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 November 1, 2006

     

    


     

    ACE
      Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6

    Asset
      Backed Pass-Through Certificates

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      TABLE
        OF
        CONTENTS

       

      
        	
                ARTICLE
                  I DEFINITIONS

              	
                12

              
	 	 
	
                SECTION
                  1.01.

              	
                Defined
                  Terms.

              	
                12

              
	
                SECTION
                  1.02.

              	
                Allocation
                  of Certain Interest Shortfalls.

              	
                100

              
	 	 
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                  CERTIFICATES

              	
                103

              
	 	 
	
                SECTION
                  2.01.

              	
                Conveyance
                  of the Mortgage Loans.

              	
                103

              
	
                SECTION
                  2.02.

              	
                Acceptance
                  of REMIC I by Trustee.

              	
                104

              
	
                SECTION
                  2.03.

              	
                Repurchase
                  or Substitution of Mortgage Loans.

              	
                104

              
	
                SECTION
                  2.04.

              	
                Representations
                  and Warranties of the Master Servicer.

              	
                107

              
	
                SECTION
                  2.05.

              	
                Representations,
                  Warranties and Covenants of the Servicer.

              	
                109

              
	
                SECTION
                  2.06.

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

              	
                111

              
	
                SECTION
                  2.07.

              	
                Conveyance
                  of the REMIC I Regular Interests; Acceptance of REMIC II and REMIC
                  III by
                  the Trustee.

              	
                112

              
	
                SECTION
                  2.08.

              	
                Issuance
                  of the Residual Certificates.

              	
                112

              
	
                SECTION
                  2.09.

              	
                Establishment
                  of the Trust.

              	
                112

              
	
                SECTION
                  2.10.

              	
                Purpose
                  and Powers of the Trust.

              	
                112

              
	
                SECTION
                  2.11.

              	
                Representations
                  and Warranties of the Trustee.

              	
                113

              
	 	 
	
                ARTICLE
                  III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS;
                  ACCOUNTS

              	
                114

              
	 	 
	
                SECTION
                  3.01.

              	
                The
                  Servicer to Act as Servicer.

              	
                114

              
	
                SECTION
                  3.02.

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

              	
                117

              
	
                SECTION
                  3.03.

              	
                Successor
                  Sub-Servicers.

              	
                118

              
	
                SECTION
                  3.04.

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

              	
                119

              
	
                SECTION
                  3.05.

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

              	
                119

              
	
                SECTION
                  3.06.

              	
                Collection
                  of Certain Mortgage Loan Payments.

              	
                119

              
	
                SECTION
                  3.07.

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

              	
                120

              
	
                SECTION
                  3.08.

              	
                Collection
                  Account and Distribution Account.

              	
                121

              
	
                SECTION
                  3.09.

              	
                Withdrawals
                  from the Collection Account and Distribution Account.

              	
                123

              
	
                SECTION
                  3.10.

              	
                Investment
                  of Funds in the Investment Accounts.

              	
                126

              
	
                SECTION
                  3.11.

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

              	
                127

              
	
                SECTION
                  3.12.

              	
                Enforcement
                  of Due-on-Sale Clauses; Assumption Agreements

              	
                129

              
	
                SECTION
                  3.13.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                130

              
	
                SECTION
                  3.14.

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	
                132

              
	
                SECTION
                  3.15.

              	
                Servicing
                  Compensation.

              	
                134

              
	
                SECTION
                  3.16.

              	
                Collection
                  Account Statements.

              	
                134

              
	
                SECTION
                  3.17.

              	
                Annual
                  Statement as to Compliance.

              	
                135

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
                  3.18.

              	
                Assessments
                  of Compliance and Attestation Reports.

              	
                135

              
	
                SECTION
                  3.19.

              	
                [Reserved].

              	
                137

              
	
                SECTION
                  3.20.

              	
                Annual
                  Certification; Additional Information.

              	
                137

              
	
                SECTION
                  3.21.

              	
                Access
                  to Certain Documentation.

              	
                138

              
	
                SECTION
                  3.22.

              	
                Title,
                  Management and Disposition of REO Property.

              	
                139

              
	
                SECTION
                  3.23.

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

              	
                142

              
	
                SECTION
                  3.24.

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

              	
                142

              
	
                SECTION
                  3.25.

              	
                Reserve
                  Fund.

              	
                143

              
	
                SECTION
                  3.26.

              	
                Advance
                  Facility.

              	
                145

              
	
                SECTION
                  3.27.

              	
                Indemnification.

              	
                147

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

              	
                148

              
	 	 	 
	
                SECTION
                  4.01.

              	
                Master
                  Servicer.

              	
                148

              
	
                SECTION
                  4.02.

              	
                REMIC-Related
                  Covenants.

              	
                149

              
	
                SECTION
                  4.03.

              	
                Monitoring
                  of Servicer.

              	
                149

              
	
                SECTION
                  4.04.

              	
                Fidelity
                  Bond.

              	
                150

              
	
                SECTION
                  4.05.

              	
                Power
                  to Act; Procedures.

              	
                150

              
	
                SECTION
                  4.06.

              	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              	
                151

              
	
                SECTION
                  4.07.

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

              	
                151

              
	
                SECTION
                  4.08.

              	
                Standard
                  Hazard Insurance and Flood Insurance Policies.

              	
                152

              
	
                SECTION
                  4.09.

              	
                Presentment
                  of Claims and Collection of Proceeds.

              	
                152

              
	
                SECTION
                  4.10.

              	
                Maintenance
                  of Primary Mortgage Insurance Policies.

              	
                153

              
	
                SECTION
                  4.11.

              	
                Trustee
                  to Retain Possession of Certain Insurance Policies and
                  Documents.

              	
                153

              
	
                SECTION
                  4.12.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                153

              
	
                SECTION
                  4.13.

              	
                Compensation
                  for the Master Servicer.

              	
                154

              
	
                SECTION
                  4.14.

              	
                REO
                  Property.

              	
                154

              
	
                SECTION
                  4.15.

              	
                Master
                  Servicer Annual Statement of Compliance.

              	
                154

              
	
                SECTION
                  4.16.

              	
                Master
                  Servicer Assessments of Compliance.

              	
                155

              
	
                SECTION
                  4.17.

              	
                Master
                  Servicer Attestation Reports.

              	
                157

              
	
                SECTION
                  4.18.

              	
                Annual
                  Certification.

              	
                158

              
	
                SECTION
                  4.19.

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

              	
                158

              
	
                SECTION
                  4.20.

              	
                Prepayment
                  Penalty Verification.

              	
                158

              
	 	 
	
                ARTICLE
                  V PAYMENTS TO CERTIFICATEHOLDERS

              	
                160

              
	 	 
	
                SECTION
                  5.01.

              	
                Distributions.

              	
                160

              
	
                SECTION
                  5.02.

              	
                Statements
                  to Certificateholders.

              	
                176

              
	
                SECTION
                  5.03.

              	
                Servicer
                  Reports; P&I Advances.

              	
                180

              
	
                SECTION
                  5.04.

              	
                Allocation
                  of Realized Losses.

              	
                181

              
	
                SECTION
                  5.05.

              	
                Compliance
                  with Withholding Requirements.

              	
                184

              
	
                SECTION
                  5.06.

              	
                Reports
                  Filed with Securities and Exchange Commission.

              	
                185

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
                  5.07.

              	
                Supplemental
                  Interest Trust.

              	
                190

              
	
                SECTION
                  5.08.

              	
                Tax
                  Treatment of Swap Payments and Swap Termination Payments.

              	
                193

              
	
                SECTION
                  5.09.

              	
                Supplemental
                  Interest Trust Posted Collateral Account.

              	
                193

              
	 	 	 
	
                ARTICLE
                  VI THE CERTIFICATES

              	
                196

              
	 	 	 
	
                SECTION
                  6.01.

              	
                The
                  Certificates.

              	
                196

              
	
                SECTION
                  6.02.

              	
                Registration
                  of Transfer and Exchange of Certificates.

              	
                198

              
	
                SECTION
                  6.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                203

              
	
                SECTION
                  6.04.

              	
                Persons
                  Deemed Owners.

              	
                204

              
	
                SECTION
                  6.05.

              	
                Certain
                  Available Information.

              	
                204

              
	 	 	 
	
                ARTICLE
                  VII THE DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

              	
                205

              
	 	 	 
	
                SECTION
                  7.01.

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

              	
                205

              
	
                SECTION
                  7.02.

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

              	
                205

              
	
                SECTION
                  7.03.

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

              	
                205

              
	
                SECTION
                  7.04.

              	
                Limitation
                  on Resignation of the Servicer.

              	
                206

              
	
                SECTION
                  7.05.

              	
                Limitation
                  on Resignation of the Master Servicer.

              	
                208

              
	
                SECTION
                  7.06.

              	
                Assignment
                  of Master Servicing.

              	
                208

              
	
                SECTION
                  7.07.

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

              	
                209

              
	
                SECTION
                  7.08.

              	
                Duties
                  of the Credit Risk Manager.

              	
                210

              
	
                SECTION
                  7.09.

              	
                Limitation
                  Upon Liability of the Credit Risk Manager.

              	
                210

              
	
                SECTION
                  7.10.

              	
                Removal
                  of the Credit Risk Manager.

              	
                210

              
	 	 	 
	
                ARTICLE
                  VIII DEFAULT

              	211
	 	 	 
	
                SECTION
                  8.01.

              	
                Servicer
                  Events of Default.

              	
                211

              
	
                SECTION
                  8.02.

              	
                Master
                  Servicer to Act; Appointment of Successor.

              	
                216

              
	
                SECTION
                  8.03.

              	
                Notification
                  to Certificateholders.

              	
                218

              
	
                SECTION
                  8.04.

              	
                Waiver
                  of Events of Default.

              	
                218

              
	 	 	 
	
                ARTICLE
                  IX CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

              	
                219

              
	 	 	 
	
                SECTION
                  9.01.

              	
                Duties
                  of Trustee and Securities Administrator.

              	
                219

              
	
                SECTION
                  9.02.

              	
                Certain
                  Matters Affecting Trustee and Securities Administrator.

              	
                220

              
	
                SECTION
                  9.03.

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

              	
                223

              
	
                SECTION
                  9.04.

              	
                Trustee
                  and Securities Administrator May Own Certificates.

              	
                223

              
	
                SECTION
                  9.05.

              	
                Fees
                  and Expenses of Trustee, Custodians and Securities
                  Administrator.

              	
                223

              
	
                SECTION
                  9.06.

              	
                Eligibility
                  Requirements for Trustee and Securities Administrator.

              	
                224

              
	
                SECTION
                  9.07.

              	
                Resignation
                  and Removal of Trustee and Securities Administrator.

              	
                225

              
	
                SECTION
                  9.08.

              	
                Successor
                  Trustee or Securities Administrator.

              	
                226

              
	
                SECTION
                  9.09.

              	
                Merger
                  or Consolidation of Trustee or Securities Administrator.

              	
                227

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
                  9.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                227

              
	
                SECTION
                  9.11.

              	
                Appointment
                  of Office or Agency.

              	
                228

              
	
                SECTION
                  9.12.

              	
                Representations
                  and Warranties.

              	
                228

              
	 	 	 
	
                ARTICLE
                  X TERMINATION

              	230
	 	 	 
	
                SECTION
                  10.01.

              	
                Termination
                  Upon Repurchase or Liquidation of All Mortgage Loans.

              	
                230

              
	
                SECTION
                  10.02.

              	
                Additional
                  Termination Requirements.

              	
                233

              
	 	 	 
	
                ARTICLE
                  XI REMIC PROVISIONS

              	
                235

              
	 	 	 
	
                SECTION
                  11.01.

              	
                REMIC
                  Administration.

              	
                235

              
	
                SECTION
                  11.02.

              	
                Prohibited
                  Transactions and Activities.

              	
                237

              
	
                SECTION
                  11.03.

              	
                Indemnification.

              	
                238

              
	 	 	 
	
                ARTICLE
                  XII MISCELLANEOUS PROVISIONS

              	
                239

              
	 	 	 
	
                SECTION
                  12.01.

              	
                Amendment.

              	
                239

              
	
                SECTION
                  12.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	
                240

              
	
                SECTION
                  12.03.

              	
                Limitation
                  on Rights of Certificateholders.

              	
                241

              
	
                SECTION
                  12.04.

              	
                Governing
                  Law.

              	
                241

              
	
                SECTION
                  12.05.

              	
                Notices.

              	
                241

              
	
                SECTION
                  12.06.

              	
                Severability
                  of Provisions.

              	
                242

              
	
                SECTION
                  12.07.

              	
                Notice
                  to Rating Agencies.

              	
                242

              
	
                SECTION
                  12.08.

              	
                Article
                  and Section References.

              	
                243

              
	
                SECTION
                  12.09.

              	
                Grant
                  of Security Interest.

              	
                243

              
	
                SECTION
                  12.10.

              	
                Survival
                  of Indemnification.

              	
                244

              
	
                SECTION
                  12.11.

              	
                Intention
                  of the Parties and Interpretation.

              	
                244

              
	
                SECTION
                  12.12.

              	
                Indemnification.

              	
                244

              
	
                SECTION
                  12.13.

              	
                Swap
                  Provider as a Third Party Beneficiary.

              	
                245

              


      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    
      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 

                 

              
	
                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

                 

              


      

      


      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

      This
        Pooling and Servicing Agreement, is dated and effective as of November 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)

                
	
                  IA

                	 	
                  Variable(2)

                	 	
                  $

                	
                  21,916,894.37

                	 	
                  December
                    2036

                
	
                  IA-1-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,737,065.09

                	 	
                  December
                    2036

                
	
                  IA-1-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,737,065.09

                	 	
                  December
                    2036

                
	
                  IA-2-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,970,498.31

                	 	
                  December
                    2036

                
	
                  IA-2-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,970,498.31

                	 	
                  December
                    2036

                
	
                  IA-3-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,188,466.50

                	 	
                  December
                    2036

                
	
                  IA-3-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,188,466.50

                	 	
                  December
                    2036

                
	
                  IA-4-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,387,504.96

                	 	
                  December
                    2036

                
	
                  IA-4-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,387,504.96

                	 	
                  December
                    2036

                
	
                  IA-5-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,370,422.81

                	 	
                  December
                    2036

                
	
                  IA-5-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,370,422.81

                	 	
                  December
                    2036

                
	
                  IA-6-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,232,642.18

                	 	
                  December
                    2036

                
	
                  IA-6-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,232,642.18

                	 	
                  December
                    2036

                
	
                  IA-7-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,098,712.12

                	 	
                  December
                    2036

                
	
                  IA-7-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,098,712.12

                	 	
                  December
                    2036

                
	
                  IA-8-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,970,350.63

                	 	
                  December
                    2036

                
	
                  IA-8-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,970,350.63

                	 	
                  December
                    2036

                
	
                  IA-9-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,847,323.08

                	 	
                  December
                    2036

                
	
                  IA-9-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,847,323.08

                	 	
                  December
                    2036

                
	
                  IA-10-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,729,407.03

                	 	
                  December
                    2036

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  Designation

                	 	
                  REMIC
                    I

                  Remittance
                    Rate

                	 	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

        
          	
                  IA-10-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,729,407.03

                	 	
                  December
                    2036

                
	
                  IA-11-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,616,389.62

                	 	
                  December
                    2036

                
	
                  IA-11-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,616,389.62

                	 	
                  December
                    2036

                
	
                  IA-12-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,508,066.49

                	 	
                  December
                    2036

                
	
                  IA-12-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,508,066.49

                	 	
                  December
                    2036

                
	
                  IA-13-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,404,242.39

                	 	
                  December
                    2036

                
	
                  IA-13-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,404,242.39

                	 	
                  December
                    2036

                
	
                  IA-14-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,311,847.38

                	 	
                  December
                    2036

                
	
                  IA-14-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,311,847.38

                	 	
                  December
                    2036

                
	
                  IA-15-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,239,538.15

                	 	
                  December
                    2036

                
	
                  IA-15-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,239,538.15

                	 	
                  December
                    2036

                
	
                  IA-16-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,674,744.51

                	 	
                  December
                    2036

                
	
                  IA-16-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,674,744.51

                	 	
                  December
                    2036

                
	
                  IA-17-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  6,647,771.57

                	 	
                  December
                    2036

                
	
                  IA-17-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  6,647,771.57

                	 	
                  December
                    2036

                
	
                  IA-18-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,557,834.20

                	 	
                  December
                    2036

                
	
                  IA-18-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,557,834.20

                	 	
                  December
                    2036

                
	
                  IA-19-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,620,250.43

                	 	
                  December
                    2036

                
	
                  IA-19-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,620,250.43

                	 	
                  December
                    2036

                
	
                  IA-20-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,294,660.35

                	 	
                  December
                    2036

                
	
                  IA-20-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,294,660.35

                	 	
                  December
                    2036

                
	
                  IA-21-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,201,109.51

                	 	
                  December
                    2036

                
	
                  IA-21-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,201,109.51

                	 	
                  December
                    2036

                
	
                  IA-22-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,130,827.67

                	 	
                  December
                    2036

                
	
                  IA-22-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,130,827.67

                	 	
                  December
                    2036

                
	
                  IA-23-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,079,418.41

                	 	
                  December
                    2036

                
	
                  IA-23-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,079,418.41

                	 	
                  December
                    2036

                
	
                  IA-24-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,030,388.74

                	 	
                  December
                    2036

                
	
                  IA-24-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,030,388.74

                	 	
                  December
                    2036

                
	
                  IA-25-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  983,628.97

                	 	
                  December
                    2036

                
	
                  IA-25-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  983,628.97

                	 	
                  December
                    2036

                
	
                  IA-26-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  939,025.26

                	 	
                  December
                    2036

                
	
                  IA-26-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  939,025.26

                	 	
                  December
                    2036

                
	
                  IA-27-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  896,476.13

                	 	
                  December
                    2036

                
	
                  IA-27-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  896,476.13

                	 	
                  December
                    2036

                
	
                  IA-28-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  855,884.27

                	 	
                  December
                    2036

                
	
                  IA-28-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  855,884.27

                	 	
                  December
                    2036

                
	
                  IA-29-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  817,046.39

                	 	
                  December
                    2036

                
	
                  IA-29-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  817,046.39

                	 	
                  December
                    2036

                
	
                  IA-30-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  779,962.34

                	 	
                  December
                    2036

                
	
                  IA-30-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  779,962.34

                	 	
                  December
                    2036

                
	
                  IA-31-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  744,737.62

                	 	
                  December
                    2036

                
	
                  IA-31-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  744,737.62

                	 	
                  December
                    2036

                
	
                  IA-32-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  711,133.58

                	 	
                  December
                    2036

                
	
                  IA-32-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  711,133.58

                	 	
                  December
                    2036

                
	
                  IA-33-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  679,071.28

                	 	
                  December
                    2036

                


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        
          	
                  Designation

                	 	
                  REMIC
                    I

                  Remittance
                    Rate

                	 	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

        
          	
                  IA-33-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  679,071.28

                	 	
                  December
                    2036

                
	
                  IA-34-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  648,478.28

                	 	
                  December
                    2036

                
	
                  IA-34-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  648,478.28

                	 	
                  December
                    2036

                
	
                  IA-35-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  619,285.38

                	 	
                  December
                    2036

                
	
                  IA-35-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  619,285.38

                	 	
                  December
                    2036

                
	
                  IA-36-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  591,426.62

                	 	
                  December
                    2036

                
	
                  IA-36-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  591,426.62

                	 	
                  December
                    2036

                
	
                  IA-37-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  564,845.93

                	 	
                  December
                    2036

                
	
                  IA-37-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  564,845.93

                	 	
                  December
                    2036

                
	
                  IA-38-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  539,480.59

                	 	
                  December
                    2036

                
	
                  IA-38-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  539,480.59

                	 	
                  December
                    2036

                
	
                  IA-39-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  515,273.92

                	 	
                  December
                    2036

                
	
                  IA-39-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  515,273.92

                	 	
                  December
                    2036

                
	
                  IA-40-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  492,172.46

                	 	
                  December
                    2036

                
	
                  IA-40-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  492,172.46

                	 	
                  December
                    2036

                
	
                  IA-41-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  470,124.79

                	 	
                  December
                    2036

                
	
                  IA-41-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  470,124.79

                	 	
                  December
                    2036

                
	
                  IA-42-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  449,081.77

                	 	
                  December
                    2036

                
	
                  IA-42-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  449,081.77

                	 	
                  December
                    2036

                
	
                  IA-43-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  428,997.69

                	 	
                  December
                    2036

                
	
                  IA-43-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  428,997.69

                	 	
                  December
                    2036

                
	
                  IA-44-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  409,827.91

                	 	
                  December
                    2036

                
	
                  IA-44-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  409,827.91

                	 	
                  December
                    2036

                
	
                  IA-45-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  391,530.10

                	 	
                  December
                    2036

                
	
                  IA-45-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  391,530.10

                	 	
                  December
                    2036

                
	
                  IA-46-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  374,063.79

                	 	
                  December
                    2036

                
	
                  IA-46-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  374,063.79

                	 	
                  December
                    2036

                
	
                  IA-47-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  357,391.13

                	 	
                  December
                    2036

                
	
                  IA-47-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  357,391.13

                	 	
                  December
                    2036

                
	
                  IA-48-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  341,474.75

                	 	
                  December
                    2036

                
	
                  IA-48-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  341,474.75

                	 	
                  December
                    2036

                
	
                  IA-49-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  326,280.67

                	 	
                  December
                    2036

                
	
                  IA-49-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  326,280.67

                	 	
                  December
                    2036

                
	
                  IA-50-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  311,774.89

                	 	
                  December
                    2036

                
	
                  IA-50-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  311,774.89

                	 	
                  December
                    2036

                
	
                  IA-51-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  297,927.30

                	 	
                  December
                    2036

                
	
                  IA-51-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  297,927.30

                	 	
                  December
                    2036

                
	
                  IA-52-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  284,710.87

                	 	
                  December
                    2036

                
	
                  IA-52-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  284,710.87

                	 	
                  December
                    2036

                
	
                  IA-53-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  273,013.78

                	 	
                  December
                    2036

                
	
                  IA-53-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  273,013.78

                	 	
                  December
                    2036

                
	
                  IA-54-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  261,044.99

                	 	
                  December
                    2036

                
	
                  IA-54-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  261,044.99

                	 	
                  December
                    2036

                
	
                  IA-55-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  249,447.99

                	 	
                  December
                    2036

                
	
                  IA-55-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  249,447.99

                	 	
                  December
                    2036

                
	
                  IA-56-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  238,370.94

                	 	
                  December
                    2036

                


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        
          	
                  Designation

                	 	
                  REMIC
                    I

                  Remittance
                    Rate

                	 	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

        
          	
                  IA-56-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  238,370.94

                	 	
                  December
                    2036

                
	
                  IA-57-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  227,795.29

                	 	
                  December
                    2036

                
	
                  IA-57-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  227,795.29

                	 	
                  December
                    2036

                
	
                  IA-58-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,017,306.47

                	 	
                  December
                    2036

                
	
                  IA-58-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,017,306.47

                	 	
                  December
                    2036

                
	
                  IB

                	 	
                  Variable(2)

                	 	
                  $

                	
                  12,693,893.76

                	 	
                  December
                    2036

                
	
                  IB-1-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,585,261.71

                	 	
                  December
                    2036

                
	
                  IB-1-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,585,261.71

                	 	
                  December
                    2036

                
	
                  IB-2-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,720,462.27

                	 	
                  December
                    2036

                
	
                  IB-2-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,720,462.27

                	 	
                  December
                    2036

                
	
                  IB-3-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,846,705.76

                	 	
                  December
                    2036

                
	
                  IB-3-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,846,705.76

                	 	
                  December
                    2036

                
	
                  IB-4-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,961,985.46

                	 	
                  December
                    2036

                
	
                  IB-4-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,961,985.46

                	 	
                  December
                    2036

                
	
                  IB-5-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,952,091.77

                	 	
                  December
                    2036

                
	
                  IB-5-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,952,091.77

                	 	
                  December
                    2036

                
	
                  IB-6-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,872,291.56

                	 	
                  December
                    2036

                
	
                  IB-6-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,872,291.56

                	 	
                  December
                    2036

                
	
                  IB-7-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,794,721.54

                	 	
                  December
                    2036

                
	
                  IB-7-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,794,721.54

                	 	
                  December
                    2036

                
	
                  IB-8-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,720,376.74

                	 	
                  December
                    2036

                
	
                  IB-8-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,720,376.74

                	 	
                  December
                    2036

                
	
                  IB-9-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,649,121.27

                	 	
                  December
                    2036

                
	
                  IB-9-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,649,121.27

                	 	
                  December
                    2036

                
	
                  IB-10-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,580,826.29

                	 	
                  December
                    2036

                
	
                  IB-10-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,580,826.29

                	 	
                  December
                    2036

                
	
                  IB-11-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,515,368.52

                	 	
                  December
                    2036

                
	
                  IB-11-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,515,368.52

                	 	
                  December
                    2036

                
	
                  IB-12-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,452,629.60

                	 	
                  December
                    2036

                
	
                  IB-12-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,452,629.60

                	 	
                  December
                    2036

                
	
                  IB-13-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,392,496.44

                	 	
                  December
                    2036

                
	
                  IB-13-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,392,496.44

                	 	
                  December
                    2036

                
	
                  IB-14-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,338,982.82

                	 	
                  December
                    2036

                
	
                  IB-14-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,338,982.82

                	 	
                  December
                    2036

                
	
                  IB-15-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,297,102.54

                	 	
                  December
                    2036

                
	
                  IB-15-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,297,102.54

                	 	
                  December
                    2036

                
	
                  IB-16-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,286,715.84

                	 	
                  December
                    2036

                
	
                  IB-16-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,286,715.84

                	 	
                  December
                    2036

                
	
                  IB-17-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,850,276.62

                	 	
                  December
                    2036

                
	
                  IB-17-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,850,276.62

                	 	
                  December
                    2036

                
	
                  IB-18-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,219,003.37

                	 	
                  December
                    2036

                
	
                  IB-18-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,219,003.37

                	 	
                  December
                    2036

                
	
                  IB-19-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,675,970.74

                	 	
                  December
                    2036

                
	
                  IB-19-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,675,970.74

                	 	
                  December
                    2036

                
	
                  IB-20-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,329,028.38

                	 	
                  December
                    2036

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        
          	
                  Designation

                	 	
                  REMIC
                    I

                  Remittance
                    Rate

                	 	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

        
          	
                  IB-20-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,329,028.38

                	 	
                  December
                    2036

                
	
                  IB-21-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  695,662.27

                	 	
                  December
                    2036

                
	
                  IB-21-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  695,662.27

                	 	
                  December
                    2036

                
	
                  IB-22-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  654,956.22

                	 	
                  December
                    2036

                
	
                  IB-22-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  654,956.22

                	 	
                  December
                    2036

                
	
                  IB-23-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  625,180.85

                	 	
                  December
                    2036

                
	
                  IB-23-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  625,180.85

                	 	
                  December
                    2036

                
	
                  IB-24-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  596,783.69

                	 	
                  December
                    2036

                
	
                  IB-24-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  596,783.69

                	 	
                  December
                    2036

                
	
                  IB-25-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  569,701.23

                	 	
                  December
                    2036

                
	
                  IB-25-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  569,701.23

                	 	
                  December
                    2036

                
	
                  IB-26-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  543,867.52

                	 	
                  December
                    2036

                
	
                  IB-26-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  543,867.52

                	 	
                  December
                    2036

                
	
                  IB-27-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  519,223.78

                	 	
                  December
                    2036

                
	
                  IB-27-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  519,223.78

                	 	
                  December
                    2036

                
	
                  IB-28-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  495,713.66

                	 	
                  December
                    2036

                
	
                  IB-28-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  495,713.66

                	 	
                  December
                    2036

                
	
                  IB-29-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  473,219.42

                	 	
                  December
                    2036

                
	
                  IB-29-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  473,219.42

                	 	
                  December
                    2036

                
	
                  IB-30-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  451,740.97

                	 	
                  December
                    2036

                
	
                  IB-30-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  451,740.97

                	 	
                  December
                    2036

                
	
                  IB-31-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  431,339.41

                	 	
                  December
                    2036

                
	
                  IB-31-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  431,339.41

                	 	
                  December
                    2036

                
	
                  IB-32-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  411,876.52

                	 	
                  December
                    2036

                
	
                  IB-32-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  411,876.52

                	 	
                  December
                    2036

                
	
                  IB-33-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  393,306.58

                	 	
                  December
                    2036

                
	
                  IB-33-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  393,306.58

                	 	
                  December
                    2036

                
	
                  IB-34-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  375,587.63

                	 	
                  December
                    2036

                
	
                  IB-34-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  375,587.63

                	 	
                  December
                    2036

                
	
                  IB-35-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  358,679.60

                	 	
                  December
                    2036

                
	
                  IB-35-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  358,679.60

                	 	
                  December
                    2036

                
	
                  IB-36-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  342,544.28

                	 	
                  December
                    2036

                
	
                  IB-36-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  342,544.28

                	 	
                  December
                    2036

                
	
                  IB-37-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  327,149.19

                	 	
                  December
                    2036

                
	
                  IB-37-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  327,149.19

                	 	
                  December
                    2036

                
	
                  IB-38-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  312,458.02

                	 	
                  December
                    2036

                
	
                  IB-38-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  312,458.02

                	 	
                  December
                    2036

                
	
                  IB-39-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  298,437.92

                	 	
                  December
                    2036

                
	
                  IB-39-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  298,437.92

                	 	
                  December
                    2036

                
	
                  IB-40-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  285,057.95

                	 	
                  December
                    2036

                
	
                  IB-40-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  285,057.95

                	 	
                  December
                    2036

                
	
                  IB-41-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  272,288.31

                	 	
                  December
                    2036

                
	
                  IB-41-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  272,288.31

                	 	
                  December
                    2036

                
	
                  IB-42-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  260,100.55

                	 	
                  December
                    2036

                
	
                  IB-42-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  260,100.55

                	 	
                  December
                    2036

                
	
                  IB-43-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  248,468.19

                	 	
                  December
                    2036

                


        

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        
          	
                  Designation

                	 	
                  REMIC
                    I

                  Remittance
                    Rate

                	 	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

        
          	
                  IB-43-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  248,468.19

                	 	
                  December
                    2036

                
	
                  IB-44-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  237,365.38

                	 	
                  December
                    2036

                
	
                  IB-44-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  237,365.38

                	 	
                  December
                    2036

                
	
                  IB-45-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  226,767.60

                	 	
                  December
                    2036

                
	
                  IB-45-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  226,767.60

                	 	
                  December
                    2036

                
	
                  IB-46-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  216,651.41

                	 	
                  December
                    2036

                
	
                  IB-46-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  216,651.41

                	 	
                  December
                    2036

                
	
                  IB-47-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  206,994.89

                	 	
                  December
                    2036

                
	
                  IB-47-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  206,994.89

                	 	
                  December
                    2036

                
	
                  IB-48-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  197,776.39

                	 	
                  December
                    2036

                
	
                  IB-48-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  197,776.39

                	 	
                  December
                    2036

                
	
                  IB-49-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  188,976.23

                	 	
                  December
                    2036

                
	
                  IB-49-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  188,976.23

                	 	
                  December
                    2036

                
	
                  IB-50-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  180,574.73

                	 	
                  December
                    2036

                
	
                  IB-50-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  180,574.73

                	 	
                  December
                    2036

                
	
                  IB-51-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  172,554.44

                	 	
                  December
                    2036

                
	
                  IB-51-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  172,554.44

                	 	
                  December
                    2036

                
	
                  IB-52-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  164,899.71

                	 	
                  December
                    2036

                
	
                  IB-52-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  164,899.71

                	 	
                  December
                    2036

                
	
                  IB-53-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  158,124.96

                	 	
                  December
                    2036

                
	
                  IB-53-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  158,124.96

                	 	
                  December
                    2036

                
	
                  IB-54-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  151,192.83

                	 	
                  December
                    2036

                
	
                  IB-54-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  151,192.83

                	 	
                  December
                    2036

                
	
                  IB-55-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  144,476.05

                	 	
                  December
                    2036

                
	
                  IB-55-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  144,476.05

                	 	
                  December
                    2036

                
	
                  IB-56-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  138,060.41

                	 	
                  December
                    2036

                
	
                  IB-56-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  138,060.41

                	 	
                  December
                    2036

                
	
                  IB-57-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  131,935.17

                	 	
                  December
                    2036

                
	
                  IB-57-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  131,935.17

                	 	
                  December
                    2036

                
	
                  IB-58-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,905,938.87

                	 	
                  December
                    2036

                
	
                  IB-58-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  2,905,938.87

                	 	
                  December
                    2036

                
	
                  II

                	 	
                  Variable(2)

                	 	
                  $

                	
                  36,332,383.82

                	 	
                  December
                    2036

                
	
                  II-1-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,537,326.21

                	 	
                  December
                    2036

                
	
                  II-1-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,537,326.21

                	 	
                  December
                    2036

                
	
                  II-2-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,924,296.42

                	 	
                  December
                    2036

                
	
                  II-2-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,924,296.42

                	 	
                  December
                    2036

                
	
                  II-3-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,285,629.74

                	 	
                  December
                    2036

                
	
                  II-3-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,285,629.74

                	 	
                  December
                    2036

                
	
                  II-4-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,615,582.58

                	 	
                  December
                    2036

                
	
                  II-4-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,615,582.58

                	 	
                  December
                    2036

                
	
                  II-5-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,587,264.92

                	 	
                  December
                    2036

                
	
                  II-5-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,587,264.92

                	 	
                  December
                    2036

                
	
                  II-6-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,358,861.26

                	 	
                  December
                    2036

                
	
                  II-6-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,358,861.26

                	 	
                  December
                    2036

                
	
                  II-7-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,136,840.84

                	 	
                  December
                    2036

                
	
                  II-7-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  5,136,840.84

                	 	
                  December
                    2036

                


        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        
          	
                  Designation

                	 	
                  REMIC
                    I

                  Remittance
                    Rate

                	 	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

        
          	
                  II-8-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,924,051.62

                	 	
                  December
                    2036

                
	
                  II-8-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,924,051.62

                	 	
                  December
                    2036

                
	
                  II-9-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,720,104.65

                	 	
                  December
                    2036

                
	
                  II-9-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,720,104.65

                	 	
                  December
                    2036

                
	
                  II-10-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,524,631.18

                	 	
                  December
                    2036

                
	
                  II-10-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,524,631.18

                	 	
                  December
                    2036

                
	
                  II-11-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,337,278.36

                	 	
                  December
                    2036

                
	
                  II-11-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,337,278.36

                	 	
                  December
                    2036

                
	
                  II-12-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,157,707.41

                	 	
                  December
                    2036

                
	
                  II-12-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  4,157,707.41

                	 	
                  December
                    2036

                
	
                  II-13-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,985,594.67

                	 	
                  December
                    2036

                
	
                  II-13-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,985,594.67

                	 	
                  December
                    2036

                
	
                  II-14-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,832,428.30

                	 	
                  December
                    2036

                
	
                  II-14-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,832,428.30

                	 	
                  December
                    2036

                
	
                  II-15-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,712,558.82

                	 	
                  December
                    2036

                
	
                  II-15-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,712,558.82

                	 	
                  December
                    2036

                
	
                  II-16-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  9,407,217.65

                	 	
                  December
                    2036

                
	
                  II-16-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  9,407,217.65

                	 	
                  December
                    2036

                
	
                  II-17-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  11,020,237.81

                	 	
                  December
                    2036

                
	
                  II-17-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  11,020,237.81

                	 	
                  December
                    2036

                
	
                  II-18-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  9,213,411.43

                	 	
                  December
                    2036

                
	
                  II-18-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  9,213,411.43

                	 	
                  December
                    2036

                
	
                  II-19-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  7,659,146.83

                	 	
                  December
                    2036

                
	
                  II-19-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  7,659,146.83

                	 	
                  December
                    2036

                
	
                  II-20-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,803,936.77

                	 	
                  December
                    2036

                
	
                  II-20-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  3,803,936.77

                	 	
                  December
                    2036

                
	
                  II-21-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,991,120.22

                	 	
                  December
                    2036

                
	
                  II-21-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,991,120.22

                	 	
                  December
                    2036

                
	
                  II-22-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,874,611.62

                	 	
                  December
                    2036

                
	
                  II-22-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,874,611.62

                	 	
                  December
                    2036

                
	
                  II-23-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,789,388.74

                	 	
                  December
                    2036

                
	
                  II-23-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,789,388.74

                	 	
                  December
                    2036

                
	
                  II-24-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,708,110.57

                	 	
                  December
                    2036

                
	
                  II-24-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,708,110.57

                	 	
                  December
                    2036

                
	
                  II-25-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,630,595.31

                	 	
                  December
                    2036

                
	
                  II-25-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,630,595.31

                	 	
                  December
                    2036

                
	
                  II-26-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,556,654.22

                	 	
                  December
                    2036

                
	
                  II-26-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,556,654.22

                	 	
                  December
                    2036

                
	
                  II-27-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,486,119.08

                	 	
                  December
                    2036

                
	
                  II-27-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,486,119.08

                	 	
                  December
                    2036

                
	
                  II-28-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,418,828.57

                	 	
                  December
                    2036

                
	
                  II-28-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,418,828.57

                	 	
                  December
                    2036

                
	
                  II-29-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,354,445.69

                	 	
                  December
                    2036

                
	
                  II-29-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,354,445.69

                	 	
                  December
                    2036

                
	
                  II-30-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,292,970.19

                	 	
                  December
                    2036

                
	
                  II-30-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,292,970.19

                	 	
                  December
                    2036

                


        

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        
          	
                  Designation

                	 	
                  REMIC
                    I

                  Remittance
                    Rate

                	 	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

        
          	
                  II-31-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,234,576.97

                	 	
                  December
                    2036

                
	
                  II-31-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,234,576.97

                	 	
                  December
                    2036

                
	
                  II-32-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,178,870.40

                	 	
                  December
                    2036

                
	
                  II-32-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,178,870.40

                	 	
                  December
                    2036

                
	
                  II-33-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,125,719.64

                	 	
                  December
                    2036

                
	
                  II-33-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,125,719.64

                	 	
                  December
                    2036

                
	
                  II-34-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,075,004.58

                	 	
                  December
                    2036

                
	
                  II-34-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,075,004.58

                	 	
                  December
                    2036

                
	
                  II-35-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,026,610.52

                	 	
                  December
                    2036

                
	
                  II-35-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  1,026,610.52

                	 	
                  December
                    2036

                
	
                  II-36-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  980,428.10

                	 	
                  December
                    2036

                
	
                  II-36-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  980,428.10

                	 	
                  December
                    2036

                
	
                  II-37-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  936,364.38

                	 	
                  December
                    2036

                
	
                  II-37-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  936,364.38

                	 	
                  December
                    2036

                
	
                  II-38-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  894,315.39

                	 	
                  December
                    2036

                
	
                  II-38-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  894,315.39

                	 	
                  December
                    2036

                
	
                  II-39-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  854,187.16

                	 	
                  December
                    2036

                
	
                  II-39-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  854,187.16

                	 	
                  December
                    2036

                
	
                  II-40-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  815,891.09

                	 	
                  December
                    2036

                
	
                  II-40-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  815,891.09

                	 	
                  December
                    2036

                
	
                  II-41-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  779,341.90

                	 	
                  December
                    2036

                
	
                  II-41-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  779,341.90

                	 	
                  December
                    2036

                
	
                  II-42-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  744,458.18

                	 	
                  December
                    2036

                
	
                  II-42-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  744,458.18

                	 	
                  December
                    2036

                
	
                  II-43-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  711,164.12

                	 	
                  December
                    2036

                
	
                  II-43-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  711,164.12

                	 	
                  December
                    2036

                
	
                  II-44-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  679,385.71

                	 	
                  December
                    2036

                
	
                  II-44-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  679,385.71

                	 	
                  December
                    2036

                
	
                  II-45-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  649,052.81

                	 	
                  December
                    2036

                
	
                  II-45-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  649,052.81

                	 	
                  December
                    2036

                
	
                  II-46-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  620,098.31

                	 	
                  December
                    2036

                
	
                  II-46-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  620,098.31

                	 	
                  December
                    2036

                
	
                  II-47-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  592,459.48

                	 	
                  December
                    2036

                
	
                  II-47-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  592,459.48

                	 	
                  December
                    2036

                
	
                  II-48-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  566,074.36

                	 	
                  December
                    2036

                
	
                  II-48-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  566,074.36

                	 	
                  December
                    2036

                
	
                  II-49-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  540,886.60

                	 	
                  December
                    2036

                
	
                  II-49-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  540,886.60

                	 	
                  December
                    2036

                
	
                  II-50-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  516,839.88

                	 	
                  December
                    2036

                
	
                  II-50-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  516,839.88

                	 	
                  December
                    2036

                
	
                  II-51-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  493,884.26

                	 	
                  December
                    2036

                
	
                  II-51-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  493,884.26

                	 	
                  December
                    2036

                
	
                  II-52-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  471,974.92

                	 	
                  December
                    2036

                
	
                  II-52-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  471,974.92

                	 	
                  December
                    2036

                
	
                  II-53-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  452,584.26

                	 	
                  December
                    2036

                
	
                  II-53-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  452,584.26

                	 	
                  December
                    2036

                


        

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        
          	
                  Designation

                	 	
                  REMIC
                    I

                  Remittance
                    Rate

                	 	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

        
          	
                  II-54-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  432,743.18

                	 	
                  December
                    2036

                
	
                  II-54-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  432,743.18

                	 	
                  December
                    2036

                
	
                  II-55-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  413,518.45

                	 	
                  December
                    2036

                
	
                  II-55-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  413,518.45

                	 	
                  December
                    2036

                
	
                  II-56-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  395,155.65

                	 	
                  December
                    2036

                
	
                  II-56-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  395,155.65

                	 	
                  December
                    2036

                
	
                  II-57-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  377,624.03

                	 	
                  December
                    2036

                
	
                  II-57-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  377,624.03

                	 	
                  December
                    2036

                
	
                  II-58-A

                	 	
                  Variable(2)

                	 	
                  $

                	
                  8,317,360.17

                	 	
                  December
                    2036

                
	
                  II-58-B

                	 	
                  Variable(2)

                	 	
                  $

                	
                  8,317,360.17

                	 	
                  December
                    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.

                  


          

           

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

          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)

                  	 	
                    $

                  	
                    332,748,896.67

                  	 	
                    December
                      2036

                  
	
                    A-1A

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    832,875.00

                  	 	
                    December
                      2036

                  
	
                    A-1B

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    482,385.00

                  	 	
                    December
                      2036

                  
	
                    A-2A

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    636,275.00

                  	 	
                    December
                      2036

                  
	
                    A-2B

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    296,690.00

                  	 	
                    December
                      2036

                  
	
                    A-2C

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    235,015.00

                  	 	
                    December
                      2036

                  
	
                    A-2D

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    212,705.00

                  	 	
                    December
                      2036

                  
	
                    M-1

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    123,930.00

                  	 	
                    December
                      2036

                  
	
                    M-2

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    112,050.00

                  	 	
                    December
                      2036

                  
	
                    M-3

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    66,210.00

                  	 	
                    December
                      2036

                  
	
                    M-4

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    61,115.00

                  	 	
                    December
                      2036

                  
	
                    M-5

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    59,420.00

                  	 	
                    December
                      2036

                  
	
                    M-6

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    54,325.00

                  	 	
                    December
                      2036

                  
	
                    M-7

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    54,325.00

                  	 	
                    December
                      2036

                  
	
                    M-8

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    37,350.00

                  	 	
                    December
                      2036

                  
	
                    M-9

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    33,955.00

                  	 	
                    December
                      2036

                  
	
                    ZZ

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    3,492,168.81

                  	 	
                    December
                      2036

                  
	
                    P

                  	 	
                    Variable(2)(3)

                  	 	
                    $

                  	
                    100.00

                  	 	
                    December
                      2036

                  
	
                    IO

                  	 	
                    Variable(2)

                  	 	 	
                    (4)

                  	 	
                    December
                      2036

                  
	
                    IA-SUB

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    4,321.70

                  	 	
                    December
                      2036

                  
	
                    IA-GRP

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    20,979.20

                  	 	
                    December
                      2036

                  
	
                    IB-SUB

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    2,503.10

                  	 	
                    December
                      2036

                  
	
                    IB-GRP

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    12,150.80

                  	 	
                    December
                      2036

                  
	
                    II-SUB

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    7,164.24

                  	 	
                    December
                      2036

                  
	
                    II-GRP

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    34,777.94

                  	 	
                    December
                      2036

                  
	
                    XX

                  	 	
                    Variable(2)

                  	 	
                    $

                  	
                    339,457,793.48

                  	 	
                    December
                      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 P will be entitled to 100% of the Prepayment
                      Charges.

                  


          

           

          
            	
                    (4)

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

                  


          

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

          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-1A

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      166,575,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        A-1B

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      96,477,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        A-2A

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      127,255,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        A-2B

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      59,338,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        A-2C

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      47,003,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        A-2D

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      42,541,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        M-1

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      24,786,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        M-2

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      22,410,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        M-3

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      13,242,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        M-4

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      12,223,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        M-5

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      11,884,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        M-6

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      10,865,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        M-7

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      10,865,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        M-8

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      7,470,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        M-9

                    	 	
                      Variable(2)

                    	 	
                      $

                    	
                      6,791,000.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        P 

                    	 	
                      N/A(3)

                    	 	
                      $

                    	
                      100.00

                    	 	
                      December
                        2036

                    
	
                      Class
                        CE

                    	 	
                      N/A(4)

                    	 	
                      $

                    	
                      19,354,380.95

                    	 	
                      December
                        2036

                    
	
                      Class
                        IO Interest 

                    	 	
                      N/A(5)

                    	 	 	
                      (5)

                    	 	
                      December
                        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
            $679,079,480.95. As of the Cut-off Date, the Group IA Mortgage Loans
            had an
            aggregate Scheduled Principal Balance equal to $209,792,046.87, the Group
            IB
            Mortgage Loans had an aggregate Scheduled Principal Balance equal to
            $121,507,997.84 and the Group II Mortgage Loans had an aggregate Scheduled
            Principal Balance equal to $347,779,436.24.

           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

          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
            4.19 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.

           

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

          “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.

           

          
            
              
              

            

            
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          “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.

           

          “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
            Initial Deposit, (b) 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, (c) 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
            4.19
            of this Agreement, (d) the aggregate of any P&I Advances for such
            Distribution Date made by the Servicer pursuant to Section 5.03 of this
            Agreement and (e) 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)(b) 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. 

           

          
            
              
              

            

            
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          “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, California,
            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 IA Cap Contract, Group IB Cap Contract and 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 The Royal Bank of Scotland
            plc.

           

          “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-ASAP6, Class A-1A, Class A-1B, 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 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.

           

          
            
              
              

            

            
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          “Certificate
            Margin”:
            With
            respect to the Class A-1A Certificates and, for purposes of the definition
            of
“Marker Rate”, REMIC II Regular Interest A-1A, 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-1B Certificates and, for purposes of the definition
            of
“Marker Rate”, REMIC II Regular Interest A-1B, 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, 0.080% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.160%
            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, 0.120% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.240%
            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, 0.220% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.440%
            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, 0.240% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.360%
            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.

           

          
            
              
              

            

            
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          With
            respect to the Class M-4 Certificates and, for purposes of the definition
            of
“Marker Rate”, REMIC II Regular Interest M-4, 0.380% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.570%
            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, 0.430% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.645%
            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, 0.500% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.750%
            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, 0.850% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 1.275%
            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 1.350% in the case of each Distribution
            Date through and including the Optional Termination Date and 1.850% 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, 2.250% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 2.750%
            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.

           

          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          

          “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 (other than a Class P 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-1A, Class A-1B, 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-1A Principal Distribution Amount, (ii) the Class A-1B Principal
            Distribution Amount and (iii) the Class A-2 Principal Distribution
            Amount.

           

          “Class
            A-1A Allocation Percentage”:
            With
            respect to any Distribution Date is the percentage equivalent of a fraction,
            the
            numerator of which is (x) the Group IA Principal Remittance Amount for
            such
            Distribution Date and the denominator of which is (y) the Principal Remittance
            Amount for such Distribution Date.

           

          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          

          “Class
            A-1A Certificate”:
            Any
            one of the Class A-1A 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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “Class
            A-1A 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-1A Certificates immediately prior to such Distribution
            Date over (y) the lesser of (A) the product of (i) 58.80% and (ii) the
            aggregate
            Stated Principal Balance of the Group IA 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 IA
            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 IA Mortgage Loans as of the
            Cut-off
            Date.

           

          “Class
            A-1B Allocation Percentage”:
            With
            respect to any Distribution Date is the percentage equivalent of a fraction,
            the
            numerator of which is (x) the Group IB Principal Remittance Amount for
            such
            Distribution Date and the denominator of which is (y) the Principal Remittance
            Amount for such Distribution Date.

           

          “Class
            A-1B Certificate”:
            Any
            one of the Class A-1B 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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “Class
            A-1B 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-1B Certificates immediately prior to such Distribution
            Date over (y) the lesser of (A) the product of (i) 58.80% and (ii) the
            aggregate
            Stated Principal Balance of the Group IB 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 IB
            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 IB 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.

           

          
            
              
              

            

            
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          “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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “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) 58.80% 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 (i) a Regular Interest in REMIC
            III, (ii)
            beneficial ownership of the Reserve Fund and (iii) beneficial ownership
            of the
            Supplemental Interest Trust.

           

          
            
              
              

            

            
              20

              
                

              

            

            
              
              

            

          

          “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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “Class
            M-1/M-2/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) and (ii) the sum of the Certificate Principal Balances
            of the
            Class M-1, Class M-2 and Class M-3 Certificates immediately prior to
            such
            Distribution Date over (y) the lesser of (A) the product of (i) 76.60%
            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-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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          
            
              
              

            

            
              21

              
                

              

            

            
              
              

            

          

          “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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “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 aggregate Certificate Principal Balance
            of the
            Class M-1, Class M-2 and Class M-3 Certificates (after taking into account
            the
            payment of the Class M-1/M-2/M-3 Principal Distribution Amount on such
            Distribution Date) and (iii) 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) 80.20% and (ii) the aggregate Stated Principal
            Balance of
            the Mortgage Loans as of the last day of the related Due Period (after
            giving
            effect to scheduled payments of principal due during the related Due
            Period, to
            the extent received or advanced and unscheduled collections of principal
            received during the related Prepayment Period) and (B) the aggregate
            Stated
            Principal Balance of the Mortgage Loans as of the last day of the related
            Due
            Period (after giving effect to scheduled payments of principal due during
            the
            related Due Period, to the extent received or advanced and unscheduled
            collections of principal received during the related Prepayment Period)
            minus
            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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “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 aggregate Certificate Principal Balance
            of the
            Class M-1, Class M-2 and Class M-3 Certificates (after taking into account
            the
            payment of the Class M-1/M-2/M-3 Principal Distribution Amount on such
            Distribution Date), (iii) 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 (iv) 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) 83.70%
            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.

           

          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

          

          “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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “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 aggregate Certificate Principal Balance
            of the
            Class M-1, Class M-2 and Class M-3 Certificates (after taking into account
            the
            payment of the Class M-1/M-2/M-3 Principal Distribution Amount on such
            Distribution Date), (iii) 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), (iv) 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 (v)
            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)
            86.90% 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-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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “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 aggregate Certificate Principal Balance
            of the
            Class M-1, Class M-2 and Class M-3 Certificates (after taking into account
            the
            payment of the Class M-1/M-2/M-3 Principal Distribution Amount on such
            Distribution Date), (iii) 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), (iv) 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),
            (v) 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 (vi) the Certificate Principal Balance of the
            Class M-7
            Certificates immediately prior to such Distribution Date over (y) the
            lesser of
            (A) the product of (i) 90.10% 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.

           

          
            
              
              

            

            
              23

              
                

              

            

            
              
              

            

          

          “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 (i) a Regular Interest in REMIC
            III, (ii)
            the right to receive the related Net WAC Rate Carryover Amount and (iii)
            the
            obligation to pay any Class IO Distribution Amount.

           

          “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 aggregate Certificate Principal Balance
            of the
            Class M-1, Class M-2 and Class M-3 Certificates (after taking into account
            the
            payment of the Class M-1/M-2/M-3 Principal Distribution Amount on such
            Distribution Date), (iii) 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), (iv) 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),
            (v) 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), (vi) 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 (vii) the Certificate
            Principal Balance of the Class M-8 Certificates immediately prior to
            such
            Distribution Date over (y) the lesser of (A) the product of (i) 92.30%
            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.

           

          
            
              
              

            

            
              24

              
                

              

            

            
              
              

            

          

          “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 (i)
            a
            Regular Interest in REMIC III, (ii) the right to receive the related
            Net WAC
            Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
            Amount.

           

          “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 aggregate Certificate Principal Balance
            of the
            Class M-1, Class M-2 and Class M-3 Certificates (after taking into account
            the
            payment of the Class M-1/M-2/M-3 Principal Distribution Amount on such
            Distribution Date), (iii) 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), (iv) 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),
            (v) 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), (vi) 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), (vii) 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
            (viii) 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) 94.30% 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
            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.

           

          
            
              
              

            

            
              25

              
                

              

            

            
              
              

            

          

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

           

          “Closing
            Date”:
            November 29, 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-ASAP6, 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-ASAP6, 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-ASAP6),
            and
            (B) for all other purposes, Wells Fargo Bank, National Association, P.O.
            Box 98,
            Columbia, Maryland 21046, Attention: Corporate Trust (ACE 2006-ASAP6)
            (or for
            overnight deliveries, at 9062 Old Annapolis Road, Columbia, Maryland
            21045,
            Attention: Corporate Trust (ACE 2006-ASAP6)), 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-1A

                    	 	
                      A-1A

                    
	
                      REMIC
                        II REGULAR INTEREST A-1B

                    	 	
                      A-1B

                    
	
                      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

                    


            

             

            
              
                
                

              

              
                26

                
                  

                

              

              
                
                

              

            

            
              	
                      REMIC
                        II REGULAR INTEREST

                    	 	
                      CLASS

                    


            

            
              	
                      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 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), 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/or 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”:
            0.0140% 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, November 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.

           

          
            
              
              

            

            
              27

              
                

              

            

            
              
              

            

          

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

           

          “DBNTC
            Custodial Agreement”:
            The
            Custodial Agreement, dated as of November 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).

           

          
            
              
              

            

            
              28

              
                

              

            

            
              
              

            

          

          “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-ASAP6”. 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.

           

          
            
              
              

            

            
              29

              
                

              

            

            
              
              

            

          

          “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 December
            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.

           

          
            
              
              

            

            
              30

              
                

              

            

            
              
              

            

          

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

           

          “Final
            Maturity Date”:
            The
            Distribution Date occurring in December 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
            IA Allocation Percentage”:
            The
            aggregate principal balance of the Group IA Mortgage Loans divided by
            the sum of
            the aggregate principal balance of the Group IA Mortgage Loans, Group
            IB
            Mortgage Loans and Group II Mortgage Loans.

           

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

           

          “Group
            IA Cap Credit Support Annex:
            The
            credit support annex, dated as of November 29, 2006, between the Trustee
            and the
            Cap Provider, which is annexed to and forms part of the Group IA Cap
            Agreement.

           

          “Group
            IA 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 IA 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 IA Mortgage
            Loans).

           

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

           

          
            
              
              

            

            
              31

              
                

              

            

            
              
              

            

          

          “Group
            IA Principal Distribution Amount”:
            With
            respect to any Distribution Date the sum of (i) the principal portion
            of all
            Monthly Payments on the Group IA 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 IA 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
            IA 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-1A Allocation
            Percentage of the amount of any Overcollateralization Increase Amount
            for such
            Distribution Date minus
            (v) the
            Class A-1A Allocation Percentage of the amount of any Overcollateralization
            Reduction Amount for such Distribution Date.

           

          “Group
            IA 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 IA Principal Distribution
            Amount.

           

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

           

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

           

          “Group
            IB Cap Credit Support Annex:
            The
            credit support annex, dated as of November 29, 2006, between the Trustee
            and the
            Cap Provider, which is annexed to and forms part of the Group IB Cap
            Agreement.

           

          “Group
            IB 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 IB 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 IB Mortgage
            Loans).

           

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

           

          
            
              
              

            

            
              32

              
                

              

            

            
              
              

            

          

          “Group
            IB Principal Distribution Amount”:
            With
            respect to any Distribution Date the sum of (i) the principal portion
            of all
            Monthly Payments on the Group IB 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 IB 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
            IB 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-1B Allocation
            Percentage of the amount of any Overcollateralization Increase Amount
            for such
            Distribution Date minus
            (v) the
            Class A-1B Allocation Percentage of the amount of any Overcollateralization
            Reduction Amount for such Distribution Date.

           

          “Group
            IB 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 IB 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 IA Mortgage Loans, Group
            IB
            Mortgage Loans and 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 Cap Credit Support Annex:
            The
            credit support annex, dated as of November 29, 2006, between the Trustee
            and the
            Cap Provider, which is annexed to and forms part of the Group II Cap
            Agreement.

           

          “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.

           

          
            
              
              

            

            
              33

              
                

              

            

            
              
              

            

          

          “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.

           

          
            
              
              

            

            
              34

              
                

              

            

            
              
              

            

          

          “Initial
            Deposit”:
            An
            amount equal to $650,792.32 remitted by the Sponsor to the Securities
            Administrator on the Closing Date for deposit in the Distribution
            Account.

           

          “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 IA Interest
            Remittance Amount, (ii) the Group IB Interest Remittance Amount and (iii)
            the
            Group II Interest Remittance Amount.

           

          “Last
            Scheduled Distribution Date”:
            The
            Distribution Date occurring in December 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.

           

          
            
              
              

            

            
              35

              
                

              

            

            
              
              

            

          

          “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-1A, REMIC II Regular Interest A-1B,
            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 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.

           

          
            
              
              

            

            
              36

              
                

              

            

            
              
              

            

          

          “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”:
            0.0080% 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-1A, REMIC II Regular Interest A-1B, 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 and REMIC II Regular Interest M-9
            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.

           

          
            
              
              

            

            
              37

              
                

              

            

            
              
              

            

          

          “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 or Class M-9 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.

           

          
            
              
              

            

            
              38

              
                

              

            

            
              
              

            

          

          “Mortgage
            Loan Purchase Agreement”:
            Shall
            mean the Mortgage Loan Purchase Agreement dated as of November 29, 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 IA Mortgage Loans, Group IB Mortgage
            Loans and
            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;

           

          
            
              
              

            

            
              39

              
                

              

            

            
              
              

            

          

          (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;

           

          
            
              
              

            

            
              40

              
                

              

            

            
              
              

            

          

          (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;

           

          (xxxviii) 
            the
            Servicer; and

           

          (xxxix) 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.

           

          
            
              
              

            

            
              41

              
                

              

            

            
              
              

            

          

          “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-1A 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 IA Mortgage Loans in the related Due Period
            minus the
            fees payable to the Servicer, the Master Servicer and the Credit Risk
            Manager
            with respect to the Group IA Mortgage Loans for such Distribution Date
            and the
            Group IA 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 IA 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) after giving effect to principal
            prepayments received during the related Prepayment Period which were
            distributed
            on the immediately preceding Distribution Date. For federal income tax
            purposes,
            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 IA-GRP, weighted on the
            basis of
            the Uncertificated Balance of such REMIC II Regular Interest.

           

          
            
              
              

            

            
              42

              
                

              

            

            
              
              

            

          

          With
            respect to the Class A-1B 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 IB Mortgage Loans in the related Due Period
            minus the
            fees payable to the Servicer, the Master Servicer and the Credit Risk
            Manager
            with respect to the Group IB Mortgage Loans for such Distribution Date
            and the
            Group IB 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 IB 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) after giving effect to principal
            prepayments received during the related Prepayment Period which were
            distributed
            on the immediately preceding Distribution Date. For federal income tax
            purposes,
            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 IB-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 related Due Period
            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) after giving effect to principal
            prepayments received during the related Prepayment Period which were
            distributed
            on the immediately preceding Distribution Date. For federal income tax
            purposes,
            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.

           

          
            
              
              

            

            
              43

              
                

              

            

            
              
              

            

          

          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-1A Certificates, (ii) the Net
            WAC
            Pass-Through Rate for the Class A-1B Certificates and (iii) the Net WAC
            Pass-Through Rate for the Class A-2 Certificates. For federal income
            tax
            purposes, 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 IA-SUB, subject
            to a
            cap and a floor equal to the REMIC II Remittance Rate on REMIC II Regular
            Interest IA-GRP, (b) REMIC II Regular Interest IB-SUB, subject to a cap
            and a
            floor equal to the REMIC II Remittance Rate on REMIC II Regular Interest
            IB-GRP
            and (c) 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.

           

          
            
              
              

            

            
              44

              
                

              

            

            
              
              

            

          

          “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
            $679,079,380.95.

           

          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 

                    	 	
                      IA-1-A
                        through IA-58-A, IB-1-A through IB-58-A and II-1-A through
                        II-58-A
                        

                    
	
                      8

                    	 	
                      IA-2-A
                        through IA-58-A, IB-2-A through IB-58-A and II-2-A through
                        II-58-A
                        

                    
	
                      9

                    	 	
                      IA-3-A
                        through IA-58-A, IB-3-A through IB-58-A and II-3-A through
                        II-58-A
                        

                    
	
                      10

                    	 	
                      IA-4-A
                        through IA-58-A, IB-4-A through IB-58-A and II-4-A through
                        II-58-A
                        

                    
	
                      11

                    	 	
                      IA-5-A
                        through IA-58-A, IB-5-A through IB-58-A and II-5-A through
                        II-58-A
                        

                    
	
                      12

                    	 	
                      IA-6-A
                        through IA-58-A, IB-6-A through IB-58-A and II-6-A through
                        II-58-A
                        

                    
	
                      13

                    	 	
                      IA-7-A
                        through IA-58-A, IB-7-A through IB-58-A and II-7-A through
                        II-58-A
                        

                    
	
                      14

                    	 	
                      IA-8-A
                        through IA-58-A, IB-8-A through IB-58-A and II-8-A through
                        II-58-A
                        

                    
	
                      15

                    	 	
                      IA-9-A
                        through IA-58-A, IB-9-A through IB-58-A and II-9-A through
                        II-58-A
                        

                    
	
                      16

                    	 	
                      IA-10-A
                        through IA-58-A, IB-10-A through IB-58-A and II-10-A through
                        II-58-A
                        

                    
	
                      17

                    	 	
                      IA-11-A
                        through IA-58-A, IB-11-A through IB-58-A and II-11-A through
                        II-58-A
                        

                    
	
                      18

                    	 	
                      IA-12-A
                        through IA-58-A, IB-12-A through IB-58-A and II-12-A through
                        II-58-A
                        

                    
	
                      19

                    	 	
                      IA-13-A
                        through IA-58-A, IB-13-A through IB-58-A and II-13-A through
                        II-58-A
                        

                    
	
                      20

                    	 	
                      IA-14-A
                        through IA-58-A, IB-14-A through IB-58-A and II-14-A through
                        II-58-A
                        

                    
	
                      21

                    	 	
                      IA-15-A
                        through IA-58-A, IB-15-A through IB-58-A and II-15-A through
                        II-58-A
                        

                    
	
                      22

                    	 	
                      IA-16-A
                        through IA-58-A, IB-16-A through IB-58-A and II-16-A through
                        II-58-A
                        

                    
	
                      23

                    	 	
                      IA-17-A
                        through IA-58-A, IB-17-A through IB-58-A and II-17-A through
                        II-58-A
                        

                    
	
                      24

                    	 	
                      IA-18-A
                        through IA-58-A, IB-18-A through IB-58-A and II-18-A through
                        II-58-A
                        

                    
	
                      25

                    	 	
                      IA-19-A
                        through IA-58-A, IB-19-A through IB-58-A and II-19-A through
                        II-58-A
                        

                    
	
                      26

                    	 	
                      IA-20-A
                        through IA-58-A, IB-20-A through IB-58-A and II-20-A through
                        II-58-A
                        

                    
	
                      27

                    	 	
                      IA-21-A
                        through IA-58-A, IB-21-A through IB-58-A and II-21-A through
                        II-58-A
                        

                    
	
                      28

                    	 	
                      IA-22-A
                        through IA-58-A, IB-22-A through IB-58-A and II-22-A through
                        II-58-A
                        

                    
	
                      29

                    	 	
                      IA-23-A
                        through IA-58-A, IB-23-A through IB-58-A and II-23-A through
                        II-58-A
                        

                    
	
                      30

                    	 	
                      IA-24-A
                        through IA-58-A, IB-24-A through IB-58-A and II-24-A through
                        II-58-A
                        

                    
	
                      31

                    	 	
                      IA-25-A
                        through IA-58-A, IB-25-A through IB-58-A and II-25-A through
                        II-58-A
                        

                    
	
                      32

                    	 	
                      IA-26-A
                        through IA-58-A, IB-26-A through IB-58-A and II-26-A through
                        II-58-A
                        

                    
	
                      33

                    	 	
                      IA-27-A
                        through IA-58-A, IB-27-A through IB-58-A and II-27-A through
                        II-58-A
                        

                    
	
                      34

                    	 	
                      IA-28-A
                        through IA-58-A, IB-28-A through IB-58-A and II-28-A through
                        II-58-A
                        

                    
	
                      35

                    	 	
                      IA-29-A
                        through IA-58-A, IB-29-A through IB-58-A and II-29-A through
                        II-58-A
                        

                    
	
                      36

                    	 	
                      IA-30-A
                        through IA-58-A, IB-30-A through IB-58-A and II-30-A through
                        II-58-A
                        

                    
	
                      37

                    	 	
                      IA-31-A
                        through IA-58-A, IB-31-A through IB-58-A and II-31-A through
                        II-58-A
                        

                    
	
                      38

                    	 	
                      IA-32-A
                        through IA-58-A, IB-32-A through IB-58-A and II-32-A through
                        II-58-A
                        

                    
	
                      39

                    	 	
                      IA-33-A
                        through IA-58-A, IB-33-A through IB-58-A and II-33-A through
                        II-58-A
                        

                    
	
                      40

                    	 	
                      IA-34-A
                        through IA-58-A, IB-34-A through IB-58-A and II-34-A through
                        II-58-A
                        

                    
	
                      41

                    	 	
                      IA-35-A
                        through IA-58-A, IB-35-A through IB-58-A and II-35-A through
                        II-58-A
                        

                    
	
                      42

                    	 	
                      IA-36-A
                        through IA-58-A, IB-36-A through IB-58-A and II-36-A through
                        II-58-A
                        

                    
	
                      43

                    	 	
                      IA-37-A
                        through IA-58-A, IB-37-A through IB-58-A and II-37-A through
                        II-58-A
                        

                    
	
                      44

                    	 	
                      IA-38-A
                        through IA-58-A, IB-38-A through IB-58-A and II-38-A through
                        II-58-A
                        

                    
	
                      45

                    	 	
                      IA-39-A
                        through IA-58-A, IB-39-A through IB-58-A and II-39-A through
                        II-58-A
                        

                    
	
                      46

                    	 	
                      IA-40-A
                        through IA-58-A, IB-40-A through IB-58-A and II-40-A through
                        II-58-A
                        

                    
	
                      47

                    	 	
                      IA-41-A
                        through IA-58-A, IB-41-A through IB-58-A and II-41-A through
                        II-58-A
                        

                    
	
                      48

                    	 	
                      IA-42-A
                        through IA-58-A, IB-42-A through IB-58-A and II-42-A through
                        II-58-A
                        

                    
	
                      49

                    	 	
                      IA-43-A
                        through IA-58-A, IB-43-A through IB-58-A and II-43-A through
                        II-58-A
                        

                    
	
                      50

                    	 	
                      IA-44-A
                        through IA-58-A, IB-44-A through IB-58-A and II-44-A through
                        II-58-A
                        

                    
	
                      51

                    	 	
                      IA-45-A
                        through IA-58-A, IB-45-A through IB-58-A and II-45-A through
                        II-58-A
                        

                    
	
                      52

                    	 	
                      IA-46-A
                        through IA-58-A, IB-46-A through IB-58-A and II-46-A through
                        II-58-A
                        

                    
	
                      53

                    	 	
                      IA-47-A
                        through IA-58-A, IB-47-A through IB-58-A and II-47-A through
                        II-58-A
                        

                    
	
                      54

                    	 	
                      IA-48-A
                        through IA-58-A, IB-48-A through IB-58-A and II-48-A through
                        II-58-A
                        

                    


            

             

            
              
                
                

              

              
                45

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interests

                    


            

            
              	
                      55

                    	 	
                      IA-49-A
                        through IA-58-A, IB-49-A through IB-58-A and II-49-A through
                        II-58-A
                        

                    
	
                      56

                    	 	
                      IA-50-A
                        through IA-58-A, IB-50-A through IB-58-A and II-50-A through
                        II-58-A
                        

                    
	
                      57

                    	 	
                      IA-51-A
                        through IA-58-A, IB-51-A through IB-58-A and II-51-A through
                        II-58-A
                        

                    
	
                      58

                    	 	
                      IA-52-A
                        through IA-58-A, IB-52-A through IB-58-A and II-52-A through
                        II-58-A
                        

                    
	
                      59

                    	 	
                      IA-53-A
                        through IA-58-A, IB-53-A through IB-58-A and II-53-A through
                        II-58-A
                        

                    
	
                      60

                    	 	
                      IA-54-A
                        through IA-58-A, IB-54-A through IB-58-A and II-54-A through
                        II-58-A
                        

                    
	
                      61

                    	 	
                      IA-55-A
                        through IA-58-A, IB-55-A through IB-58-A and II-55-A through
                        II-58-A
                        

                    
	
                      62

                    	 	
                      IA-56-A
                        through IA-58-A, IB-56-A through IB-58-A and II-56-A through
                        II-58-A
                        

                    
	
                      63

                    	 	
                      IA-57-A
                        and IA-58-A, IB-57-A and IB-58-A and II-57-A and II-58-A
                        

                    
	
                      64

                    	 	
                      IA-58-A,
                        IB-58-A and II-58-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.

           

          
            
              
              

            

            
              46

              
                

              

            

            
              
              

            

          

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

           

          With
            respect to the Class A-1B Certificates and, for purposes of the definition
            of
“Marker Rate”, REMIC II Regular Interest A-1B, 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.

           

          
            
              
              

            

            
              47

              
                

              

            

            
              
              

            

          

          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.

           

          “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
            first 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 has been 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.

           

          
            
              
              

            

            
              48

              
                

              

            

            
              
              

            

          

          “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 (xviii)
            below, and
            the denominator of which is the aggregate Uncertificated Balances of
            REMIC II
            Regular Interest AA, REMIC II Regular Interest A-1A, REMIC II Regular
            Interest
            A-1B, 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 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-1A minus the Marker
            Rate,
            applied to an amount equal to the Uncertificated Balance of REMIC II
            Regular
            Interest A-1A;

           

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

           

          (iv) 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;

           

          (v) 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;

           

          
            
              
              

            

            
              49

              
                

              

            

            
              
              

            

          

          (vi) 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;

           

          (vii) 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;

           

          (viii) 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;

           

          (ix) 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;

           

          (x) 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;

           

          (xi) 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;

           

          (xii) 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;

           

          (xiii) 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;

           

          (xiv) 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;

           

          (xv) 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;

           

          (xvi) 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;

           

          (xvii) 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

           

          
            
              
              

            

            
              50

              
                

              

            

            
              
              

            

          

          (xviii) 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;

           

          
            
              
              

            

            
              51

              
                

              

            

            
              
              

            

          

          (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;

           

          
            
              
              

            

            
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          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:

           

          
            
              
              

            

            
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          (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 preceding 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 immediately preceding the month in which the related Distribution
            Date occurs and (ii) with respect to Principal Prepayments in full, the
            period
            from the 16th day of the month immediately 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) to the 15th day of
            the month
            in which such Distribution Date occurs.

           

          
            
              
              

            

            
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          “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 IA Principal
            Distribution Amount, the Group IB 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 IA Principal
            Remittance
            Amount, the Group IB 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.

           

          
            
              
              

            

            
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          “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 (xiii) 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.

           

          
            
              
              

            

            
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          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.

           

          
            
              
              

            

            
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          “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. 

           

          
            
              
              

            

            
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          “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) the Supplemental Interest Trust.

           

          “REMIC
            I Group IA Regular Interests”:
            REMIC
            I Regular Interest IA and REMIC I Regular Interest IA-1-A through REMIC
            I
            Regular Interest IA-58-B as designated in the Preliminary Statement
            hereto.

           

          “REMIC
            I Group IB Regular Interests”:
            REMIC
            I Regular Interest IB and REMIC I Regular Interest IB-1-A through REMIC
            I
            Regular Interest IB-58-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-58-B as designated in the Preliminary Statement
            hereto.

           

          “REMIC
            I Regular Interest”:
            Any of
            the 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.


           

          
            
              
              

            

            
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          “REMIC
            I Remittance Rate”:
            With
            respect to REMIC I Regular Interest IA, a per annum rate equal to the
            weighted
            average of the Net Mortgage Rates of the Group IA Mortgage Loans. With
            respect
            to each REMIC I Group IA Regular Interest ending with the designation
“A”, a per
            annum rate equal to the weighted average of the Net Mortgage Rates of
            the Group
            IA Mortgage Loans multiplied by 2, subject to a maximum rate of 9.880%.
            With
            respect to each REMIC I Group IA 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
            IA
            Mortgage Loans over (ii) 9.880% and (y) 0.00%. With respect to REMIC
            I Regular
            Interest IB, a per annum rate equal to the weighted average of the Net
            Mortgage
            Rates of the Group IB Mortgage Loans. With respect to each REMIC I Group
            IB
            Regular Interest ending with the designation “A”, a per annum rate equal to the
            weighted average of the Net Mortgage Rates of the Group IB Mortgage Loans
            multiplied by 2, subject to a maximum rate of 9.880%. With respect to
            each REMIC
            I Group IB 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 IB Mortgage Loans
            over
            (ii) 9.880% 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 9.880%. 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) 9.880% 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-1A, REMIC
            II Regular Interest A-1B, 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
            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-1A, REMIC II Regular Interest A-1B, 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 and REMIC II Regular Interest M-9, in each
            case as
            of such date of determination.

           

          
            
              
              

            

            
              60

              
                

              

            

            
              
              

            

          

          “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-1A, REMIC II Regular Interest A-1B, 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 and REMIC II Regular Interest M-9 and the
            denominator of which is the aggregate of the Uncertificated Balances
            of REMIC II
            Regular Interest A-1A, REMIC II Regular Interest A-1B, 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 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-1A”:
            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-1A 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-1B”:
            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-1B 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.

           

          
            
              
              

            

            
              61

              
                

              

            

            
              
              

            

          

          “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.

           

          
            
              
              

            

            
              62

              
                

              

            

            
              
              

            

          

          “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.

           

          
            
              
              

            

            
              63

              
                

              

            

            
              
              

            

          

          “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 IA-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 IA-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 IA-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 IA-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 IB-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 IB-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 IB-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 IB-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.

           

          
            
              
              

            

            
              64

              
                

              

            

            
              
              

            

          

          “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-1A,
            REMIC
            II Regular Interest A-1B, 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
            ZZ, REMIC
            II Regular Interest P, REMIC II Regular Interest IA-SUB, REMIC II Regular
            Interest IB-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 IA, REMIC I Regular Interest
            IB 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 

                    	 	
                      IA-1-A
                        through IA-58-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-58-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-58-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      7

                    	 	
                      IA-1-A
                        through IA-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-58-A

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

                    
	 	 	
                      II-1-A
                        through II-58-A

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

                    


            

             

            
              
                
                

              

              
                65

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	
                      8

                    	 	
                      IA-2-A
                        through IA-58-A

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

                    
	 	 	
                      IB-2-A
                        through IB-58-A

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

                    
	 	 	
                      II-2-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      9

                    	 	
                      IA-3-A
                        through IA-58-A

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

                    
	 	 	
                      IB-3-A
                        through IB-58-A

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

                    
	 	 	
                      II-3-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        and IA-2-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        and IB-2-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        and II-2-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      10

                    	 	
                      IA-4-A
                        through IA-58-A

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

                    
	 	 	
                      IB-4-A
                        through IB-58-A

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

                    
	 	 	
                      II-4-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-3-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-3-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-3-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      11

                    	 	
                      IA-5-A
                        through IA-58-A

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

                    
	 	 	
                      IB-5-A
                        through IB-58-A

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

                    
	 	 	
                      II-5-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-4-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-4-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-4-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      12

                    	 	
                      IA-6-A
                        through IA-58-A

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

                    
	 	 	
                      IB-6-A
                        through IB-58-A

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

                    
	 	 	
                      II-6-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-5-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-5-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-5-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      13

                    	 	
                      IA-7-A
                        through IA-58-A

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

                    
	 	 	
                      IB-7-A
                        through IB-58-A

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

                    
	 	 	
                      II-7-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-6-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-6-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      IB-1-A
                        through IB-6-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      14

                    	 	
                      IA-8-A
                        through IA-58-A

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

                    
	 	 	
                      IB-8-A
                        through IB-58-A

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

                    


            

             

            
              
                
                

              

              
                66

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	 	 	
                      II-8-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-7-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-7-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-7-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      15

                    	 	
                      IA-9-A
                        through IA-58-A

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

                    
	 	 	
                      IB-9-A
                        through IB-58-A

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

                    
	 	 	
                      II-9-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-8-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-8-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-8-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      16

                    	 	
                      IA-10-A
                        through IA-58-A

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

                    
	 	 	
                      IB-10-A
                        through IB-58-A

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

                    
	 	 	
                      II-10-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-9-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-9-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-9-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      17

                    	 	
                      IA-11-A
                        through IA-58-A

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

                    
	 	 	
                      IB-11-A
                        through IB-58-A

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

                    
	 	 	
                      II-11-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-10-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-10-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-10-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      18

                    	 	
                      IA-12-A
                        through IA-58-A

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

                    
	 	 	
                      IB-12-A
                        through IB-58-A

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

                    
	 	 	
                      II-12-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-11-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-11-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-11-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      19

                    	 	
                      IA-13-A
                        through IA-58-A

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

                    
	 	 	
                      IB-13-A
                        through IB-58-A

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

                    
	 	 	
                      II-13-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-12-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-12-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-12-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      20

                    	 	
                      IA-14-A
                        through IA-58-A

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

                    
	 	 	
                      IB-14-A
                        through IB-58-A

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

                    
	 	 	
                       

                      II-14-A
                        through II-58-A

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

                    


            

             

            
              
                
                

              

              
                67

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	 	 	
                      IA-1-A
                        through IA-13-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-13-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-13-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      21

                    	 	
                      IA-15-A
                        through IA-58-A

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

                    
	 	 	
                      IB-15-A
                        through IB-58-A

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

                    
	 	 	
                      II-15-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-14-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-14-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-14-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      22

                    	 	
                      IA-16-A
                        through IA-58-A

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

                    
	 	 	
                      IB-16-A
                        through IB-58-A

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

                    
	 	 	
                      II-16-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-15-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-15-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-15-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      23

                    	 	
                      IA-17-A
                        through IA-58-A

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

                    
	 	 	
                      IB-17-A
                        through IB-58-A

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

                    
	 	 	
                      II-17-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-16-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-16-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-16-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      24

                    	 	
                      IA-18-A
                        through IA-58-A

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

                    
	 	 	
                      IB-18-A
                        through IB-58-A

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

                    
	 	 	
                      II-18-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-17-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-17-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-17-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      25

                    	 	
                      IA-19-A
                        through IA-58-A

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

                    
	 	 	
                      IB-19-A
                        through IB-58-A

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

                    
	 	 	
                      II-19-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-18-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-18-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-18-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      26

                    	 	
                      IA-20-A
                        through IA-58-A

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

                    
	 	 	
                      IB-20-A
                        through IB-58-A

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

                    
	 	 	
                      II-20-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-19-A

                    	 	
                      REMIC
                        I Remittance Rate

                    


            

             

            
              
                
                

              

              
                68

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	 	 	
                      IB-1-A
                        through IB-19-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-19-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      27

                    	 	
                      IA-21-A
                        through IA-58-A

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

                    
	 	 	
                      IB-21-A
                        through IB-58-A

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

                    
	 	 	
                      II-21-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-20-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-20-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-20-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      28

                    	 	
                      IA-22-A
                        through IA-58-A

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

                    
	 	 	
                      IB-22-A
                        through IB-58-A

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

                    
	 	 	
                      II-22-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-21-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-21-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-21-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      29

                    	 	
                      IA-23-A
                        through IA-58-A

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

                    
	 	 	
                      IB-23-A
                        through IB-58-A

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

                    
	 	 	
                      II-23-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-22-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-22-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-22-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      30

                    	 	
                      IA-24-A
                        through IA-58-A

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

                    
	 	 	
                      IB-24-A
                        through IB-58-A

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

                    
	 	 	
                      II-24-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-23-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-23-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-23-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      31

                    	 	
                      IA-25-A
                        through IA-58-A

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

                    
	 	 	
                      IB-25-A
                        through IB-58-A

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

                    
	 	 	
                      II-25-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-24-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-24-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-24-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      32

                    	 	
                      IA-26-A
                        through IA-58-A

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

                    
	 	 	
                      IB-26-A
                        through IB-58-A

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

                    
	 	 	
                      II-26-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-25-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-25-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-25-A

                    	 	
                      REMIC
                        I Remittance Rate

                    


            

             

            
              
                
                

              

              
                69

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	
                      33

                    	 	
                      IA-27-A
                        through IA-58-A

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

                    
	 	 	
                      IB-27-A
                        through IB-58-A

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

                    
	 	 	
                      II-27-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-26-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-26-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-26-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      34

                    	 	
                      IA-28-A
                        through IA-58-A

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

                    
	 	 	
                      IB-28-A
                        through IB-58-A

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

                    
	 	 	
                      II-28-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-27-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-27-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-27-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      35

                    	 	
                      IA-29-A
                        through IA-58-A

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

                    
	 	 	
                      IB-29-A
                        through IB-58-A

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

                    
	 	 	
                      II-29-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-28-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-28-A

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

                    
	 	 	
                      II-1-A
                        through II-28-A

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

                    
	
                      36

                    	 	
                      IA-30-A
                        through IA-58-A

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

                    
	 	 	
                      IB-30-A
                        through IB-58-A

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

                    
	 	 	
                      II-30-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-29-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-29-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-29-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      37

                    	 	
                      IA-31-A
                        through IA-58-A

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

                    
	 	 	
                      IB-31-A
                        through IB-58-A

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

                    
	 	 	
                      II-31-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-30-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-30-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-30-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      38

                    	 	
                      IA-32-A
                        through IA-58-A

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

                    
	 	 	
                      IB-32-A
                        through IB-58-A

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

                    
	 	 	
                      II-32-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-31-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-31-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-31-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      39

                    	 	
                      IA-33-A
                        through IA-58-A

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

                    


            

             

            
              
                
                

              

              
                70

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	 	 	
                      IB-33-A
                        through IB-58-A

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

                    
	 	 	
                      II-33-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-32-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-32-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-32-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      40

                    	 	
                      IA-34-A
                        through IA-58-A

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

                    
	 	 	
                      IB-34-A
                        through IB-58-A

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

                    
	 	 	
                      II-34-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-33-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-33-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-33-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      41

                    	 	
                      IA-35-A
                        through IA-58-A

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

                    
	 	 	
                      IB-35-A
                        through IB-58-A

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

                    
	 	 	
                      II-35-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-34-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-34-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-34-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      42

                    	 	
                      IA-36-A
                        through IA-58-A

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

                    
	 	 	
                      IB-36-A
                        through IB-58-A

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

                    
	 	 	
                      II-36-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-35-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-35-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-35-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      43

                    	 	
                      IA-37-A
                        through IA-58-A

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

                    
	 	 	
                      IB-37-A
                        through IB-58-A

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

                    
	 	 	
                      II-37-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-36-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-36-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-36-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IA-38-A
                        through IA-58-A

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

                    
	
                      44

                    	 	
                      IB-38-A
                        through IB-58-A

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

                    
	 	 	
                      II-38-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-37-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-37-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-37-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IA-39-A
                        through IA-58-A

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

                    
	
                      45

                    	 	
                      IB-39-A
                        through IB-58-A

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

                    


            

             

            
              
                
                

              

              
                71

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	 	 	
                      II-39-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-38-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-38-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-38-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IA-40-A
                        through IA-58-A

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

                    
	
                      46

                    	 	
                      IB-40-A
                        through IB-58-A

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

                    
	 	 	
                      II-40-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-39-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-39-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-39-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IA-41-A
                        through IA-58-A

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

                    
	
                      47

                    	 	
                      IB-41-A
                        through IB-58-A

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

                    
	 	 	
                      II-41-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-40-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-40-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-40-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IA-42-A
                        through IA-58-A

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

                    
	
                      48

                    	 	
                      IB-42-A
                        through IB-58-A

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

                    
	 	 	
                      II-42-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-41-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-41-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-41-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IA-43-A
                        through IA-58-A

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

                    
	
                      49

                    	 	
                      IB-43-A
                        through IB-58-A

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

                    
	 	 	
                      II-43-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-42-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-42-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-42-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      50

                    	 	
                      IA-44-A
                        through IA-58-A

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

                    
	 	 	
                      IB-44-A
                        through IB-58-A

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

                    
	 	 	
                      II-44-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-43-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-43-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-43-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      51

                    	 	
                      IA-45-A
                        through IA-58-A

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

                    
	 	 	
                      IB-45-A
                        through IB-58-A

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

                    


            

             

            
              
                
                

              

              
                72

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	 	 	
                      II-45-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-44-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-44-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-44-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      52

                    	 	
                      IA-46-A
                        through IA-58-A

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

                    
	 	 	
                      IB-46-A
                        through IB-58-A

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

                    
	 	 	
                      II-46-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-45-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-45-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-45-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      53

                    	 	
                      IA-47-A
                        through IA-58-A

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

                    
	 	 	
                      IB-47-A
                        through IB-58-A

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

                    
	 	 	
                      II-47-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-46-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-46-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-46-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      54

                    	 	
                      IA-48-A
                        through IA-58-A

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

                    
	 	 	
                      IB-48-A
                        through IB-58-A

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

                    
	 	 	
                      II-48-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-47-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-47-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-47-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      55

                    	 	
                      IA-49-A
                        through IA-58-A

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

                    
	 	 	
                      IB-49-A
                        through IB-58-A

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

                    
	 	 	
                      II-49-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-48-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-48-A

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

                    
	 	 	
                      II-1-A
                        through II-48-A

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

                    
	
                      56

                    	 	
                      IA-50-A
                        through IA-58-A

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

                    
	 	 	
                      IB-50-A
                        through IB-58-A

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

                    
	 	 	
                      II-50-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-49-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-49-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-49-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      57

                    	 	
                      IA-51-A
                        through IA-58-A

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

                    
	 	 	
                      IB-51-A
                        through IB-58-A

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

                    


            

             

            
              
                
                

              

              
                73

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	 	 	
                      II-51-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-50-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-50-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-50-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      58

                    	 	
                      IA-52-A
                        through IA-58-A

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

                    
	 	 	
                      IB-52-A
                        through IB-58-A

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

                    
	 	 	
                      II-52-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-51-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-51-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-51-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      59

                    	 	
                      IA-53-A
                        through IA-58-A

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

                    
	 	 	
                      IB-53-A
                        through IB-58-A

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

                    
	 	 	
                      II-53-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-52-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-52-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-52-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      60

                    	 	
                      IA-54-A
                        through IA-58-A

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

                    
	 	 	
                      IB-54-A
                        through IB-58-A

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

                    
	 	 	
                      II-54-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-53-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-53-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                       

                      II-1-A
                        through II-53-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      61

                    	 	
                      IA-55-A
                        through IA-58-A

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

                    
	 	 	
                      IB-55-A
                        through IB-58-A

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

                    
	 	 	
                      II-55-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-54-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-54-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-54-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      62

                    	 	
                      IA-56-A
                        through IA-58-A

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

                    
	 	 	
                      IB-56-A
                        through IB-58-A

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

                    
	 	 	
                      II-56-A
                        through II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-55-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-55-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-55-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      63

                    	 	
                      IA-57-A
                        and IA-58-A

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

                    
	 	 	
                      IB-57-A
                        and IB-58-A

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

                    
	 	 	
                      II-57-A
                        and II-58-A

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

                    
	 	 	
                      IA-1-A
                        through IA-56-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-56-A

                    	 	
                      REMIC
                        I Remittance Rate

                    


            

             

            
              
                
                

              

              
                74

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	 	 	
                      II-1-A
                        through II-56-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      64

                    	 	
                      IA-58-A

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

                    
	 	 	
                      IB-58-A

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

                    
	 	 	
                      II-58-A
                        

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

                    
	 	 	
                      IA-1-A
                        through IA-57-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      IB-1-A
                        through IB-57-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-57-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	
                      thereafter

                    	 	
                      IA-1-A
                        through IA-58-A

                    	 	
                      REMIC
                        I Remittance Rate 

                    
	 	 	
                      IB-1-A
                        through IB-58-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	
                      II-1-A
                        through II-58-A

                    	 	
                      REMIC
                        I Remittance Rate

                    


            

          


          With
            respect to REMIC II Regular Interest IA-GRP, a per annum rate (but not
            less than
            zero) equal to the weighted average of: (w) with respect to REMIC I Regular
            Interest IA, the REMIC I Remittance Rate for such REMIC I Regular Interest
            for
            each such Distribution Date, (x) with respect to REMIC I Group IA 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 IA 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

                  	 	
                    IA-1-A
                      through IA-58-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    7

                  	 	
                    IA-1-A
                      through IA-58-A

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

                  
	 	 	 	 	 
	
                    8

                  	 	
                    IA-2-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    9

                  	 	
                    IA-3-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      and IA-2-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    10

                  	 	
                    IA-4-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-3-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    11

                  	 	
                    IA-5-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-4-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    12

                  	 	
                    IA-6-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-5-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    13

                  	 	
                    IA-7-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-6-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    14

                  	 	
                    IA-8-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-7-A

                  	 	
                    REMIC
                      I Remittance Rate

                  


          

           

          
            
              
              

            

            
              75

              
                

              

            

            
              
              

            

          

          
            	
                    Distribution
                      Date

                  	 	
                    REMIC
                      I Regular Interest

                  	 	
                    Rate

                  


          

          
            	
                    15

                  	 	
                    IA-9-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-8-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    16

                  	 	
                    IA-10-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-9-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    17

                  	 	
                    IA-11-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-10-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    18

                  	 	
                    IA-12-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-11-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    19

                  	 	
                    IA-13-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-12-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    20

                  	 	
                    IA-14-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-13-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    21

                  	 	
                    IA-15-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-14-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    22

                  	 	
                    IA-16-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-15-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    23

                  	 	
                    IA-17-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-16-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    24

                  	 	
                    IA-18-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-17-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    25

                  	 	
                    IA-19-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-18-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    26

                  	 	
                    IA-20-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-19-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    27

                  	 	
                    IA-21-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-20-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    28

                  	 	
                    IA-22-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-21-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    29

                  	 	
                    IA-23-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-22-A

                  	 	
                    REMIC
                      I Remittance Rate

                  


          

           

          
            
              
              

            

            
              76

              
                

              

            

            
              
              

            

          

          
            	
                    Distribution
                      Date

                  	 	
                    REMIC
                      I Regular Interest

                  	 	
                    Rate

                  


          

          
            	
                    30

                  	 	
                    IA-24-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-23-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    31

                  	 	
                    IA-25-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-24-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    32

                  	 	
                    IA-26-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-25-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    33

                  	 	
                    IA-27-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-26-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    34

                  	 	
                    IA-28-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-27-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    35

                  	 	
                    IA-29-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-28-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    36

                  	 	
                    IA-30-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-29-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    37

                  	 	
                    IA-31-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-30-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    38

                  	 	
                    IA-32-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-31-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    39

                  	 	
                    IA-33-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-32-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    40

                  	 	
                    IA-34-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-33-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    41

                  	 	
                    IA-35-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-34-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    42

                  	 	
                    IA-36-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-35-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    43

                  	 	
                    IA-37-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-36-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    44

                  	 	
                    IA-38-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-37-A

                  	 	
                    REMIC
                      I Remittance Rate

                  


          

           

          
            
              
              

            

            
              77

              
                

              

            

            
              
              

            

          

          
            	
                    Distribution
                      Date

                  	 	
                    REMIC
                      I Regular Interest

                  	 	
                    Rate

                  


          

          
            	
                    45

                  	 	
                    IA-39-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-38-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    46

                  	 	
                    IA-40-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-39-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    47

                  	 	
                    IA-41-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-40-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    48

                  	 	
                    IA-42-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-41-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    49

                  	 	
                    IA-43-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-42-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    50

                  	 	
                    IA-44-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-43-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    51

                  	 	
                    IA-45-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-44-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    52

                  	 	
                    IA-46-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-45-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    53

                  	 	
                    IA-47-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-46-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    54

                  	 	
                    IA-48-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-47-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    55

                  	 	
                    IA-49-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-48-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    56

                  	 	
                    IA-50-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-49-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    57

                  	 	
                    IA-51-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-50-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    58

                  	 	
                    IA-52-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-51-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    59

                  	 	
                    IA-53-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-52-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    60

                  	 	
                    IA-54-A
                      through IA-58-A

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

                  


          

           

          
            
              
              

            

            
              78

              
                

              

            

            
              
              

            

          

          
            	
                    Distribution
                      Date

                  	 	
                    REMIC
                      I Regular Interest

                  	 	
                    Rate

                  


          

          
            	 	 	
                    IA-1-A
                      through IA-53-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    61

                  	 	
                    IA-55-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-54-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    62

                  	 	
                    IA-56-A
                      through IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-55-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    63

                  	 	
                    IA-57-A
                      and IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-56-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    64

                  	 	
                    IA-58-A

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

                  
	 	 	
                    IA-1-A
                      through IA-57-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    Thereafter

                  	 	
                    IA-1-A
                      through IA-58-A

                  	 	
                    REMIC
                      I Remittance Rate

                  


          

          


          With
            respect to REMIC II Regular Interest IB-GRP, a per annum rate (but not
            less than
            zero) equal to the weighted average of: (w) with respect to REMIC I Regular
            Interest IB, the REMIC I Remittance Rate for such REMIC I Regular Interest
            for
            each such Distribution Date, (x) with respect to REMIC I Group IB 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 IB 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

                    	 	
                      IB-1-A
                        through IB-58-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      7

                    	 	
                      IB-1-A
                        through IB-58-A

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

                    
	 	 	 	 	 
	
                      8

                    	 	
                      IB-2-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      9

                    	 	
                      IB-3-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        and IB-2-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      10

                    	 	
                      IB-4-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-3-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      11

                    	 	
                      IB-5-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-4-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      12

                    	 	
                      IB-6-A
                        through IB-58-A

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

                    


            

             

            
              
                
                

              

              
                79

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	 	 	
                      IB-1-A
                        through IB-5-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      13

                    	 	
                      IB-7-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-6-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      14

                    	 	
                      IB-8-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-7-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      15

                    	 	
                      IB-9-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-8-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      16

                    	 	
                      IB-10-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-9-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      17

                    	 	
                      IB-11-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-10-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      18

                    	 	
                      IB-12-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-11-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      19

                    	 	
                      IB-13-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-12-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      20

                    	 	
                      IB-14-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-13-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      21

                    	 	
                      IB-15-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-14-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      22

                    	 	
                      IB-16-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-15-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      23

                    	 	
                      IB-17-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-16-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      24

                    	 	
                      IB-18-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-17-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      25

                    	 	
                      IB-19-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-18-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      26

                    	 	
                      IB-20-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-19-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      27

                    	 	
                      IB-21-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-20-A

                    	 	
                      REMIC
                        I Remittance Rate

                    


            

             

            
              
                
                

              

              
                80

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	
                      28

                    	 	
                      IB-22-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-21-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      29

                    	 	
                      IB-23-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-22-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      30

                    	 	
                      IB-24-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-23-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      31

                    	 	
                      IB-25-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-24-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      32

                    	 	
                      IB-26-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-25-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      33

                    	 	
                      IB-27-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-26-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      34

                    	 	
                      IB-28-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-27-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      35

                    	 	
                      IB-29-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-28-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      36

                    	 	
                      IB-30-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-29-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      37

                    	 	
                      IB-31-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-30-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      38

                    	 	
                      IB-32-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-31-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      39

                    	 	
                      IB-33-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-32-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      40

                    	 	
                      IB-34-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-33-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      41

                    	 	
                      IB-35-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-34-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      42

                    	 	
                      IB-36-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-35-A

                    	 	
                      REMIC
                        I Remittance Rate

                    


            

             

            
              
                
                

              

              
                81

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	
                      43

                    	 	
                      IB-37-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-36-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      44

                    	 	
                      IB-38-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-37-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      45

                    	 	
                      IB-39-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-38-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      46

                    	 	
                      IB-40-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-39-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      47

                    	 	
                      IB-41-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-40-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      48

                    	 	
                      IB-42-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-41-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      49

                    	 	
                      IB-43-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-42-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      50

                    	 	
                      IB-44-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-43-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      51

                    	 	
                      IB-45-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-44-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      52

                    	 	
                      IB-46-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-45-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      53

                    	 	
                      IB-47-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-46-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      54

                    	 	
                      IB-48-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-47-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      55

                    	 	
                      IB-49-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-48-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      56

                    	 	
                      IB-50-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-49-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      57

                    	 	
                      IB-51-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-50-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      58

                    	 	
                      IB-52-A
                        through IB-58-A

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

                    


            

             

            
              
                
                

              

              
                82

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      REMIC
                        I Regular Interest

                    	 	
                      Rate

                    


            

            
              	 	 	
                      IB-1-A
                        through IB-51-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      59

                    	 	
                      IB-53-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-52-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      60

                    	 	
                      IB-54-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-53-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      61

                    	 	
                      IB-55-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-54-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      62

                    	 	
                      IB-56-A
                        through IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-55-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      63

                    	 	
                      IB-57-A
                        and IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-56-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      64

                    	 	
                      IB-58-A

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

                    
	 	 	
                      IB-1-A
                        through IB-57-A

                    	 	
                      REMIC
                        I Remittance Rate

                    
	 	 	 	 	 
	
                      thereafter

                    	 	
                      IB-1-A
                        through IB-58-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-58-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    7

                  	 	
                    II-1-A
                      through II-58-A

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

                  
	 	 	 	 	 
	
                    8

                  	 	
                    II-2-A
                      through II-58-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-58-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-58-A

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

                  


          

           

          
            
              
              

            

            
              83

              
                

              

            

            
              
              

            

          

          
            	
                    Distribution
                      Date

                  	 	
                    REMIC
                      I Regular Interest

                  	 	
                    Rate

                  


          

          
            	 	 	
                    II-1-A
                      through II-3-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    11

                  	 	
                    II-5-A
                      through II-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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

                  


          

           

          
            
              
              

            

            
              84

              
                

              

            

            
              
              

            

          

          
            	
                    Distribution
                      Date

                  	 	
                    REMIC
                      I Regular Interest

                  	 	
                    Rate

                  


          

          
            	
                    26

                  	 	
                    II-20-A
                      through II-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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-58-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

                  


          

           

          
            
              
              

            

            
              85

              
                

              

            

            
              
              

            

          

          
            	
                    Distribution
                      Date

                  	 	
                    REMIC
                      I Regular Interest

                  	 	
                    Rate

                  


          

          
            	
                    41

                  	 	
                    II-35-A
                      through II-58-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-58-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-58-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
                      through II-58-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
                      through II-58-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

                  
	 	 	 	 	 
	
                    46

                  	 	
                    II-40-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-39-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    47

                  	 	
                    II-41-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-40-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    48

                  	 	
                    II-42-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-41-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    49

                  	 	
                    II-43-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-42-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    50

                  	 	
                    II-44-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-43-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    51

                  	 	
                    II-45-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-44-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    52

                  	 	
                    II-46-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-45-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    53

                  	 	
                    II-47-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-46-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    54

                  	 	
                    II-48-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-47-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    55

                  	 	
                    II-49-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-48-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    56

                  	 	
                    II-50-A
                      through II-58-A

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

                  


          

           

          
            
              
              

            

            
              86

              
                

              

            

            
              
              

            

          

          
            	
                    Distribution
                      Date

                  	 	
                    REMIC
                      I Regular Interest

                  	 	
                    Rate

                  


          

          
            	 	 	
                    II-1-A
                      through II-49-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    57

                  	 	
                    II-51-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-50-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    58

                  	 	
                    II-52-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-51-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    59

                  	 	
                    II-53-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-52-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    60

                  	 	
                    II-54-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-53-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    61

                  	 	
                    II-55-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-54-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    62

                  	 	
                    II-56-A
                      through II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-55-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    63

                  	 	
                    II-57-A
                      and II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-56-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    64

                  	 	
                    II-58-A

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

                  
	 	 	
                    II-1-A
                      through II-57-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    Thereafter

                  	 	
                    II-1-A
                      through II-58-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 64th 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 IA-SUB, REMIC II Regular Interest
            IA-GRP,
            REMIC II Regular Interest IB-SUB, REMIC II Regular Interest IB-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 IA Mortgage Loans, the Group IB Mortgage Loans or
            Group II
            Mortgage Loans, as applicable over (y) the current Certificate Principal
            Balance
            of related Class A Certificates.

           

          
            
              
              

            

            
              87

              
                

              

            

            
              
              

            

          

          “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.

           

          
            
              
              

            

            
              88

              
                

              

            

            
              
              

            

          

          “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) 2.85% 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) 5.70% of the aggregate Stated Principal
            Balance of the Mortgage Loans (after giving effect to principal payments
            to be
            distributed on such Distribution Date) 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.

           

          
            
              
              

            

            
              89

              
                

              

            

            
              
              

            

          

          “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 rowhouse, 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 superseded
            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.

           

          
            
              
              

            

            
              90

              
                

              

            

            
              
              

            

          

          “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.

           

          
            
              
              

            

            
              91

              
                

              

            

            
              
              

            

          

          “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; (v) refunding to any Mortgagor the portion
            of any prepaid origination fees or finance charges that are subject to
            reimbursement upon a principal prepayment of the related Mortgage Loan
            to the
            extent such refund is required by applicable law; and (vi) 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. The Servicing Fee is payable solely from collections
            of interest
            on the Mortgage Loans, except as otherwise provided in Section 3.09 of
            this
            Agreement.

           

          
            
              
              

            

            
              92

              
                

              

            

            
              
              

            

          

          “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 5.01 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.

           

          
            
              
              

            

            
              93

              
                

              

            

            
              
              

            

          

          “Stepdown
            Date”:
            The
            earlier to occur of (i) the later to occur of (a) the Distribution Date
            occurring in December 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 41.20% 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 services Mortgage Loans on behalf of any Servicer and
            is
            responsible for the performance (whether directly or through sub-servicers
            or
            Subcontractors) of a substantial portion of the material 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.

           

          
            
              
              

            

            
              94

              
                

              

            

            
              
              

            

          

          “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.

           

          “Supplemental
            Interest Trust Trustee”:
            HSBC
            Bank USA, National Association a national banking association, or its
            successor
            in interest, or any successor supplemental interest trust trustee appointed
            as
            provided herein or in the Swap Agreement provided.

           

          “Swap
            Agreement”:
            The
            Interest Rate Swap Agreement, dated as of November 29, 2006, between
            the
            Supplemental Interest Trust Trustee, 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
            Credit Support Annex:
            The
            credit support annex, dated as of November 29, 2006, between the Supplemental
            Interest Trust Trustee and the Swap Provider, which is annexed to and
            forms part
            of the Swap Agreement.

           

          “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 ($)

                    
	
                      June
                        2007

                    	 	
                      608,136,309.00
                        

                    
	
                      July
                        2007

                    	 	
                      590,417,003.00
                        

                    
	
                      August
                        2007

                    	 	
                      571,186,489.00
                        

                    
	
                      September
                        2007

                    	 	
                      550,544,885.00
                        

                    
	
                      October
                        2007

                    	 	
                      528,614,739.00
                        

                    
	
                      November
                        2007

                    	 	
                      506,795,180.00
                        

                    
	
                      December
                        2007

                    	 	
                      485,867,590.00
                        

                    
	
                      January
                        2008

                    	 	
                      465,807,041.00
                        

                    
	
                      February
                        2008

                    	 	
                      446,577,483.00
                        

                    
	
                      March
                        2008

                    	 	
                      428,144,385.00
                        

                    
	
                      April
                        2008

                    	 	
                      410,474,656.00
                        

                    
	
                      May
                        2008

                    	 	
                      393,536,583.00
                        

                    
	
                      June
                        2008

                    	 	
                      377,299,776.00
                        

                    
	
                      July
                        2008

                    	 	
                      361,735,109.00
                        

                    
	
                      August
                        2008

                    	 	
                      346,768,592.00
                        

                    


            

             

            
              
                
                

              

              
                95

                
                  

                

              

              
                
                

              

            

            
              	
                      Distribution
                        Date

                    	 	
                      Swap
                        Notional Amount ($)

                    


            

            
              	
                      September
                        2008

                    	 	
                      332,270,193.00
                        

                    
	
                      October
                        2008

                    	 	
                      295,532,837.00
                        

                    
	
                      November
                        2008

                    	 	
                      252,496,265.00
                        

                    
	
                      December
                        2008

                    	 	
                      216,515,767.00
                        

                    
	
                      January
                        2009

                    	 	
                      186,605,031.00
                        

                    
	
                      February
                        2009

                    	 	
                      171,749,780.00
                        

                    
	
                      March
                        2009

                    	 	
                      163,973,996.00
                        

                    
	
                      April
                        2009

                    	 	
                      156,653,205.00
                        

                    
	
                      May
                        2009

                    	 	
                      149,665,229.00
                        

                    
	
                      June
                        2009

                    	 	
                      142,994,663.00
                        

                    
	
                      July
                        2009

                    	 	
                      136,626,812.00
                        

                    
	
                      August
                        2009

                    	 	
                      130,547,718.00
                        

                    
	
                      September
                        2009

                    	 	
                      124,744,080.00
                        

                    
	
                      October
                        2009

                    	 	
                      119,203,227.00
                        

                    
	
                      November
                        2009

                    	 	
                      113,913,804.00
                        

                    
	
                      December
                        2009

                    	 	
                      108,864,457.00
                        

                    
	
                      January
                        2010

                    	 	
                      104,043,149.00
                        

                    
	
                      February
                        2010

                    	 	
                      99,439,388.00
                        

                    
	
                      March
                        2010

                    	 	
                      95,043,193.00
                        

                    
	
                      April
                        2010

                    	 	
                      90,845,052.00
                        

                    
	
                      May
                        2010

                    	 	
                      86,835,901.00
                        

                    
	
                      June
                        2010

                    	 	
                      83,007,103.00
                        

                    
	
                      July
                        2010

                    	 	
                      79,350,384.00
                        

                    
	
                      August
                        2010

                    	 	
                      75,857,876.00
                        

                    
	
                      September
                        2010

                    	 	
                      72,522,078.00
                        

                    
	
                      October
                        2010

                    	 	
                      69,335,835.00
                        

                    
	
                      November
                        2010

                    	 	
                      66,292,325.00
                        

                    
	
                      December
                        2010

                    	 	
                      63,385,044.00
                        

                    
	
                      January
                        2011

                    	 	
                      60,607,784.00
                        

                    
	
                      February
                        2011

                    	 	
                      57,954,626.00
                        

                    
	
                      March
                        2011

                    	 	
                      55,419,925.00
                        

                    
	
                      April
                        2011

                    	 	
                      52,998,298.00
                        

                    
	
                      May
                        2011

                    	 	
                      50,684,607.00
                        

                    
	
                      June
                        2011

                    	 	
                      48,473,956.00
                        

                    
	
                      July
                        2011

                    	 	
                      46,361,669.00
                        

                    
	
                      August
                        2011

                    	 	
                      44,343,290.00
                        

                    
	
                      September
                        2011

                    	 	
                      42,414,558.00
                        

                    
	
                      October
                        2011

                    	 	
                      40,571,387.00
                        

                    
	
                      November
                        2011

                    	 	
                      38,803,941.00
                        

                    
	
                      December
                        2011

                    	 	
                      37,113,979.00
                        

                    
	
                      January
                        2012

                    	 	
                      35,499,094.00
                        

                    
	
                      February
                        2012

                    	 	
                      33,955,920.00
                        

                    
	
                      March
                        2012

                    	 	
                      32,481,211.00
                        

                    


            

             

          

        

        
          
            
            

          

          
            96

            
              

            

          

          
            
            

          

        

      

      
        “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 The Royal Bank of Scotland plc.

         

        “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 on behalf of the
          Supplemental Interest Trust Trustee from the Supplemental Interest Trust
          to the
          Swap Provider, or by the Swap Provider to the Supplemental Interest Trust,
          as
          applicable, pursuant to the terms of the Swap Agreement.

         

        “Targeted
          Credit Enhancement Test”:
          With
          respect to any Distribution Date and (i) the Class A-1A Certificates, shall
          be
          satisfied if on such Distribution Date the percentage obtained by dividing
          the
          Certificate Principal Balance of the Class A-1A Certificates by the aggregate
          principal balance of the Group IA Mortgage Loans is equal to or less than
          58.80%, (ii) the Class A-1B Certificates, shall be satisfied if on such
          Distribution Date the percentage obtained by dividing the Certificate Principal
          Balance of the Class A-1B Certificates by the aggregate principal balance
          of the
          Group IB Mortgage Loans is equal to or less than 58.80% and (iii) the Class
          A-2
          Certificates, shall be satisfied if on such Distribution Date the percentage
          obtained by dividing the sum of the Certificate Principal Balances of the
          Class
          A-2 Certificates by the aggregate principal balance of the Group II Mortgage
          Loans is equal to or less than 58.80%.

         

        “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.

         

        
          
            
            

          

          
            97

            
              

            

          

          
            
            

          

        

        “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”:
          With
          respect to any Distribution Date, a Trigger Event is in effect if (x) the
          percentage obtained by dividing (i) the principal amount of Mortgage Loans
          delinquent 60 days or more (including Mortgage Loans in foreclosure, bankruptcy
          and REO) by (ii) the aggregate principal balance of the Mortgage Loans,
          in each
          case as, of the last day of the previous calendar month exceeds approximately
          38.25% 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 exceeds the applicable
          percentages set forth below with respect to such Distribution Date:

         

        
          	
                  Distribution
                    Date

                	 	
                  Percentages

                
	
                  December
                    2008 to November 2009

                	 	
                  1.55%
                    plus 1/12 of 1.85% for each month thereafter

                
	
                  December
                    2009 to November 2010

                	 	
                  3.40%
                    plus 1/12 of 1.95% for each month thereafter

                
	
                  December
                    2010 to November 2011

                	 	
                  5.35%
                    plus 1/12 of 1.55% for each month thereafter

                
	
                  December
                    2011 to November 2012

                	 	
                  6.90%
                    plus 1/12 of 0.35% for each month thereafter

                
	
                  December
                    2012 and thereafter

                	 	
                  7.25%

                


        

        


        


        “Trust”:
          ACE
          Securities Corp., Home Equity Loan Trust, Series 2006-ASAP6, 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.

         

        
          
            
            

          

          
            98

            
              

            

          

          
            
            

          

        

        “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 4.19 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.

         

        
          
            
            

          

          
            99

            
              

            

          

          
            
            

          

        

        “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 4.20. 

         

        “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 November 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 4.19 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-9 Certificates, third, to the Class
          M-8
          Certificates, fourth, to the Class M-7 Certificates, fifth, to the Class
          M-6
          Certificates, sixth, to the Class M-5 Certificates, seventh, to the Class
          M-4
          Certificates, eighth, to the Class M-3 Certificates, ninth, to the Class
          M-2
          Certificates, tenth, 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.

         

        
          
            
            

          

          
            100

            
              

            

          

          
            
            

          

        

        For
          purposes of calculating the amount of Uncertificated Interest for the REMIC I
          Group IA 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 4.19) and any Relief Act Interest Shortfalls incurred
          in
          respect of Group IA Mortgage Loans shall be allocated first, to REMIC I
          Regular
          Interest IA and to the REMIC I Group IA 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 IA 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 IB 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 4.19) and any Relief Act Interest Shortfalls incurred
          in
          respect of Group IB Mortgage Loans shall be allocated first, to REMIC I
          Regular
          Interest IB and to the REMIC I Group IB 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 IB 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 4.19) 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. 

         

        
          
            
            

          

          
            101

            
              

            

          

          
            
            

          

        

        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 4.19 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-1A, REMIC II Regular Interest A-1B, 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 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 4.19 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 IA-SUB, REMIC II Regular Interest
          IA-GRP,
          REMIC II Regular Interest IB-SUB, REMIC II Regular Interest IB-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.

         

        
          
            
            

          

          
            102

            
              

            

          

          
            
            

          

        

        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 rights
          of
          the Depositor under the Cap Contracts, the right to any payments made by
          the Cap
          Counterparty under the Cap Contracts, 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, the Depositor, the Servicer and the
          Sponsor 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.

         

        
          
            
            

          

          
            103

            
              

            

          

          
            
            

          

        

        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)
          or a
“high risk home loan” under the Illinois High Risk Home Loan Act, effective as
          of January 1, 2004). 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.

         

        
          
            
            

          

          
            104

            
              

            

          

          
            
            

          

        

        (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 (viii), (xxxviii), (xxxix), (xl), (xli),
          (xlviii),
          (xlix), (lviii), (lxii), (lxv), (lxx), (lxxi) and/or (lxxiii) 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.

         

        
          
            
            

          

          
            105

            
              

            

          

          
            
            

          

        

        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.

         

        
          
            
            

          

          
            106

            
              

            

          

          
            
            

          

        

        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;

         

        
          
            
            

          

          
            107

            
              

            

          

          
            
            

          

        

        (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

         

        
          
            
            

          

          
            108

            
              

            

          

          
            
            

          

        

        (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;

           

          
            
              
              

            

            
              109

              
                

              

            

            
              
              

            

          

          (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
            Servicer’s formation documents 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.

           

          
            
              
              

            

            
              110

              
                

              

            

            
              
              

            

          

          (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.

           

          
            
              
              

            

            
              111

              
                

              

            

            
              
              

            

          

          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-ASAP6” 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:

           

          
            
              
              

            

            
              112

              
                

              

            

            
              
              

            

          

          (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.

           

          
            
              
              

            

            
              113

              
                

              

            

            
              
              

            

          

          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.

           

          
            
              
              

            

            
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          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.

           

          
            
              
              

            

            
              115

              
                

              

            

            
              
              

            

          

          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.

           

          
            
              
              

            

            
              116

              
                

              

            

            
              
              

            

          

          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.

           

          
            
              
              

            

            
              117

              
                

              

            

            
              
              

            

          

          (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.

           

          
            
              
              

            

            
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          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.

           

          
            
              
              

            

            
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          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.

           

          
            
              
              

            

            
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          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;

           

          
            
              
              

            

            
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          (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.

           

          
            
              
              

            

            
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          (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;

           

          
            
              
              

            

            
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          (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;

           

          
            
              
              

            

            
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          (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.

           

          
            
              
              

            

            
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        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.

         

        
          
            
            

          

          
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        (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.

         

        
          
            
            

          

          
            127

            
              

            

          

          
            
            

          

        

        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.

         

        
          
            
            

          

          
            128

            
              

            

          

          
            
            

          

        

        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.

         

        (e) 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 not have
          any
          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.

         

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

         

        
          
            
            

          

          
            129

            
              

            

          

          
            
            

          

        

        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 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. 

         

        
          
            
            

          

          
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        (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.

         

        
          
            
            

          

          
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        (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.

         

        
          
            
            

          

          
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        (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.

         

        
          
            
            

          

          
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      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.

       

      
        
          
          

        

        
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      SECTION
        3.17. Annual
        Statement as to Compliance. 

       

      (a) The
        Servicer shall deliver (and shall cause any Sub-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 a
        Sub-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 a Sub-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, any Sub-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 a Sub-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.

       

      (c) In
        the
        event the Servicer or any Sub-Servicer engaged by the Servicer 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 Sub-Servicer,
        as
        the case may be, such party shall provide an Officer’s Certificate with respect
        to the related year pursuant to this Section 3.17(c) or to such other applicable
        agreement, as the case may be, notwithstanding any such termination, assignment
        or resignation for the related year.

       

      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.

       

      
        
          
          

        

        
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      (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.

       

      (d) In
        the
        event the Servicer or any Servicing Function Participant engaged by the Servicer
        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
        a
        report on assessment of compliance with respect to the related year pursuant
        to
        this Section 3.18(d) or to such other applicable agreement, notwithstanding
        any
        such termination, assignment or resignation for the related year.

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      (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. 

         

        
          
            
            

          

          
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      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:

       

      
        
          
          

        

        
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      (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;

       

      
        
          
          

        

        
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      (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).

       

      
        
          
          

        

        
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      (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 preceding 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.

       

      
        
          
          

        

        
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      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-ASAP6, 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 IA Cap Contract and deposited into the Reserve
        Fund for the benefit of the Class A-1A Certificates and the Mezzanine
        Certificates, under the Group IB Cap Contract and deposited into the Reserve
        Fund for the benefit of the Class A-1B 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)(8)(vi), rather than distributing
        such amounts to the Class CE Certificateholders pursuant to Section
        5.01(c)(8)(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).

       

      
        
          
          

        

        
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      (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 and the Supplemental Interest Trust in respect of any Net
        WAC
        Rate Carryover Amount shall be assigned a value of $1000.

       

      (g) In
        the
        event that a Cap Contract is terminated prior to the Distribution Date in
        May
        2007, the Securities Administrator, at the direction of the Depositor, shall
        use
        reasonable efforts to appoint a successor cap counterparty using any cap
        agreement termination payments paid by the Cap Counterparty. If the Securities
        Administrator is unable to locate a qualified successor cap counterparty
        within
        thirty (30) days of the Early Termination Date (as defined in the Cap Contract),
        any cap agreement termination payments paid by the Cap Counterparty 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 Cap Contract or the appointment of a successor cap
        counterparty), will withdraw from the amount then remaining on deposit in
        such
        reserve account an amount equal to the payment, if any, that would have been
        paid to the Securities Administrator by the original Cap Counterparty calculated
        in accordance with the terms of the original Cap Contract, and distribute
        such
        amount to the holders of the Certificates in accordance with Section
        5.01.

       

      (h) In
        the
        event that the Cap Counterparty fails to perform any of its obligations under
        a
        Cap Contract (including, without limitation, its obligation to make any payment
        or transfer collateral), or breaches any of its representations and warranties
        thereunder, or in the event that an Event of Default, Termination Event,
        or
        Additional Termination Event (each as defined in the Cap Contract) occurs
        with
        respect to the related Cap Contract, the Securities Administrator shall
        immediately, but no later than the next Business Day following such failure
        or
        breach, notify the Depositor and send any notices and make any demands, on
        behalf of the Holders of the Offered Certificates, in accordance with the
        Cap
        Contract. 

       

      
        
          
          

        

        
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      (i) In
        the
        event that the Cap Counterparty’s obligations are guaranteed by a third party
        under a guaranty relating to a Cap Contract (such guaranty the “Guaranty” and
        such third party the “Guarantor”), then to the extent that the Cap Counterparty
        fails to make any payment by the close of business on the day it is required
        to
        make payment under the terms of the Cap Contract, the Securities Administrator
        shall, as soon as practicable, but no later than two (2) business days after
        the
        Swap Provider’s failure to pay, demand that the Guarantor make any and all
        payments then required to be made by the Guarantor pursuant to such Guaranty;
        provided, that the Securities Administrator shall in no event be liable for
        any
        failure or delay in the performance by the Cap Counterparty or any Guarantor
        of
        its obligations hereunder or pursuant to the Cap Contract and the Guaranty,
        nor
        for any special, indirect or consequential loss or damage of any kind whatsoever
        (including but not limited to lost profits) in connection
        therewith.

       

      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.

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      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 4.19. 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. 

       

      
        
          
          

        

        
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      (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.
        

       

      
        
          
          

        

        
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      (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).

       

      
        
          
          

        

        
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        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.


        
          
            
            

          

          
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        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
          4.20. 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.

         


        
          
            
            

          

          
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        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.

         


        
          
            
            

          

          
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        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 IA Mortgage Loans:

         

        (i) to
          Holders of REMIC I Regular Interest IA and REMIC I Regular Interest IA-1-A
          through IA-58-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 IA, an amount of principal
          shall be distributed to such Holders until the Uncertificated Balance of
          REMIC I
          Regular Interest IA 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 IA-1-A through IA-58-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 IB Mortgage Loans:

         

        (i) to
          Holders of REMIC I Regular Interest IB and REMIC I Regular Interest IB-1-A
          through IB-58-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 IB, an amount of principal
          shall be distributed to such Holders until the Uncertificated Balance of
          REMIC I
          Regular Interest IB 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 IB-1-A through IB-58-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.

         


        
          
            
            

          

          
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        (3) 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-58-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-58-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 IA-58-B, all amounts representing Prepayment
          Charges in respect of the Group IA Mortgage Loans received during the related
          Prepayment Period, to the Holders of REMIC I Regular Interest IB-58-B,
          all
          amounts representing Prepayment Charges in respect of the Group IB Mortgage
          Loans received during the related Prepayment Period and to the Holders
          of REMIC
          I Regular Interest II-58-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-1A, REMIC II Regular Interest A-1B, 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 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-1A, REMIC II Regular Interest A-1B, 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 and REMIC II Regular Interest M-9 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;

         


        
          
            
            

          

          
            161

            
              

            

          

          
            
            

          

        


        (ii) to
          Holders of REMIC II Regular Interest IA-SUB, REMIC II Regular Interest
          IA-GRP,
          REMIC II Regular Interest IB-SUB, REMIC II Regular Interest IB-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-1A,
          REMIC
          II Regular Interest A-1B, 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 and REMIC II Regular Interest M-9, 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;

         


        
          
            
            

          

          
            162

            
              

            

          

          
            
            

          

        


        (C) to
          the
          Holders of REMIC II Regular Interest P, (1) 100% of the Prepayment Charges
          deemed distributed on REMIC I Regular Interest IA-58B, REMIC I Regular
          Interest
          IB-58B and REMIC I Regular Interest II-58-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
          (8) and Section 5.01(e).

         

        (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 IA 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 IA Interest Remittance Amount remaining for such Distribution
          Date:

         

        first,
          commencing on the Distribution Date in June 2007, to the Supplemental Interest
          Trust, an amount equal to the Group IA 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);

         


        
          
            
            

          

          
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        second,
          to the
          Holders of the Class A-1A Certificates, the Senior Interest Distribution
          Amount
          allocable to the Class A-1A Certificates; and

         

        third,
          concurrently, to the Holders of the Class A-1B, 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 IB Interest Remittance Amount as set forth in
          Section
          5.01(c)(3) below and to the extent remaining unpaid after the distribution
          of
          the Group II Interest Remittance Amount as set forth in Section 5.01(c)(4)
          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 IB 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 IB Interest Remittance Amount remaining for such Distribution
          Date:

         

        first,
          commencing on the Distribution Date in June 2007, to the Supplemental Interest
          Trust, an amount equal to the Group IB 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-1B Certificates, the Senior Interest Distribution
          Amount
          allocable to the Class A-1B Certificates; and

         

        third,
          concurrently, to the Holders of the Class A-1A, 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 IA Interest Remittance Amount as set forth in
          Section
          5.01(c)(2) above and to the extent remaining unpaid after the distribution
          of
          the Group II Interest Remittance Amount as set forth in Section 5.01(c)(4)
          below, on a pro rata basis, based on the entitlement of each such
          Class.

         

        (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 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 June 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);

         


        
          
            
            

          

          
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        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-1A Certificates and Class A-1B Certificates, the
          Senior
          Interest Distribution Amount allocable to each such Class, to the extent
          remaining unpaid after the distribution of the Group IA Interest Remittance
          Amount as set forth in Section 5.01(c)(2) above and to the extent remaining
          unpaid after the distribution of the Group IB Interest Remittance Amount
          as set
          forth in Section 5.01(c)(3) above, on a pro rata basis, based on the entitlement
          of each such Class.

         

        (5) 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 IA Interest Remittance Amount, the Group IB Interest Remittance Amount
          and
          the Group II Interest Remittance Amount remaining after the distributions
          required by clauses (2), (3) and (4) above and make the following disbursements
          and transfers in the order of priority described below, in each case to
          the
          extent of the Group IA Interest Remittance Amount, the Group IB 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 and Class M-9 Certificates, in that order,
          to
          the extent of the Interest Distribution Amount allocable to each such
          Class.

         

        (6) 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 IA
          Principal Distribution Amount, Group IB Principal Distribution Amount and
          Group
          II Principal Distribution Amount and distribute to the Certificateholders
          the
          following amounts, in the following order of priority:

         

        (i) The
          Group
          IA Principal Distribution Amount shall be distributed in the following
          order of
          priority:

         

        first,
          commencing on the Distribution Date in June 2007, to the Supplemental Interest
          Trust, an amount equal to the Group IA 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
          not
          paid from the Interest Remittance Amount on such Distribution Date;

         


        
          
            
            

          

          
            165

            
              

            

          

          
            
            

          

        


        second,
          to the
          Holders of the Class A-1A Certificates, until the Certificate Principal
          Balance
          of the Class A-1A Certificates has been reduced to zero; and

         

        third,
          concurrently, (i) to the Holders of the Class A-1B Certificates and (ii)
          to the
          Holders of the Class A-2 Certificates, after taking into account the
          distribution of the Group IB Principal Distribution Amount as described
          in
          Section 5.01(c)(6)(ii) below and the Group II Principal Distribution Amount
          as
          described in Section 5.01(c)(6)(iii) below, 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; provided,
          however
          that the pro rata allocation to the Class A-2 Certificates pursuant to
          this
          clause third shall be based on the total Certificate Principal Balance
          of the
          Class A-2 Certificates, but shall be distributed sequentially to 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.

         

        (ii) The
          Group
          IB Principal Distribution Amount shall be distributed in the following
          order of
          priority:

         

        first,
          commencing on the Distribution Date in June 2007, to the Supplemental Interest
          Trust, an amount equal to the Group IB 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
          not
          paid from the Interest Remittance Amount on such Distribution Date;

         

        second,
          to the
          Holders of the Class A-1B Certificates until the Certificate Principal
          Balance
          of the Class A-1B Certificates has been reduced to zero; and

         

        third,
          concurrently, (i) to the Holders of the Class A-1A Certificates and (ii)
          to the
          Holders of the Class A-2 Certificates, after taking into account the
          distribution of the Group IA Principal Distribution Amount as described
          in
          Section 5.01(c)(6)(i) above and the Group II Principal Distribution Amount
          as
          described in Section 5.01(c)(6)(iii) below, 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; provided,
          however
          that the pro rata allocation to the Class A-2 Certificates pursuant to
          this
          clause third shall be based on the total Certificate Principal Balance
          of the
          Class A-2 Certificates, but shall be distributed sequentially to 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.

         


        
          
            
            

          

          
            166

            
              

            

          

          
            
            

          

        


        (iii) The
          Group
          II Principal Distribution Amount shall be distributed in the following
          order of
          priority:

         

        first,
          commencing on the Distribution Date in June 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
          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,
          concurrently, (i) to the Holders of the Class A-1A Certificates and (ii)
          to the
          Holders of the Class A-1B Certificates after taking into account the
          distribution of the Group IA Principal Distribution Amount as described
          in
          Section 5.01(c)(6)(i) above and the Group IB Principal Distribution Amount
          as
          described in Section 5.01(c)(6)(ii) above, 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.

         

        (iv) The
          Group
          IA Principal Distribution Amount, Group IB Principal Distribution Amount
          and
          Group II Principal Distribution Amount remaining after distributions pursuant
          to
          Sections 5.01(c)(6)(i), (ii) and (iii) 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 and Class M-9 Certificates, in that order,
          until
          the Certificate Principal Balance of each such Class has been reduced to
          zero.

         

        (7) 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 IA Principal Distribution Amount, Group IB Principal Distribution
          Amount
          and Group II Principal Distribution Amount and distribute to the
          Certificateholders the following amounts, in the following order of
          priority:

         

        (i) The
          Group
          IA Principal Distribution Amount shall be distributed in the following
          order of
          priority:

         

        first,
          commencing on the Distribution Date in June 2007, to the Supplemental Interest
          Trust, an amount equal to the Group IA 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
          not
          paid from the Interest Remittance Amount on such Distribution Date;

         


        
          
            
            

          

          
            167

            
              

            

          

          
            
            

          

        


        second,
          to the
          Holders of the Class A-1A Certificates, the Class A-1A Principal Distribution
          Amount, until the Certificate Principal Balance of such Class has been
          reduced
          to zero; and

         

        third,
          concurrently, (i) to the Holders of the Class A-1B Certificates and (ii)
          to the
          Holders of the Class A-2 Certificates, after taking into account the
          distribution of the Group IB Principal Distribution Amount on such Distribution
          Date pursuant to Section 5.01(c)(7)(ii) below and the Group II Principal
          Distribution Amount pursuant to Section 5.01(c)(7)(iii) below on such
          Distribution Date, on a pro rata basis based on the amount required to
          satisfy
          the Targeted Credit Enhancement Test with respect to Class A-1B Certificates
          on
          the one hand and the Class A-2 Certificates on the other; provided, however
          that
          the distribution to the Class A-2 Certificates pursuant to this clause
          third
          shall be made on a sequential basis to the Class A-2A, Class A-2B, Class
          A-2C
          and Class A-2D Certificates, in that order.

         

        (ii) The
          Group
          IB Principal Distribution Amount shall be distributed in the following
          order of
          priority:

         

        first,
          commencing on the Distribution Date in June 2007, to the Supplemental Interest
          Trust, an amount equal to the Group IB 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
          not
          paid from the Interest Remittance Amount on such Distribution Date;

         

        second,
          to the
          Holders of the Class A-1B Certificates, the Class A-1B Principal Distribution
          Amount until the Certificate Principal Balance of the Class A-1B Certificates
          has been reduced to zero; and

         

        third,
          concurrently, (i) to the Holders of the Class A-1A Certificates and (ii) to the
          Holders of the Class A-2 Certificates, after taking into account the
          distribution of the Group IA Principal Distribution Amount on such Distribution
          Date pursuant to Section 5.01(c)(7)(i) above and the Group II Principal
          Distribution Amount on such Distribution Date pursuant to Section
          5.01(c)(7)(iii) below, on a pro rata basis based on the amount required
          to
          satisfy the Targeted Credit Enhancement Test with respect to Class A-1A
          Certificates on the one hand and the Class A-2 Certificates on the other;
          provided, however that the distribution to the Class A-2 Certificates pursuant
          to this clause third shall be made on a sequential basis to the Class A-2A,
          Class A-2B, Class A-2C and Class A-2D Certificates, in that order.

         

        (iii) The
          Group
          II Principal Distribution Amount shall be distributed in the following
          order of
          priority:

         

        first,
          commencing on the Distribution Date in June 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
          not
          paid from the Interest Remittance Amount on such Distribution Date;

         


        
          
            
            

          

          
            168

            
              

            

          

          
            
            

          

        


        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,
          concurrently, (i) to the Holders of the Class A-1A Certificates and (ii)
          to the
          Holders of the Class A-1B Certificates, after taking into account the
          distribution of the Group IA Principal Distribution Amount on such Distribution
          Date pursuant to Section 5.01(c)(7)(i) above and the Group IB Principal
          Distribution Amount on such Distribution Date pursuant to Section 5.01(c)(7)(ii)
          above, on a pro rata basis based on the amount required to satisfy the
          Target
          Credit Enhancement Test with respect to the A-1A Certificates on the one
          hand
          and the Class A-1B Certificates on the other.

         

        (iv) The
          Principal Distribution Amount remaining after distributions pursuant to
          Sections
          5.01(c)(7)(i), (ii) and (iii) above shall be distributed in the following
          order
          of priority:

         

        first,
          sequentially, to the Holders of the Class M-1, Class M-2 and Class M-3
          Certificates, the lesser of (x) the remaining Principal Distribution Amount
          and
          (y) the Class M-1/M-2/M-3 Principal Distribution Amount, in each case,
          until the
          Certificate Principal Balance of each such Class has been reduced to
          zero;

         

        second,
          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, Class M-2 and Class M-3
          Certificates under clause first
          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;

         

        third,
          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, Class M-2 and Class M-3
          Certificates under clause first
          above
          and to the Holders of the Class M-4 Certificates under clause second
          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;

         

        fourth,
          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, Class M-2 and Class M-3
          Certificates under clause first
          above,
          to the Holders of the Class M-4 Certificates under clause second
          above
          and to the Holders of the Class M-5 Certificates under clause third
          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;
          

         


        
          
            
            

          

          
            169

            
              

            

          

          
            
            

          

        


        fifth,
          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, Class M-2 and Class M-3
          Certificates under clause first
          above,
          to the Holders of the Class M-4 Certificates under clause second
          above,
          to the Holders of the Class M-5 Certificates under clause third
          above
          and to the Holders of the Class M-6 Certificates under clause fourth
          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;

         

        sixth,
          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, Class M-2 and Class M-3
          Certificates under clause first
          above,
          to the Holders of the Class M-4 Certificates under clause second
          above,
          to the Holders of the Class M-5 Certificates under clause third
          above,
          to the Holders of the Class M-6 Certificates under clause fourth
          above
          and to the Holders of the Class M-7 Certificates under clause fifth
          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;
          and

         

        seventh,
          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, Class M-2 and Class M-3
          Certificates under clause first
          above,
          to the Holders of the Class M-4 Certificates under clause second
          above,
          to the Holders of the Class M-5 Certificates under clause third
          above,
          to the Holders of the Class M-6 Certificates under clause fourth
          above,
          to the Holders of the Class M-7 Certificates under clause fifth
          above
          and to the Holders of the Class M-8 Certificates under clause sixth
          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.
          

         

        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.

         

        (8) 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)(6) and (7) above;

         


        
          
            
            

          

          
            170

            
              

            

          

          
            
            

          

        


        (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 and Class M-9 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 and Class M-9 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
          4.19 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 and Class M-9 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
          3.23 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 Class A Certificate and Mezzanine 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.

         


        
          
            
            

          

          
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        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
          IA Cap
          Contract to the Holders of the Class A-1A Certificates, with respect to
          any
          amounts received by the Securities Administrator on account of the Group
          IB Cap
          Contract to the Holders of the Class A-1B 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 the 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 and tenth,
          to the
          Class M-9 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)(8)(vi) above and not distributed pursuant
          to the
          preceding paragraph, first, concurrently, (i) to the Holders of the Class
          A-1A
          Certificates, the related Net WAC Rate Carryover Amount remaining unpaid
          for
          such Distribution Date, (ii) (i) to the Holders of the Class A-1B Certificates,
          the related Net WAC Rate Carryover Amount remaining unpaid for such Distribution
          Date and (iii) 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, sequentially 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 and Class M-9 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.

         


        
          
            
            

          

          
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        (d) As
          described in Section 5.01(c)(2), (3), (4), (6) and (7) 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 (to
          the
          extent not paid by the Securities Administrator from any upfront payment
          received pursuant to any replacement interest rate swap agreement that
          may be
          entered into by the Supplemental Interest Trust Trustee) 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 commencing on the Distribution
          Date occurring in June 2007, 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 (to
          the extent not paid by the Securities Administrator from any upfront payment
          received pursuant to any replacement interest rate swap agreement that
          may be
          entered into by the Supplemental Interest Trust Trustee). 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)(8)(vii).

         

        (e) On
          each
          Distribution Date commencing on the Distribution Date occurring in June
          2007 and
          ending immediately following the Distribution Date in March 2012, to the
          extent
          required, following the distribution of the Net Monthly Excess Cashflow
          and
          withdrawals from the Reserve Fund, any Net Swap Payments payable to the
          Securities Administrator on behalf of the Supplemental Interest Trust by
          the
          Swap Provider will be distributed on the related Distribution Date in the
          following order of priority: 

         

        first,
          concurrently, to each Class of Class A Certificates, the related Senior
          Interest
          Distribution Amount remaining undistributed after the distributions of
          the Group
          IA Interest Remittance Amount, the Group IB Interest Remittance Amount
          and the
          Group II Interest Remittance Amount, on a pro
          rata
          basis
          based on such respective remaining Senior Interest Distribution
          Amounts;

         

        second,
          sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class
          M-5,
          Class M-6, Class M-7, Class M-8 and Class M-9 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 IA
          Interest
          Remittance Amount, the Group IB Interest Remittance Amount, the Group II
          Interest Remittance Amount and the Net Monthly Excess Cashflow;

         

        third,
          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)(8)(i) above;

         


        
          
            
            

          

          
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        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 and Class M-9 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;

         

        fifth,
          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;

         

        sixth,
          sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class
          M-5,
          Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
          the
          related Net WAC Rate Carryover Amount, to the extent remaining undistributed
          after distributions are made from the Reserve Fund;

         

        seventh,
          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

         

        eighth,
          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.


        
          
            
            

          

          
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        (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.

         


        
          
            
            

          

          
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        (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 in the aggregate;

         


        
          
            
            

          

          
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        (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 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;

         


        
          
            
            

          

          
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        (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 3.23 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 3.25(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)(8)(vi);

         

        (xxxi) the
          Loss
          Severity Percentage with respect to each Mortgage Loan;

         

        (xxxii) the
          Aggregate Loss Severity Percentage;

         


        
          
            
            

          

          
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        (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.

         


        
          
            
            

          

          
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        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.

         


        
          
            
            

          

          
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        (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.

         


        
          
            
            

          

          
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        (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-9 Certificates, until the Certificate Principal Balance of the
          Class M-9
          Certificates has been reduced to zero; fourth,
          to the
          Class M-8 Certificates, until the Certificate Principal Balance of the
          Class M-8
          Certificates has been reduced to zero; fifth,
          to the
          Class M-7 Certificates, until the Certificate Principal Balance of the
          Class M-7
          Certificates has been reduced to zero; sixth,
          to the
          Class M-6 Certificates, until the Certificate Principal Balance of the
          Class M-6
          Certificates has been reduced to zero; seventh,
          to the
          Class M-5 Certificates, until the Certificate Principal Balance of the
          Class M-5
          Certificates has been reduced to zero; eighth,
          to the
          Class M-4 Certificates, until the Certificate Principal Balance of the
          Class M-4
          Certificates has been reduced to zero; ninth,
          to the
          Class M-3 Certificates, until the Certificate Principal Balance of the
          Class M-3
          Certificates has been reduced to zero, tenth,
          to the
          Class M-2 Certificates, until the Certificate Principal Balance of the
          Class M-2
          Certificates has been reduced to zero; and eleventh,
          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)(8)(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)(8). 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)(8)(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.

         


        
          
            
            

          

          
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        (c) i)   All
          Realized Losses on the Group IA Mortgage Loans shall be allocated on each
          Distribution Date first to REMIC I Regular Interest IA until the Uncertificated
          Balance of such REMIC I Regular Interest has been reduced to zero and second,
          to
          REMIC I Regular Interest IA-1-A through REMIC I Regular Interest IA-58-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 IB Mortgage Loans shall be allocated on each
          Distribution Date first to REMIC I Regular Interest IB until the Uncertificated
          Balance of such REMIC I Regular Interest has been reduced to zero and second,
          to
          REMIC I Regular Interest IB-1-A through REMIC I Regular Interest IB-58-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-58-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-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; fourth, 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; fifth, 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; sixth, 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; seventh, 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; eighth, 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; ninth, 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; tenth, 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 eleventh, 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.

         


        
          
            
            

          

          
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        (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.

         

         


        
          
            
            

          

          
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        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-ASAP6 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.

         


        
          
            
            

          

          
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        (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-ASAP6
          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.

         


        
          
            
            

          

          
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        (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.

         


        
          
            
            

          

          
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        (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-ASAP6
          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.

         


        
          
            
            

          

          
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        (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. 

         


        
          
            
            

          

          
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        (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
          the
          Business Day prior to 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), (4), (6) and (7) and Section 5.01(c)(8)(vii)
          of this
          Agreement and shall distribute such amounts on the Business Day prior to
          such
          Distribution Date in accordance with the foregoing sections.

         

        (c) On
          the
          Business Day prior to 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
          on the
          Distribution Date 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) 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), (4), (6) and
          (7) and Section 5.01(c)(8)(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.

         


        
          
            
            

          

          
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        (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 Class A
          Certificateholders and the Mezzanine Certificateholders to receive payments
          from
          the Supplemental Interest Trust and the Reserve Fund in respect of any
          Net WAC
          Rate Carryover Amount shall be assigned a value of $1000.

         

         


        
          
            
            

          

          
            191

            
              

            

          

          
            
            

          

        


        (h) Upon
          a
          Swap Early Termination other than in connection with the optional termination
          of
          the trust, the Securities Administrator on behalf of the Supplemental Interest
          Trust, at the direction f the Depositor, will use reasonable efforts to
          appoint
          a successor swap provider to enter into a new interest rate swap agreement
          on
          terms substantially similar to the Swap Agreement, with a successor swap
          provider meeting all applicable eligibility requirements. If the Securities
          Administrator receives a Swap Termination Payment from the Swap Provider
          in
          connection with such Swap Early Termination, the Securities Administrator
          will
          apply such Swap Termination Payment to any upfront payment required to
          appoint
          the successor swap provider. If the Securities Administrator is required
          to pay
          a Swap Termination Payment to the Swap Provider in connection with such
          Swap
          Early Termination, the Securities Administrator will apply any upfront
          payment
          received from the successor swap provider to pay such Swap Termination
          Payment.


         

        If
          the
          Securities Administrator is unable to appoint a successor swap provider
          within
          30 days of the Swap Early Termination, then the Securities Administrator
          will
          deposit any Swap Termination Payment received from the original Swap Provider
          into a separate, non-interest bearing reserve account and will, on each
          subsequent Distribution Date, withdraw from the amount then remaining on
          deposit
          in such reserve account an amount equal to the Net Swap Payment, if any,
          that
          would have been paid to the Securities Administrator by the original Swap
          Provider calculated in accordance with the terms of the original Swap Agreement,
          and distribute such amount in accordance with the terms of this
          Agreement.

        


        (i) In
          the
          event that the Swap Provider fails to perform any of its obligations under
          the
          Swap Agreement (including, without limitation, its obligation to make any
          payment or transfer collateral), or breaches any of its representations
          and
          warranties thereunder, or in the event that an Event of Default, Termination
          Event, or Additional Termination Event (each as defined in the Swap Agreement)
          occurs with respect to the Swap Agreement, the Securities Administrator
          on
          behalf of the Supplemental Interest Trust Trustee shall immediately, but
          no
          later than the next Business Day following such failure or breach, notify
          the
          Depositor and send any notices and make any demands, on behalf of the
          Supplemental Interest Trust, in accordance with the Swap Agreement.


         

        (j) In
          the
          event that the Swap Provider’s obligations are guaranteed by a third party under
          a guaranty relating to the Swap Agreement (such guaranty the “Guaranty” and such
          third party the “Guarantor”), then to the extent that the Swap Provider fails to
          make any payment by the close of business on the day it is required to
          make
          payment under the terms of the Swap Agreement, the Securities Administrator
          on
          behalf of the Supplemental Interest Trust Trustee shall, as soon as practicable,
          but no later than two (2) business days after the Swap Provider’s failure to
          pay, demand that the Guarantor make any and all payments then required
          to be
          made by the Guarantor pursuant to such Guaranty; provided, that the Securities
          Administrator shall in no event be liable for any failure or delay in the
          performance by the Swap Provider or any Guarantor of its obligations hereunder
          or pursuant to the Swap Agreement and the Guaranty, nor for any special,
          indirect or consequential loss or damage of any kind whatsoever (including
          but
          not limited to lost profits) in connection therewith.


        
          
            
            

          

          
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        SECTION
          5.08. Tax
          Treatment of Swap Payments and Swap Termination Payments.

         

        (a) 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.

         

        (b) 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.

         

        SECTION
          5.09. Swap
          Collateral Account.

         

        The
          Securities Administrator is hereby directed to perform the obligations
          of the
          Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”).


        


        On
          or
          before the Closing Date, the Swap Custodian shall establish a Swap Collateral
          Account. The Swap Collateral Account shall be held in the name of the Swap
          Custodian in trust for the benefit of the Offered Certificates. The Swap
          Collateral Account shall be an Eligible Account and shall be entitled “Swap
          Collateral Account, Wells Fargo Bank, National Association for the benefit
          of
          holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6,
          Asset
          Backed Pass-Through Certificates.” 

        


        The
          Swap
          Custodian shall credit to the Swap Collateral Account all collateral (whether
          in
          the form of cash or securities) posted by the Swap Provider to secure the
          obligations of the Swap Provider in accordance with the terms of the Swap
          Agreement. Except for investment earnings, the Swap Provider shall not
          have any
          legal, equitable or beneficial interest in the Swap Collateral Account
          other
          than in accordance with the Swap Agreement and applicable law. The Swap
          Custodian shall maintain and apply all collateral and earnings thereon
          on
          deposit in the Swap Collateral Account in accordance with Swap Credit Support
          Annex.


        
          
            
            

          

          
            193

            
              

            

          

          
            
            

          

        


        


        Cash
          collateral posted by the Swap Provider in accordance with the Swap Credit
          Support Annex shall be invested at the direction of the Swap Provider in
          Permitted Investments that mature no later than the Business Day prior
          to the
          next succeeding Distribution Date. If no investment direction is received
          or
          provided, the Securities Administrator shall invest the funds in the Wells
          Fargo
          Advantage Prime Investment Money Market Fund. All amounts earned on amounts
          on
          deposit in the Swap Collateral Account (whether cash collateral or securities)
          shall be taxable to the Swap Provider.

         

        Upon
          the
          occurrence of an Event of Default, a Termination Event, or an Additional
          Termination Event (each as defined in the Swap Agreement), amounts in the
          Swap
          Collateral Account shall be withdrawn by the Swap Custodian and applied
          to the
          payment of any termination payment due to Party B (as defined in the Swap
          Agreement) in accordance with the Swap Credit Support Annex. Any excess
          amounts
          held in such Swap Collateral Account after payment of all amounts owing
          to Party
          B under the Swap Agreement shall be withdrawn from the Swap Collateral
          Account
          and paid to the Swap Provider in accordance with the Swap Credit Support
          Annex.


        


        SECTION
          5.10. Cap
          Collateral Accounts

         

        The
          Securities Administrator is hereby directed to perform the obligations
          of the
          Custodian as defined under the Group IA Cap Credit Support Annex, the Group
          IB
          Cap Credit Support Annex and the Group II Cap Credit Support Annex (in
          each
          case, the “Cap Custodian”). 

        


        On
          or
          before the Closing Date, the Cap Custodian shall establish a Cap Collateral
          Account with respect to each of the Group IA Cap Contract (the “Group I Cap
          Collateral Account”), the Group IB Cap Contract (the “Group IB Cap Collateral
          Account”) and the Group II Cap Contract (the “Group II Cap Collateral Account”).
          The Group IA Cap Collateral Account shall be held in the name of the Cap
          Custodian in trust for the benefit of the Class A-1A Certificates and Mezzanine
          Certificates. The Group IA Cap Collateral Account shall be an Eligible
          Account
          and shall be entitled “Group IA Cap Collateral Account, Wells Fargo Bank,
          National Association for the benefit of holders of ACE Securities Corp.
          Home
          Equity Loan Trust, Series 2006-ASAP6, Class A-1A, Class M-1, Class M-2,
          Class
          M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9.”


        


        The
          Group
          IB Cap Collateral Account shall be held in the name of the Cap Custodian
          in
          trust for the benefit of the Class A-1B Certificates and Mezzanine Certificates.
          The Group IB Cap Collateral Account shall be an Eligible Account and shall
          be
          entitled “Group IB Cap Collateral Account, Wells Fargo Bank, National
          Association for the benefit of holders of ACE Securities Corp. Home Equity
          Loan
          Trust, Series 2006-ASAP6, Class A-1B, Class M-1, Class M-2, Class M-3,
          Class
          M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9.” 

        


        The
          Group
          II Cap Collateral Account shall be held in the name of the Cap Custodian
          in
          trust for the benefit of the Class A-2 Certificates and Mezzanine Certificates.
          The Group II Cap Collateral Account shall be an Eligible Account and shall
          be
          entitled “Group II Cap Collateral Account, Wells Fargo Bank, National
          Association for the benefit of holders of ACE Securities Corp. Home Equity
          Loan
          Trust, Series 2006-ASAP6, Class A-2, Class M-1, Class M-2, Class M-3, Class
          M-4,
          Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9.” 


        
          
            
            

          

          
            194

            
              

            

          

          
            
            

          

        


        


        The
          Cap
          Custodian shall credit to the applicable Cap Collateral Account all collateral
          (whether in the form of cash or securities) posted by the Cap Counterparty
          to
          secure the obligations of the Cap Counterparty Provider in accordance with
          the
          terms of the related Cap Contract. Except for investment earnings, the
          Cap
          Counterparty shall not have any legal, equitable or beneficial interest
          in any
          Cap Collateral Account other than in accordance with the related Cap Contract
          and applicable law. The Cap Custodian shall maintain and apply all collateral
          and earnings thereon on deposit in any Cap Collateral Account in accordance
          with
          the Group IA Cap Credit Support Annex, Group IB Cap Credit Support Annex
          or the
          Group II Cap Credit Support Annex, as applicable (each, a “Cap Credit Support
          Annex”).

        


        Cash
          collateral posted by the Cap Counterparty in accordance with the related
          Cap
          Credit Support Annex shall be invested at the direction of the Cap Counterparty
          in Permitted Investments that mature no later than the Business Day prior
          to the
          next succeeding Distribution Date. If no investment direction is received
          or
          provided, the Securities Administrator shall invest the funds in the Wells
          Fargo
          Advantage Prime Investment Money Market Fund. All amounts earned on amounts
          on
          deposit in a Cap Collateral Account (whether cash collateral or securities)
          shall be taxable to the Cap Counterparty.

         

        Upon
          the
          occurrence of an Event of Default, a Termination Event, or an Additional
          Termination Event (each as defined in the related Cap Contact), amounts
          in the
          related Cap Collateral Account shall be withdrawn by the related Cap Custodian
          and applied to the payment of any termination payment due to Party B (as
          defined
          in the related Cap Contract) in accordance with the related Cap Credit
          Support
          Annex. Any excess amounts held in such Cap Collateral Account after payment
          of
          all amounts owing to Party B under the related Cap Contract shall be withdrawn
          from such Cap Collateral Account and paid to the Cap Counterparty in accordance
          with the related Cap Credit Support Annex. 

        


        



        
          
            
            

          

          
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        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.

         


        
          
            
            

          

          
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        (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.

         

         


        
          
            
            

          

          
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        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.

         


        
          
            
            

          

          
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        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.

         


        
          
            
            

          

          
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        (d) ii)
          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.

         


        
          
            
            

          

          
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        (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.

         


        
          
            
            

          

          
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        (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.

         


        
          
            
            

          

          
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        (g) No
          transfer of the Class CE Certificates shall be made unless the transferee
          of
          such Certificates provides to the Securities Administrator the appropriate
          tax
          certification form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP
          or
          W-8ECI, as applicable (or any successor form thereto)), as a condition
          to such
          transfer and agrees to update such forms (i) upon expiration of any such
          form,
          (ii) as required under then applicable U.S. Treasury regulations and (iii)
          promptly upon learning that any IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
          W-8EXP
          or W-8ECI, as applicable (or any successor form thereto), has become obsolete
          or
          incorrect, each as a condition to such transfer so long as they are in
          physical
          form. Upon receipt of any such tax certification form from a transferee
          of any
          Class CE Certificate, the Securities Administrator shall provide a copy
          of such
          tax certification form to the Supplemental Interest Trust Trustee so long
          as the
          Securities Administrator is permitted to provide such tax certification.
          The
          Supplemental Interest Trust Trustee shall provide to the Swap Provider
          a copy of
          any such tax certification form received from the Securities Administrator
          so
          long as the Securities Administrator is permitted to provide such tax
          certification. In the event that either the Securities Administrator or
          the
          Supplemental Interest Trust Trustee is unable to provide a tax certification
          pursuant to this paragraph, such party shall immediately notify the Swap
          Provider.

         

        (h) 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.

         

        (i) 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.

         

         


        
          
            
            

          

          
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        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 5.01 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
          12.01,
          (B) all monthly statements required to be delivered to Certificateholders
          of the
          relevant Class pursuant to Section 5.02 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.

         


        
          
            
            

          

          
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        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.


        
          
            
            

          

          
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        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:

         


        
          
            
            

          

          
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        (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:

         


        
          
            
            

          

          
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        (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.

         

         


        
          
            
            

          

          
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        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.


        
          
            
            

          

          
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        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.

         


        
          
            
            

          

          
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        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 of this Agreement) required to be made by the Servicer
          under the
          terms of the Certificates and this Agreement which continues unremedied
          until
          3:00 p.m. New York time on the Business Day immediately following 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, the Securities Administrator
          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;

         


        
          
            
            

          

          
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        (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.


        
          
            
            

          

          
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        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

         


        
          
            
            

          

          
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        (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 master 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.


        
          
            
            

          

          
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        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.

         

         


        
          
            
            

          

          
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        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.

         


        
          
            
            

          

          
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        Notwithstanding
          anything herein to the contrary, in no event shall the Trustee or the Master
          Servicer be liable for any Servicing Fee or Master Servicing Fee, as applicable,
          or for any differential in the amount of the Servicing Fee or Master Servicing
          Fee, as applicable, or paid hereunder and the amount necessary to induce
          any
          successor Servicer or successor Master Servicer to act as successor Servicer
          or
          successor Master 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.

         

         


        
          
            
            

          

          
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        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.

         


        
          
            
            

          

          
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        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;

         


        
          
            
            

          

          
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        (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;

         


        
          
            
            

          

          
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        (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

         


        
          
            
            

          

          
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        (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.

         

        (xi) No
          provision of this Agreement shall require the Trustee to expend or risk
          its own
          funds or otherwise incur any financial liability in the performance of
          any of
          its duties hereunder, or in the exercise of any of its rights or powers,
          if it
          shall have reasonable grounds for believing that repayment of such funds
          or
          adequate indemnity against risk or liability is not reasonably assured
          to
          it.

         

        (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
          Supplemental Interest Trust Trustee is hereby directed to execute and deliver
          the Swap Agreement for Party B (as defined therein) and to perform the
          obligations of Party B thereunder on the Closing Date and thereafter on
          behalf
          of the Holders of the Certificates. The Sponsor, the Servicer, the Depositor
          and
          the Certificateholders by acceptance of their Certificates acknowledge
          and agree
          that the Supplemental Interest Trust Trustee shall execute and deliver
          the Swap
          Agreement for Party B (as defined therein) and to perform the obligations
          of
          Party B thereunder and shall do so solely in its capacity as Supplemental
          Interest Trust Trustee and not in its individual capacity. The Supplemental
          Interset Trust Trustee hereby directs the Securities Administrator and
          the
          Securities Administrator is hereby empowered under this Agreement to act
          on
          behalf of the Supplemental Interest Trust Trustee. Any funds payable by
          the
          Securities Administrator in connection with its obligations on behalf of
          the
          Supplement Interest Trust Trustee and 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, neither
          the
          Securities Administrator nor the Supplemental Interest Trust Trustee shall
          be
          required to make any payments from its own funds to the counterparty under
          the
          Swap Agreement. 

         

        (d) The
          Trustee is hereby directed to execute and deliver the Cap Contracts for
          Party B
          (as defined therein) and to perform the obligations of Party B thereunder
          on the
          Closing Date and thereafter on behalf of the Holders of the Certificates. The
          Sponsor, the Depositor and the Certificateholders by acceptance of their
          Certificates acknowledge and agree that the Trustee shall execute and deliver
          the Cap Contracts for Party B (as defined therein) and to perform the
          obligations of Party B thereunder and shall do so solely in its capacity
          as
          Trustee and not in its individual capacity. The Trustee hereby directs
          the
          Securities Administrator and the Securities Administrator is hereby empowered
          under this Agreement to act on behalf of the Trustee. Any funds payable
          by the
          Securities Administrator under the Cap Contracts at closing shall be paid
          by the
          Depositor. Notwithstanding anything to the contrary contained herein, neither
          the Trustee nor the Securities Administrator shall be required to make
          any
          payments to the Cap Counterparty under the Cap Contracts unless otherwise
          set
          forth in the Cap Contracts.

         


        
          
            
            

          

          
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        (e) 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 or the Cap Counterparty,
          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 Sections
          3.24,
          3.25 and 5.07 of this Agreement.

         

        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.


        
          
            
            

          

          
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        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.

         


        
          
            
            

          

          
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        Additionally,
          the Securities Administrator (i) may not be an originator, Servicer, the
          Depositor or an affiliate of the Depositor unless the Securities Administrator
          is in an institutional trust department, (ii) must be authorized to exercise
          corporate trust powers under the laws of its jurisdiction of organization,
          and
          (iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency,
          or
          the equivalent rating by S&P (or such rating acceptable to Fitch pursuant to
          a rating confirmation). If no successor securities administrator shall
          have been
          appointed and shall have accepted appointment within 60 days after Wells
          Fargo
          Bank, National Association, as Securities Administrator, ceases to be the
          securities administrator pursuant to this Section 9.06, then the Trustee
          shall
          petition any court of competent jurisdiction, at the expense of the Trust,
          for
          the appointment of a successor securities administrator which satisfies
          the
          eligibility criteria set forth herein. The Trustee shall notify the Rating
          Agencies of any change of Securities Administrator.

         

        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.

         


        
          
            
            

          

          
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        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.

         

        Any
          Person appointed as successor trustee pursuant to Section 9.07 shall also
          be
          required to serve as successor supplemental interest trust trustee.

         

        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.

         


        
          
            
            

          

          
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        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.

         


        
          
            
            

          

          
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        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.

         


        
          
            
            

          

          
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        (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.

         


        
          
            
            

          

          
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        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) any amounts due and owing to the Swap Provider
          under the Swap Agreement and any previous swap provider as of the termination
          date (including a Swap Termination Payment owed to the Swap Provider in
          connection with such optional termination) plus (iii) 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 on a servicing retained basis 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 has been 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. 

         


        
          
            
            

          

          
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        (c) In
          connection with any optional termination, four Business Days prior to the
          final
          Distribution Date specified in the notice required pursuant to Section
          10.01(f),
          the Securities Administrator shall, no later than 4:00 pm New York City
          time on
          such day, request in writing (in accordance with the applicable provision
          of the
          Swap Agreement and by phone from the Swap Provider the amount of the Estimated
          Swap Termination Payment (as defined in the Swap Agreement). The Swap Provider
          shall, no later than 2:00 pm on the following Business Day, notify in writing
          (which may be done in electronic format) the Securities Administrator of
          the
          amount of the Estimated Swap Termination Payment; the Securities Administrator
          shall promptly on the same day notify the Terminator of the amount of the
          Estimated Swap Termination Payment. 

         

        (d) Two
          Business Days prior to the final Distribution Date specified in the notice
          required pursuant to Section 10.01(f), (i) the Terminator shall, no
          later than 1:00 pm New
          York
          City time on such day, deposit funds in the Distribution Account in an
          amount
          equal to the sum of the Termination Price (other than the Swap Termination
          Payment) and the Estimated Swap Termination Payment, and (ii) if the Securities
          Administrator shall have determined that the aggregate Stated Principal
          Balance
          of all of the Mortgage Loans as of the related Determination Date is
not
          more than 10% of the aggregate Principal Balance of the Mortgage
          Loans
          as of
          the Cut-off Date and that all other requirements of the optional termination
          have been met, including without limitation, the deposit required pursuant
          to
          the immediately preceding clause (i) as well as the requirements specified
          in
          Section 10.03, then the Securities Administrator shall, on the same Business
          Day, provide written notice to the Depositor, the Master Servicer, the
          Servicer,
          the Supplemental Interest Trust Trustee, the Trustee and the Swap Provider
          confirming (in accordance with the applicable provisions of the Swap Agreement)
          (a) its receipt of the Termination Price (other than the Swap Termination
          Payment) and the Estimated Swap Termination Payment and (b) that all other
          requirements of the optional termination have been met. Upon the Securities
          Administrator’s providing the notice described in the preceding sentence, the
          optional termination shall become irrevocable, the notice to Certificateholders
          of such optional termination provided pursuant to the Section 10.01(f)
          shall
          become unrescindable, the Swap Provider shall determine the Swap Termination
          Payment in accordance with the Swap Agreement, and the Swap Provider shall
          provide to the Securities Administrator written notice of the amount of
          the Swap
          Termination Payment not later than one Business Day prior to the final
          Distribution Date specified in the notice required pursuant to Section
          10.01(f).


         


        
          
            
            

          

          
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        (e) In
          connection with any optional termination, only an amount equal to the
          Termination Price less any Swap Termination Payment shall be made available
          for
          distribution to the Regular Certificates. Any Estimated Swap Termination
          Payment
          deposited into the Distribution Account by the Terminator shall be withdrawn
          by
          the Securities Administrator from the Distribution Account on the related
          final
          Distribution Date and distributed as follows: (i) to the Supplemental Interest
          Trust for payment to the Swap Provider in accordance with Section 5.07,
          an
          amount equal to the Swap Termination Payment calculated pursuant to the
          Swap
          Agreement, provided that in no event shall the amount distributed to the
          Swap
          Provider in respect of the Swap Termination Payment exceed the Estimated
          Swap
          Termination Payment, and (ii) to the Terminator an amount equal to the
          excess,
          if any, of the Estimated Swap Termination Payment over the Swap Termination
          Payment. The Swap Termination Payment shall not be part of any REMIC and
          shall
          not be paid into any account which is part of any REMIC. 

         

        (f) 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.

         


        
          
            
            

          

          
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        (g) 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.

         


        
          
            
            

          

          
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        (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.

         


        
          
            
            

          

          
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        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.

         


        
          
            
            

          

          
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        (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 borne by the party seeking to take the action not permitted
          by
          this Agreement, but in no event shall such cost be an expense of the
          Trustee.

         


        
          
            
            

          

          
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        (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.


        
          
            
            

          

          
            237

            
              

            

          

          
            
            

          

        


        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.

         


        
          
            
            

          

          
            238

            
              

            

          

          
            
            

          

        


        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 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 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 all conditions precedent to the execution of
          such
          amendment have been satisfied, 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. 

         


        
          
            
            

          

          
            239

            
              

            

          

          
            
            

          

        


        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.

         

        Notwithstanding
          any of the other provisions of this Section 12.01, none of the parties
          to this
          Agreement shall enter into any amendment to this Agreement that could reasonably
          be expected to have a material adverse effect on the interests of the Swap
          Provider hereunder (excluding, for the avoidance of doubt, any amendment
          to the
          Pooling and Servicing Agreement that is entered into solely for the purpose
          of
          appointing a successor servicer, master servicer, securities administrator,
          trustee or other service provider) without the prior written consent of
          the Swap
          Provider, which consent shall not be unreasonably withheld, conditioned
          or
          delayed.

         

        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.

         

         


        
          
            
            

          

          
            240

            
              

            

          

          
            
            

          

        


        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-ASAP6 (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.


        
          
            
            

          

          
            241

            
              

            

          

          
            
            

          

        


        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;

         


        
          
            
            

          

          
            242

            
              

            

          

          
            
            

          

        


        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:

         

        1. Each
          annual statement of compliance described in Section 3.17 of this Agreement;
          and

         

        2. 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.


        
          
            
            

          

          
            243

            
              

            

          

          
            
            

          

        


        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, annual statement of compliance 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 assessment of compliance,
          attestation report or annual statement of compliance 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.

         

         


        
          
            
            

          

          
            244

            
              

            

          

          
            
            

          

        


        SECTION
          12.13. Swap
          Provider as a Third Party Beneficiary.

         

        The
          Swap
          Provider shall be deemed a third party beneficiary of this Agreement to
          the same
          extent as if it were a party hereto, and shall have the right to enforce
          the
          provisions of this Agreement.


        
          
            
            

          

          
            245

            
              

            

          

          
            
            

          

        


        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:
          /s/
          Evelyn Echevarria        

        Name:
          Evelyn Echevarria

        Title:
          Vice President

         

        By:
          /s/
          Doris J. Hearn        

        Name:
          Doris J. Hearn

        Title:
          Vice President

         

         

        OCWEN
          LOAN SERVICING, LLC

        as
          Servicer


         

        By:
          /s/
          Ronald M. Faris        

        Name:
          Ronald M. Faris

        Title:
          President

         

         

        HSBC
          BANK
          USA, NATIONAL ASSOCIATION

        not
          in
          its individual capacity but solely as Trustee

         

        By:
          /s/
          Fernado Acebedo        

        Name:
          Fernando Acebedo

        Title:
          Vice President

         

         

        WELLS
          FARGO BANK, NATIONAL ASSOCIATION

        as
          Master
          Servicer and Securities Administrator


         

        By:
          /s/
          Stacey M. Taylor        

        Name:
          Stacey M. Taylor

        Title:
          Vice President

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Acknowledged
          and Agreed for purposes of Section 9.05:

         

         

        DB
          STRUCTURED PRODUCTS, INC


         

        By:
          /s/
          Ernie Calabrese_________________

        Name:
          Ernie Calabrese

        Title:
          Director

         

        By:
          /s/
          Susan Valenti_____________________

        Name:
          Susan Valenti

        Title:
          Director

         

         

        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:
          /s/
          Kevin J. Kanouff___________________

        Name:
          Kevin J. Kanouff

        Title:
          President and General Counsel

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        

          
            	
                    STATE
                      OF

                  	
                    )

                  
	 	
                    )
                      ss.:

                  
	
                    COUNTY
                      OF

                  	
                    )

                  


          

        

         

        On
          the
          ___ day of November 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 November 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 November 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 November 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 November 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-[1A][1B][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, AS
          AMENDED (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
          THIS
          CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
          6.02(c)
          OF THE AGREEMENT REFERRED TO HEREIN.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        
          	
                  Series
                    2006-ASAP6, Class A-[1A][1B][2A][2B][2C][2D]

                	 	
                  Aggregate
                    Certificate Principal Balance of the Class A-[1A][1B][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: November 1, 2006

                	 	
                  Master
                    Servicer: Wells Fargo Bank, N.A.

                
	 	 	 
	
                  First
                    Distribution Date: December 26, 2006

                	 	
                  Trustee:
                    HSBC Bank USA, National Association

                
	 	 	 
	
                  No.__

                	 	
                  Issue
                    Date: November 29, 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-ASAP6

         

        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 SPONSOR, 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-[1A][1B][2A][2B][2C][2D]
          Certificates as of the Issue Date) in that certain beneficial ownership
          interest
          evidenced by all of the Class A-[1A][1B][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.

         

        
          
            
            

          

          
            A-1-2

            
              

            

          

          
            
            

          

           

        

        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-[1A][1B][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-[1A][1B]
          [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-[1A][1B][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 first 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 has been 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 Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

        
           

          
            
              
              

            

            
              A-1-3

              
                

              

            

            
              
              

            

             

          

        

        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, as applicable, 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 (with respect to matters
          affecting the Swap Agreement) 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.

         

        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.

        
           

          
            
              
              

            

            
              A-1-4

              
                

              

            

            
              
              

            

             

          

        

        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 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.

        
          
             

            
              
                
                

              

              
                A-1-5

                
                  

                

              

              
                
                

              

               

            

          

          
            IN
              WITNESS WHEREOF, the Securities Administrator has caused this Certificate
              to be
              duly executed.

          

        

         

        Dated:
          November ___, 2006

         

        
          WELLS
            FARGO BANK, N.A.

          as
            Securities Administrator

           

           

           

          By:
            ________________________

          Authorized
            Officer

        

         

        


        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Class A-[1A][1B][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] CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        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]
          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-ASAP6, Class M-[1][2][3][4][5][6][7][8][9]

                	 	
                  Aggregate
                    Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9]
                    Certificates as of the Issue Date: $______________

                
	 	 	 
	
                  Pass-Through
                    Rate: Variable

                	 	
                  Denomination:
                    $______________

                
	 	 	 
	
                  Date
                    of Pooling and Servicing Agreement 

                  and
                    Cut-off Date: November 1, 2006

                	 	
                  Master
                    Servicer: Wells Fargo Bank, N.A.

                
	 	 	 
	
                  First
                    Distribution Date: December 26, 2006

                	 	
                  Trustee:
                    HSBC Bank USA, National Association

                
	 	 	 
	
                  No.___

                	 	
                  Issue
                    Date: November 29, 2006

                
	 	 	 
	 	 	
                  CUSIP:_________________

                


        

        


        ACE
          SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP6

         

        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 SPONSOR, 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] 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] 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.

         

        
          
            
            

          

          
            A-2-2

            
              

            

          

          
            
            

          

           

        

        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] 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] 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] 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 first 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 has been 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 Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans 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.

         

        
          
            
            

          

          
            A-2-3

            
              

            

          

          
            
            

          

           

        

        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 (with respect to matters
          affecting the Swap Agreement) 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.

         

        
          
            
            

          

          
            A-2-4

            
              

            

          

          
            
            

          

           

        

        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.

         

        
          
            
            

          

          
            A-2-5

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF, the Securities Administrator has caused this Certificate
          to be
          duly executed.

        
           

          Dated:
            November ___, 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] 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, AS
          AMENDED (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
          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 AND
          COMPLIES WITH SECTION 6.02(g) OF THE AGREEMENT REFERRED TO
          HEREIN.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        
          	
                  Series
                    2006-ASAP6, 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: November 1,
                    2006

                	 	
                  Master
                    Servicer: Wells Fargo Bank, N.A.

                
	 	 	 
	
                  First
                    Distribution Date: December 26, 2006

                	 	
                  Trustee:
                    HSBC Bank USA, National Association

                
	 	 	 
	
                  No.
                    __

                	 	
                  Issue
                    Date: November 29, 2006

                


        

        


        ACE
          SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP6

         

        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 SPONSOR, 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.

         

        
          
            
            

          

          
            A-3-2

            
              

            

          

          
            
            

          

           

        

        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 applicable
          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 Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee, 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 (with respect to matters
          affecting the Swap Agreement) 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.

         

        
          
            
            

          

          
            A-3-3

            
              

            

          

          
            
            

          

        

         

        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 Regulation S under the 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, (iii) 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 (iv) 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.

         

        
          
            
            

          

          
            A-3-4

            
              

            

          

          
            
            

          

           

        

        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 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.

         

        
          
            
            

          

          
            A-3-5

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF, the Securities Administrator has caused this Certificate
          to be
          duly executed.

         

        
          Dated:
            November ___, 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, AS AMENDED (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 REFERRED
          TO HEREIN.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        
          	
                  Series
                    2006-ASAP6, 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: November 1,
                    2006

                	 	
                  Denomination:
                    $100.00

                
	 	 	 
	
                  First
                    Distribution Date: December 26, 2006

                	 	
                  Master
                    Servicer: Wells Fargo Bank, N.A.

                
	 	 	 
	
                  No.
                    __

                	 	
                  Trustee:
                    HSBC Bank USA, National Association

                
	 	 	 
	 	 	
                  Issue
                    Date: November 29, 2006

                


        

        


        ACE
          SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP6

         

        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 SPONSOR, 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.

         

        
          
            
            

          

          
            A-4-2

            
              

            

          

          
            
            

          

        

         

        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 Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee, 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 (with respect to matters
          affecting the Swap Agreement) 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.

         

        
          
            
            

          

          
            A-4-3

            
              

            

          

          
            
            

          

        

         

        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 Regulation S under the 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, (iii) 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 (iv) 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.

         

        
          
            
            

          

          
            A-4-4

            
              

            

          

          
            
            

          

        

         

        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.

         

        
          
            
            

          

          
            A-4-5

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF, the Securities Administrator has caused this Certificate
          to be
          duly executed.

         

        Dated:
          November ___,
          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, AS
          AMENDED (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 REFERRED TO HEREIN.

         

        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 REFERRED TO
          HEREIN.

         

        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-ASAP6, 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: November 1, 2006

                	 	
                  Master
                    Servicer: Wells Fargo Bank, N.A.

                
	 	 	 
	
                  First
                    Distribution Date: December 26, 2006

                	 	
                  Trustee:
                    HSBC Bank USA, National Association

                
	 	 	 
	
                  No
                    __

                	 	
                  Issue
                    Date: November 29, 2006

                


        

        


        ACE
          SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP6

         

        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 SPONSOR, 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
          set forth above 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 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 R Certificates on such Distribution Date pursuant to the
          Agreement.

         

        
          
            
            

          

          
            A-5-2

            
              

            

          

          
            
            

          

        

         

        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 Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing the Percentage
          Interest in 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 (with respect to matters
          affecting the Swap Agreement) 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.

         

        
          
            
            

          

          
            A-5-3

            
              

            

          

          
            
            

          

        

         

        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, or (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-3 and (iii) a transfer affidavit
          and
          agreement substantially in the form of Exhibit B-4 to the Agreement and
          (iv)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.

         

        
          
            
            

          

          
            A-5-4

            
              

            

          

          
            
            

          

           

        

        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.

         

        
          
            
            

          

          
            A-5-5

            
              

            

          

          
            
            

          

        

        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.

         

        
          
            
            

          

          
            A-5-6

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF, the Securities Administrator has caused this Certificate
          to be
          duly executed.

         

        Dated:
          November ___, 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-ASAP6

         

        
          	
                  Re:

                	
                  ACE
                    Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 

                  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 November 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:

                


        

        


        
          
            
            

          

          
            B-1-2

            
              

            

          

          
            
            

          

        


        FORM
          OF
          TRANSFEREE REPRESENTATION LETTER

         

        [Date]

         

        Wells
          Fargo Bank, N.A.

        Sixth
          Street and Marquette Avenue

        Minneapolis,
          Minnesota 55479

        Attention:
          Corporate Trust ACE 2006-ASAP6

         

        
          	
                  Re:

                	
                  ACE
                    Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 

                  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.

         

        
          
            
            

          

          
            B-1-3

            
              

            

          

          
            
            

          

        

        


        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
          November 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:

                


        

         

        
          
            
            

          

          
            B-1-4

            
              

            

          

          
            
            

          

        


        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.

                


        

         

        ____________________________

          
            	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.

                  


          

          
            
              
              

            

            
              B-1-5

              
                

              

            

            
              
              
 

          

        

        
          	
                  ___

                	
                  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?

                


        

         

        
          
            
            

          

          
            B-1-6

            
              

            

          

          
            
            

          

        

         

        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:

                


        

         

        
          
            
            

          

          
            B-1-7

            
              

            

          

          
            
            

          

        


        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.

         

        
          
            
            

          

          
            B-1-8

            
              

            

          

          
            
            

          

        

         

        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

                


        

        


        
          
            
            

          

          
            B-1-9

            
              

            

          

          
            
            

          

        


        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 ____________________________________
              

          

        

         

        
          
            
            

          

          
            B-1-10

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          B-2 

         

        FORM
          OF
          REGULATION S TRANSFER CERTIFICATE

         

        [Date]

         

        


         

        Wells
          Fargo Bank, N.A.

        Sixth
          Street and Marquette Avenue

        Minneapolis,
          Minnesota 55479

        Attention:
          Corporate Trust ACE 2006-ASAP6

         

        
          	
                  Re:

                	
                  ACE
                    Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 

                  Asset
                    Backed Pass-Through Certificates, Class CE Certificates and/or
                    

                  Class
                    P
                    Certificates     

                


        

         

        Ladies
          and Gentlemen:

         

        Reference
          is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
          as of November 1, 2006, among ACE Securities Corp. (the “Depositor”), Wells
          Fargo Bank, N.A., 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”). Capitalized terms used herein but not defined herein shall have
          the meanings assigned thereto in the Agreement.

         

        This
          letter relates to U.S. $[__________] Certificate Principal Balance of Class
          [CE][P] Certificates (the “Certificates”) which are held in the name of [name of
          transferor] (the “Transferor”) to effect the transfer of the Certificates to a
          person who wishes to take delivery thereof in the form of an equivalent
          beneficial interest [name of transferee] (the “Transferee”).

         

        In
          connection with such request, the Transferor hereby certifies that such
          transfer
          has been effected in accordance with the transfer restrictions set forth
          in the
          Agreement relating to the Certificates and that the following additional
          requirements (if applicable) were satisfied:

         

        (a) the
          offer
          of the Certificates was not made to a person in the United States;

         

        (b) at
          the
          time the buy order was originated, the Transferee was outside the United
          States
          or the Transferor and any person acting on its behalf reasonably believed
          that
          the Transferee was outside the United States;

         

        (c) no
          directed selling efforts were made in contravention of the requirements
          of Rule
          903(b) or 904(b) of Regulation S, as applicable;

         

        (d) the
          transfer or exchange is not part of a plan or scheme to evade the registration
          requirements of the Securities Act;

         

        (e) the
          Transferee is not a U.S. Person, as defined in Regulation S under the Securities
          Act;

         

        
          
            
            

          

          
            B-2-1

            
              

            

          

          
            
            

          

        

         

        (f) the
          transfer was made in accordance with the applicable provisions of Rule
          903(b)(2)
          or (3) or Rule 904(b)(1), as the case may be; and

         

        (g) the
          Transferee understands that the Certificates have not been and will not
          be
          registered under the Securities Act, that any offers, sales or deliveries
          of the
          Certificates purchased by the Transferee in the United States or to U.S.
          persons
          prior to the date that is 40 days after the later of (i) the commencement
          of the
          offering of the Certificates and (ii) the Closing Date, may constitute
          a
          violation of United States law, and that (x) distributions of principal
          and
          interest and (y) the exchange of beneficial interests in a Temporary Regulation
          S Global Certificate for beneficial interests in the related Permanent
          Regulation S Global Certificate, in each case, will be made in respect
          of such
          Certificates only following the delivery by the Holder of a certification
          of
          non-U.S. beneficial ownership, at the times and in the manner set forth
          in the
          Agreement.

         

        
          
            
            

          

          
            B-2-2

            
              

            

          

          
            
            

          

        


        You
          are
          entitled to rely upon this letter and are irrevocably authorized to produce
          this
          letter or a copy hereof to any interested party in any administrative or
          legal
          proceedings or official inquiry with respect to the matters covered
          hereby.

         

        
          	 	 	 	 	 	 	 	
                  [Name
                    of Transferor]

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	 	
                  Title:

                


        

         

        
          
            
            

          

          
            B-2-3

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          B-3

         

        FORM
          OF
          TRANSFEROR REPRESENTATION LETTER

         

        ____________,
          20__

        


        Wells
          Fargo Bank, N.A.

        Sixth
          Street and Marquette Avenue

        Minneapolis,
          Minnesota 55479

        Attention:
          Corporate Trust ACE 2006-ASAP6

         

        
          	
                  Re:

                	
                  ACE
                    Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6

                  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-ASAP6

         

        
          	
                  Re:

                	
                  ACE
                    Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 

                  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.

         

        
          
            
            

          

          
            B-3-1

            
              

            

          

          
            
            

          

           

        

        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:

                	 


        

        


        
          
            
            

          

          
            B-3-2

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          B-4

         

        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-ASAP6 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.

                


        

         

        
          
            
            

          

          
            B-4-1

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  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 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 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.

                


        

         

        
          
            
            

          

          
            B-4-2

            
              

            

          

          
            
            

          

        


        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:

                


        

        


        
          
            
            

          

          
            B-4-3

            
              

            

          

          
            
            

          

        


        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 Securities Administrator
          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.

         

        
          
            
            

          

          
            B-4-4

            
              

            

          

          
            
            

          

        


        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-ASAP6

         

        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 November
          1, 2006, among ACE Securities Corp., Ocwen Loan Servicing, LLC, Wells Fargo
          Bank, National Association and HSBC Bank USA, National Association.

         

        Date:
          _________________________________

        
           

          _____________________________________

          [Signature]

           

          _____________________________________

          [Title]

           

          
            
              
              

            

            
              C-2

              
                

              

            

            
              
              

            

             

          

        

        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 November 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.

         

        
          
            
            

          

          
            D-2

            
              

            

          

          
            
            

          

        

         

        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
                    ________________________

                


        

        


        
          
            
            

          

          
            D-3

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          E

        SERVICING
          CRITERIA

        


        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

                  


          

          ________________________

          
            *
              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.

          

           

          
            
              
              

            

            
              E-1

              
                

              

            

            
              
              

            

          

           

          
            	
                    Reg.
                      AB Item 1122(d) Servicing Criteria

                  	
                    Depositor

                  	
                    Seller

                  	
                    Servicer

                  	
                    Trustee

                  	
                    Custodian

                  	
                    Paying
                      Agent

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  
	 	 	 	 	 	 	 	 	 
	
                    (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

                  	 	 	 	 	 


          

           

          
            
              
              

            

            
              E-2

              
                

              

            

            
              
              

            

          

           

          
            	
                    Reg.
                      AB Item 1122(d) Servicing Criteria

                  	
                    Depositor

                  	
                    Seller

                  	
                    Servicer

                  	
                    Trustee

                  	
                    Custodian

                  	
                    Paying
                      Agent

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  
	 	 	 	 	 	 	 	 	 
	
                    (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

                  


          

        

         

        
          
            
            

          

          
            E-3

            
              

            

          

          
            
            

          

        

         

        
           

          EXHIBIT
            F

           

          MORTGAGE
            LOAN PURCHASE AGREEMENT

           

          This
            is a
            Mortgage Loan Purchase Agreement (this “Agreement”), dated November 29, 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)
            and the
            Cap Agreements (as hereinafter defined) 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-ASAP6, Asset Backed Pass-Through Certificates (the “Certificates”). The
            Certificates will consist of eighteen 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-ASAP6, Asset Backed Pass-Through
            Certificates, dated as of November 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-1A Certificates, the Class A-1B Certificates and the
            Class
            A-2A, Class A-2B, Class A-2C and Class A-2D Certificates (collectively,
            the
“Class A 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 and Class M-9 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
            November
            [__],
            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 November
            29, 2006
            (the “Closing Date”), (a) 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 November 1, 2006 (the “Cut-off Date”) of
            approximately $679,079,481 (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,
            but excluding the rights to the servicing of the Mortgage Loans, which
            are owned
            by the Servicer (the “Servicing Rights”) and (b) all of the Seller’s right,
            title and interest in and to (i) the Cap Agreement between The
            Royal
            Bank of Scotland plc
            and the
            Trustee, as trustee of ACE Securities Corp. Home Equity Loan Trust, Series
            2006-ASAP6, Asset Backed Pass-Through Certificates dated as of November
            29, 2006
            (the “Group IA Cap Agreement”), relating to the Class A-1A Certificates and the
            Mezzanine Certificates, (ii) the Cap Agreement between The Royal Bank
            of
            Scotland plc and the Trustee, as trustee of ACE Securities Corp. Home
            Equity
            Loan Trust, Series 2006-ASAP6, Asset Backed Pass-Through Certificates
            dated as
            of November 29, 2006 (the “Group IB Cap Agreement”), relating to the Class A-1B
            Certificates the Mezzanine Certificates and (iii) the Cap Agreement between
            The
            Royal Bank of Scotland plc and the Trustee, as trustee of ACE Securities
            Corp.
            Home Equity Loan Trust, Series 2006-ASAP6, Asset Backed Pass-Through
            Certificates, dated as of November 29, 2006 (the “Group II Cap Agreement”;
            together with the Group IA Cap Agreement and the Group IB Cap Agreement,
            the
“Cap Agreements”) relating to the Class A Certificates and the Mezzanine
            Certificates.  

           


          
            
              
              

            

            
              F-1

              
                

              

            

            
              
              

            

          


          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 and the Cap Agreements 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 and the Cap Agreements,
            together with its rights under this Agreement, to the Trustee for the
            benefit of
            the Certificateholders.

           

          
            _________________

              
                * Please
                  contact the Mortgage Loan Seller for this
                  information.

              

            

          


          
            
              
              

            

            
              F-2

              
                

              

            

            
              
              

            

          


          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 and the
            Cap
            Agreements, but excluding the Servicing Rights. 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) unless
            such Mortgage Loan is registered on the MERS System, original Assignment
            of
            Mortgage executed in blank;

           

          (iv) unless
            such Mortgage Loan a MOM Loan, 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

           


          
            
              
              

            

            
              F-3

              
                

              

            

            
              
              

            

          


          (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.

           


          
            
              
              

            

            
              F-4

              
                

              

            

            
              
              

            

          


          (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;

           


          
            
              
              

            

            
              F-5

              
                

              

            

            
              
              

            

          


          (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;

           


          
            
              
              

            

            
              F-6

              
                

              

            

            
              
              

            

          


          (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;

           


          
            
              
              

            

            
              F-7

              
                

              

            

            
              
              

            

          


          (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;

           


          
            
              
              

            

            
              F-8

              
                

              

            

            
              
              

            

          


          (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) Unless
            the Mortgaged Property is located in the State of Iowa and an attorney’s
            certificate and/or a certificate of title guaranty has been obtained,
            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 23.03% of the Mortgage Loans by aggregate
            principal balance as of the Cut-off Date, which are balloon loans and
            approximately 40.46% 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;

           


          
            
              
              

            

            
              F-9

              
                

              

            

            
              
              

            

          


          (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;

           


          
            
              
              

            

            
              F-10

              
                

              

            

            
              
              

            

          


          (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;

           


          
            
              
              

            

            
              F-11

              
                

              

            

            
              
              

            

          


          (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, row house 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 IA Mortgage Loan and each Group IB Mortgage Loan,
            no
            Mortgagor obtained a prepaid single premium credit insurance policy (e.g.,
            life,
            mortgage, disability, accident, unemployment, property or health insurance
            product) or debt cancellation agreement in connection with the origination
            of
            such Group IA Mortgage Loan or Group IB Mortgage Loan. With respect to
            each
            Group IB Mortgage Loan, no Mortgagor was required to purchase any single
            premium
            credit insurance policy (e.g., life, mortgage, disability, accident,
            unemployment, or health insurance product) or debt cancellation agreement
            as a
            condition of obtaining the extension of credit. No proceeds from any
            Group IB
            Mortgage Loan were used to purchase single premium credit insurance policies
            (e.g., life, mortgage, disability, accident, unemployment, or health
            insurance
            product) or debt cancellation agreements as part of the origination of,
            or as a
            condition to closing, such Mortgage Loan; 

           

          (xxxix) With
            respect to any Group IA Mortgage Loan that contains a provision permitting
            imposition of a penalty upon a prepayment prior to maturity: (i) such
            Group IA
            Mortgage Loan provides some benefit to the Mortgagor (e.g. a rate or
            fee
            reduction) in exchange for accepting such prepayment penalty, (ii) such
            Group IA
            Mortgage Loan’s originator had a written policy of offering the Mortgagor, or
            requiring third-party brokers to offer the Mortgagor, the option of obtaining
            a
            mortgage loan that did not require payment of such a penalty, (iii) the
            prepayment penalty was adequately disclosed to the Mortgagor pursuant
            to
            applicable state and federal law, (iv) no Group IA Mortgage Loan originated
            on
            or after October 1, 2002 will provide for Prepayment Charges for a term
            in
            excess of three years and any Group IA Mortgage Loan originated prior
            to such
            date, will not provide for Prepayment Charges in excess of five years;
            in each
            case unless such Group IA Mortgage Loan was modified to reduce the prepayment
            period to no more than three years from the date of the Mortgage Note
            and the
            Mortgagor was notified in writing of such reduction in prepayment period,
            and
            (v) such prepayment penalty shall not be imposed in any instance where
            such
            Group IA Mortgage Loan is accelerated or paid off in connection with
            the workout
            of a delinquent Mortgage or due to Mortgagor’s default, notwithstanding that the
            terms of such Group IA Mortgage Loan or state or federal law might permit
            the
            imposition of such penalty;

           


          
            
              
              

            

            
              F-12

              
                

              

            

            
              
              

            

          


          (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). No Group I Mortgage Loan has an “annual percentage
            rate” or “total points and fees” payable by the Mortgagor (as each such term is
            defined under HOEPA) that equal or exceed the applicable thresholds defined
            under HOEPA (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i)
            and
            (ii));

           

          (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) Each
            Group IB Mortgage Loan is in compliance with the anti-predatory lending
            eligibility for purchase requirements of Fannie Mae’s Selling
            Guide;

           

          (xliii) No
            Mortgage Loan is a “High-Cost Home Loan” as defined in the Indiana Home Loan
            Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1
            through
            24-9-9);

           

          (xliv) 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;

           


          
            
              
              

            

            
              F-13

              
                

              

            

            
              
              

            

          


          (xlv) 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;

           

          (xlvi) 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;

           

          (xlvii) 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;

           

          (xlviii) The
            Servicer for each Group IA 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;

           

          (xlix) The
            original principal balance of each Group IA 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.
            No Group
            IA Mortgage Loan which is secured by a first lien has an original principal
            balance that exceeds the applicable Freddie Mac loan limit;

           

          (l) 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.);
            

           

          (li) 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.);

           

          (lii) 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.);

           

          (liii) 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;

           

          (liv) 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;

           

          (lv) No
            Mortgage Loan is a “High Cost” loan as defined under the New York Banking Law
            Section 6L, effective as of April 1, 2003;

           

          (lvi) No
            Mortgage Loan is a “home loan” in the state of Nevada; 

           


          
            
              
              

            

            
              F-14

              
                

              

            

            
              
              

            

          


          (lvii) No
            Mortgage Loan is a “Section 10 mortgage loan” as defined in Oklahoma House Bill
            1574;

           

          (lviii) With
            respect to any Group IA or Group IB 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;

           

          (lix) 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;

           

          (lx) No
            Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
            Massachusetts Predatory Home Loan Practices Act, effective November 7,
            2004
            (Mass. Ann. Laws Ch. 183C);

           

          (lxi) No
            Group
            IB Mortgage Loan is a balloon mortgage loan that has an original stated
            maturity
            of less than seven (7) years;

           

          (lxii) With
            respect to each Group IA Mortgage Loan and each Group IB Mortgage Loan,
            no
            Mortgagor was encouraged or required to select a mortgage loan product
            offered
            by the related originator which is a higher cost product designed for
            less
            creditworthy borrowers, unless at the time of such Group IA Mortgage
            Loan or
            such Group IB Mortgage Loan’s origination, such borrower did not qualify taking
            into account credit history and debt to income ratios for a lower cost
            credit
            product then offered by the originator or any affiliate of the originator.
            If,
            at the time of loan application, the Mortgagor may have qualified for
            a lower
            cost credit product then offered by any mortgage lending affiliate of
            the
            originator, the originator referred the Mortgagor’s application to such
            affiliate for underwriting consideration;

           

          (lxiii) 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; 

           

          (lxiv) The
            information set forth in the Closing Schedule is true and correct in
            all
            material respects as of the Cut-Off Date;

           

          (lxv) With
            respect to each Group IA Mortgage Loan and Group IB Mortgage Loan, the
            methodology used in underwriting the extension of credit for each Group
            IA and
            Group IB Mortgage Loan did not rely solely on the extent of the Mortgagor’s
            equity in the collateral as the principal determining factor in approving
            such
            extension of credit. The methodology employed objective criteria such
            as, the
            Mortgagor’s income, assets or liabilities, to the proposed mortgage payment and,
            based on such methodology, the Group IA and Group IB Mortgage Loan’s originator
            made a reasonable determination that at the time of origination the Mortgagor
            had the ability to make timely payments on the Mortgage Loan;

           


          
            
              
              

            

            
              F-15

              
                

              

            

            
              
              

            

          


          (lxvi) With
            respect to each Group IB Mortgage Loan that contains a provision permitting
            imposition of a premium upon a prepayment prior to maturity: (i) prior
            to the
            loan's origination, the Mortgagor agreed to such premium in exchange
            for a
            monetary benefit, including but not limited to a rate or fee reduction,
            (ii)
            prior to the loan's origination, the Mortgagor was offered the option
            of
            obtaining a mortgage loan that did not require payment of such a premium,
            (iii)
            the prepayment premium is disclosed to the Mortgagor in the loan documents
            pursuant to applicable state and federal law, (iv) the duration of the
            prepayment period shall not exceed three (3) years from the date of the
            note,
            and (v) notwithstanding any state or federal law to the contrary, the
            Servicer
            shall not impose such prepayment premium in any instance when the mortgage
            debt
            is accelerated as the result of the Mortgagor’s default in making the loan
            payments;

           

          (lxvii) All
            points and fees related to each Group IB Mortgage Loan were disclosed
            in writing
            to the Mortgagor in accordance with applicable state and federal law
            and
            regulation. No Mortgagor was charged “points and fees” (whether or not financed)
            in an amount that exceeds the greater of (1) 5% of the principal amount
            of such
            Group IB Mortgage Loan, such 5% limitation is calculated in accordance
            with
            Fannie Mae's anti-predatory lending requirements as set forth in the
            Fannie Mae
            Selling Guide or (2) $1,000;

           

          (lxviii) All
            points and charges (including finance charges) and whether or not financed,
            assessed, collected or to be collected in connection with the origination
            and
            servicing of each Group IB Mortgage Loan has been disclosed in writing
            to the
            borrower in accordance with applicable state and federal law and
            regulation;

           

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

           

          (lxx) With
            respect to a Group IA Mortgage Loan which is a second lien, (a) such
            second lien
            Group IA Mortgage Loan is secured by a one- to four-family residence
            that was
            (or would be) the principal residence of the Mortgagor, (b) the origination
            amount for such second lien Group IA Mortgage Loan did not exceed one-half
            of
            the one-unit limitation set forth by Freddie Mac for first lien mortgage
            loans
            or $208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without
            regard to the number of units and (c) the aggregate original principal
            balance
            for the first lien and the second lien Mortgage Loan does not exceed
            Freddie
            Mac’s applicable loan limits for first lien mortgage loans for properties
            of the
            same type as the related Mortgaged Property;

           

          (lxxi) No
            Mortgagor under a Group IA 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
            IA 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 such
            Group IA
            Mortgage Loan, whether they were 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 attorney’s 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, which
            miscellaneous fees and charges, in total, do not exceed 0.25 percent
            of the loan
            amount;

           


          
            
              
              

            

            
              F-16

              
                

              

            

            
              
              

            

          


          (lxxii) No
            Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
            as
            a lessee under a ground lease of the related Mortgaged Property; 

           

          (lxxiii) With
            respect to any Group IA Mortgage Loan that is on manufactured housing,
            upon
            origination of each such Group IA Mortgage Loan the manufactured housing
            unit
            either: (i) will be the principal residence of the borrower or (ii) will
            be
            classified as real estate property under applicable state law;
            and

           

          (lxxiv) With
            respect to any Group IA Mortgage Loan for which the date of the related
            mortgage
            note is more than 1 year before the Closing Date, 

           

          (i) The
            Sponsor represents that it currently operates or actively participates
            in an
            on-going and active program or business (A) to originate mortgages, and/or
            (B)
            to make periodic purchases of mortgage loans from originators or other
            sellers,
            and/or (C) to issue and/or purchase securities or bonds supported by
            the
            mortgages, with a portion of the proceeds generated by such program or
            business
            being used to purchase or originate mortgages made to borrowers who
            are:

           

          (a)
            low-income families (families with incomes of 80% or less of area median
            income)
            living in low-income areas (a census tract or block numbering area in
            which the
            median income does not exceed 80 percent of the area median income)
            and/or

           

          (b)
            very
            low-income families (families with incomes of 60% or less of area median
            income), and

           

          (ii)
            The
            Sponsor agrees that Freddie Mac for a period of two (2) years following
            the date
            of this Agreement may contact the Sponsor to confirm that it continues
            to
            operate or actively participate in the mortgage program or business and
            to
            obtain other nonproprietary information about the Sponsor’s activities that may
            assist Freddie Mac in completing its regulatory reporting requirements.
            The
            Sponsor will make reasonable efforts to provide such information to Freddie
            Mac.

           

          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), (xlviii), (xlix), (lviii),
            (lxii), (lxv), (lxx), (lxxi) and/or (lxxiii) 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.

           


          
            
              
              

            

            
              F-17

              
                

              

            

            
              
              

            

          


          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.

           


          
            
              
              

            

            
              F-18

              
                

              

            

            
              
              

            

          


          (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 and the Cap Agreements
            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;

           


          
            
              
              

            

            
              F-19

              
                

              

            

            
              
              

            

          


          (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 and serviced
            by
            the Servicer, on behalf of the Trust under the Pooling and Servicing
            Agreement,
            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 (exclusive
            of the
            Servicing Rights) 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.

           


          
            
              
              

            

            
              F-20

              
                

              

            

            
              
              

            

          


          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.

           


          
            
              
              

            

            
              F-21

              
                

              

            

            
              
              

            

          


          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
            and the Cap Agreements by the Seller to the Purchaser as provided in
            Section 4
            hereof be, and be construed as, a sale of the Mortgage Loans and the
            Cap
            Agreements by the Seller to the Purchaser and not as a pledge of the
            Mortgage
            Loans and the Cap Agreements 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 and the Cap
            Agreements
            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
            and the
            Cap Agreements 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 the Cap Agreements and all amounts payable to the holders of
            the
            Mortgage Loans and the Cap Agreements 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
            and
            the Cap Agreements, 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.

           


          
            
              
              

            

            
              F-22

              
                

              

            

            
              
              

            

          


          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.


            
              
                
                

              

              
                F-23

                
                  

                

              

              
                
                

              

            



          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:
            /s/
            Evelyn Echevarria        

          Name:
            Evelyn Echevarria

          Title:
            Vice President

           

          By:
            /s/
            Doris J. Hearn            

          Name:
            Doris J. Hearn

          Title:
            Vice President

           

           

          ACE
            SECURITIES CORP.

           

          By:
            /s/
            Evelyn Echevarria            

          Name:
            Evelyn Echevarria

          Title:
            Vice President

           

          By:
            /s/
            Doris J. Hearn            

          Name:
            Doris J. Hearn

          Title:
            Vice President



          
            
              
              

            

            
              F-24

              
                

              

            

            
              
              

            

          


          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.

           


          
            
              
              

            

            
              F-25

              
                

              

            

            
              
              

            

          


          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]

           


          
            
              
              

            

            
              F-26

              
                

              

            

            
              
              

            

          

           

          

            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 etseq.

                      Effective
                        July 16, 2003

                    	
                      High
                        Cost Home Loan

                    
	
                      Cleveland
                        Heights, OH

                    	
                      Ordinance
                        No. 72-2003 (PSH), Mun. Code §§ 757.01 etseq.

                      Effective
                        June 2, 2003

                    	
                      Covered
                        Loan

                    
	
                      Colorado

                    	
                      Consumer
                        Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 etseq.

                      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
                        etseq.

                      Effective
                        October 1, 2001

                    	
                      High
                        Cost Home Loan

                    
	
                      District
                        of Columbia

                    	
                      Home
                        Loan Protection Act, D.C. Code §§ 26-1151.01 etseq.
                        

                      Effective
                        for loans closed on or after January 28, 2003

                    	
                      Covered
                        Loan

                    
	
                      Florida

                    	
                      Fair
                        Lending Act, Fla. Stat. Ann. §§ 494.0078 etseq.
                        

                      Effective
                        October 2, 2002

                    	
                      High
                        Cost Home Loan 

                    


            


            
              
                
                

              

              
                F-27

                
                  

                

              

              
                
                

              

            

             

            
              	 	 	 
	
                      State/Jurisdiction

                    	
                      Name
                        of Anti-Predatory Lending Law/Effective Date

                    	
                      Category
                        under Applicable Anti-Predatory Lending Law

                    
	
                      Georgia
                        (Oct.
                        1, 2002 - Mar. 6, 2003)

                    	
                      Fair
                        Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

                      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 etseq.

                      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 etseq.

                      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 etseq.

                      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
                        etseq.

                      Effective
                        June 24, 2003

                    	
                      High
                        Cost Home Loan

                    
	
                      Maine

                    	
                      Truth
                        in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 etseq.

                      Effective
                        September 29, 1995 and as amended from time to time

                    	
                      High
                        Rate High Fee Mortgage

                    


            


            
              
                
                

              

              
                F-28

                
                  

                

              

              
                
                

              

            

             

            
              	 	 	 
	
                      State/Jurisdiction

                    	
                      Name
                        of Anti-Predatory Lending Law/Effective Date

                    	
                      Category
                        under Applicable Anti-Predatory Lending Law

                    
	
                      Massachusetts

                    	
                      Part
                        40 and Part 32, 209 C.M.R. §§ 32.00 etseq.
                        and 209 C.M.R. §§ 40.01 etseq.

                      Effective
                        March 22, 2001 and amended from time to time

                    	
                      High
                        Cost Home Loan

                    
	
                      Nevada

                    	
                      Assembly
                        Bill No. 284, Nev. Rev. Stat §§ 598D.010 etseq.

                      Effective
                        October 1, 2003

                    	
                      Home
                        Loan

                    
	
                      New
                        Jersey

                    	
                      New
                        Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat.
§§ 46:10B-22
                        etseq.

                      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 etseq.

                      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
                        etseq.

                      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 etseq.

                      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

                    


            


            
              
                
                

              

              
                F-29

                
                  

                

              

              
                
                

              

            

             

            
              	 	 	 
	
                      State/Jurisdiction

                    	
                      Name
                        of Anti-Predatory Lending Law/Effective Date

                    	
                      Category
                        under Applicable Anti-Predatory Lending Law

                    
	
                      South
                        Carolina

                    	
                      South
                        Carolina High Cost and Consumer Home Loans Act, S.C. Code
                        Ann. §§ 37-23-10
                        etseq.

                      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 etseq.

                      Effective
                        June 5, 2002

                    	
                      West
                        Virginia Mortgage Loan Act Loan

                    


            

            



            
              
                
                

              

              
                F-30

                
                  

                

              

              
                
                

              

            


            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 etseq.

                      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
                        etseq.

                      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 etseq.

                      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
                        etseq.

                      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 etseq.

                      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
                        etseq.

                      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
                        etseq.

                      Effective
                        for loans taken on or after January 1, 2004

                    	
                      Consumer
                        Home Loan

                    


            

             

          

        

        
          
            
            

          

          
            F-31

            
              

            

          

          
            
            

          

        

         

        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

                  	 	 	 	 
	
                    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

                  	 	 	 	 	 


          

        

        

           

          
            
              
              

            

            
              G-1to
                G-20

              
                

              

            

            
              
              

            

          

        


        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-ASAP6 - 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-ASAP6

        


        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 November 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

        
           

          
            	 	
                    

                  
	 	
                    Financial
                      Markets

                    280
                      Bishopsgate

                    London
                      EC2M 4RB

                  
	 	 


          

           

          
            	
                    Memorandum

                  	
                    November
                      29, 2006

                  
	 	 
	
                    To:

                  	
                    HSBC
                      Bank USA, National Association, not in its individual capacity,
                      but

                    solely
                      as Supplemental Interest Trust Trustee for the Supplemental
                      Interest Trust
                      with respect to ACE Securities Corp. Home Equity Loan Trust,


                    Series
                      2006-ASAP6 Asset Backed Pass-Through Certificates, (“Party
                      B”)

                     

                    Wells
                      Fargo Bank, National Association

                    9062
                      Old Annapolis Road

                    Columbia,
                      Maryland 21045

                    Tel:
                      410-884-2000

                    Attn:
                      Client Manager, ACE 2006-ASAP6

                    Fax:
                      410-715-2380

                  


          

           

          
            	
                    From:

                     

                     

                     

                     

                  	
                    The
                      Royal Bank of Scotland plc (“Party
                      A”)

                    c/o
                      RBS Financial Markets

                    Level
                      7, 135 Bishopsgate

                    London
                      EC2M 3UR

                    Attn:
                      Head of Legal, Financial Markets 

                    Tel:
                      44 207 085 5000

                    Fax:
                      44 207 085 8411

                  
	 	 
	
                    Copy
                      To:

                  	
                    Greenwich
                      Capital Markets, Inc.

                    600
                      Steamboat Road

                    Greenwich,
                      CT 06830

                    Attn:
                      Legal Department - Derivatives Documentation

                    Tel.:
                      203-618-2576

                    Fax:
                      203-618-2533/34

                  
	 	 
	
                    Our
                      Reference Number:

                  	
                    D16133282

                  


          

           

          The
            purpose of this long-form confirmation (“Confirmation”)
            is to
            confirm the terms and conditions of the current Transaction entered into
            on the
            Trade Date specified below (the “Transaction”)
            between Party A and
            HSBC
            Bank USA, National Association, not individually, but solely as trustee
            (the
“Supplemental Interest Trust Trustee”) on behalf of the supplemental interest
            trust with respect to the ACE Securities Corp. Home Equity Loan Trust,
            Series
            2006-ASAP6 (the “Supplemental
            Interest Trust”)
            created under the Pooling and Servicing Agreement, dated as of November
            1, 2006,
            among Ace Securities Corp. (the “Depositor”), Ocwen Loan Servicing, LLC (the
“Servicer”), Wells Fargo Bank, National Association (the “Master Servicer” and
            the “Securities Administrator”), and the Trustee (the “Pooling
            and Servicing Agreement”).
            This
            Confirmation evidences a complete and binding agreement between you and
            us to
            enter into the Transaction on the terms set forth below and replaces
            any
            previous agreement between us with respect to the subject matter hereof.
            This
            Confirmation constitutes a “Confirmation”
            and also
            constitutes a “Schedule”
            as
            referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
            Support
            Annex to the Schedule. 


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          

            
              	
                      1.

                    	
                      This
                        Confirmation shall supplement, form a part of, and be subject
                        to an
                        agreement in the form of the ISDA Master Agreement (Multicurrency
                        - Cross
                        Border) as published and copyrighted in 1992 by the International
                        Swaps
                        and Derivatives Association, Inc. (the “ISDA
                        Master Agreement”),
                        as if Party A and Party B had executed an agreement in such
                        form on the
                        date hereof, with a Schedule as set forth in Item 3 of this
                        Confirmation,
                        and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                        Subject
                        to New York Law Only version) as published and copyrighted
                        in 1994 by the
                        International Swaps and Derivatives Association, Inc., with
                        Paragraph 13
                        thereof as set forth in Annex A hereto (the “Credit
                        Support Annex”).
                        For the avoidance of doubt, the Transaction described herein
                        shall be the
                        sole Transaction governed by such ISDA Master Agreement.
                        In the event of
                        any inconsistency among any of the following documents, the
                        relevant
                        document first listed shall govern: (i) this Confirmation,
                        exclusive of
                        the provisions set forth in Item 3 hereof and Annex A hereto;
                        (ii) the
                        provisions set forth in Item 3 hereof, which are incorporated
                        by reference
                        into the Schedule; (iii) the Credit Support Annex; (iv) the
                        Definitions;
                        and (v) the ISDA Master Agreement.

                    


            

            


            Each
              reference herein to a “Section” (unless specifically referencing the Pooling and
              Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
              a reference to a Section of the ISDA Master Agreement; each herein
              reference to
              a “Part” will be construed as a reference to the provisions herein deemed
              incorporated in a Schedule to the ISDA Master Agreement; each reference
              herein
              to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
              Support Annex.

          

           

          
            
              
              

            

            
              Page
                2 of
                27

              
                

              

            

            
              
              

            

          

           

          
            	
                    2.

                  	
                    The
                      terms of the particular Transaction to which this Confirmation
                      relates are
                      as follows:

                  
	 	 	 
	 	
                    Type
                      of Transaction:

                  	
                    Interest
                      Rate Swap

                  
	 	 	 
	 	
                    Notional
                      Amount:

                  	
                    With
                      respect to any Calculation Period, the amount set forth for
                      such period on
                      Schedule I attached hereto.

                  
	 	 	 
	 	
                    Trade
                      Date:

                  	
                    November
                      22, 2006

                  
	 	 	 
	 	
                    Effective
                      Date:

                  	
                    November
                      29, 2006

                  
	 	 	 
	 	
                    Termination
                      Date:

                  	
                    March
                      25, 2012, subject to adjustment in accordance with the 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:

                  	
                    Party
                      B

                  
	 	 	 
	 	
                    Fixed
                      Rate Payer

                  	 
	 	
                    Period
                      End Dates:

                  	
                    The
                      25th
                      calendar day of each month during the Term of this Transaction,
                      commencing
                      June 25, 2007, and ending on the Termination Date, with No
                      Adjustment.

                  
	 	 	 
	 	
                    Fixed
                      Rate Payer

                  	 
	 	
                    Payment
                      Dates:

                  	
                    Early
                      Payment shall be applicable. The Fixed Rate Payer Payment Date
                      shall be
                      one (1) Business Day prior to each Fixed Rate Payer Period
                      End
                      Date.

                  
	 	 	 
	 	
                    Fixed
                      Rate:

                  	
                    4.940%

                  
	 	 	 
	 	
                    Fixed
                      Rate Day 

                  	 
	 	
                    Count
                      Fraction:

                  	
                    30/360

                  
	 	 	 
	 	
                    Floating
                      Amounts:

                  	 
	 	 	 
	 	
                    Floating
                      Rate Payer:

                  	
                    Party
                      A

                  
	 	 	 
	 	
                    Floating
                      Rate Payer

                  	 
	 	
                    Period
                      End Dates:

                  	
                    The
                      25th
                      calendar day of each month during the Term of this Transaction,
                      commencing
                      June 25, 2007, and ending on the Termination Date.

                  
	 	 	 
	 	
                    Floating
                      Rate Payer 

                  	 
	 	
                    Payment
                      Dates:

                  	
                    Early
                      Payment shall be applicable. The Floating Rate Payer Payment
                      Dates shall
                      be one (1) Business Day prior to each Floating Rate Payer Period
                      End Date,
                      subject to adjustment in accordance with the Business Day
                      Convention.

                  
	 	 	 
	 	
                    Floating
                      Rate Option:

                  	
                    USD-LIBOR-BBA

                  
	 	
                     

                  	 
	 	
                    Floating
                      Rate Amount:

                  	
                    USD
                      242,000 shall be paid by Party A to Party B on November 29,
                      2006.

                  
	 	
                     

                  	 
	 	
                    Designated
                      Maturity:

                  	
                    One
                      month

                  
	 	 	 
	 	
                    Floating
                      Rate Day 

                  	 
	 	
                    Count
                      Fraction:

                  	
                    Actual/360

                  


          

           

           

          
            
              
              

            

            
              Page
                3 of
                27

              
                

              

            

            
              
              

            

          

           

          
            	 	 	 
	 	
                    Reset
                      Dates:

                  	
                    The
                      first day of each Calculation Period.

                  
	 	 	 
	 	
                    Business
                      Days:

                  	
                    New
                      York

                  
	 	 	 
	 	
                    Business
                      Day Convention:

                  	
                    Following

                  
	 	 	 
	 	
                    Calculation
                      Agent:

                  	
                    Party
                      A

                  


          

           

          


          
            
              
                
                

              

              
                Page
                  4 of
                  27

                
                  

                

              

              
                
                

              

            

          

           

          
            
              	
                      3.

                    	
                      Provisions
                        Deemed Incorporated in a Schedule to the ISDA Master
                        Agreement:

                    


            

            


            
              	
                      Part
                        1.

                    	
                      Termination
                        Provisions.

                    


            

            


            For
              the
              purposes of this Agreement:-

            


            
              	
                      (a)

                    	
                      “Specified
                        Entity”
                        will not apply to Party A or Party B for any purpose.
                        

                    


            

            


            
              	
                      (b)

                    	
                      “Specified
                        Transaction”
                        will not apply to Party A or Party B for any
                        purpose.

                    


            

            


            
              	
                      (c)

                    	
                      Events
                        of Default.

                    


            

            


            The
              statement below that an Event of Default will apply to a specific party
              means
              that upon the occurrence of such an Event of Default with respect to
              such party,
              the other party shall have the rights of a Non-defaulting Party under
              Section 6
              of this Agreement; conversely, the statement below that such event
              will not
              apply to a specific party means that the other party shall not have
              such
              rights.

            


            
              	 	
                      (i)

                    	
                      The
                        “Failure
                        to Pay or Deliver”
                        provisions of Section 5(a)(i) will apply to Party A and will
                        apply to
                        Party B; provided, however, that Section 5(a)(i) is hereby
                        amended by
                        replacing the word “third” with the word “first”; provided, further, that
                        notwithstanding anything to the contrary in Section 5(a)(i),
                        any failure
                        by Party A to comply with or perform any obligation to be
                        complied with or
                        performed by Party A under the Credit Support Annex shall
                        not constitute
                        an Event of Default under Section 5(a)(i) unless (A) a Required
                        Ratings
                        Downgrade Event has occurred and been continuing for 30 or
                        more Local
                        Business Days and (B) such failure is not remedied on or
                        before the third
                        Local Business Day after notice of such failure is given
                        to Party
                        A.

                    


            

            


            
              	 	
                      (ii)

                    	
                      The
                        “Breach
                        of Agreement”
                        provisions of Section 5(a)(ii) will apply to Party A and
                        will not apply to
                        Party B.

                    


            

            


            
              	 	
                      (iii)

                    	
                      The
                        “Credit
                        Support Default”
                        provisions of Section 5(a)(iii) will apply to Party A and
                        will not apply
                        to Party B except that Section 5(a)(iii)(1) will apply to
                        Party B solely
                        in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                        Support Annex; provided, however, that notwithstanding anything
                        to the
                        contrary in Section 5(a)(iii)(1), any failure by Party A
                        to comply with or
                        perform any obligation to be complied with or performed by
                        Party A under
                        the Credit Support Annex shall not constitute an Event of
                        Default under
                        Section 5(a)(iii) unless (A) a Required Ratings Downgrade
                        Event has
                        occurred and been continuing for 30 or more Local Business
                        Days and (B)
                        such failure is not remedied on or before the third Local
                        Business Day
                        after notice of such failure is given to Party
                        A.

                    


            

            


            
              	 	
                      (iv)

                    	
                      The
                        “Misrepresentation”
                        provisions of Section 5(a)(iv) will apply to Party A and
                        will not apply to
                        Party B. 

                    


            

            


            
              	 	
                      (v)

                    	
                      The
                        “Default
                        under Specified Transaction”
                        provisions of Section 5(a)(v) will apply to Party A and will
                        not apply to
                        Party B.

                    


            

            


            
              	 	
                      (vi)

                    	
                      The
                        “Cross
                        Default”
                        provisions of Section 5(a)(vi) will apply to Party A and
                        will not apply to
                        Party B. For purposes of Section 5(a)(vi), solely with respect
                        to Party
                        A:

                    


            

            


            “Specified
              Indebtedness” will have the meaning specified in Section 14, except that such
              term shall not include obligations in respect of deposits received
              in the
              ordinary course of Party A’s banking business.

            


            “Threshold
              Amount” means with respect to Party A an amount equal to three percent (3%)
              of
              the shareholders’ equity of Party A or, if applicable, the Eligible Guarantor,
              in either case as shown in the most recent audited financial statements
              of such
              entity. 

            


            
              	 	
                      (vii)

                    	
                      The
                        “Bankruptcy”
                        provisions of Section 5(a)(vii) will apply to Party A and
                        will apply to
                        Party B except that the provisions of Section 5(a)(vii)(2),
                        (6) (to the
                        extent that such provisions refer to any appointment contemplated
                        or
                        effected by the Pooling and Servicing Agreement or any appointment
                        to
                        which Party B has not become subject), (7) and (9) will not
                        apply to Party
                        B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                        is
                        hereby amended by adding after the words “against it” the words
                        “(excluding any proceeding or petition instituted or presented
                        by Party A
                        or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                        deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                        (4) as amended, (5), (6) as amended, or (7)”. For purposes of Section
                        5(a)(vii)(6), the only relevant appointments are the appointments
                        of (i)
                        HSBC Bank USA, National Association, as the Trustee to the
                        Trust and as
                        the Trustee to the Supplemental Interest Trust, (ii) Wells
                        Fargo Bank,
                        National Association, as Securities Administrator, and (iii)
                        any successor
                        to HSBC Bank USA, National Association as the Trustee to
                        the Trust or as
                        the Trustee to the Supplemental Interest Trust or any successor
                        to Wells
                        Fargo Bank, National Association, as Securities
                        Administrator.

                    


            

          

           

          
            
              
                
                

              

              
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                      (viii)

                    	
                      The
                        “Merger
                        Without Assumption”
                        provisions of Section 5(a)(viii) will apply to Party A and
                        will apply to
                        Party B.

                    


            

            


            
              	
                      (d)

                    	
                      Termination
                        Events.

                    


            

            


            The
              statement below that a Termination Event will apply to a specific party
              means
              that upon the occurrence of such a Termination Event, if such specific
              party is
              the Affected Party with respect to a Tax Event, the Burdened Party
              with respect
              to a Tax Event Upon Merger (except as noted below) or the non-Affected
              Party
              with respect to a Credit Event Upon Merger, as the case may be, such
              specific
              party shall have the right to designate an Early Termination Date in
              accordance
              with Section 6 of this Agreement; conversely, the statement below that
              such an
              event will not apply to a specific party means that such party shall
              not have
              such right; provided, however, with respect to “Illegality” the statement that
              such event will apply to a specific party means that upon the occurrence
              of such
              a Termination Event with respect to such party, either party shall
              have the
              right to designate an Early Termination Date in accordance with Section
              6 of
              this Agreement.

             

            
              	 	(i)	The “Illegality”
                      provisions of Section 5(b)(i) will apply to Party A and will
                      apply to
                      Party B.


              	 	 	 


              	 	
                      (ii)

                    	
                      The
                        “Tax
                        Event”
                        provisions of Section 5(b)(ii) will apply to Party A except
                        that, for
                        purposes of the application of Section 5(b)(ii) to Party
                        A, Section
                        5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                        a taxing authority, or brought in a court of competent jurisdiction,
                        on or
                        after the date on which a Transaction is entered into (regardless
                        of
                        whether such action is taken or brought with respect to a
                        party to this
                        Agreement) or (y)”, and the “Tax
                        Event”
                        provisions of Section 5(b)(ii) will apply to Party
                        B.

                    


            

            


            
              	 	
                      (iii)

                    	
                      The
                        “Tax
                        Event Upon Merger”
                        provisions of Section 5(b)(iii) will apply to Party A and
                        will apply to
                        Party B, provided that Party A shall not be entitled to designate
                        an Early
                        Termination Date by reason of a Tax Event upon Merger in
                        respect of which
                        it is the Affected Party.

                    


            

            


            
              	 	
                      (iv)

                    	
                      The
                        “Credit
                        Event Upon Merger”
                        provisions of Section 5(b)(iv) will not apply to Party A
                        and will not
                        apply to Party B.

                    


            

            


            
              	
                      (e)

                    	
                      The
                        “Automatic
                        Early Termination”
                        provision of Section 6(a) will not apply to Party A and will
                        not apply to
                        Party B.

                    


            

            


            
              	
                      (f)

                    	
                       Payments
                        on Early Termination.
                        For the purpose of Section 6(e) of this
                        Agreement:

                    


            

            


            
              	 	
                      (i)

                    	
                      Market
                        Quotation will apply, provided, however, that, in the event
                        of a
                        Derivative Provider Trigger Event, the following provisions
                        will
                        apply:

                    


            

          

          


          
            
              
                
                

              

              
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                      (A)
                        

                    	
                      The
                        definition of Market Quotation in Section 14 shall be deleted
                        in its
                        entirety and replaced with the
                        following:

                    


            

            


            “Market
              Quotation” means,
              with respect to one or more Terminated Transactions, a Firm Offer which
              is (1)
              made by a Reference Market-maker that is an Eligible Replacement, (2)
              for an
              amount that would be paid to Party B (expressed as a negative number)
              or by
              Party B (expressed as a positive number) in consideration of an agreement
              between Party B and such Reference Market-maker to enter into a Replacement
              Transaction, and (3) made on the basis that Unpaid Amounts in respect
              of the
              Terminated Transaction or group of Transactions are to be excluded
              but, without
              limitation, any payment or delivery that would, but for the relevant
              Early
              Termination Date, have been required (assuming satisfaction of each
              applicable
              condition precedent) after that Early Termination Date is to be included.
              The
              party making the determination (or its agent) will request each Reference
              Market-maker to provide its quotation to the extent reasonably practicable
              as of
              the same day and time (without regard to different time zones) on or
              as soon as
              reasonably practicable before the Latest Settlement Amount Determination
              Day.
              The day and time as of which those quotations are to be obtained will
              be
              selected in good faith by the party obliged to make a determination
              under
              Section 6(e), and, if each party is so obliged, after consultation
              with the
              other.  

            


            
              	 	
                      (B)

                    	
                      The
                        definition of Settlement Amount shall be deleted in its entirety
                        and
                        replaced with the following:

                    


            

            


            “Settlement
              Amount”
              means,
              with respect to any Early Termination Date, an amount (as determined
              by Party B)
              equal to: 

            


            
              	 	
                      (a)

                    	
                      If
                        a Market Quotation for the relevant Terminated Transaction
                        or group of
                        Terminated Transactions is accepted by Party B so as to become
                        legally
                        binding on or before the day falling ten Local Business Days
                        after the day
                        on which the Early Termination Date is designated, or such
                        later day as
                        Party B may specify in writing to Party A, but in either
                        case no later
                        than one Local Business Day prior to the Early Termination
                        Date (such day,
                        the “Latest Settlement Amount Determination Day”), the Termination
                        Currency Equivalent of the amount (whether positive or negative)
                        of such
                        Market Quotation; 

                    


            

            


            
              	 	
                      (b)

                    	
                      If,
                        on the Latest Settlement Amount Determination Day, no Market
                        Quotation for
                        the relevant Terminated Transaction or group of Terminated
                        Transactions
                        has been accepted by Party B so as to become legally binding
                        and one or
                        more Market Quotations from
                        Approved Replacements have
                        been made and remain capable of becoming legally binding
                        upon acceptance,
                        the Settlement Amount shall equal the Termination Currency
                        Equivalent of
                        the amount (whether positive or negative) of the lowest of
                        such Market
                        Quotations (for the avoidance of doubt, the lowest of such
                        Market
                        Quotations shall be the lowest Market Quotation of
                        such Market Quotations
                        expressed as a positive number or, if any of such Market
                        Quotations is
                        expressed as a negative number, the Market Quotation expressed
                        as a
                        negative number with the largest absolute value);
                        or

                    


            

            


            
              	 	
                      (c)

                    	
                      If,
                        on the Latest Settlement Amount Determination Day, no Market
                        Quotation for
                        the relevant Terminated Transaction or group of Terminated
                        Transactions is
                        accepted by Party B so as to become legally binding and no
                        Market
                        Quotation from an Approved Replacement remains capable of
                        becoming legally
                        binding upon acceptance, the Settlement Amount shall equal
                        Party B’s Loss
                        (whether positive or negative and without reference to any
                        Unpaid Amounts)
                        for the relevant Terminated Transaction or group of Terminated
                        Transactions.

                    


            

            


            
              	 	
                      (C)

                    	
                      If
                        Party B requests Party A in writing to obtain Market Quotations,
                        Party A
                        shall use its reasonable efforts to do so before the Latest
                        Settlement
                        Amount Determination Day.

                    


            

          

          


          
            
              
                
                

              

              
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                      (D)

                    	
                      If
                        the Settlement Amount is a negative number, Section 6(e)(i)(3)
                        shall be
                        deleted in its entirety and replaced with the
                        following:

                    


            

            


            “(3)
              Second
              Method and Market Quotation.
              If the
              Second Method and Market Quotation apply, (I) Party B shall pay to
              Party A an
              amount equal to the absolute value of the Settlement Amount in respect
              of the
              Terminated Transactions, (II) Party B shall pay to Party A the Termination
              Currency Equivalent of the Unpaid Amounts owing to Party A and (III)
              Party A
              shall pay to Party B the Termination Currency Equivalent of the Unpaid
              Amounts
              owing to Party B; provided, however, that (x) the amounts payable under
              the
              immediately preceding clauses (II) and (III) shall be subject to netting
              in
              accordance with Section 2(c) of this Agreement and (y) notwithstanding
              any other
              provision of this Agreement, any amount payable by Party A under the
              immediately
              preceding clause (III) shall not be netted-off against any amount payable
              by
              Party B under the immediately preceding clause (I).”

             

            
              	 	
                      (E)

                    	
                      At
                        any time on or before the Latest Settlement Amount Determination
                        Day at
                        which two or more Market Quotations from Approved Replacements
                        remain
                        capable of becoming legally binding upon acceptance, Party
                        B shall be
                        entitled to accept only the lowest of such Market Quotations
                        (for the
                        avoidance of doubt, the lowest of such Market Quotations
                        shall be the
                        lowest Market Quotation of such Market Quotations expressed
                        as a positive
                        number or, if any of such Market Quotations is expressed
                        as a negative
                        number, the Market Quotation expressed as a negative number
                        with the
                        largest absolute value).

                    


            

            


            
              	 	
                      (ii)

                    	
                      The
                        Second Method will apply.

                    


            

            


            
              	
                      (g)

                    	
                      “Termination
                        Currency”
                        means USD.

                    


            

            


            
              	
                      (h)
                        

                    	
                      Additional
                        Termination Events.
                        Additional Termination Events will apply as provided in Part
                        5(c).
                        

                    


            



          


          
            
              
                
                

              

              
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            Part
              2.  Tax
              Matters.

            


            
              	
                      (a)

                    	
                      Tax
                        Representations. 

                    


            

            


            
              	 	
                      (i)

                    	
                      Payer
                        Representations.
                        For the purpose of Section 3(e) of this Agreement:
                        

                    


            

             

            
              	 	
                      (A)

                    	
                      Party
                        A makes the following
                        representation(s):

                    


            

            


            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 this Agreement)
              to be made
              by it to the other party under this Agreement. In making this representation,
              it
              may rely on: the accuracy of any representations made by the other
              party
              pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of
              the
              agreement contained in Section 4(a)(i) or 4(a)(iii) of this 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 this Agreement; and (iii) the satisfaction
              of
              the agreement of the other party contained in Section 4(d) of this
              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 to its legal
              or
              commercial position.

            
              	 	 	 


            

            
              	 	
                      (B)

                    	
                      Party
                        B makes the following
                        representation(s):

                    


            

            


            None.

            


            
              	 	
                      (ii)
                        

                    	
                      Payee
                        Representations.
                        For the purpose of Section 3(f) of this Agreement:
                        

                    


            

             

            
              	 	
                      (A)

                    	
                      Party
                        A makes the following
                        representation(s):

                    


            

            


            
              	 	
                      (i)

                    	
                      Party
                        A is a tax resident of the United
                        Kingdom;

                    


            

             

            
              	 	
                      (ii)

                    	
                      Party
                        A 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 Party A provides
                        written notice
                        to Party B that it is no longer a foreign person;
                        

                    


            

             

            
              	 	
                      (iii)

                    	
                      in
                        respect of each Transaction Party A enters into through an
                        office or
                        discretionary agent in the United States or which otherwise
                        is allocated
                        (in whole or part) for United States federal income tax purposes
                        to such
                        United States trade or business, each payment received or
                        to be received
                        by Party A under such Transaction (or portion thereof, if
                        applicable) will
                        be effectively connected with its conduct of a trade or business
                        in the
                        United States; and

                    


            

             

            
              	 	
                      (iv)

                    	
                      in
                        respect of all other Transactions or portions thereof, no
                        such payment
                        received or to be received by Party A in connection with
                        this Agreement is
                        attributable to a trade or business carried on by it through
                        a permanent
                        establishment in the United States.

                    


            

            
              	 	 	 


            

            
              	 	
                      (B)

                    	
                      Party
                        B makes the following
                        representation(s):

                    


            

            


            None. 

            


            
              	
                      (b)

                    	
                      Tax
                        Provisions.

                    


            

          

           

          
            
              
                
                

              

              
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                    (i)

                  	
                    Gross
                      Up.
                      Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                      2(d)(ii)
                      shall not apply to Party B as Y, in each case such that Party
                      B shall not
                      be required to pay any additional amounts referred to
                      therein.

                  


          

          


          
            	 	
                    (ii)

                  	
                    Indemnifiable
                      Tax.
                      The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                      entirety and replaced with the
                      following:

                  


          

          


          “Indemnifiable
            Tax”
            means,
            in relation to payments by Party A, any Tax and, in relation to payments
            by
            Party B, no Tax. 

          


          
            
              
                
                

              

              
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          Part
            3.  Agreement
            to Deliver Documents.  

          


          (a)   For
            the
            purpose of Section 4(a)(i), tax forms, documents, or certificates to
            be
            delivered are:

          


          
            	
                    Party
                      required to

                    deliver
                      document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which to

                    be
                      delivered

                  
	 	 	 
	
                    Party
                      A

                  	
                    A
                      correct, complete and duly executed U.S. Internal Revenue Service
                      Form
                      (such as a W-8BEN, W-8ECI, W-9 or other applicable form) (or
                      successor
                      thereto), together with appropriate attachments, that eliminates
                      U.S.
                      federal withholding and backup withholding Tax on payments
                      to Party A
                      under this Agreement.

                  	
                    Upon
                      the execution and delivery of this Agreement and upon reasonable
                      request.

                  
	 	 	 
	
                    Party
                      B

                  	
                    Any
                      form or document required or reasonably requested to allow
                      the other party
                      to make payments to Party B under the Agreement without any
                      deduction or
                      withholding for or on account of any Tax, or with such deduction
                      or
                      withholding at a reduced rate, which may include tax forms
                      relating to the
                      beneficial owner of payments to Party B under the Agreement
                      from time to
                      time.

                  	
                    Upon
                      the execution and delivery of this Agreement and at any time
                      that the last
                      such document delivered becomes incorrect or
                      out-of-date.

                  


          

          


          


          


          
            
              
                
                

              

              
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          (b)  For
            the
            purpose of Section 4(a)(ii), 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

                  
	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	
                    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 the Agreement, this 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 the Agreement, this Confirmation and any Credit Support
                      Document, as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	
                    A
                      certificate of an authorized officer of the party, as to the
                      incumbency
                      and authority of the respective officers of the party signing
                      the
                      Agreement, this Confirmation, and any relevant Credit Support
                      Document, as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    Annual
                      Report of Party A containing consolidated financial statements
                      certified
                      by independent certified public accountants and prepared in
                      accordance
                      with generally accepted accounting principles in the country
                      in which
                      Party A is organized

                  	
                    Promptly
                      upon becoming publicly available if not available on Party
                      A’s
                      website.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    Interim
                      Financial Statements of Party A containing unaudited, consolidated
                      financial statements of Party A’s reporting period prepared in accordance
                      with generally accepted accounting principles in the country
                      in which
                      Party A is organized

                  	
                    Promptly
                      upon becoming publicly available if not available on Party
                      A’s
                      website.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A and Party B

                  	
                    Opinion(s)
                      of counsel satisfactory to the other party.

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    No

                  


          

          

            Part
              4. Miscellaneous. 

            


            
              	
                      (a)

                    	
                      Address
                        for Notices:
                        For the purposes of Section 12(a) of this
                        Agreement:

                    


            

            


            Address
              for notices or communications to Party A and Party B shall be those
              set forth on
              the first page of the Confirmation :

            



            
              
                
                

              

              
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                      (b)

                    	
                      Process
                        Agent.
                        For the purpose of Section 13(c):

                    


            

            


            Party
              A
              appoints as its Process Agent: Not applicable.

            


            Party
              B
              appoints as its Process Agent: Not applicable.

            


            
              	
                      (c)

                    	
                      Offices.
                        The provisions of Section 10(a) will apply to this
                        Agreement.

                    


            

            


            
              	
                      (d)

                    	
                      Multibranch
                        Party.
                        For the purpose of Section 10(c) of this
                        Agreement:

                    


            

            


            Party
              A
              is not a Multibranch Party.

            


            
              	 	
                      Party
                        B is not a Multibranch Party.

                    


            

            


            
              	
                      (e)

                    	
                      Calculation
                        Agent.
                        The Calculation Agent is Party A.

                    


            

            


            
              	
                      (f)

                    	
                      Credit
                        Support Document. 

                    


            

             

            
              	 	
                      Party
                        A:

                    	
                      The
                        Credit Support Annex, and any guarantee in support of Party
                        A’s
                        obligations under this Agreement.

                    


            

            


            
              	 	
                      Party
                        B:

                    	
                      The
                        Credit Support Annex, solely in respect of Party B’s obligations under
                        Paragraph 3(b) of the Credit Support
                        Annex.

                    


            

            


            
              	
                      (g)

                    	
                      Credit
                        Support Provider.

                    


            

            


            
              	 	
                      Party
                        A:

                    	
                      The
                        guarantor under any guarantee in support of Party A’s obligations under
                        this Agreement.

                    


            

            


            
              	 	
                      Party
                        B:

                    	
                      None.

                    


            

            


            
              	
                      (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
                        the conflict of law provisions thereof other than New York
                        General
                        Obligations Law Sections 5-1401 and 5-1402.


                    


            

            


            
              	
                      (i)

                    	
                      Netting
                        of Payments.
                        The parties agree that subparagraph (ii) of Section 2(c)
                        will apply to
                        each Transaction hereunder. 

                    


            

            


            
              	
                      (j)

                    	
                      Affiliate.“Affiliate”
                        shall have the meaning assigned thereto in Section 14; provided,
                        however,
                        that Party B shall be deemed to have no Affiliates for purposes
                        of this
                        Agreement, including for purposes of Section
                        6(b)(ii).

                    


            

          

          


          
            
              
                
                

              

              
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          Part
            5.  Others
            Provisions.

          


          (a)   Definitions.
            Unless
            otherwise specified in a Confirmation, this Agreement and each Transaction
            under
            this Agreement are subject to the 2000 ISDA Definitions as published
            and
            copyrighted in 2000 by the International Swaps and Derivatives Association,
            Inc.
            (the “Definitions”),
            and
            will be governed in all relevant respects by the provisions set forth
            in the
            Definitions, without regard to any amendment to the Definitions subsequent
            to
            the date hereof. The provisions of the Definitions are hereby incorporated
            by
            reference in and shall be deemed a part of this Agreement, except that
            (i)
            references in the Definitions to a “Swap Transaction” shall be deemed references
            to a “Transaction” for purposes of this Agreement, and (ii) references to a
“Transaction” in this Agreement shall be deemed references to a “Swap
            Transaction” for purposes of the Definitions. Each term capitalized but not
            defined in this Agreement shall have the meaning assigned thereto in
            the Pooling
            and Servicing Agreement.

           

          (b)    Amendments
            to ISDA Master Agreement.

          


          
            	 	
                    (i)

                  	
                    Single
                      Agreement.
                      Section 1(c) is hereby amended by the adding the words “including, for the
                      avoidance of doubt, the Credit Support Annex” after the words “Master
                      Agreement”. 

                  


          

          


          
            	 	
                    (ii)

                  	
                    [Reserved.]

                  


          

          


          
            	 	
                    (iii)

                  	
                    Change
                      of Account.
                      Section 2(b) is hereby amended by the addition of the following
                      after the
                      word “delivery” in the first line
                      thereof:

                  


          

           

          “to
            another account in the same legal and tax jurisdiction as the original
            account”.

          


          
            	 	
                    (iv)

                  	
                    Representations.
                      Section 3 is hereby amended by adding at the end thereof the
                      following
                      subsection (g): 

                  


          

          


          
            	 	
                    “(g)

                  	
                    Relationship
                      Between Parties. 

                  


          

          


          
            	 	
                    (1)

                  	
                    Nonreliance.
                      (i) 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 and (ii) it has consulted with
                      its own legal,
                      regulatory, tax, business, investment, financial and accounting
                      advisors
                      to the extent it has deemed necessary, and it has made its
                      own investment,
                      hedging and trading decisions based upon its own judgment and
                      upon any
                      advice from such advisors as it has deemed necessary and not
                      upon any view
                      expressed by the other party.

                  


          

           

          
            	 	
                    (2)

                  	
                    Evaluation
                      and Understanding. (i) It has the capacity to evaluate (internally
                      or
                      through independent professional advice) the Transaction and
                      has made its
                      own decision subject to Section 6(n) of this Agreement to enter
                      into the
                      Transaction and (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.
                      

                  


          

          


          
            	 	
                    (3)

                  	
                    Purpose.
                      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.


                  


          

          


          
            	 	
                    (5)

                  	
                    Eligible
                      Contract Participant. It is an “eligible contract participant” as defined
                      in Section 1(a)(12) of the Commodity Exchange Act, as
                      amended.”

                  


          

          


          
            	 	
                    (v)

                  	
                    Transfer
                      to Avoid Termination Event.
                      Section 6(b)(ii) is hereby amended by (i) deleting the words
“or if a Tax
                      Event Upon Merger occurs and the Burdened Party is the Affected
                      Party,”
                      and (ii) by deleting the words “to transfer” and inserting the words “to
                      effect a Permitted Transfer” in lieu
                      thereof.

                  


          

          


          


          
            
              
                
                

              

              
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                    (vi)

                  	
                    Jurisdiction.
                      Section
                      13(b) is hereby amended by: (i) deleting in the second line
                      of
                      subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                      end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                      deleting the final paragraph
                      thereof.

                  


          

          


          
            	 	
                    (vii)

                  	
                    Local
                      Business Day.
                      The definition of Local Business Day in Section 14 is hereby
                      amended by
                      the addition of the words “or any Credit Support Document” after “Section
                      2(a)(i)” and the addition of the words “or Credit Support Document” after
                      “Confirmation”. 

                  


          

          


          
            	
                    (c)

                  	
                    Additional
                      Termination Events.
                      The following Additional Termination Events will
                      apply:

                  


          

          


          
            	 	
                    (i)

                  	
                    First
                      Rating Trigger Collateral.
                      If
                      (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                      occurred and been continuing for 30 or more Local Business
                      Days and (B)
                      Party
                      A has failed to comply with or perform any obligation to be
                      complied with
                      or performed by Party A in accordance with the Credit Support
                      Annex, then
                      an Additional Termination Event shall have occurred with respect
                      to Party
                      A and Party A shall be the sole Affected Party with respect
                      to such
                      Additional Termination Event. 

                  


          

          


          
            	 	
                    (ii)

                  	
                    Second
                      Rating Trigger Replacement.
                      If
                      (A) a Required Ratings Downgrade Event has occurred and been
                      continuing
                      for 30 or more Local Business Days and (B) (i) at least one
                      Eligible
                      Replacement has made a Firm Offer to be the transferee of all
                      of Party A’s
                      rights and obligations under this Agreement (and such Firm
                      Offer remains
                      an offer that will become legally binding upon such Eligible
                      Replacement
                      upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                      has made
                      a Firm Offer to provide an Eligible Guarantee (and such Firm
                      Offer remains
                      an offer that will become legally binding upon such Eligible
                      Guarantor
                      immediately upon acceptance by the offeree), then an Additional
                      Termination Event shall have occurred with respect to Party
                      A and Party A
                      shall be the sole Affected Party with respect to such Additional
                      Termination Event. 

                  


          

          


          
            	 	
                    (iii)

                  	
                    Amendment
                      of Pooling and Servicing Agreement.
                      If, without the prior written consent of Party A where such
                      consent is
                      required under the Pooling and Servicing Agreement (such consent
                      not to be
                      unreasonably withheld), an amendment is made to the Pooling
                      and Servicing
                      Agreement which amendment could reasonably be expected to have
                      a material
                      adverse effect on the interests of Party A (excluding, for
                      the avoidance
                      of doubt, any amendment to the Pooling and Servicing Agreement
                      that is
                      entered into solely for the purpose of appointing a successor
                      servicer,
                      master servicer, securities administrator, trustee or other
                      service
                      provider) under this Agreement, an Additional Termination Event
                      shall have
                      occurred with respect to Party B and Party B shall be the sole
                      Affected
                      Party with respect to such Additional Termination Event.
                      

                  


          

          


          
            	 	
                    (iv)

                  	
                    Swap
                      Disclosure Event.
                      If, upon the occurrence of a Swap Disclosure Event (as defined
                      in Part
                      5(e) below) Party A has not, within 10 days after such Swap
                      Disclosure
                      Event complied with any of the provisions set forth in Part
                      5(e)(iii)
                      below, then an Additional Termination Event shall have occurred
                      with
                      respect to Party A and Party A shall be the sole Affected Party
                      with
                      respect to such Additional Termination
                      Event.

                  


          

           

          
            	 	
                    (v)

                  	
                    Optional
                      Termination of Securitization.
                      An
                      Additional Termination Event shall occur upon the notice to
                      Certificateholders of an Optional Termination becoming unrescindable
                      in
                      accordance with Article X of the Pooling and Servicing Agreement
                      (such
                      notice, the “Optional
                      Termination Notice”).
                      With respect to such Additional Termination Event: (A) Party
                      B shall be
                      the sole Affected Party; (B) notwithstanding anything to the
                      contrary in
                      Section 6(b)(iv) or Section 6(c)(i), the final Distribution
                      Date specified
                      in the Optional Termination Notice is hereby designated as
                      the Early
                      Termination Date for this Additional Termination Event in respect
                      of all
                      Affected Transactions; (C) Section 2(a)(iii)(2) shall not be
                      applicable to
                      any Affected Transaction in
                      connection with the Early Termination Date resulting from this
                      Additional
                      Termination Event; notwithstanding anything to the contrary
                      in Section
                      6(c)(ii), payments and deliveries under Section 2(a)(i) or
                      Section 2(e) in
                      respect of the Terminated Transactions resulting from this
                      Additional
                      Termination Event will be required to be made through and including
                      the
                      Early Termination Date designated
                      as a result of this Additional Termination Event; provided,
                      for the
                      avoidance of doubt, that any such payments or deliveries that
                      are made on
                      or prior to such Early Termination Date will not be treated
                      as Unpaid
                      Amounts in determining the amount payable in respect of such
                      Early
                      Termination Date; (D) notwithstanding anything to the contrary
                      in Section
                      6(d)(i), (I) if, no later than 4:00 pm New York City time on
                      the day that
                      is four Business Days prior to the final Distribution Date
                      specified in
                      the Optional Termination Notice, the Securities Administrator
                      requests the
                      amount of the Estimated Swap Termination Payment, Party A shall
                      provide to
                      the Securities Administrator in writing (which may be done
                      in electronic
                      format) the amount of the Estimated Swap Termination Payment
                      no later than
                      2:00 pm New York City time on the following Business Day and
                      (II) if the
                      Securities Administrator provides written notice (which may
                      be done in
                      electronic format) to Party A no later than two Business Days
                      prior to the
                      final Distribution Date specified in the Optional Termination
                      Notice that
                      all requirements of the Optional Termination have been met,
                      then Party A
                      shall, no later than one Business Day prior to the final Distribution
                      Date
                      specified in the Optional Termination Notice, make the calculations
                      contemplated by Section 6(e) of the ISDA Master Agreement (as
                      amended
                      herein) and provide to the Securities Administrator in writing
                      (which may
                      be done in electronic format) the amount payable by either
                      Party B or
                      Party A in respect of the related Early Termination Date in
                      connection with this Additional Termination Event; provided,
                      however, that
                      the amount payable by Party B, if any, in respect of the related
                      Early
                      Termination Date shall be the lesser of (x) the amount calculated
                      to be
                      due from Party B pursuant to Section 6(e) and (y) the Estimated
                      Swap
                      Termination Payment; and (E) notwithstanding anything to the
                      contrary in
                      this Agreement, any amount due from Party B to Party A in respect
                      of this
                      Additional Termination Event will be payable on the final Distribution
                      Date specified in the Optional Termination Notice and any amount
                      due from
                      Party A to Party B in respect of this Additional Termination
                      Event will be
                      payable one Business Day prior to the final Distribution Date
                      specified in
                      the Optional Termination Notice. 

                  


          

          


          


          
            
              
                
                

              

              
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          The
            Securities Administrator shall be an express third party beneficiary
            of this
            Agreement as if a party hereto to the extent of the Securities Administrator’s
            rights specified herein. 

          

            
              	
                      (d)

                    	
                      Compliance
                        with Regulation AB. 

                    


            

            


            
              	 	
                      (i)

                    	
                      Party
                        A 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
                        Party A or its group of affiliated entities, if applicable,
                        depending on
                        the aggregate “significant percentage” of this Agreement and any other
                        derivative contracts between Party A 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 Party
                        A 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, Party A, 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 Party A or any entity
                        that
                        consolidates Party A within five days of the release of any
                        such updated
                        Swap Financial Disclosure; (2) secure another entity to replace
                        Party A 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 complies with the requirements of Item 1115
                        of Regulation AB,
                        including providing the information contemplated by Part
                        5(e)(iii)(1)
                        above, or (3) obtain a guaranty of the Party A’s obligations under this
                        Agreement from an affiliate of the Party A, subject to the
                        Rating Agency
                        Condition, that complies with the financial information disclosure
                        requirements of Item 1115 of Regulation AB, including providing
                        the
                        information contemplated by Part 5(e)(iii)(1) above, such
                        that disclosure
                        provided in respect of the affiliate will satisfy any disclosure
                        requirements applicable to Party A, 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.

                    


            

            



            
              
                
                

              

              
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                      (iv)

                    	
                      Party
                        A and the primary obligor under any Credit Support Document
                        agree that, in
                        the event that Party A provides Swap Financial Disclosure
                        to ACE in
                        accordance with Part 5(e)(iii)(1)(a) or causes its affiliate
                        to provide
                        Swap Financial Disclosure to ACE in accordance with Part
                        5(e)(iii)(1)(c),
                        Party A 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-ASAP6, required to be stated therein or necessary
                        to make the
                        statements therein, in light of the circumstances under which
                        they were
                        made, not misleading.

                    


            

            


            
              	 	
                      (v)
                        

                    	
                      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.

                    


            

            


            
              	
                      (e)

                    	
                      Required
                        Ratings Downgrade Event.
                        In
                        the event that no Relevant Entity has credit ratings at least
                        equal to the
                        Required Ratings Threshold (such event, a “Required
                        Ratings Downgrade Event”),
                        then Party A shall, as soon as reasonably practicable and
                        so long as a
                        Required Ratings Downgrade Event is in effect, at its own
                        expense, using
                        commercially reasonable efforts, procure either (A) a Permitted
                        Transfer
                        or (B) an Eligible Guarantee from an Eligible Guarantor.
                        

                    


            

            


            
              	
                      (f)
                        

                    	
                      Transfers. 

                    


            

            


            (i)    Section
              7
              is hereby amended to read in its entirety as follows:

             

            “Subject
              to Section 6(b)(ii), Part 5(d) and Part 5(e), neither Party A nor Party
              B is
              permitted to assign, novate or transfer (whether by way of security
              or
              otherwise) as a whole or in part any of its rights, obligations or
              interests
              under the Agreement or any Transaction unless (a) they have secured
              the prior
              written consent of the other party and (b) the Rating Agency Condition
              has been
              satisfied with respect to S&P.”

             

            
              	 	
                      (ii)

                    	
                      If
                        an Eligible Replacement has made a Firm Offer (which remains
                        an offer that
                        will become legally binding upon acceptance by Party B) to
                        be the
                        transferee pursuant to a Permitted Transfer, Party B shall,
                        at Party A’s
                        written request and at Party A’s expense, take any reasonable steps
                        required to be taken by Party B to effect such transfer.
                        

                    


            

             

            
              	
                      (g)

                    	
                      Non-Recourse.
                        Party A acknowledges and agree that, notwithstanding any
                        provision in this
                        Agreement to the contrary, the obligations of Party B hereunder
                        are
                        limited recourse obligations of Party B, payable solely from
                        the
                        Supplemental Interest Trust and the proceeds thereof, in
                        accordance with
                        the priority of payments and other terms of the Pooling and
                        Servicing
                        Agreement and that Party A will not have any recourse to
                        any of the
                        directors, officers, employees, shareholders or affiliates
                        of the Party B
                        with respect to any claims, losses, damages, liabilities,
                        indemnities or
                        other obligations in connection with any transactions contemplated
                        hereby.
                        In the event that the Supplemental Interest Trust and the
                        proceeds
                        thereof, funded in accordance with the priority of payments
                        and other
                        terms of the Pooling and Servicing Agreement, should be insufficient
                        to
                        satisfy all claims outstanding and following the realization
                        of the
                        account held by the Supplemental Interest Trust and the proceeds
                        thereof,
                        any claims against or obligations of Party B under the ISDA
                        Master
                        Agreement or any other confirmation thereunder still outstanding
                        shall be
                        extinguished and thereafter not revive. The Supplemental
                        Interest Trust
                        Trustee shall not have liability for any failure or delay
                        in making a
                        payment hereunder to Party A due to any failure or delay
                        in receiving
                        amounts in the account held by the Supplemental Interest
                        Trust from the
                        Trust created pursuant to the Pooling and Servicing Agreement.
                        This
                        provision will survive the termination of this
                        Agreement.

                    


            

            


            
              	
                      (h)

                    	
                      Timing
                        of Payments
                        by Party B upon Early Termination.
                        Notwithstanding anything to the contrary in Section 6(d)(ii),
                        to the
                        extent that all or a portion (in either case, the “Unfunded Amount”) of
                        any amount that is calculated as being due in respect of
                        any Early
                        Termination Date under Section 6(e) from Party B to Party
                        A will be paid
                        by Party B from amounts other than any upfront payment paid
                        to Party B by
                        an Eligible Replacement that has entered a Replacement Transaction
                        with
                        Party B, then such Unfunded Amount shall be due on the next
                        subsequent
                        Distribution Date following the date on which the payment
                        would have been
                        payable as determined in accordance with Section 6(d)(ii),
                        and on any
                        subsequent Distribution Dates until paid in full (or if such
                        Early
                        Termination Date is the final Distribution Date, on such
                        final
                        Distribution Date); provided, however, that if the date on
                        which the
                        payment would have been payable as determined in accordance
                        with Section
                        6(d)(ii) is a Distribution Date, such payment will be payable
                        on such
                        Distribution Date.

                    


            


            
              
                
                

              

              
                Page
                  17 of
                  27

                
                  

                

              

              
                
                

              

            


            


            
              	
                      (i)

                    	
                      Rating
                        Agency Notifications. Notwithstanding
                        any other provision of this Agreement, no Early Termination
                        Date shall be
                        effectively designated hereunder by Party B and no transfer
                        of any rights
                        or obligations under this Agreement shall be made by either
                        party unless
                        each Swap Rating Agency has been given prior written notice
                        of such
                        designation or transfer. 

                    


            

            


            
              	
                      (j)

                    	
                      No
                        Set-off.
                        Except as expressly provided for in Section 2(c), Section
                        6 or Part
                        1(f)(i)(D) hereof, and notwithstanding any other 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.
                        Section 6(e) shall be amended by deleting the following sentence:
“The
                        amount, if any, payable in respect of an Early Termination
                        Date and
                        determined pursuant to this Section will be subject to any
                        Set-off.”.

                    


            

             

            
              	
                      (k)

                    	
                      Amendment.
                        Notwithstanding any provision to the contrary in this Agreement,
                        no
                        amendment of either this Agreement or any Transaction under
                        this Agreement
                        shall be permitted by either party unless each of the Swap
                        Agencies has
                        been provided prior written notice of the same and such amendment
                        satisfies the Rating Agency Condition with respect to
                        S&P.

                    


            

            


            
              	
                      (l)

                    	
                      Notice
                        of Certain Events or Circumstances.
                        Each Party agrees, upon learning of the occurrence or existence
                        of any
                        event or condition that constitutes (or that with the giving
                        of notice or
                        passage of time or both would constitute) an Event of Default
                        or
                        Termination Event with respect to such party, promptly to
                        give the other
                        Party and to each Swap Rating Agency notice of such event
                        or condition;
                        provided that failure to provide notice of such event or
                        condition
                        pursuant to this Part 5(l) shall not constitute an Event
                        of Default or a
                        Termination Event.

                    


              	 	 


              	(m)	Proceedings.
                      No
                      Relevant Entity shall institute against, or cause any other
                      person to
                      institute against, or join any other person in instituting
                      against Party
                      B, the Supplemental Interest Trust, or the trust formed pursuant
                      to the
                      Pooling and Servicing Agreement, in 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 (or, if longer, the applicable preference period) and
                      one day
                      following payment in full of the Certificates and any Notes.
                      This
                      provision will survive the termination of this
                      Agreement.


            

            
 

            
              	
                      (n)

                    	
                      Supplemental
                        Interest Trust Trustee Liability Limitations.
                        It
                        is expressly understood and agreed by the parties hereto
                        that (a) this
                        Agreement is executed by HSBC Bank USA, National Association
                        (“HSBC”) not
                        in its individual capacity, but solely as Supplemental Interest
                        Trust
                        Trustee under the Pooling and Servicing Agreement in the
                        exercise of the
                        powers and authority conferred and invested in it thereunder;
                        (b) HSBC has
                        been directed pursuant to the Pooling and Servicing Agreement
                        to enter
                        into this Agreement and to perform its obligations hereunder;
                        (c) each of
                        the representations, undertakings and agreements herein made
                        on behalf of
                        the Supplemental Interest Trust is made and intended not
                        as personal
                        representations of the Supplemental Interest Trust Trustee
                        but is made and
                        intended for the purpose of binding only the Supplemental
                        Interest Trust;
                        and (d) under no circumstances shall HSBC
                        in its individual capacity be personally liable for any payments
                        hereunder
                        or for the breach or failure of any obligation, representation,
                        warranty
                        or covenant made or undertaken under this
                        Agreement.

                    


            

            


            
              	
                      (o)

                    	
                      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) in any respect,
                        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; provided, however, that this severability provision
                        shall not be
                        applicable if any provision of Section 2, 5, 6, or 13 (or
                        any definition
                        or provision in Section 14 to the extent it relates to, or
                        is used in or
                        in connection with any such Section) shall be so held to
                        be invalid or
                        unenforceable. 

                    


            


            
              
                
                

              

              
                Page
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            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. 

            


            
              	
                      (p)

                    	
                      Agent
                        for Party B. Party
                        A acknowledges that Party B has appointed the Securities
                        Administrator as
                        its agent under the Pooling and Servicing Agreement to carry
                        out certain
                        functions on behalf of Party B, and that the Securities Administrator
                        shall be entitled to give notices and to perform and satisfy
                        the
                        obligations of Party B hereunder on behalf of Party
                        B.

                    


            

             

            
              	
                      (q)

                    	
                      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 trading, marketing, and operations personnel of the
                        parties and
                        their Affiliates, waives any further notice of such monitoring
                        or
                        recording, and agrees to notify such personnel of such monitoring
                        or
                        recording. 

                    


            

             

            
              	
                      (r)

                    	
                      Waiver
                        of Jury Trial.
                        Each party waives any right it may have to a trial by jury
                        in respect of
                        any in respect of any suit, action or proceeding relating
                        to this
                        Agreement or any Credit Support Document.


                    


            

            


            
              	
                      (s)

                    	
                      Form
                        of ISDA Master Agreement. Party
                        A and Party B hereby agree that the text of the body of the
                        ISDA Master
                        Agreement is intended to be the printed form of the ISDA
                        Master Agreement
                        (Multicurrency -
                        Crossborder) as published and copyrighted in 1992 by the
                        International
                        Swaps and Derivatives Association,
                        Inc.

                    


            

            


            
              	
                      (t)

                    	
                      Payment
                        Instructions.
                        Party A hereby agrees that, unless notified in writing by
                        Party B of other
                        payment instructions, any and all amounts payable by Party
                        A to Party B
                        under this Agreement shall be paid to the account specified
                        in Item 4 of
                        this Confirmation, below. 

                    


            

            


            
              	
                      (u)

                    	
                      Additional
                        representations.

                    


            

            


            
              	 	
                      (i)

                    	
                      Representations
                        of Party A.
                        Party A represents to Party B on the date on which Party
                        A enters into
                        each Transaction that Party A’s obligations under this Agreement rank pari
                        passu with all of Party A’s other unsecured, unsubordinated obligations
                        except those obligations preferred by operation of
                        law.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Capacity.
                        Party A represents to Party B on the date on which Party
                        A enters into
                        this Agreement that it is entering into the Agreement and
                        the Transaction
                        as principal and not as agent of any person. Party B represents
                        to Party A
                        on the date on which Party B enters into this Agreement that
                        it is
                        entering into the Agreement and the Transaction in its capacity
                        as
                        Supplemental Interest Trustee.

                    


            

             

            
              	
                      (v)

                    	
                      Acknowledgements.

                    


            

            


            
              	 	
                      (i)

                    	
                      Substantial
                        financial transactions.
                        Each party hereto is hereby advised and acknowledges as of
                        the date hereof
                        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 Pooling and Servicing Agreement relating
                        to such
                        Transaction, as applicable. This paragraph shall be deemed
                        repeated on the
                        trade date of each Transaction.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Bankruptcy
                        Code.
                        Subject to Part 5(m), without limiting the applicability
                        if any, of any
                        other provision of the U.S. Bankruptcy Code as amended (the
“Bankruptcy
                        Code”) (including without limitation Sections 362, 546, 556, and
                        560
                        thereof and the applicable definitions in Section 101 thereof),
                        the
                        parties acknowledge and agree that all Transactions entered
                        into hereunder
                        will constitute “forward contracts” or “swap agreements” as defined in
                        Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                        Section 761 of the Bankruptcy Code, that the rights of the
                        parties under
                        Section 6 of this Agreement will constitute contractual rights
                        to
                        liquidate Transactions, that any margin or collateral provided
                        under any
                        margin, collateral, security, pledge, or similar agreement
                        related hereto
                        will constitute a “margin payment” as defined in Section 101 of the
                        Bankruptcy Code, and that the parties are entities entitled
                        to the rights
                        under, and protections afforded by, Sections 362, 546, 556,
                        and 560 of the
                        Bankruptcy Code.

                    


            

             


            
              
                
                

              

              
                Page
                  19 of
                  27

                
                  

                

              

              
                
                

              

            


            
              	
                      (w)

                    	
                      Permitted
                        Security Interest. 

                    


            

             

            Party
              A
              hereby acknowledges and consents to the Permitted Security Interest.
              

             

            “Permitted
              Security Interest”
              means
              the collateral assignment by Party B of the Swap Collateral to the
              Indenture
              Trustee pursuant to the [Indenture] [Collateral Assignment Agreement]
              and any
              transfer of such rights pursuant to an exercise of creditor’s remedies in
              respect of such collateral assignment, and the granting to the Indenture
              Trustee
              of a first priority security interest in the Swap Collateral pursuant
              to the
              Indenture.

             

            “Swap
              Collateral”
              means
              all right, title and interest of Party B in this Agreement, each Transaction
              hereunder, and all present and future amounts payable by Party A to
              Party B
              under or in connection with the Agreement or any Transaction governed
              by the
              Agreement, including, without limitation, any transfer or termination
              of any
              such Transaction.

             

            
              	
                      (x)

                    	
                      Additional
                        Definitions. 

                    


            

             

            As
              used
              in this Agreement, the following terms shall have the meanings set
              forth below,
              unless the context clearly requires otherwise: 

             

            “Approved
              Ratings Threshold”
              means
              each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
              Ratings Threshold.

            


            “Approved
              Replacement” means,
              with respect to a Market Quotation, an entity making such Market Quotation,
              which entity would satisfy conditions (a), (b) and (c) of the definition
              of
              Permitted Transfer (as determined by Party B in its sole discretion,
              acting in a
              commercially reasonable manner) if such entity were a Transferee, as
              defined in
              the definition of Permitted Transfer.

            


            “Derivative
              Provider Trigger Event”
              means
              (i) an Event of Default with respect to which Party A is a Defaulting
              Party,
              (ii) a Termination Event with respect to which Party A is the sole
              Affected
              Party or (iii) an Additional Termination Event with respect to which
              Party A is
              the sole Affected Party.

            


            “Eligible
              Guarantee”
              means an
              unconditional and irrevocable guarantee of all present and future obligations
              (for the avoidance of doubt, not limited to payment obligations) of
              Party A or
              an Eligible Replacement to Party B under this Agreement that is provided
              by an
              Eligible Guarantor as principal debtor rather than surety and that
              is directly
              enforceable by Party B, the form and substance of which guarantee are
              subject to
              the Rating Agency Condition with respect to S&P, and either (A) a law firm
              has given a legal opinion confirming that none of the guarantor’s payments to
              Party B under such guarantee will be subject to Tax
              collected by withholding or
              (B)
              such guarantee provides that, in the event that any of such guarantor’s payments
              to Party B are subject to Tax collected by withholding, such guarantor
              is
              required to pay such additional amount as is necessary to ensure that
              the net
              amount actually received by Party B (free and clear of any Tax collected
              by
              withholding) will equal the full amount Party B would have received
              had no such
              withholding been required.

            


            “Eligible
              Guarantor” means
              an
              entity that (A) has credit ratings at least equal to the Approved Ratings
              Threshold or (B) has credit ratings at least equal to the Required
              Ratings
              Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee
              of
              an Eligible Guarantor with credit ratings below the Approved Ratings
              Threshold
              will not prevent or cure the occurrence of a Collateral Event (as defined
              in the
              Credit Support Annex).

            


            “Eligible
              Replacement”
              means an
              entity (i) that has credit ratings at least equal to the Approved Ratings
              Threshold, (ii) has credit ratings at least equal to the Required Ratings
              Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee
              of
              an Eligible Guarantor with credit ratings below the Approved Ratings
              Threshold
              will not prevent or cure the occurrence of a Collateral Event (as defined
              in the
              Credit Support Annex), or (iii) the present and future obligations
              (for the
              avoidance of doubt, not limited to payment obligations) of which entity
              to Party
              B under this Agreement are guaranteed pursuant to an Eligible Guarantee
              provided
              by an Eligible Guarantor.


            
              
                
                

              

              
                Page
                  20 of
                  27

                
                  

                

              

              
                
                

              

            


            


            “Estimated
              Swap Termination Payment”
              means,
              with respect to an Early Termination Date, an amount determined by
              Party A in
              good faith and in a commercially reasonable manner as the maximum payment
              that
              could be owed by Party B to Party A in respect of such Early Termination
              Date
              pursuant to Section 6(e) of the ISDA Master Agreement, taking into
              account then
              current market conditions.

            


            “Firm
              Offer”
              means
              (A) with respect to an Eligible Replacement, a quotation from such
              Eligible
              Replacement (i) in an amount equal to the actual amount payable by
              or to Party B
              in consideration of an agreement between Party B and such Eligible
              Replacement
              to replace Party A as the counterparty to this Agreement by way of
              novation or,
              if such novation is not possible, an agreement between Party B and
              such Eligible
              Replacement to enter into a Replacement Transaction (assuming that
              all
              Transactions hereunder become Terminated Transactions), and (ii) that
              constitutes an offer by such Eligible Replacement to replace Party
              A as the
              counterparty to this Agreement or enter a Replacement Transaction that
              will
              become legally binding upon such Eligible Replacement upon acceptance
              by Party
              B, and (B) with respect to an Eligible Guarantor, an offer by such
              Eligible
              Guarantor to provide an Eligible Guarantee that will become legally
              binding upon
              such Eligible Guarantor upon acceptance by the offeree.

            


            “Moody’s”
              means
              Moody’s Investors Service, Inc., or any successor thereto. 

            


            “Moody’s
              First Trigger Ratings Threshold” means,
              with respect to Party A, the guarantor under an Eligible Guarantee
              or an
              Eligible Replacement, (i) if such entity has both a long-term unsecured
              and
              unsubordinated debt rating or counterparty rating from Moody’s and a short-term
              unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
              unsubordinated debt rating or
              counterparty rating from
              Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
              Moody’s of “Prime-1”, or (ii) if such entity has only a long-term unsecured and
              unsubordinated debt rating or counterparty rating from Moody’s, a long-term
              unsecured and unsubordinated debt rating or counterparty rating from
              Moody’s of
“A1”.

            


            “Moody’s
              Second Trigger Ratings Event” means
              that no
              Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
              Second Trigger Rating Threshold. 

            


            “Moody’s
              Second Trigger Ratings Threshold” means,
              with respect to Party A, the guarantor under an Eligible Guarantee
              or an
              Eligible Replacement, (i) if such entity has both a long-term unsecured
              and
              unsubordinated debt rating or counterparty rating from Moody’s and a short-term
              unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
              unsubordinated debt rating or counterparty rating from Moody’s of “A3” or a
              short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
              or (ii) if such entity has only a long-term unsecured and unsubordinated
              debt
              rating or counterparty rating from Moody’s, a long-term unsecured and
              unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

            


            “Permitted
              Transfer” means
              a
              transfer by novation by Party A to a transferee (the “Transferee”)
              of all,
              but not less than all, of Party A’s rights, liabilities, duties and obligations
              under this Agreement, with
              respect to which transfer each of the following conditions is
              satisfied:
              (a) the
              Transferee is an Eligible Replacement that is a recognized dealer in
              interest
              rate swaps organized under the laws of the United States of America
              or a
              jurisdiction located in the United States of America (or another jurisdiction
              reasonably acceptable to Party B), (b) as of the date of such transfer
              the
              Transferee would not be required to withhold or deduct on account of
              Tax from
              any payments under this Agreement or would be required to gross up
              for such Tax
              under Section 2(d)(i)(4), (c) an Event of Default or Termination Event
              would not
              occur as a result of such transfer, (d) Party B has consented in writing
              to the
              transfer, such consent not to be unreasonably withheld, (e) pursuant
              to a
              written instrument (the “Transfer Agreement”), the Transferee acquires and
              assumes all rights and obligations of Party A under the Agreement and
              the
              relevant Transaction, (f) Party B shall have determined, in its sole
              discretion,
              acting in a commercially reasonable manner, that such Transfer Agreement
              is
              effective to transfer to the Transferee all, but not less than all,
              of Party A’s
              rights and obligations under the Agreement and all relevant Transactions;
              (g)
              Party A will be responsible for any costs or expenses incurred in connection
              with such transfer (including any replacement cost of entering into
              a
              replacement transaction); (h) either (A) Moody’s has been given prior written
              notice of such transfer and the Rating Agency Condition is satisfied
              with
              respect to S&P or (B) each Swap Rating Agency has been given prior written
              notice of such transfer and such transfer is in connection with the
              assignment
              and assumption of this Agreement without modification of its terms,
              other than
              party names, dates relevant to the effective date of such transfer,
              tax
              representations (provided that the representations in Part 2(a)(i)
              are not
              modified) and any other representations regarding the status of the
              substitute
              counterparty of the type included in Part 5(b)(iv) or Part 5(v)(ii),
              notice
              information and account details ; and (i) such transfer otherwise complies
              with
              the terms of the Pooling and Servicing Agreement. 

            



            
              
                
                

              

              
                Page
                  21 of
                  27

                
                  

                

              

              
                
                

              

            


            “Rating
              Agency Condition”
              means,
              with respect to any particular proposed act or omission to act hereunder
              and
              each Swap Rating Agency specified in connection with such proposed
              act or
              omission, that the party acting or failing to act must consult with
              each of the
              specified Swap Rating Agencies and receive from each such Swap Rating
              Agency a
              prior written confirmation that the proposed action or inaction would
              not cause
              a downgrade or withdrawal of the then-current rating of any Certificates
              or
              Notes.

            


            “Relevant
              Entity” means
              Party A and, to the extent applicable, a guarantor under an Eligible
              Guarantee.

            


            “Replacement
              Transaction”
              means,
              with respect to any Terminated Transaction or group of Terminated Transactions,
              a transaction or group of transactions that (i) would have the effect
              of
              preserving for Party B the economic equivalent of any payment or delivery
              (whether the underlying obligation was absolute or contingent and assuming
              the
              satisfaction of each applicable condition precedent) by the parties
              under
              Section 2(a)(i) in respect of such Terminated Transaction or group
              of Terminated
              Transactions that would, but for the occurrence of the relevant Early
              Termination Date, have been required after that Date, and (ii) has
              terms which
              are substantially the same as this Agreement, including, without limitation,
              rating triggers, Regulation AB compliance, and credit support documentation,
              save for the exclusion of provisions relating to Transactions that
              are not
              Terminated Transaction, as determined by Party B in its sole discretion,
              acting
              in a commercially reasonable manner.

            


            “Required
              Ratings Downgrade Event”
              shall
              have the meaning assigned thereto in Part 5(d).

            


            “Required
              Ratings Threshold” means
              each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
              Ratings Threshold.

            


            “S&P”
              means
              Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
              Inc., or any successor thereto. 

            


            “S&P
              Approved Ratings Threshold”
              means,
              with respect to Party A, the guarantor under an Eligible Guarantee
              or an
              Eligible Replacement, a short-term unsecured and unsubordinated debt
              rating from
              S&P of “A-1”, or, if such entity does not have a short-term unsecured and
              unsubordinated debt rating from S&P, a long-term unsecured and
              unsubordinated debt rating from S&P of “A+”.

            


            “S&P
              Required Ratings Threshold”
              means,
              with respect to Party A, the guarantor under an Eligible Guarantee
              or an
              Eligible Replacement, a long-term unsecured and unsubordinated debt
              rating from
              S&P of “BBB+”. 

            


            “Swap
              Rating Agencies”
              means,
              with respect to any date of determination, each of S&P and Moody’s, to the
              extent that each such rating agency is then providing a rating for
              any of the
              ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 Asset
              Backed
              Pass-Through Certificates (the “Certificates”)
              or any
              notes backed by the Certificates (the “Notes”).

            

              
                	
                        (y)

                      	
                        Agency
                          Role of Greenwich Capital Markets, Inc.
                          This Transaction has been entered into by Greenwich Capital
                          Markets, Inc.,
                          as agent for The Royal Bank of Scotland plc. Greenwich
                          Capital Markets,
                          Inc. has not guaranteed and is not otherwise responsible
                          for the
                          obligations of Party A under this
                          Transaction.

                      


              

               

            

             

            [Remainder
              of this page intentionally left blank.]

             


            
              
                
                

              

              
                Page
                  22 of
                  27

                
                  

                

              

              
                
                

              

            


            4.   Account
              Details and Settlement Information: 

             

            
              
                	
                        Payments
                          to Party A:

                      	
                        For
                          the account of The Royal Bank of Scotland Financial Markets
                          Fixed Income
                          and Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM
                          with
                          JPMorgan Chase Bank, New York CHASUS33, ABA #
                          021000021

                      


                	 	
                        Account
                          Number 400930153

                      


              

               

              
                	
                        Payments
                          to Party B:

                      	
                        Wells
                          Fargo Bank, NA

                      


                	 	
                        ABA
                          #  121000248

                        Account
                          Name: SAS Clearing Account  #3970771416

                        FFC
                          to:  50969502,
                          ACE 2006-ASAP6 Supplemental Interest Trust
                          Account

                      


              

            

            


            This
              Agreement may be executed in several counterparts, each of which shall
              be deemed
              an original but all of which together shall constitute one and the
              same
              instrument.

            



            
              
                
                

              

              
                Page
                  23 of
                  27

                
                  

                

              

              
                
                

              

            


            


            We
              are
              very pleased to have executed this Transaction with you and we look
              forward to
              completing other transactions with you in the near future.

            


            Very
              truly yours,

            


            THE
              ROYAL BANK OF SCOTLAND PLC

            By:
              Greenwich Capital Markets, Inc., its agent

             

            By 
              /s/
              Deborah Pfeifer            

            Name:
              Debora Pfeifer 

            Title:
              Vice President 


             

            Accepted
              and confirmed as of the Trade Date written above:

             

             

            HSBC
              BANK USA, NATIONAL ASSOCIATION, NOT
              IN
              ITS INDIVIDUAL CAPACITY, BUT SOLELY AS

             

            SUPPLEMENTAL
              INTEREST TRUST TRUSTEE FOR THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT
              TO ACE
              SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP6 ASSET BACKED
              PASS-THROUGH CERTIFICATES

             

            By 
              /s/
              Fernando Acebedo            

            Name:
              Fernando Acebedo

            Title:
              Vice President


            



            
              
                
                

              

              
                Page
                  24 of
                  27

                
                  

                

              

              
                
                

              

            

             

            SCHEDULE
              I

            


            (all
              such
              dates subject to No Adjustment with respect to Fixed Rate Payer Period
              End Dates
              and adjustment in accordance with the Following Business Day Convention
              with
              respect to Floating Rate Payer Period End Dates) 


            
              	 	 	 
	
                      From
                        and including

                    	
                      To
                        but excluding

                    	
                      Notional
                        Amount (USD)

                    
	
                      5/25/2007

                    	
                      6/25/2007

                    	
                      608,136,309.00
                        

                    
	
                      6/25/2007

                    	
                      7/25/2007

                    	
                      590,417,003.00
                        

                    
	
                      7/25/2007

                    	
                      8/25/2007

                    	
                      571,186,489.00
                        

                    
	
                      8/25/2007

                    	
                      9/25/2007

                    	
                      550,544,885.00
                        

                    
	
                      9/25/2007

                    	
                      10/25/2007

                    	
                      528,614,739.00
                        

                    
	
                      10/25/2007

                    	
                      11/25/2007

                    	
                      506,795,180.00
                        

                    
	
                      11/25/2007

                    	
                      12/25/2007

                    	
                      485,867,590.00
                        

                    
	
                      12/25/2007

                    	
                      1/25/2008

                    	
                      465,807,041.00
                        

                    
	
                      1/25/2008

                    	
                      2/25/2008

                    	
                      446,577,483.00
                        

                    
	
                      2/25/2008

                    	
                      3/25/2008

                    	
                      428,144,385.00
                        

                    
	
                      3/25/2008

                    	
                      4/25/2008

                    	
                      410,474,656.00
                        

                    
	
                      4/25/2008

                    	
                      5/25/2008

                    	
                      393,536,583.00
                        

                    
	
                      5/25/2008

                    	
                      6/25/2008

                    	
                      377,299,776.00
                        

                    
	
                      6/25/2008

                    	
                      7/25/2008

                    	
                      361,735,109.00
                        

                    
	
                      7/25/2008

                    	
                      8/25/2008

                    	
                      346,768,592.00
                        

                    
	
                      8/25/2008

                    	
                      9/25/2008

                    	
                      332,270,193.00
                        

                    
	
                      9/25/2008

                    	
                      10/25/2008

                    	
                      295,532,837.00
                        

                    
	
                      10/25/2008

                    	
                      11/25/2008

                    	
                      252,496,265.00
                        

                    
	
                      11/25/2008

                    	
                      12/25/2008

                    	
                      216,515,767.00
                        

                    
	
                      12/25/2008

                    	
                      1/25/2009

                    	
                      186,605,031.00
                        

                    
	
                      1/25/2009

                    	
                      2/25/2009

                    	
                      171,749,780.00
                        

                    
	
                      2/25/2009

                    	
                      3/25/2009

                    	
                      163,973,996.00
                        

                    
	
                      3/25/2009

                    	
                      4/25/2009

                    	
                      156,653,205.00
                        

                    
	
                      4/25/2009

                    	
                      5/25/2009

                    	
                      149,665,229.00
                        

                    
	
                      5/25/2009

                    	
                      6/25/2009

                    	
                      142,994,663.00
                        

                    
	
                      6/25/2009

                    	
                      7/25/2009

                    	
                      136,626,812.00
                        

                    
	
                      7/25/2009

                    	
                      8/25/2009

                    	
                      130,547,718.00
                        

                    
	
                      8/25/2009

                    	
                      9/25/2009

                    	
                      124,744,080.00
                        

                    
	
                      9/25/2009

                    	
                      10/25/2009

                    	
                      119,203,227.00
                        

                    
	
                      10/25/2009

                    	
                      11/25/2009

                    	
                      113,913,804.00
                        

                    
	
                      11/25/2009

                    	
                      12/25/2009

                    	
                      108,864,457.00
                        

                    
	
                      12/25/2009

                    	
                      1/25/2010

                    	
                      104,043,149.00
                        

                    
	
                      1/25/2010

                    	
                      2/25/2010

                    	
                      99,439,388.00
                        

                    
	
                      2/25/2010

                    	
                      3/25/2010

                    	
                      95,043,193.00
                        

                    
	
                      3/25/2010

                    	
                      4/25/2010

                    	
                      90,845,052.00
                        

                    
	
                      4/25/2010

                    	
                      5/25/2010

                    	
                      86,835,901.00
                        

                    
	
                      5/25/2010

                    	
                      6/25/2010

                    	
                      83,007,103.00
                        

                    
	
                      6/25/2010

                    	
                      7/25/2010

                    	
                      79,350,384.00
                        

                    
	
                      7/25/2010

                    	
                      8/25/2010

                    	
                      75,857,876.00
                        

                    
	
                      8/25/2010

                    	
                      9/25/2010

                    	
                      72,522,078.00
                        

                    
	
                      9/25/2010

                    	
                      10/25/2010

                    	
                      69,335,835.00
                        

                    
	
                      10/25/2010

                    	
                      11/25/2010

                    	
                      66,292,325.00
                        

                    
	
                      11/25/2010

                    	
                      12/25/2010

                    	
                      63,385,044.00
                        

                    


            


            
              
                
                

              

              
                Page
                  25 of
                  27

                
                  

                

              

              
                
                

              

            


            


            
              	 	 	 
	
                      From
                        and including

                    	
                      To
                        but excluding

                    	
                      Notional
                        Amount (USD)

                    
	
                      12/25/2010

                    	
                      1/25/2011

                    	
                      60,607,784.00
                        

                    
	
                      1/25/2011

                    	
                      2/25/2011

                    	
                      57,954,626.00
                        

                    
	
                      2/25/2011

                    	
                      3/25/2011

                    	
                      55,419,925.00
                        

                    
	
                      3/25/2011

                    	
                      4/25/2011

                    	
                      52,998,298.00
                        

                    
	
                      4/25/2011

                    	
                      5/25/2011

                    	
                      50,684,607.00
                        

                    
	
                      5/25/2011

                    	
                      6/25/2011

                    	
                      48,473,956.00
                        

                    
	
                      6/25/2011

                    	
                      7/25/2011

                    	
                      46,361,669.00
                        

                    
	
                      7/25/2011

                    	
                      8/25/2011

                    	
                      44,343,290.00
                        

                    
	
                      8/25/2011

                    	
                      9/25/2011

                    	
                      42,414,558.00
                        

                    
	
                      9/25/2011

                    	
                      10/25/2011

                    	
                      40,571,387.00
                        

                    
	
                      10/25/2011

                    	
                      11/25/2011

                    	
                      38,803,941.00
                        

                    
	
                      11/25/2011

                    	
                      12/25/2011

                    	
                      37,113,979.00
                        

                    
	
                      12/25/2011

                    	
                      1/25/2012

                    	
                      35,499,094.00
                        

                    
	
                      1/25/2012

                    	
                      2/25/2012

                    	
                      33,955,920.00
                        

                    
	
                      2/25/2012

                    	
                      3/25/2012

                    	
                      32,481,211.00
                        

                    


            

             


            
              
                
                

              

              
                Page
                  26 of
                  27

                
                  

                

              

              
                
                

              

            


            Annex
              A

            


            Paragraph
              13 of the Credit Support Annex

             

             

            
              
                
                

              

              
                Page
                  27 of
                  27

                
                  

                

              

              
                
                

              

            

          

           

          
            


            ISDA®

            International
              Swaps and Derivative Association, Inc. 

            CREDIT
              SUPPORT ANNEX

            to
              the
              Schedule to the

            ISDA
              Master Agreement

            incorporated
              by reference in the Confirmation (Reference No. D16133282)

            dated
              as
              of November 29, 2006 between

            The
              Royal
              Bank of Scotland plc (hereinafter referred to as “Party
              A”
              or
“Pledgor”)

            and

            HSBC
              Bank
              USA, National Association, not individually, but solely as trustee
              (the
“Supplemental Interest Trust Trustee”) on behalf of the supplemental interest
              trust (the “Supplemental
              Interest Trust”)
              with
              respect to the ACE Securities Corp. Home Equity Loan Trust, Series
              2006-ASAP6
              Asset Backed Pass-Through Certificates 

            (hereinafter
              referred to as “Party
              B”
              or
“Secured
              Party”).

            


            
              	 	 


            

            Dated
              as
              of November 29,
              2006

             

            between

             

            The
              Royal Bank of Scotland plc

            (“PARTY
              A”)

             

            and

             

            HSBC
              Bank USA, National Association, not individually, but solely as the
              Supplemental
              Interest Trust Trustee on behalf of the Supplemental Interest Trust
              with respect
              to the ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6
              Asset
              Backed Pass-Through Certificates

            (“PARTY
              B”)

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            This
              Annex
              supplements, forms part of, and is subject to, the above-referenced
              Agreement,
              is part of its Schedule and is a Credit Support Document under this
              Agreement
              with respect to each party.

             

            Accordingly,
              the parties agree as follows:

             

            Paragraph
              1 Interpretation

             

            
              	 	
                      (a)

                    	
                      Definitions
                        and Inconsistency  Capitalized
                        terms not otherwise defined herein or elsewhere in this Agreement
                        have the
                        meanings specified pursuant to Paragraph 12, and all references
                        in this
                        Annex to Paragraphs are to Paragraphs of this Annex. In the
                        event of any
                        inconsistency between this Annex and the other provisions
                        of this
                        Schedule, this Annex will prevail, and in the event of any
                        inconsistency
                        between Paragraph 13 and the other provisions of this Annex,
                        Paragraph 13
                        will prevail.

                    


            

             

            
              	 	
                      (b)

                    	
                      Secured
                        Party and Pledgor  All
                        references in this Annex to the “Secured Party” will be to either party
                        when acting in that capacity and all corresponding references
                        to the
                        “Pledgor” will be to the other party when acting in that capacity;
                        provided,
                        however,
                        that if Other Posted Support is held by a party to this Annex,
                        all
                        references herein to that party as the Secured Party with
                        respect to that
                        Other Posted Support will be to that party as the beneficiary
                        thereof and
                        will not subject that support or that party as the beneficiary
                        thereof to
                        provisions of law generally relating to security interests
                        and secured
                        parties.

                    


            

             

            Paragraph
              2 Security
              Interest

             

            Each
              party, as the Pledgor, hereby pledges to the other party, as the Secured
              Party,
              as security for its Obligations, and grants to the Secured Party a
              first
              priority continuing security interest in, lien on and right of Set-off
              against
              all Posted Collateral Transferred to or received by the Secured Party
              hereunder.
              Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral,
              the
              security interest and lien granted hereunder on that Posted Collateral
              will be
              released immediately and, to the extent possible, without any further
              action by
              either party.

             

            Paragraph
              3 Credit
              Support Obligations

             

            
              	 	
                      (a)

                    	
                      Delivery
                        Amount  Subject
                        to Paragraphs 4 and 5, upon a demand made by the Secured
                        Party on or
                        promptly following a Valuation Date, if the Delivery Amount
                        for that
                        Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount,
                        then the Pledgor will Transfer to the Secured Party Eligible
                        Credit
                        Support having a Value as of the date of Transfer at least
                        equal to the
                        applicable Delivery Amount (rounded pursuant to Paragraph
                        13). Unless
                        otherwise specified in Paragraph 13, the “Delivery
                        Amount”
                        applicable to the Pledgor for any Valuation Date will equal
                        the amount by
                        which:

                    


            

             

            
              	 	
                      (i)

                    	
                      the
                        Credit Support Amount 

                    


            

             

            exceeds

             

            
              	 	
                      (ii)

                    	
                      the
                        Value as of that Valuation Date of all Posted Credit Support
                        held by the
                        Secured Party.

                    


            

             

            
              	 	
                      (b)

                    	
                      Return
                        Amount  Subject
                        to Paragraphs 4 and 5, upon a demand made by the Pledgor
                        on or promptly
                        following a Valuation Date, if the Return Amount for that
                        Valuation Date
                        equals or exceeds the Secured Party’s Minimum Transfer Amount, then the
                        Secured Party will Transfer to the Pledgor Posted Credit
                        Support specified
                        by the Pledgor in that demand having a Value as of the date
                        of Transfer as
                        close as practicable to the applicable Return Amount (rounded
                        pursuant to
                        Paragraph 13). Unless otherwise specified in Paragraph 13,
                        the
                        “Return
                        Amount”
                        applicable to the Secured Party for any Valuation Date will
                        equal the
                        amount by which:

                    


            

             

            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (i)

                    	
                      the
                        Value as of that Valuation Date of all Posted Credit Support
                        held by the
                        Secured Party 

                    


            

             

            exceeds

             

            
              	 	
                      (ii)

                    	
                      the
                        Credit Support Amount.

                    


            

             

            “Credit
              Support Amount”
means,
              unless otherwise specified in Paragraph 13, for any Valuation Date
              (i) the
              Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all
              Independent Amounts applicable to the Pledgor, if any, minus (iii)
              all
              Independent Amounts applicable to the Secured Party, if any, minus
              (iv) the
              Pledgor’s Threshold; provided,
              however,
              that
              the Credit Support Amount will be deemed to be zero whenever the calculation
              of
              Credit Support Amount yields a number less than zero. 

             

            Paragraph
              4 Conditions
              Precedent, Transfer Timing, Calculations and Substitutions

             

            
              	 	
                      (a)

                    	
                      Conditions
                        Precedent  Each
                        Transfer obligation of the Pledgor under Paragraphs 3 and
                        5 and of the
                        Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is
                        subject to the
                        conditions precedent that:

                    


            

             

            
              	 	
                      (i)

                    	
                      no
                        Event of Default, Potential Event of Default or Specified
                        Condition has
                        occurred and is continuing with respect to the other party;
                        and

                    


            

             

            
              	 	
                      (ii)

                    	
                      no
                        Early Termination Date for which any unsatisfied payment
                        obligations exist
                        has occurred or been designated as the result of an Event
                        of Default or
                        Specified Condition with respect to the other
                        party.

                    


            

             

            
              	 	
                      (b)

                    	
                      Transfer
                        Timing  Subject
                        to Paragraphs 4(a) and 5 and unless otherwise specified,
                        if a demand for
                        the Transfer of Eligible Credit Support or Posted Credit
                        Support is made
                        by the Notification Time, then the relevant Transfer will
                        be made not
                        later than the close of business on the next Local Business
                        Day; if a
                        demand is made after the Notification Time, then the relevant
                        Transfer
                        will be made not later than the close of business on the
                        second Local
                        Business Day thereafter.

                    


            

             

            
              	 	
                      (c)

                    	
                      Calculations  All
                        calculations of Value and Exposure for purposes of Paragraphs
                        3 and 6(d)
                        will be made by the Valuation Agent as of the Valuation Time.
                        The
                        Valuation Agent will notify each party (or the other party,
                        if the
                        Valuation Agent is a party) of its calculations not later
                        than the
                        Notification Time on the Local Business Day following the
                        applicable
                        Valuation Date (or in the case of Paragraph 6(d), following
                        the date of
                        calculation).

                    


            

             

            
              	 	
                      (d)

                    	
                      Substitutions

                    


            

             

            
              	 	
                      (i)

                    	
                      Unless
                        otherwise specified in Paragraph 13, upon notice to the Secured
                        Party
                        specifying the items of Posted Credit Support to be exchanged,
                        the Pledgor
                        may, on any Local Business Day, Transfer to the Secured Party
                        substitute
                        Eligible Credit Support (the “Substitute
                        Credit Support”);
                        and

                    


            

             

            
              	 	
                      (ii)

                    	
                      subject
                        to Paragraph 4(a), the Secured Party will Transfer to the
                        Pledgor the
                        items of Posted Credit Support specified by the Pledgor in
                        its notice not
                        later than the Local Business Day following the date on which
                        the Secured
                        Party receives the Substitute Credit Support, unless otherwise
                        specified
                        in Paragraph 13 (the “Substitution
                        Date”);
                        provided
                        that the Secured Party will only be obligated to Transfer
                        Posted Credit
                        Support with a Value as of the date of Transfer of that Posted
                        Credit
                        Support equal to the Value as of that date of the Substitute
                        Credit
                        Support.

                    


            

             

            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

             

            Paragraph
              5 Dispute
              Resolution

             

            If
              a
              party (a “Disputing
              Party”)
              disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return
              Amount or (II) the Value of any Transfer of Eligible Credit Support
              or Posted
              Credit Support, then (1) the Disputing Party will notify the other
              party and the
              Valuation Agent (if the Valuation Agent is not the other party) not
              later than
              the close of business on the Local Business Day following (X) the date
              that the
              demand is made under Paragraph 3 in the case of (I) above or (Y) the
              date of
              Transfer in the case of (II) above, (2) subject to Paragraph 4(a),
              the
              appropriate party will Transfer the undisputed amount to the other
              party not
              later than the close of business on the Local Business Day following
              (X) the
              date that the demand is made under Paragraph 3 in the case of (I) above
              or (Y)
              the date of Transfer in the case of (II) above, (3) the parties will
              consult
              with each other in an attempt to resolve the dispute and (4) if they
              fail to
              resolve the dispute by the Resolution Time, then:

             

            
              	 	
                      (i)

                    	
                      In
                        the case of a dispute involving a Delivery Amount or Return
                        Amount, unless
                        otherwise specified in Paragraph 13, the Valuation Agent
                        will recalculate
                        the Exposure and the Value as of the Recalculation Date
                        by:

                    


            

             

            
              	 	
                      (A)

                    	
                      utilizing
                        any calculations of Exposure for the Transactions (or Swap
                        Transactions)
                        that the parties have agreed are not in
                        dispute;

                    


            

             

            
              	 	
                      (B)

                    	
                      calculating
                        the Exposure for the Transactions (or Swap Transactions)
                        in dispute by
                        seeking four actual quotations at mid-market from Reference
                        Market-makers
                        for purposes of calculating Market Quotation, and taking
                        the arithmetic
                        average of those obtained; provided
                        that if four quotations are not available for a particular
                        Transaction (or
                        Swap Transaction), then fewer than four quotations may be
                        used for that
                        Transaction (or Swap Transaction); and if no quotations are
                        available for
                        a particular Transaction (or Swap Transaction), then the
                        Valuation Agent’s
                        original calculations will be used for that Transaction (or
                        Swap
                        Transaction); and

                    


            

             

            
              	 	
                      (C)

                    	
                      utilizing
                        the procedures specified in Paragraph 13 for calculating
                        the Value, if
                        disputed, of Posted Credit Support.

                    


            

             

            
              	 	
                      (ii)

                    	
                      In
                        the case of a dispute involving the Value of any Transfer
                        of Eligible
                        Credit Support or Posted Credit Support, the Valuation Agent
                        will
                        recalculate the Value as of the date of Transfer pursuant
                        to Paragraph
                        13.

                    


            

             

            Following
              a recalculation pursuant to this Paragraph, the Valuation Agent will
              notify each
              party (or the other party, if the Valuation Agent is a party) not later
              than the
              Notification Time on the Local Business Day following the Resolution
              Time. The
              appropriate party will, upon demand following that notice by the Valuation
              Agent
              or a resolution pursuant to (3) above and subject to Paragraphs 4(a)
              and 4(b),
              make the appropriate Transfer.

             

            Paragraph
              6 Holding
              and Using Posted Collateral

             

            
              	 	
                      (a)

                    	
                      Care
                        of Posted Collateral  Without
                        limiting the Secured Party’s rights under Paragraph 6(c), the Secured
                        Party will exercise reasonable care to assure the safe custody
                        of all
                        Posted Collateral to the extent required by applicable law,
                        and in any
                        event the Secured Party will be deemed to have exercised
                        reasonable care
                        if it exercises at least the same degree of care as it would
                        exercise with
                        respect to its own property. Except as specified in the preceding
                        sentence, the Secured Party will have no duty with respect
                        to Posted
                        Collateral, including, without limitation, any duty to collect
                        any
                        Distributions, or enforce or preserve any rights pertaining
                        thereto.

                    


            

             

            
              
                
                

              

              
                4

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (b)

                    	
                      Eligibility
                        to Hold Posted Collateral;
                        Custodians

                    


            

             

            
              	 	
                      (i)

                    	
                      General  Subject
                        to the satisfaction of any conditions specified in Paragraph
                        13 for
                        holding Posted Collateral, the Secured Party will be entitled
                        to hold
                        Posted Collateral or to appoint an agent (a “Custodian”)
                        to hold Posted Collateral for the Secured Party. Upon notice
                        by the
                        Secured Party to the Pledgor of the appointment of a Custodian,
                        the
                        Pledgor’s obligations to make any Transfer will be discharged by
                        making
                        the Transfer to that Custodian. The holding of Posted Collateral
                        by a
                        Custodian will be deemed to be the holding of that Posted
                        Collateral by
                        the Secured Party for which the Custodian is
                        acting.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Failure
                        to Satisfy Conditions  If
                        the Secured Party or its Custodian fails to satisfy any conditions
                        for
                        holding Posted Collateral, then upon a demand made by the
                        Pledgor, the
                        Secured Party will, not later than five Local Business Days
                        after the
                        demand, Transfer or cause its Custodian to Transfer all Posted
                        Collateral
                        held by it to a Custodian that satisfies those conditions
                        or to the
                        Secured Party if it satisfies those
                        conditions.

                    


            

             

            
              	 	
                      (iii)

                    	
                      Liability  The
                        Secured Party will be liable for the acts or omissions of
                        its Custodian to
                        the same extent that the Secured Party would be liable hereunder
                        for its
                        own acts or omissions.

                    


            

             

            
              	 	
                      (c)

                    	
                      Use
                        of Posted Collateral  Unless
                        otherwise specified in Paragraph 13 and without limiting
                        the rights and
                        obligations of the parties under Paragraphs 3, 4(d)(ii),
                        5, 6(d) and 8, if
                        the Secured Party is not a Defaulting Party or an Affected
                        Party with
                        respect to a Specified Condition and no Early Termination
                        Date has
                        occurred or been designated as the result of an Event of
                        Default or
                        Specified Condition with respect to the Secured Party, then
                        the Secured
                        Party will, notwithstanding Section 9-207 of the New York
                        Uniform
                        Commercial Code, have the right to:

                    


            

             

            
              	 	
                      (i)

                    	
                      sell,
                        pledge, rehypothecate, assign, invest, use, commingle or
                        otherwise dispose
                        of, or otherwise use in its business any Posted Collateral
                        it holds, free
                        from any claim or right of any nature whatsoever of the Pledgor,
                        including
                        any equity or right of redemption by the Pledgor;
                        and

                    


            

             

            
              	 	
                      (ii)

                    	
                      register
                        any Posted Collateral in the name of the Secured Party, its
                        Custodian or a
                        nominee for either.

                    


            

             

            For
              purposes of the obligation to Transfer Eligible Credit Support or Posted
              Credit
              Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized
              under this Agreement, the Secured Party will be deemed to continue
              to hold all
              Posted Collateral and to receive Distributions made thereon, regardless
              of
              whether the Secured Party has exercised any rights with respect to
              any Posted
              Collateral pursuant to (i) or (ii) above.

             

            
              	 	
                      (d)

                    	
                      Distributions
                        and Interest Amount

                    


            

             

            
              	 	
                      (i)

                    	
                      Distributions  Subject
                        to Paragraph 4(a), if the Secured Party receives or is deemed
                        to receive
                        Distributions on a Local Business Day, it will Transfer to
                        the Pledgor not
                        later than the following Local Business Day any Distributions
                        it receives
                        or is deemed to receive to the extent that a Delivery Amount
                        would not be
                        created or increased by that Transfer, as calculated by the
                        Valuation
                        Agent (and the date of calculation will be deemed to be a
                        Valuation Date
                        for this purpose).

                    


            

             

            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (ii)

                    	
                      Interest
                        Amount  Unless
                        otherwise specified in Paragraph 13 and subject to Paragraph
                        4(a), in lieu
                        of any interest, dividends or other amounts paid or deemed
                        to have been
                        paid with respect to Posted Collateral in the form of Cash
                        (all of which
                        may be retained by the Secured Party), the Secured Party
                        will Transfer to
                        the Pledgor at the times specified in Paragraph 13 the Interest
                        Amount to
                        the extent that a Delivery Amount would not be created or
                        increased by
                        that Transfer, as calculated by the Valuation Agent (and
                        the date of
                        calculation will be deemed to be a Valuation Date for this
                        purpose). The
                        Interest Amount or portion thereof not Transferred pursuant
                        to this
                        Paragraph will constitute Posted Collateral in the form of
                        Cash and will
                        be subject to the security interest granted under Paragraph
                        2.

                    


            

             

            Paragraph
              7 Events
              of Default

             

            For
              purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default
              will
              exist with respect to a party if:

             

            
              	 	
                      (i)

                    	
                      that
                        party fails (or fails to cause its Custodian) to make, when
                        due, any
                        Transfer of Eligible Collateral, Posted Collateral or the
                        Interest Amount,
                        as applicable, required to be made by it and that failure
                        continues for
                        two Local Business Days after notice of that failure is given
                        to that
                        party;

                    


            

             

            
              	 	
                      (ii)

                    	
                      that
                        party fails to comply with any restriction or prohibition
                        specified in
                        this Annex with respect to any of the rights specified in
                        Paragraph 6(c)
                        and that failure continues for five Local Business Days after
                        notice of
                        that failure is given to that party;
                        or

                    


            

             

            
              	 	
                      (iii)

                    	
                      that
                        party fails to comply with or perform any agreement or obligation
                        other
                        than those specified in Paragraphs 7(i) and 7(ii) and that
                        failure
                        continues for 30 days after notice of that failure is given
                        to that
                        party.

                    


            

             

            Paragraph
              8 Certain
              Rights and Remedies

             

            
              	 	
                      (a)

                    	
                      Secured
                        Party’s Rights and Remedies  If
                        at any time (1) an Event of Default or Specified Condition
                        with respect to
                        the Pledgor has occurred and is continuing or (2) an Early
                        Termination
                        Date has occurred or been designated as the result of an
                        Event of Default
                        or Specified Condition with respect to the Pledgor, then,
                        unless the
                        Pledgor has paid in full all of its Obligations that are
                        then due, the
                        Secured Party may exercise one or more of the following rights
                        and
                        remedies:

                    


            

             

            
              	 	
                      (i)

                    	
                      all
                        rights and remedies available to a secured party under applicable
                        law with
                        respect to Posted Collateral held by the Secured
                        Party;

                    


            

             

            
              	 	
                      (ii)

                    	
                      any
                        other rights and remedies available to the Secured Party
                        under the terms
                        of Other Posted Support, if any;

                    


            

             

            
              	 	
                      (iii)

                    	
                      the
                        right to Set-off any amounts payable by the Pledgor with
                        respect to any
                        Obligations against any Posted Collateral or the Cash equivalent
                        of any
                        Posted Collateral held by the Secured Party (or any obligation
                        of the
                        Secured Party to Transfer that Posted Collateral);
                        and

                    


            

             

            
              	 	
                      (iv)

                    	
                      the
                        right to liquidate any Posted Collateral held by the Secured
                        Party through
                        one or more public or private sales or other dispositions
                        with such
                        notice, if any, as may be required under applicable law,
                        free from any
                        claim or right of any nature whatsoever of the Pledgor, including
                        any
                        equity or right of redemption by the Pledgor (with the Secured
                        Party
                        having the right to purchase any or all of the Posted Collateral
                        to be
                        sold) and to apply the proceeds (or the Cash equivalent thereof)
                        from the
                        liquidation of the Posted Collateral to any amounts payable
                        by the Pledgor
                        with respect to any Obligations in that order as the Secured
                        Party may
                        elect.

                    


            

             

            
              
                
                

              

              
                6

                
                  

                

              

              
                
                

              

            

             

            Each
              party acknowledges and agrees that Posted Collateral in the form of
              securities
              may decline speedily in value and is of a type customarily sold on
              a recognized
              market, and, accordingly, the Pledgor is not entitled to prior notice
              of any
              sale of that Posted Collateral by the Secured Party, except any notice
              that is
              required under applicable law and cannot be waived.

             

            
              	 	
                      (b)

                    	
                      Pledgor’s
                        Rights and Remedies  If
                        at any time an Early Termination Date has occurred or been
                        designated as
                        the result of an Event of Default or Specified Condition
                        with respect to
                        the Secured Party, then (except in the case of an Early Termination
                        Date
                        relating to less than all Transactions (or Swap Transactions)
                        where the
                        Secured Party has paid in full all of its obligations that
                        are then due
                        under Section 6(e) of this
                        Agreement):

                    


            

             

            
              	 	
                      (i)

                    	
                      the
                        Pledgor may exercise all rights and remedies available to
                        a pledgor under
                        applicable law with respect to Posted Collateral held by
                        the Secured
                        Party;

                    


            

             

            
              	 	
                      (ii)

                    	
                      the
                        Pledgor may exercise any other rights and remedies available
                        to the
                        Pledgor under the terms of Other Posted Support, if
                        any;

                    


            

             

            
              	 	
                      (iii)

                    	
                      the
                        Secured Party will be obligated immediately to Transfer all
                        Posted
                        Collateral and the Interest Amount to the Pledgor;
                        and

                    


            

             

            
              	 	
                      (iv)

                    	
                      to
                        the extent that Posted Collateral or the Interest Amount
                        is not so
                        Transferred pursuant to (iii) above, the Pledgor
                        may:

                    


            

             

            
              	 	
                      (A)

                    	
                      Set-off
                        any amounts payable by the Pledgor with respect to any Obligations
                        against
                        any Posted Collateral or the Cash equivalent of any Posted
                        Collateral held
                        by the Secured Party (or any obligation of the Secured Party
                        to Transfer
                        that Posted Collateral); and

                    


            

             

            
              	 	
                      (B)

                    	
                      to
                        the extent that the Pledgor does not Set-off under (iv)(A)
                        above, withhold
                        payment of any remaining amounts payable by the Pledgor with
                        respect to
                        any Obligations, up to the Value of any remaining Posted
                        Collateral held
                        by the Secured Party, until that Posted Collateral is Transferred
                        to the
                        Pledgor.

                    


            

             

            
              	 	
                      (c)

                    	
                      Deficiencies
                        and Excess Proceeds  The
                        Secured Party will Transfer to the Pledgor any proceeds and
                        Posted Credit
                        Support remaining after liquidation, Set-off and/or application
                        under
                        Paragraphs 8(a) and 8(b) after satisfaction in full of all
                        amounts payable
                        by the Pledgor with respect to any Obligations; the Pledgor
                        in all events
                        will remain liable for any amounts remaining unpaid after
                        any liquidation,
                        Set-off and/or application under Paragraphs 8(a) and
                        8(b).

                    


            

             

            
              	 	
                      (d)

                    	
                      Final
                        Returns  When
                        no amounts are or thereafter may become payable by the Pledgor
                        with
                        respect to any Obligations (except for any potential liability
                        under
                        Section 2(d) of this Agreement), the Secured Party will Transfer
                        to the
                        Pledgor all Posted Credit Support and the Interest Amount,
                        if
                        any.

                    


            

             

            Paragraph
              9 Representations

             

            Each
              party represents to the other party (which representations will be
              deemed to be
              repeated as of each date on which it, as the Pledgor, Transfers Eligible
              Collateral) that:

             

            
              
                
                

              

              
                7

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (i)

                    	
                      it
                        has the power to grant a security interest in and lien on
                        any Eligible
                        Collateral it Transfers as the Pledgor and has taken all
                        necessary actions
                        to authorize the granting of that security interest and
                        lien;

                    


            

             

            
              	 	
                      (ii)

                    	
                      it
                        is the sole owner of or otherwise has the right to Transfer
                        all Eligible
                        Collateral it Transfers to the Secured Party hereunder, free
                        and clear of
                        any security interest, lien, encumbrance or other restrictions
                        other than
                        the security interest and lien granted under Paragraph
                        2;

                    


            

             

            
              	 	
                      (iii)

                    	
                      upon
                        the Transfer of any Eligible Collateral to the Secured Party
                        under the
                        terms of this Annex, the Secured Party will have a valid
                        and perfected
                        first priority security interest therein (assuming that any
                        central
                        clearing corporation or any third-party financial intermediary
                        or other
                        entity not within the control of the Pledgor involved in
                        the Transfer of
                        that Eligible Collateral gives the notices and takes the
                        action required
                        of it under applicable law for perfection of that interest);
                        and

                    


            

             

            
              	 	
                      (iv)

                    	
                      the
                        performance by it of its obligations under this Annex will
                        not result in
                        the creation of any security interest, lien or other encumbrance
                        on any
                        Posted Collateral other than the security interest and lien
                        granted under
                        Paragraph 2.

                    


            

             

            Paragraph
              10 Expenses

             

            
              	 	
                      (a)

                    	
                      General  Except
                        as otherwise provided in Paragraphs 10(b) and 10(c), each
                        party will pay
                        its own costs and expenses in connection with performing
                        its obligations
                        under this Annex and neither party will be liable for any
                        costs and
                        expenses incurred by the other party in connection
                        herewith.

                    


            

             

            
              	 	
                      (b)

                    	
                      Posted
                        Credit Support  The
                        Pledgor will promptly pay when due all taxes, assessments
                        or charges of
                        any nature that are imposed with respect to Posted Credit
                        Support held by
                        the Secured Party upon becoming aware of the same, regardless
                        of whether
                        any portion of that Posted Credit Support is subsequently
                        disposed of
                        under Paragraph 6(c), except for those taxes, assessments
                        and charges that
                        result from the exercise of the Secured Party’s rights under Paragraph
                        6(c).

                    


            

             

            
              	 	
                      (c)

                    	
                      Liquidation/Application
                        of Posted Credit Support  All
                        reasonable costs and expenses incurred by or on behalf of
                        the Secured
                        Party or the Pledgor in connection with the liquidation and/or
                        application
                        of any Posted Credit Support under Paragraph 8 will be payable,
                        on demand
                        and pursuant to the Expenses Section of this Agreement, by
                        the Defaulting
                        Party or, if there is no Defaulting Party, equally by the
                        parties.

                    


            

             

            Paragraph
              11 Miscellaneous

             

            
              	 	
                      (a)

                    	
                      Default
                        Interest  A
                        Secured Party that fails to make, when due, any Transfer
                        of Posted
                        Collateral or the Interest Amount will be obligated to pay
                        the Pledgor (to
                        the extent permitted under applicable law) an amount equal
                        to interest at
                        the Default Rate multiplied by the Value of the items of
                        property that
                        were required to be Transferred, from (and including) the
                        date that Posted
                        Collateral or Interest Amount was required to be Transferred
                        to (but
                        excluding) the date of Transfer of that Posted Collateral
                        or Interest
                        Amount. This interest will be calculated on the basis of
                        daily compounding
                        and the actual number of days
                        elapsed.

                    


            

             

            
              
                
                

              

              
                8

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (b)

                    	
                      Further
                        Assurances  Promptly
                        following a demand made by a party, the other party will
                        execute, deliver,
                        file and record any financing statement, specific assignment
                        or other
                        document and take any other action that may be necessary
                        or desirable and
                        reasonably requested by that party to create, preserve, perfect
                        or
                        validate any security interest or lien granted under Paragraph
                        2, to
                        enable that party to exercise or enforce its rights under
                        this Annex with
                        respect to Posted Credit Support or an Interest Amount or
                        to effect or
                        document a release of a security interest on Posted Collateral
                        or an
                        Interest Amount.

                    


            

             

            
              	 	
                      (c)

                    	
                      Further
                        Protection  The
                        Pledgor will promptly give notice to the Secured Party of,
                        and defend
                        against, any suit, action, proceeding or lien that involves
                        Posted Credit
                        Support Transferred by the Pledgor or that could adversely
                        affect the
                        security interest and lien granted by it under Paragraph
                        2, unless that
                        suit, action, proceeding or lien results from the exercise
                        of the Secured
                        Party’s rights under Paragraph
                        6(c).

                    


            

             

            
              	 	
                      (d)

                    	
                      Good
                        Faith and Commercially Reasonable Manner  Performance
                        of all obligations under this Annex, including, but not limited
                        to, all
                        calculations, valuations and determinations made by either
                        party, will be
                        made in good faith and in a commercially reasonable
                        manner.

                    


            

             

            
              	 	
                      (e)

                    	
                      Demands
                        and Notices  All
                        demands and notices made by a party under this Annex will
                        be made as
                        specified in the Notices Section of this Agreement, except
                        as otherwise
                        provided in Paragraph 13.

                    


            

             

            
              	 	
                      (f)

                    	
                      Specifications
                        of Certain Matters  Anything
                        referred to in this Annex as being specified in Paragraph
                        13 also may be
                        specified in one or more Confirmations or other documents
                        and this Annex
                        will be construed accordingly.

                    


            

             

            Paragraph
              12 Definitions

             

            As
              used
              in this Annex:

             

            “Cash”
means
              the lawful currency of the United States of America. 

             

            “Credit
              Support Amount”
has
              the
              meaning specified in Paragraph 3. 

             

            “Custodian”
has
              the
              meaning specified in Paragraphs 6(b)(i) and 13. 

             

            “Delivery
              Amount”
has
              the
              meaning specified in Paragraph 3(a). 

             

            “Disputing
              Party”
has
              the
              meaning specified in Paragraph 5.

             

            “Distributions”
means
              with respect to Posted Collateral other than Cash, all principal, interest
              and
              other payments and distributions of cash or other property with respect
              thereto,
              regardless of whether the Secured Party has disposed of that Posted
              Collateral
              under Paragraph 6(c). Distributions will not include any item of property
              acquired by the Secured Party upon any disposition or liquidation of
              Posted
              Collateral or, with respect to any Posted Collateral in the form of
              Cash, any
              distributions on that collateral, unless otherwise specified
              herein.

             

            “Eligible
              Collateral”
means,
              with respect to a party, the items, if any, specified as such for that
              party in
              Paragraph 13.

             

            “Eligible
              Credit Support”
means
              Eligible Collateral and Other Eligible Support.

             

            “Exposure”
means
              for any Valuation Date or other date for which Exposure is calculated
              and
              subject to Paragraph 5 in the case of a dispute, the amount, if any,
              that would
              be payable to a party that is the Secured Party by the other party
              (expressed as
              a positive number) or by a party that is the Secured Party to the other
              party
              (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A)
              of this
              Agreement as if all Transactions (or Swap Transactions) were being
              terminated as
              of the relevant Valuation Time; provided
              that
              Market Quotation will be determined by the Valuation Agent using its
              estimates
              at mid-market of the amounts that would be paid for Replacement Transactions
              (as
              that term is defined in the definition of “Market Quotation”).

             

            
              
                
                

              

              
                9

                
                  

                

              

              
                
                

              

            

             

            “Independent
              Amount”
means,
              with respect to a party, the amount specified as such for that party
              in
              Paragraph 13; if no amount is specified, zero.

             

            “Interest
              Amount”
means,
              with respect to an Interest Period, the aggregate sum of the amounts
              of interest
              calculated for each day in that Interest Period on the principal amount
              of
              Posted Collateral in the form of Cash held by the Secured Party on
              that day,
              determined by the Secured Party for each such day as follows:

             

            
              	
                    	(x)	
                      the
                        amount of that Cash on that day; multiplied by


                    


            

             

            
              	
                    	(y)	
                      the
                        Interest Rate in effect for that day; divided by
                        

                    


            

             

            
              	
                    	(z)	
                      360.

                    


            

             

            “Interest
              Period”
means
              the period from (and including) the last Local Business Day on which
              an Interest
              Amount was Transferred (or, if no Interest Amount has yet been Transferred,
              the
              Local Business Day on which Posted Collateral in the form of Cash was
              Transferred to or received by the Secured Party) to (but excluding)
              the Local
              Business Day on which the current Interest Amount is to be
              Transferred.

             

            “Interest
              Rate”
means
              the rate specified in Paragraph 13.

             

            “Local
              Business Day”,
              unless
              otherwise specified in Paragraph 13, has the meaning specified in the
              Definitions Section of this Agreement, except that references to a
              payment in
              clause (b) thereof will be deemed to include a Transfer under this
              Annex.

             

            “Minimum
              Transfer Amount”
means,
              with respect to a party, the amount specified as such for that party
              in
              Paragraph 13; if no amount is specified, zero.

             

            “Notification
              Time”
has
              the
              meaning specified in Paragraph 13.

             

            “Obligations”
means,
              with respect to a party, all present and future obligations of that
              party under
              this Agreement and any additional obligations specified for that party
              in
              Paragraph 13.

             

            “Other
              Eligible Support”
means,
              with respect to a party, the items, if any, specified as such for that
              party in
              Paragraph 13.

             

            “Other
              Posted Support”
means
              all Other Eligible Support Transferred to the Secured Party that remains
              in
              effect for the benefit of that Secured Party.

             

            “Pledgor”
means
              either party, when that party (i) receives a demand for or is required
              to
              Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred
              Eligible Credit Support under Paragraph 3(a).

             

            “Posted
              Collateral”
means
              all Eligible Collateral, other property, Distributions, and all proceeds
              thereof
              that have been Transferred to or received by the Secured Party under
              this Annex
              and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii)
              or
              6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest
              Amount
              or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will
              constitute Posted Collateral in the form of Cash.

             

            “Posted
              Credit Support”
means
              Posted Collateral and Other Posted Support.

             

            “Recalculation
              Date”
means
              the Valuation Date that gives rise to the dispute under Paragraph 5;
              provided,
              however,
              that if
              a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution
              of
              the dispute, then the “Recalculation Date” means the most recent Valuation Date
              under Paragraph 3.

             

            
              
                
                

              

              
                10

                
                  

                

              

              
                
                

              

            

             

            “Resolution
              Time”
has
              the
              meaning specified in Paragraph 13. 

             

            “Return
              Amount”
has
              the
              meaning specified in Paragraph 3(b).

             

            “Secured
              Party”
means
              either party, when that party (i) makes a demand for or is entitled
              to receive
              Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed
              to hold
              Posted Credit Support.

             

            “Specified
              Condition”
means,
              with respect to a party, any event specified as such for that party
              in Paragraph
              13. 

             

            “Substitute
              Credit Support”
has
              the
              meaning specified in Paragraph 4(d)(i). 

             

            “Substitution
              Date”
has
              the
              meaning specified in Paragraph 4(d)(ii).

             

            “Threshold”
means,
              with respect to a party, the amount specified as such for that party
              in
              Paragraph 13; if no amount is specified, zero.

             

            “Transfer”
means,
              with respect to any Eligible Credit Support, Posted Credit Support
              or Interest
              Amount, and in accordance with the instructions of the Secured Party,
              Pledgor or
              Custodian, as applicable:

             

            
              	 	
                      (i)

                    	
                      in
                        the case of Cash, payment or delivery by wire transfer into
                        one or more
                        bank accounts specified by the
                        recipient;

                    


            

             

            
              	 	
                      (ii)

                    	
                      in
                        the case of certificated securities that cannot be paid or
                        delivered by
                        book-entry, payment or delivery in appropriate physical form
                        to the
                        recipient or its account accompanied by any duly executed
                        instruments of
                        transfer, assignments in blank, transfer tax stamps and any
                        other
                        documents necessary to constitute a legally valid transfer
                        to the
                        recipient;

                    


            

             

            
              	 	
                      (iii)

                    	
                      in
                        the case of securities that can be paid or delivered by book-entry,
                        the
                        giving of written instructions to the relevant depository
                        institution or
                        other entity specified by the recipient, together with a
                        written copy
                        thereof to the recipient, sufficient if complied with to
                        result in a
                        legally effective transfer of the relevant interest to the
                        recipient;
                        and

                    


            

             

            
              	 	
                      (iv)

                    	
                      in
                        the case of Other Eligible Support or Other Posted Support,
                        as specified
                        in Paragraph 13.

                    


            

             

            “Valuation
              Agent”
has
              the
              meaning specified in Paragraph 13.

             

            “Valuation
              Date”
means
              each date specified in or otherwise determined pursuant to Paragraph
              13.

             

            “Valuation
              Percentage”
means,
              for any item of Eligible Collateral, the percentage specified in Paragraph
              13.


             

            “Valuation
              Time”
has
              the
              meaning specified in Paragraph 13.

             

            “Value”
means
              for any Valuation Date or other date for which Value is calculated
              and subject
              to Paragraph 5 in the case of a dispute, with respect to:

             

            
              	 	
                      (i)

                    	
                      Eligible
                        Collateral or Posted Collateral that
                        is:

                    


            

            

              
                	 	
                        (A)

                      	
                        Cash,
                          the amount thereof; and

                      


              

               

              
                	 	
                        (B)

                      	
                        a
                          security, the bid price obtained by the Valuation Agent
                          multiplied by the
                          applicable Valuation Percentage, if
                          any;

                      


              

               

            

            
              	 	
                      (ii)

                    	
                      Posted
                        Collateral that consists of items that are not specified
                        as Eligible
                        Collateral, zero; and 

                    


            

             

            
              	 	
                      (iii)

                    	
                      Other
                        Eligible Support and Other Posted Support, as specified in
                        Paragraph
                        13.

                    


            

             

            
              
                
                

              

              
                11

                
                  

                

              

              
                
                

              

            

             

            Paragraph
              13. Elections and Variables.

             

            
              	
                      (a)

                    	
                      Security
                        Interest for “Obligations”.
                        The term “Obligations”
                        as
                        used in this Annex includes the following additional
                        obligations:

                    


            

             

            With
              respect to Party A: not applicable.

             

            With
              respect to Party B: not applicable.

             

            
              	
                      (b)

                    	
                      Credit
                        Support Obligations.

                    


            

             

            
              	 	
                      (i)

                    	
                      Delivery
                        Amount, Return Amount and Credit Support
                        Amount.

                    


            

             

            
              	 	
                      (A)

                    	
                      “Delivery
                        Amount”
                        has the meaning specified in Paragraph 3(a) as amended (I)
                        by deleting the
                        words “upon a demand made by the Secured Party on or promptly following
                        a
                        Valuation Date” and inserting in lieu thereof the words “not later than
                        the close of business on each Valuation Date” and (II) by deleting in its
                        entirety the sentence beginning “Unless otherwise specified in Paragraph
                        13” and ending “(ii) the Value as of that Valuation Date of all Posted
                        Credit Support held by the Secured Party.” and inserting in lieu thereof
                        the following:

                    


            

             

            The
              “Delivery
              Amount”
              applicable to the Pledgor for any Valuation Date will equal the greatest
              of


             

            
              	 	
                      (1)
                        

                    	
                      the
                        amount by which (a) the S&P Credit Support Amount for such Valuation
                        Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                        Credit Support held by the Secured Party,


                    


            

             

            
              	 	
                      (2)
                        

                    	
                      the
                        amount by which (a) the Moody’s First Trigger Credit Support Amount for
                        such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                        Valuation Date of all Posted Credit Support held by the Secured
                        Party,
                        and

                    


            

             

            
              	 	
                      (3)
                        

                    	
                      the
                        amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                        such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                        such Valuation Date of all Posted Credit Support held by
                        the Secured
                        Party.

                    


            

             

            
              	 	
                      (B)

                    	
                      “Return
                        Amount”
                        has the meaning specified in Paragraph 3(b) as amended by
                        deleting in its
                        entirety the sentence beginning “Unless otherwise specified in Paragraph
                        13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                        thereof the following:

                    


            

             

            The
              “Return
              Amount”
              applicable to the Secured Party for any Valuation Date will equal the
              least of


             

            
              	 	
                      (1)
                        

                    	
                      the
                        amount by which (a) the S&P Value as of such Valuation Date of all
                        Posted Credit Support held by the Secured Party exceeds (b)
                        the S&P
                        Credit Support Amount for such Valuation Date,


                    


            

             

            
              	 	
                      (2)
                        

                    	
                      the
                        amount by which (a) the Moody’s First Trigger Value as of such Valuation
                        Date of all Posted Credit Support held by the Secured Party
                        exceeds (b)
                        the Moody’s First Trigger Credit Support Amount for such Valuation
                        Date,
                        and

                    


            

             

            
              	 	
                      (3)
                        

                    	
                      the
                        amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                        Date of all Posted Credit Support held by the Secured Party
                        exceeds (b)
                        the Moody’s Second Trigger Credit Support Amount for such Valuation
                        Date.

                    


            

             

            
              
                
                

              

              
                12

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (C)

                    	
                      “Credit
                        Support Amount”
                        shall not apply. For purposes of calculating any Delivery
                        Amount or Return
                        Amount for any Valuation Date, reference shall be made to
                        the S&P
                        Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                        the Moody’s Second Trigger Credit Support Amount, in each case for
                        such
                        Valuation Date, as provided in Paragraphs 13(b)(i)(A) and
                        13(b)(i)(B),
                        above.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Eligible
                        Collateral.
                        

                    


            

             

            On
              any
              date, the following items will qualify as “Eligible
              Collateral”
(for
              the avoidance of doubt, all Eligible Collateral to be denominated in
              USD):


             

            
              	
                       

                      ISDA
                        Collateral Asset Definition
                        (ICAD) Code 

                    	
                      Remaining
                        Maturity in Years

                    	
                      S&P
                        

                      Valuation
                        

                      Percentage

                    	
                      Moody’s

                      First
                        Trigger Valuation
                        Percentage

                    	
                      Moody’s

                      Second
                        Trigger

                      Valuation

                      Percentage

                    
	 	 	 	 	 
	
                      (A)
                        US-CASH

                    	
                      N/A

                    	
                      100%

                    	
                      100%

                    	
                      100%

                    
	 	 	 	 	 
	
                      (B)
                        US-TBILL

                      US-TNOTE

                      US-TBOND

                    	 	 	 	 
	 	 	 	 	 
	 	
                      1
                        or less

                    	
                      98.9%

                    	
                      100%

                    	
                      100%

                    
	 	 	 	 	 
	 	
                      More
                        than 1 but not more than 2

                    	
                      98.0%

                    	
                      100%

                    	
                      99%

                    
	 	 	 	 	 
	 	
                      More
                        than 2 but not more than 3

                    	
                      97.4%

                    	
                      100%

                    	
                      98%

                    
	 	 	 	 	 
	 	
                      More
                        than 3 but not more than 5

                    	
                      95.5%

                    	
                      100%

                    	
                      97%

                    
	 	 	 	 	 
	 	
                      More
                        than 5 but not more than 7

                    	
                      93.7%

                    	
                      100%

                    	
                      96%

                    
	 	 	 	 	 
	 	
                      More
                        than 7 but not more than 10

                    	
                      92.5%

                    	
                      100%

                    	
                      94%

                    
	 	 	 	 	 
	 	
                      More
                        than 10 but not more than 20

                    	
                      91.1%

                    	
                      100%

                    	
                      90%

                    
	 	 	 	 	 
	 	
                      More
                        than 20

                    	
                      88.6%

                    	
                      100%

                    	
                      88%

                    
	 	 	 	 	 
	
                      (C)
                        US-GNMA

                      US-FNMA

                      US-FHLMC

                    	 	 	 	 
	 	 	 	 	 
	 	
                      1
                        or less

                    	
                      98.5%

                    	
                      100%

                    	
                      99%

                    
	 	 	 	 	 
	 	
                      More
                        than 1 but not more than 2

                    	
                      97.7%

                    	
                      100%

                    	
                      99%

                    
	 	 	 	 	 
	 	
                      More
                        than 2 but not more than 3

                    	
                      97.3%

                    	
                      100%

                    	
                      98%

                    


            

             

            
              
                
                

              

              
                13

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      More
                        than 3 but not more than 5

                    	
                      94.5%

                    	
                      100%

                    	
                      96%

                    
	 	 	 	 	 
	 	
                      More
                        than 5 but not more than 7

                    	
                      93.1%

                    	
                      100%

                    	
                      93%

                    
	 	 	 	 	 
	 	
                      More
                        than 7 but not more than 10

                    	
                      90.7%

                    	
                      100%

                    	
                      93%

                    
	 	 	 	 	 
	 	
                      More
                        than 10 but not more than 20

                    	
                      87.7%

                    	
                      100%

                    	
                      89%

                    
	 	 	 	 	 
	 	
                      More
                        than 20

                    	
                      84.4%

                    	
                      100%

                    	
                      87%

                    


            

             

            The
              ISDA
              Collateral Asset Definition (ICAD) Codes used in this Paragraph 13(b)(ii)
              are
              taken from the Collateral Asset Definitions (First Edition June 2003)
              as
              published and copyrighted in 2003 by the International Swaps and Derivatives
              Association, Inc.

             

            
              	 	
                      (iii)

                    	
                      Other
                        Eligible Support. 

                    


            

             

            The
              following items will qualify as “Other
              Eligible Support”
              for the
              party specified: 

             

            Not
              applicable.

             

            
              	 	
                      (iv)

                    	
                      Threshold.

                    


            

             

            
              	 	
                      (A)

                    	
                      “Independent
                        Amount”
                        means zero with respect to Party A and Party
                        B.

                    


            

             

            
              	 	
                      (B)

                    	
                      “Threshold”
                        means, with respect to Party A and any Valuation Date, zero
                        (i) if a
                        Collateral Event has occurred and has been continuing (x)
                        for at least 30
                        days or (y) since this Annex was executed, or (ii) a S&P Required
                        Ratings Downgrade Event has occurred and is continuing; otherwise,
                        infinity.

                       

                      “Threshold”
                        means, with respect to Party B and any Valuation Date,
                        infinity.

                    


            

             

            
              	 	
                      (C)

                    	
                      “Minimum
                        Transfer Amount” means
                        USD 100,000 with respect to Party A and Party B; provided,
                        however, that
                        if the aggregate principal balance of Certificates and Notes
                        rated by
                        S&P ceases to be more than USD 50,000,000, the “Minimum
                        Transfer Amount”
                        shall be USD 50,000.

                    


            

             

            
              	 	
                      (D)

                    	
                      Rounding:
                        The Delivery Amount will be rounded up to the nearest integral
                        multiple of
                        USD 10,000. The Return Amount will be rounded down to the
                        nearest integral
                        multiple of USD 1,000.

                    


            

             

            
              	
                      (c)

                    	
                      Valuation
                        and Timing.

                    


            

             

            
              	 	
                      (i)

                    	
                      “Valuation
                        Agent”
                        means Party A. All calculations by the Valuation Agent must
                        be made in
                        accordance with standard market
                        practice.

                    


            

             

            
              	 	
                      (ii)

                    	
                      “Valuation
                        Date” means
                        each Local Business Day on which any of the S&P Credit Support Amount,
                        the Moody’s First Trigger Credit Support Amount or the Moody’s Second
                        Trigger Credit Support Amount is greater than
                        zero.

                    


            

             

            
              	 	
                      (iii)

                    	
                      “Valuation
                        Time” means
                        the close of business in the city of the Valuation Agent
                        on the Local
                        Business Day immediately preceding the Valuation Date or
                        date of
                        calculation, as applicable; provided
                        that the calculations of Value and Exposure will be made
                        as of
                        approximately the same time on the same date.


                    


            

             

            
              
                
                

              

              
                14

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (iv)

                    	
                      “Notification
                        Time” means
                        11:00 a.m., New York time, on a Local Business Day.
                        

                    


            

             

            
              	 	
                      (v)

                    	
                      External
                        Verification.
                        Notwithstanding anything to the contrary in the definitions
                        of Valuation
                        Agent or Valuation Date, at any time at which Party A (or,
                        to the extent
                        applicable, its Credit Support Provider) does not have a
                        long-term
                        unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                        the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                        the S&P Value of Posted Credit Suppport on each Valuation Date
                        based
                        on internal marks and (B) verify such calculations with external
                        marks
                        monthly by obtaining on the last Local Business Day of each
                        calendar month
                        two external marks for each Transaction to which this Annex
                        relates and
                        for all Posted Credit Suport; such verification of the Secured
                        Party’s
                        Exposure shall be based on the higher of the two external
                        marks. Each
                        external mark in respect of a Transaction shall be obtained
                        from an
                        independent Reference Market-maker that would be eligible
                        and willing to
                        enter into such Transaction in the absence of the current
                        derivative
                        provider, provided that an external mark may not be obtained
                        from the same
                        Reference Market-maker more than four times in any 12-month
                        period. The
                        Valuation Agent shall obtain these external marks directly
                        or through an
                        independent third party, in either case at no cost to Party
                        B. The
                        Valuation Agent shall calculate on each Valuation Date (for
                        purposes of
                        this paragraph, the last Local Business Day in each calendar
                        month
                        referred to above shall be considered a Valuation Date) the
                        Secured
                        Party’s Exposure based on the greater of the Valuation Agent’s internal
                        marks and the external marks received. If the S&P Value on any such
                        Valuation Date of all Posted Credit Support then held by
                        the Secured Party
                        is less than the S&P Credit Support Amount on such Valuation Date (in
                        each case as determined pursuant to this paragraph), Party
                        A shall, within
                        three Local Business Days of such Valuation Date, Transfer
                        to the Secured
                        Party Eligible Credit Support having an S&P Value as of the date of
                        Transfer at least equal to such
                        deficiency.

                    


            

             

            
              	 	
                      (vi)

                    	
                      Notice
                        to S&P.
                        At
                        any time at which Party A (or, to the extent applicable,
                        its Credit
                        Support Provider) does not have a long-term unsubordinated
                        and unsecured
                        debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                        provide to S&P not later than the Notification Time on the Local
                        Business Day following each Valuation Date its calculations
                        of the Secured
                        Party’s Exposure and the S&P Value of any Eligible Credit Support or
                        Posted Credit Support for that Valuation Date. The Valuation
                        Agent shall
                        also provide to S&P any external marks received pursuant to the
                        preceding paragraph.

                    


            

             

            
              	
                      (d)

                    	
                      Conditions
                        Precedent and Secured Party’s Rights and
                        Remedies.
                        The following Termination Events will be a “Specified
                        Condition”
                        for the party specified (that party being the Affected Party
                        if the
                        Termination Event occurs with respect to that party): With
                        respect to
                        Party A: any Additional Termination Event with respect to
                        which Party A is
                        the sole Affected Party. With respect to Party B:
                        None.

                    


            

             

            
              	
                      (e)

                    	
                      Substitution.

                    


            

             

            
              	 	
                      (i)

                    	
                      “Substitution
                        Date”
                        has the meaning specified in Paragraph
                        4(d)(ii).

                    


            

             

            
              	 	
                      (ii)

                    	
                      Consent.
                        If
                        specified here as applicable, then the Pledgor must obtain
                        the Secured
                        Party’s consent for any substitution pursuant to Paragraph 4(d):
                        Inapplicable.

                    


            

             

            
              	
                      (f)

                    	
                      Dispute
                        Resolution.

                    


            

             

            
              	 	
                      (i)

                    	
                      “Resolution
                        Time”
                        means 11:00 a.m. New York time on the Local Business Day
                        following the
                        date on which the notice of the dispute is given under Paragraph
                        5.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Value.
                        Notwithstanding anything to the contrary in Paragraph 12,
                        for the purpose
                        of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                        Value, and Moody’s Second Trigger Value, on any date, of Eligible
                        Collateral other than Cash will be calculated as follows:
                        

                    


            

             

            
              
                
                

              

              
                15

                
                  

                

              

              
                
                

              

               

            

            
              	 	 	For Eligible Collateral in the form of securities
                      listed
                      in Paragraph 13(b)(ii): the sum of (A) the product of (1)(x)
                      the bid price
                      at the Valuation Time for such securities on the principal
                      national
                      securities exchange on which such securities are listed, or
                      (y) if such
                      securities are not listed on a national securities exchange,
                      the bid price
                      for such securities quoted at the Valuation Time by any principal
                      market
                      maker for such securities selected by the Valuation Agent,
                      or (z) if no
                      such bid price is listed or quoted for such date, the bid price
                      listed or
                      quoted (as the case may be) at the Valuation Time for the day
                      next
                      preceding such date on which such prices were available and
                      (2) the
                      applicable Valuation Percentage for such Eligible Collateral,
                      and (B) the
                      accrued interest on such securities (except to the extent Transferred
                      to
                      the Pledgor pursuant to Paragraph 6(d)(ii) or included in the
                      applicable
                      price referred to in the immediately preceding clause (A))
                      as of such
                      date.


            

             

            
              	 	
                      (iii)

                    	
                      Alternative.
                        The provisions of Paragraph 5 will
                        apply.

                    


            

             

            
              	
                      (g)

                    	
                      Holding
                        and Using Posted
                        Collateral.

                    


            

             

            
              	 	
                      (i)

                    	
                      Eligibility
                        to Hold Posted Collateral; Custodians.  Party
                        B (or any Custodian) will be entitled to hold Posted Collateral
                        pursuant
                        to Paragraph 6(b). 

                       

                      
                        Party
                          B may appoint as Custodian (A) the entity then serving
                          as Trustee or (B)
                          any entity other than the entity then serving as Trustee
                          if such other
                          entity (or, to the extent applicable, its parent company
                          or credit support
                          provider) shall then have a short-term unsecured and unsubordinated
                          debt
                          rating from S&P of at least “A-1.”

                         

                        Initially,
                          the Custodian
                          for Party B is: the Supplemental Interest Trust Trustee
                          of the
                          Supplemental Interest Trust.

                      

                    


            

             

            
              	 	
                      (ii)

                    	
                      Use
                        of Posted Collateral. The
                        provisions of Paragraph 6(c)(i) will not apply to Party B,
                        but the
                        provisions of Paragraph 6(c)(ii) will apply to Party B.
                        

                    


            

             

            
              	
                      (h)

                    	
                      Distributions
                        and Interest Amount.

                    


            

             

            
              	 	
                      (i)

                    	
                      Interest
                        Rate.
                        The “Interest
                        Rate”
                        will be the actual interest rate earned on Posted Collateral
                        in the form
                        of Cash that is held by Party B or its
                        Custodian.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Transfer
                        of Interest Amount.
                        The Transfer of the Interest Amount will be made on the second
                        Local
                        Business Day following the end of each calendar month and
                        on any other
                        Local Business Day on which Posted Collateral in the form
                        of Cash is
                        Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                        however,
                        that the obligation of Party B to Transfer any Interest Amount
                        to Party A
                        shall be limited to the extent that Party B has earned and
                        received such
                        funds and such funds are available to Party B.


                    


            

             

            
              	 	
                      (iii)

                    	
                      Alternative
                        to Interest Amount.
                        The provisions of Paragraph 6(d)(ii) will
                        apply.

                    


            

             

            
              	
                      (i)

                    	
                      Additional
                        Representation(s).
                        There are no additional representations by either
                        party.

                    


            

             

            
              	
                      (j)

                    	
                      Other
                        Eligible Support and Other Posted Support.

                    


            

             

            
              	 	
                      (i)

                    	
                      “Value”
                        with respect to Other Eligible Support and Other Posted Support
                        means: not
                        applicable. 

                    


            

             

            
              	 	
                      (ii)

                    	
                      “Transfer”
                        with respect to Other Eligible Support and Other Posted Support
                        means: not
                        applicable.

                    


            

             

            
              
                
                

              

              
                16

                
                  

                

              

              
                
                

              

            

             

            
              	
                      (k)

                    	
                      Demands
                        and Notices.All
                        demands, specifications and notices under this Annex will
                        be made pursuant
                        to the Notices Section of this Agreement, except that any
                        demand,
                        specification or notice shall be given to or made at the
                        following
                        addresses, or at such other address as the relevant party
                        may from time to
                        time designate by giving notice (in accordance with the terms
                        of this
                        paragraph) to the other party:

                       

                      
                        If
                          to Party A, at the address specified pursuant to the Notices
                          Section of
                          this Agreement.

                         

                        If
                          to Party B, at the address specified pursuant to the Notices
                          Section of
                          this Agreement.

                         

                        If
                          to Party B’s Custodian, at such address as will be provided from time
                          to
                          time. 

                      

                    


            

             

            
              	
                      (l)

                    	
                      Address
                        for Transfers.
                        Each Transfer hereunder shall be made to the address specified
                        below or to
                        an address specified in writing from time to time by the
                        party to which
                        such Transfer will be made.

                    


            

             

            
              	 	
                      Party
                        A account details:

                       

                      For
                        the account of The Royal Bank of Scotland Financial Markets
                        Fixed Income
                        and Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM
                        with
                        JPMorgan Chase Bank, New York CHASUS33, ABA # 021000021

                       

                      Account
                        Number 400930153

                    


            

             

            
              	 	
                      Party
                        B account details:

                       

                      Wells
                        Fargo Bank, NA

                      ABA
                        # 121000248

                      Account
                        Name: SAS Clearing Account #3970771416

                      FFC
                        to: 50969502, ACE 2006-ASAP6 Supplemental Interest Trust
                        Account

                    


            

             

            
              	 	
                      Party
                        B’s Custodian account details:

                       

                      Wells
                        Fargo Bank, NA

                      ABA
                        # 121000248

                      Account
                        Name: SAS Clearing Account #3970771416

                      FFC
                        to: 50969502, ACE 2006-ASAP6 Supplemental Interest Trust
                        Account

                    


            

             

            
              	
                      (m)

                    	
                      Other
                        Provisions.

                    


            

             

            
              	 	
                      (i)

                    	
                      Collateral
                        Account.
                        Party B shall open and maintain a segregated account, which
                        shall be an
                        Eligible Account, and hold, record and identify all Posted
                        Collateral in
                        such segregated account.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Agreement
                        as to Single Secured Party and Single Pledgor.
                        Party A and Party B hereby agree that, notwithstanding anything
                        to the
                        contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                        means only Party B, (b) the term “Pledgor” as used in this Annex means
                        only Party A, (c) only Party A makes the pledge and grant
                        in Paragraph 2,
                        the acknowledgement in the final sentence of Paragraph 8(a)
                        and the
                        representations in Paragraph 9.

                    


            

             

            
              	 	
                      (iii)

                    	
                      Calculation
                        of Value.
                        Paragraph 4(c) is hereby amended by deleting the word “Value” and
                        inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                        Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                        deleting the words “a Value” and inserting in lieu thereof “an S&P
                        Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                        (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                        Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                        Paragraph 5 (flush language) is hereby amended by deleting
                        the word
                        “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                        Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                        language) is hereby amended by deleting the word “Value” and inserting in
                        lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                        Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                        word “the Value, if” and inserting in lieu thereof “any one or more of the
                        S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                        Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                        first instance of the words “the Value” and inserting in lieu thereof “any
                        one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                        Second Trigger Value” and (2) deleting the second instance of the words
                        “the Value” and inserting in lieu thereof “such disputed S&P Value,
                        Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                        Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
                        by deleting
                        the word “Value” and inserting in lieu thereof “least of the S&P
                        Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                        

                    


            

             

            
              
                
                

              

              
                17

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (iv)

                    	
                      Form
                        of Annex. Party
                        A and Party B hereby agree that the text of Paragraphs 1
                        through 12,
                        inclusive, of this Annex is intended to be the printed form
                        of ISDA Credit
                        Support Annex (Bilateral Form - ISDA Agreements Subject to
                        New York Law
                        Only version) as published and copyrighted in 1994 by the
                        International
                        Swaps and Derivatives Association,
                        Inc.

                    


            

             

            
              	 	
                      (v)

                    	
                      Events
                        of Default.
                        Paragraph 7 will not apply to cause any Event of Default
                        to exist with
                        respect to Party B except that Paragraph 7(i) will apply
                        to Party B solely
                        in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                        Support Annex. Notwithstanding anything to the contrary in
                        Paragraph 7,
                        any failure by Party A to comply with or perform any obligation
                        to be
                        complied with or performed by Party A under the Credit Support
                        Annex shall
                        only be an Event of Default if (A) a Required Ratings Downgrade
                        Event has
                        occurred and been continuing for 30 or more Local Business
                        Days and (B)
                        such failure is not remedied on or before the third Local
                        Business Day
                        after notice of such failure is given to Party
                        A.

                    


            

             

            
              	 	
                      (vi)

                    	
                      Expenses.
                        Notwithstanding anything to the contrary in Paragraph 10,
                        the Pledgor will
                        be responsible for, and will reimburse the Secured Party
                        for, all transfer
                        and other taxes and other costs involved in any Transfer
                        of Eligible
                        Collateral.

                    


            

             

            
              	 	
                      (vii)

                    	
                      Withholding.
                        Paragraph 6(d)(ii) is hereby amended by inserting immediately
                        after “the
                        Interest Amount” in the fourth line thereof the words “less any applicable
                        withholding taxes.”

                    


            

             

            
              	 	(viii)	
                      Additional Definitions.
                        As used in this Annex:

                       

                      
                        “Collateral
                          Event” means
                          that no Relevant Entity has credit ratings at least equal
                          to the Approved
                          Ratings Threshold.

                         

                        “DV01”
                          means, with respect to a Transaction and any date of determination,
                          the
                          estimated change in the Secured Party’s Transaction Exposure with respect
                          to such Transaction that would result from a one basis
                          point change in the
                          relevant swap curve on such date, as determined by the
                          Valuation Agent in
                          good faith and in a commercially reasonable manner. The
                          Valuation Agent
                          shall, upon request of Party B, provide to Party B a statement
                          showing in
                          reasonable detail such calculation.

                         

                        “Exposure”
                          has the meaning specified in Paragraph 12, except that
                          after the word
                          “Agreement” the words “(assuming, for this purpose only, that Part 1(f) of
                          the Schedule is deleted)” shall be inserted. 

                         

                        “Local
                          Business Day”
                          means: any day on which (A) commercial banks are open for
                          business
                          (including dealings in foreign exchange and foreign currency
                          deposits) in
                          New York and the location of Party A, Party B and any Custodian,
                          and (B)
                          in relation to a Transfer of Eligible Collateral, any day
                          on which the
                          clearance system agreed between the parties for the delivery
                          of Eligible
                          Collateral is open for acceptance and execution of settlement
                          instructions
                          (or in the case of a Transfer of Cash or other Eligible
                          Collateral for
                          which delivery is contemplated by other means a day on
                          which commercial
                          banks are open for business (including dealings in foreign
                          exchange and
                          foreign deposits) in New York and the location of Party
                          A, Party B and any
                          Custodian. 

                      

                    


            

             

            
              
                
                

              

              
                18

                
                  

                

              

              
                
                

              

            

             

            
              	 	 	
                      “Moody’s
                        First Trigger Event” means
                        that no Relevant Entity has credit ratings from Moody’s at least equal to
                        the Moody’s First Trigger Ratings Threshold.

                       

                      “Moody’s
                        First Trigger Credit Support Amount” means,
                        for any Valuation Date, the excess, if any,
                        of

                    


            

             

            
              	 	
                      (I)

                    	
                      (A)

                    	
                      for
                        any Valuation Date on which (I) a Moody’s First Trigger Event has occurred
                        and has been continuing (x) for at least 30 Local Business
                        Days or (y)
                        since this Annex was executed and (II) it is not the case
                        that a Moody’s
                        Second Trigger Event has occurred and been continuing for
                        at least 30
                        Local Business Days, the greater of (a) zero and (b) the
                        sum of (i) the
                        Secured Party’s Transaction Exposure for such Valuation Date and (ii) the
                        sum for each Transaction to which this Annex relates, of
                        the lesser of (x)
                        the product of the Moody’s First Trigger DV01 Multiplier and DV01 for such
                        Transaction and such Valuation Date and (y) the product of
                        Moody’s First
                        Trigger Notional Amount Multiplier and the Notional Amount
                        for such
                        Transaction for the Calculation Period which includes such
                        Valuation
                        Date;
                        or

                    


            

             

            
              	
                    	(B)	
                      for
                        any other Valuation Date, zero,
                        over

                    


            

             

            
              	
                    	(II)	
                      the
                        Threshold for Party A such Valuation
                        Date.

                    


            

             

            
              
                	 	 	
                        
                          “Moody’s
                            First Trigger DV01 Multiplier”
                            means 15.

                           

                          “Moody’s
                            First Trigger Value”
                            means, on any date and with respect to any Eligible Collateral
                            other than
                            Cash, the bid price obtained by the Valuation Agent multiplied
                            by the
                            Moody’s First Trigger Valuation Percentage for such Eligible
                            Collateral
                            set forth in Paragraph 13(b)(ii).

                           

                          “Moody’s
                            First Trigger Notional Amount Multiplier”
                            means 2%.

                           

                          “Moody’s
                            Second Trigger Event” means
                            that no Relevant Entity has credit ratings from Moody’s at least equal to
                            the Moody’s Second Trigger Ratings Threshold.

                           

                          “Moody’s
                            Second Trigger Credit Support Amount”
                            means, for any Valuation Date, the excess, if any,
                            of

                        

                      


              

               

            

            
              	 	
                      (I)

                    	
                      (A)

                    	
                      for
                        any Valuation Date on which it is the case that a Moody’s Second Trigger
                        Event has occurred and been continuing for at least 30 Local
                        Business
                        Days, the sum, for each Transaction to which this Annex relates,
                        of an
                        amount equal to the following:

                    


            

             

            if
              such
              Transaction is not a Transaction-Specific Hedge, 

             

            the
              greatest of (a) zero, (b) the amount of the next payment due to be
              paid by Party
              A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
              Exposure for such Transaction and such Valuation Date and (y) the lesser
              of (i)
              the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for such
              Transaction and such Valuation Date and (ii) the product of the Moody’s Second
              Trigger Notional Amount Multiplier and the Notional Amount for such
              Transaction
              for the Calculation Period which includes such Valuation Date;
              or

             

            
              
                
                

              

              
                19

                
                  

                

              

              
                
                

              

            

             

            if
              such
              Transaction is a Transaction-Specific Hedge, 

             

            the
              greatest of (a) zero, (b) the amount of the next payment due to be
              paid by Party
              A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
              Exposure for such Transaction and such Valuation Date and (y) the lesser
              of (i)
              the product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
              Multiplier and DV01 for such Transaction and such Valuation Date and
              (ii) the
              product of the Moody’s Second Trigger Transaction-Specific Hedge Notional Amount
              Multiplier and the Notional Amount for such Transaction for the Calculation
              Period which includes such Valuation Date;

             

            or
              

             

            
              	 	
                      (B)

                    	
                      for
                        any other Valuation Date, zero,
                        over

                    


            

             

            
              	
                    	(II)	
                      the
                        Threshold for Party A for such Valuation
                        Date.

                    


            

             

            
              
                	 	 	
                        
                          “Moody’s
                            Second Trigger DV01 Multiplier”
                            means 50.

                           

                          “Moody’s
                            Second Trigger Transaction-Specific Hedge DV01
                            Multiplier”
                            means 65.

                           

                          “Moody’s
                            Second Trigger Transaction-Specific Hedge Notional Amount
                            Multiplier”
                            means 10%.

                           

                          “Moody’s
                            Second Trigger Value”
                            means, on any date and with respect to any Eligible Collateral
                            other than
                            Cash, the bid price obtained by the Valuation Agent multiplied
                            by the
                            Moody’s Second Trigger Valuation Percentage for such Eligible
                            Collateral
                            set forth in Paragraph 13(b)(ii).

                           

                          “Moody’s
                            Second Trigger Notional Amount Multiplier”
                            means 8%.

                           

                          “S&P
                            Credit Support Amount”
                            means, for any Valuation Date, the excess, if any,
                            of

                        

                      


              

               

            

            
              	 	
                      (I)

                    	
                      (A)
                        

                    	
                      for
                        any Valuation Date on which (i) an S&P Rating Threshold Event has
                        occurred and been continuing for at least 30 days, or (ii)
                        a S&P
                        Required Ratings Downgrade Event has occurred and is continuing,
                        an amount
                        equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                        Valuation Date and (2) the sum, for each Transaction to which
                        this Annex
                        relates, of the product of the Volatility Buffer for such
                        Transaction and
                        the Notional Amount of such Transaction for the Calculation
                        Period of such
                        Transaction which includes such Valuation Date, or
                        

                    


            

             

            
              	 	
                      (B)

                    	
                      for
                        any other Valuation Date, zero,
                        over

                    


            

             

            
              	
                    	(II)	
                      the
                        Threshold for Party A for such Valuation
                        Date.

                    


            

             

            “S&P
              Rating Threshold Event”
              means,
              on any date, no Relevant Entity has credit ratings from S&P which equal or
              exceed the S&P Approved Ratings Threshold.

             

            
              
                
                

              

              
                20

                
                  

                

              

              
                
                

              

            

             

            
              
                	 	 	
                        
                          “S&P
                            Value”
                            means, on any date and with respect to any Eligible Collateral
                            other than
                            Cash, the product of (A) the bid price obtained by the
                            Valuation Agent for
                            such Eligible Collateral and (B) the S&P Valuation Percentage for such
                            Eligible Collateral set forth in paragraph 13(b)(ii).

                           

                          “Transaction
                            Exposure”
                            means, for any Transaction, Exposure determined as if
                            such Transaction
                            were the only Transaction between the Secured Party and
                            the
                            Pledgor.

                           

                          “Transaction-Specific
                            Hedge” means
                            any Transaction that is an interest rate cap, interest
                            rate floor or
                            interest rate swaption, or an interest rate swap if (x)
                            the notional
                            amount of the interest rate swap is “balance guaranteed” or (y) the
                            notional amount of the interest rate swap for any Calculation
                            Period
                            otherwise is not a specific dollar amount that is fixed
                            at the inception
                            of the Transaction.

                           

                          “Valuation
                            Percentage”
                            shall mean, for purposes of determining the S&P Value, Moody’s First
                            Trigger Value, or Moody’s Second Trigger Value with respect to any
                            Eligible Collateral or Posted Collateral, the applicable
                            S&P Valuation
                            Percentage, Moody’s First Trigger Valuation Percentage, or Moody’s Second
                            Trigger Valuation Percentage for such Eligible Collateral
                            or Posted
                            Collateral, respectively, in each case as set forth in
                            Paragraph
                            13(b)(ii).

                           

                          “Value”
                            shall mean, in respect of any date, the related S&P Value, the related
                            Moody’s First Trigger Value, and the related Moody’s Second Trigger
                            Value.

                           

                          “Volatility
                            Buffer”
                            means, for any Transaction, the related percentage set
                            forth in the
                            following table. 

                        

                      


              

               

            

            
            

            
              	
                      The
                        higher of the S&P

                      short-term
                        credit rating

                      of
                        (i) Party A and (ii) the

                      Credit
                        Support Provider

                      of
                        Party A, if applicable

                    	
                      Remaining

                      Weighted

                      Average

                      Maturity
                        

                      up
                        to 3 years

                    	
                      Remaining

                      Weighted

                      Average

                      Maturity

                      up
                        to 5 years

                    	
                      Remaining

                      Weighted

                      Average

                      Maturity

                      up
                        to 10 years

                    	
                      Remaining

                      Weighted

                      Average

                      Maturity

                      up
                        to 30 years

                    
	
                      At
                        least “A-2”

                    	
                      2.75%

                    	
                      3.25%

                    	
                      4.00%

                    	
                      4.75%

                    
	
                      “A-3”

                    	
                      3.25%

                    	
                      4.00%

                    	
                      5.00%

                    	
                      6.25%

                    
	
                      “BB+”
                        or
                        lower

                    	
                      3.50%

                    	
                      4.50%

                    	
                      6.75%

                    	
                      7.50%

                    


            

             

             

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              of this page intentionally left blank]

             

            
              
                
                

              

              
                21

                
                  

                

              

              
                
                

              

            

             

            IN
              WITNESS WHEREOF, the parties have executed this Annex by their duly
              authorized
              representatives as of the date of the Agreement.

             

             

             

            
              	 	
                      The
                        Royal Bank of Scotland plc 

                    	 	
                      HSBC
                        Bank USA, National Association, not individually, but solely
                        as
                        Supplemental Interest Trust Trustee on behalf of the Supplemental
                        Interest
                        Trust with respect to the ACE Securities Corp. Home Equity
                        Loan Trust,
                        Series 2006-ASAP6 Asset Backed Pass-Through
                        Certificates

                    
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ David E. Wagner	 	By:	/s/ Fernando Acebedo
	 	
                      

                      Name:
                        David E. Wagner

                      Title:
                        Managing Director

                      Date:
                        November 29, 2006

                    	 	 	
                      

                      Name:
                        Fernando Acebedo

                      Title:
                        Vice President

                      Date:
                        November 29, 2006 

                    


            

          

        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          J

        


        CAP
          CONTRACTS

        
           

          
            	 	
                    

                  
	 	
                    Financial
                      Markets

                    280
                      Bishopsgate

                    London
                      EC2M 4RB

                  
	 	 
	
                    Memorandum

                  	
                    November
                      29, 2006

                  


          

          


          
            	
                    To:

                  	
                    HSBC
                      Bank USA, National Association, not in its individual capacity,
                      but

                    solely
                      as Trustee with respect to ACE Securities Corp. Home Equity
                      Loan Trust,
                      

                    Series
                      2006-ASAP6 Asset Backed Pass-Through Certificates (“Party
                      B”)

                     

                    Wells
                      Fargo Bank, National Association

                    9062
                      Old Annapolis Road

                    Columbia,
                      Maryland 21045

                    Tel:
                      410-884-2000

                    Attn:
                      Client Manager, ACE 2006-ASAP6

                    Fax:
                      410-715-2380

                  


          

           

          
            	
                    From:

                     

                     

                     

                     

                  	
                    The
                      Royal Bank of Scotland plc (“Party
                      A”)

                    c/o
                      RBS Financial Markets

                    Level
                      7, 135 Bishopsgate

                    London
                      EC2M 3UR

                    Attn:
                      Head of Legal, Financial Markets 

                    Tel:
                      44 207 085 5000

                    Fax:
                      44 207 085 8411

                  
	 	 
	
                    Copy
                      To:

                  	
                    Greenwich
                      Capital Markets, Inc.

                    600
                      Steamboat Road

                    Greenwich,
                      CT 06830

                    Attn:
                      Legal Department - Derivatives Documentation

                    Tel.:
                      203-618-2576

                    Fax:
                      203-618-2533/34

                  
	 	 
	
                    Our
                      Reference Number:

                  	
                    IRG16133296

                  


          

           

          The
            purpose of this long-form confirmation (“Confirmation”)
            is to
            confirm the terms and conditions of the current Transaction entered into
            on the
            Trade Date specified below (the “Transaction”)
            between Party A and
            HSBC
            Bank USA, National Association, not individually, but solely as trustee
            (the
“Trustee”) on behalf of ACE Securities Corp. Home Equity Loan Trust, Series
            2006-ASAP6 (the “Trust”)
            created under the Pooling and Servicing Agreement, dated as of November
            1, 2006,
            among Ace Securities Corp. (the “Depositor”), Ocwen Loan Servicing, LLC (the
“Servicer”), Wells Fargo Bank, National Association (the “Master Servicer” and
            the “Securities Administrator”), and the Trustee (the “Pooling
            and Servicing Agreement”).
            This
            Confirmation evidences a complete and binding agreement between you and
            us to
            enter into the Transaction on the terms set forth below and replaces
            any
            previous agreement between us with respect to the subject matter hereof.
            This
            Confirmation constitutes a “Confirmation”
            and also
            constitutes a “Schedule”
            as
            referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
            Support
            Annex to the Schedule. 



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          
            	
                    1.

                  	
                    This
                      Confirmation shall supplement, form a part of, and be subject
                      to an
                      agreement in the form of the ISDA Master Agreement (Multicurrency
                      - Cross
                      Border) as published and copyrighted in 1992 by the International
                      Swaps
                      and Derivatives Association, Inc. (the “ISDA
                      Master Agreement”),
                      as if Party A and Party B had executed an agreement in such
                      form on the
                      date hereof, with a Schedule as set forth in Item 3 of this
                      Confirmation,
                      and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                      Subject
                      to New York Law Only version) as published and copyrighted
                      in 1994 by the
                      International Swaps and Derivatives Association, Inc., with
                      Paragraph 13
                      thereof as set forth in Annex A hereto (the “Credit
                      Support Annex”).
                      For the avoidance of doubt, the Transaction described herein
                      shall be the
                      sole Transaction governed by such ISDA Master Agreement. In
                      the event of
                      any inconsistency among any of the following documents, the
                      relevant
                      document first listed shall govern: (i) this Confirmation,
                      exclusive of
                      the provisions set forth in Item 3 hereof and Annex A hereto;
                      (ii) the
                      provisions set forth in Item 3 hereof, which are incorporated
                      by reference
                      into the Schedule; (iii) the Credit Support Annex; (iv) the
                      Definitions;
                      and (v) the ISDA Master Agreement.

                  


          

          


          Each
            reference herein to a “Section” (unless specifically referencing the Pooling and
            Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
            a reference to a Section of the ISDA Master Agreement; each herein reference
            to
            a “Part” will be construed as a reference to the provisions herein deemed
            incorporated in a Schedule to the ISDA Master Agreement; each reference
            herein
            to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
            Support Annex.

           


          
            
              
              

            

            
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                      2.

                    	
                      The
                        terms of the particular Transaction to which this Confirmation
                        relates are
                        as follows:

                    
	 	 	 
	 	
                      Type
                        of Transaction:

                    	
                      Interest
                        Rate Cap

                    
	 	 	 
	 	
                      Notional
                        Amount:

                    	
                      With
                        respect to any Calculation Period, the lesser of (i) the
                        amount set forth
                        for such period on Schedule I attached hereto and (ii) the
                        aggregate
                        Certificate Principal Balance of the Class A-1A Certificates,
                        the
                        Mezzanine Certificates and the Class CE Certificates (together,
                        the
                        “Certificates”)
                        immediately preceding the Distribution Date which occurs
                        in the calendar
                        month of the Floating Rate Payer Payment Date for such Calculation
                        Period
                        (determined for this purpose without regard to any adjustment
                        of the
                        Floating Rate Payer Payment Date or Distribution Date relating
                        to business
                        days) (the “Relevant
                        Balance”).

                    
	 	 	 
	 	 	
                      The
                        Securities Administrator shall make available each month
                        on its website a
                        statement containing the Relevant Balance at least five (5)
                        Business Days
                        prior to the related Floating Rate Payer Payment Date, and
                        Party A shall
                        be entitled to rely conclusively upon such statement. The
                        Securities
                        Administrator’s internet website is located at www.ctslink.com and
                        assistance in using the website can be obtained by calling
                        (301) 815-6600.
                        

                    
	 	 	 
	 	 	
                      Any
                        payment by Party A to Party B in excess of the amount due
                        under this
                        Transaction on any Floating Rate Payer Payment Date (as a
                        result of the
                        Notional Amount for the related Calculation Period being
                        other than the
                        amount set forth in Schedule I hereto for such Calculation
                        Period) shall
                        be returned by Party B to Party A as soon as Party B becomes
                        aware of such
                        overpayment. Other than the return of such overpayment, neither
                        Party B
                        nor Party A shall incur any penalty or liability hereunder
                        with respect to
                        such overpayment.

                    
	 	 	 
	 	
                      Trade
                        Date:

                    	
                      November
                        22, 2006

                    
	 	 	 
	 	
                      Effective
                        Date:

                    	
                      November
                        29, 2006

                    
	 	 	 
	 	
                      Termination
                        Date:

                    	
                      May
                        25, 2007, subject to adjustment in accordance with the Business
                        Day
                        Convention.

                    
	 	 	 
	 	
                      Fixed
                        Amount:

                    	 
	 	 	 
	 	
                      Fixed
                        Amount Payer:

                    	
                      Party
                        B

                    
	 	 	 
	 	
                      Fixed
                        Amount Payer

                    	 
	 	
                      Payment
                        Date:

                    	
                      November
                        29, 2006

                    
	 	 	 
	 	
                      Fixed
                        Amount:

                    	
                      USD
                        1000.00

                    
	 	 	 
	 	
                      Floating
                        Amounts:

                    	 
	 	 	 
	 	
                      Floating
                        Rate Payer:

                    	
                      Party
                        A

                    
	 	 	 
	 	
                      Cap
                        Rate:

                    	
                      7.50%
                        

                    
	 	 	 
	 	
                      Floating
                        Rate Payer 

                    	 
	 	
                      Period
                        End Dates:

                    	
                      The
                        25th
                        calendar day of each month of each year, commencing December
                        25, 2006,
                        through and including the Termination Date, subject to adjustment
                        in
                        accordance with the Business Day Convention.

                    
	 	 	 


            

             

             

            
              
                
                

              

              
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                      Floating
                        Rate Payer 

                    	 
	 	
                      Payment
                        Dates:

                    	
                      Early
                        Payment shall be applicable. The Floating Rate Payer Payment
                        Dates shall
                        be one (1) Business Day prior to each Floating Rate Payer
                        Period End
                        Date.

                    
	 	 	 
	 	
                      Floating
                        Rate Option:

                    	
                      USD-LIBOR-BBA

                    
	 	 	 
	 	
                      Designated
                        Maturity:

                    	
                      One
                        month

                    
	 	 	 
	 	
                      Floating
                        Rate Day 

                    	 
	 	
                      Count
                        Fraction:

                    	
                      Actual/360

                    
	 	
                       

                    	 
	 	
                      Reset
                        Dates:

                    	
                      The
                        first day of each Calculation Period.

                    
	 	 	 
	 	
                      Business
                        Days:

                    	
                      New
                        York

                    
	 	
                       

                    	 
	 	
                      Business
                        Day Convention:

                    	
                      Following

                    
	 	 	 
	 	
                      Calculation
                        Agent:

                    	
                      Party
                        A

                    


            

          

           


          
            
              
              

            

            
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                    3.

                  	
                    Provisions
                      Deemed Incorporated in a Schedule to the ISDA Master
                      Agreement:

                  


          

          


          
            	
                    Part
                      1.

                  	
                    Termination
                      Provisions.

                  


          

          


          For
            the
            purposes of this Agreement:-

          


          
            	
                    (a)

                  	
                    “Specified
                      Entity”
                      will not apply to Party A or Party B for any purpose.
                      

                  


          

          


          
            	
                    (b)

                  	
                    “Specified
                      Transaction”
                      will not apply to Party A or Party B for any
                      purpose.

                  


          

          


          
            	
                    (c)

                  	
                    Events
                      of Default.

                  


          

          


          The
            statement below that an Event of Default will apply to a specific party
            means
            that upon the occurrence of such an Event of Default with respect to
            such party,
            the other party shall have the rights of a Non-defaulting Party under
            Section 6
            of this Agreement; conversely, the statement below that such event will
            not
            apply to a specific party means that the other party shall not have such
            rights.

          


          
            	 	
                    (i)

                  	
                    The
                      “Failure
                      to Pay or Deliver”
                      provisions of Section 5(a)(i) will apply to Party A and will
                      apply to
                      Party B; provided, however, that Section 5(a)(i) is hereby
                      amended by
                      replacing the word “third” with the word “first”; provided, further, that
                      notwithstanding anything to the contrary in Section 5(a)(i),
                      any failure
                      by Party A to comply with or perform any obligation to be complied
                      with or
                      performed by Party A under the Credit Support Annex shall not
                      constitute
                      an Event of Default under Section 5(a)(i) unless (A) a Required
                      Ratings
                      Downgrade Event has occurred and been continuing for 30 or
                      more Local
                      Business Days and (B) such failure is not remedied on or before
                      the third
                      Local Business Day after notice of such failure is given to
                      Party
                      A.

                  


          

          


          
            	 	
                    (ii)

                  	
                    The
                      “Breach
                      of Agreement”
                      provisions of Section 5(a)(ii) will apply to Party A and will
                      not apply to
                      Party B.

                  


          

          


          
            	 	
                    (iii)

                  	
                    The
                      “Credit
                      Support Default”
                      provisions of Section 5(a)(iii) will apply to Party A and will
                      not apply
                      to Party B except that Section 5(a)(iii)(1) will apply to Party
                      B solely
                      in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                      Support Annex; provided, however, that notwithstanding anything
                      to the
                      contrary in Section 5(a)(iii)(1), any failure by Party A to
                      comply with or
                      perform any obligation to be complied with or performed by
                      Party A under
                      the Credit Support Annex shall not constitute an Event of Default
                      under
                      Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
                      has
                      occurred and been continuing for 30 or more Local Business
                      Days and (B)
                      such failure is not remedied on or before the third Local Business
                      Day
                      after notice of such failure is given to Party
                      A.

                  


          

          


          
            	 	
                    (iv)

                  	
                    The
                      “Misrepresentation”
                      provisions of Section 5(a)(iv) will apply to Party A and will
                      not apply to
                      Party B. 

                  


          

          


          
            	 	
                    (v)

                  	
                    The
                      “Default
                      under Specified Transaction”
                      provisions of Section 5(a)(v) will apply to Party A and will
                      not apply to
                      Party B.

                  


          

          


          
            	 	
                    (vi)

                  	
                    The
                      “Cross
                      Default”
                      provisions of Section 5(a)(vi) will apply to Party A and will
                      not apply to
                      Party B. For purposes of Section 5(a)(vi), solely with respect
                      to Party
                      A:

                  


          

          


          “Specified
            Indebtedness” will have the meaning specified in Section 14 , except that such
            term shall not include obligations in respect of deposits received in
            the
            ordinary course of Party A’s banking business.

          


          “Threshold
            Amount” means with respect to Party A an amount equal to three percent (3%) of
            the shareholders’ equity of Party A or, if applicable, the Eligible Guarantor,
            in either case as shown in the most recent annual audited financial statements
            of the relevant entity. 

          


          
            	 	
                    (vii)

                  	
                    The
                      “Bankruptcy”
                      provisions of Section 5(a)(vii) will apply to Party A and will
                      apply to
                      Party B except that the provisions of Section 5(a)(vii)(2),
                      (6) (to the
                      extent that such provisions refer to any appointment contemplated
                      or
                      effected by the Pooling and Servicing Agreement or any appointment
                      to
                      which Party B has not become subject), (7) and (9) will not
                      apply to Party
                      B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                      is
                      hereby amended by adding after the words “against it” the words
                      “(excluding any proceeding or petition instituted or presented
                      by Party A
                      or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                      deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                      (4) as amended, (5), (6) as amended, or (7)”. For purposes of Section
                      5(a)(vii)(6), the only relevant appointments are the appointments
                      of (i)
                      HSBC Bank USA, National Association, as the Trustee to the
                      Trust and as
                      the Trustee to the Supplemental Interest Trust, (ii) Wells
                      Fargo Bank,
                      National Association, as Securities Administrator, and (iii)
                      any successor
                      to HSBC Bank USA, National Association as the Trustee to the
                      Trust or as
                      the Trustee to the Supplemental Interest Trust or any successor
                      to Wells
                      Fargo Bank, National Association, as Securities
                      Administrator.

                  


          

          



          
            
              
              

            

            
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                    (viii)

                  	
                    The
                      “Merger
                      Without Assumption”
                      provisions of Section 5(a)(viii) will apply to Party A and
                      will apply to
                      Party B.

                  


          

          


          
            	
                    (d)

                  	
                    Termination
                      Events.

                  


          

          


          The
            statement below that a Termination Event will apply to a specific party
            means
            that upon the occurrence of such a Termination Event, if such specific
            party is
            the Affected Party with respect to a Tax Event, the Burdened Party with
            respect
            to a Tax Event Upon Merger (except as noted below) or the non-Affected
            Party
            with respect to a Credit Event Upon Merger, as the case may be, such
            specific
            party shall have the right to designate an Early Termination Date in
            accordance
            with Section 6 of this Agreement; conversely, the statement below that
            such an
            event will not apply to a specific party means that such party shall
            not have
            such right; provided, however, with respect to “Illegality” the statement that
            such event will apply to a specific party means that upon the occurrence
            of such
            a Termination Event with respect to such party, either party shall have
            the
            right to designate an Early Termination Date in accordance with Section
            6 of
            this Agreement.

           

          
            	 	(i)	The “Illegality”
                    provisions of Section 5(b)(i) will apply to Party A and will
                    apply to
                    Party B.


            	 	 	 


            	 	
                    (ii)

                  	
                    The
                      “Tax
                      Event”
                      provisions of Section 5(b)(ii) will apply to Party A except
                      that, for
                      purposes of the application of Section 5(b)(ii) to Party A,
                      Section
                      5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                      a taxing authority, or brought in a court of competent jurisdiction,
                      on or
                      after the date on which a Transaction is entered into (regardless
                      of
                      whether such action is taken or brought with respect to a party
                      to this
                      Agreement) or (y)”, and the “Tax
                      Event”
                      provisions of Section 5(b)(ii) will apply to Party
                      B.

                  


          

          


          
            	 	
                    (iii)

                  	
                    The
                      “Tax
                      Event Upon Merger”
                      provisions of Section 5(b)(iii) will apply to Party A and will
                      apply to
                      Party B, provided that Party A shall not be entitled to designate
                      an Early
                      Termination Date by reason of a Tax Event upon Merger in respect
                      of which
                      it is the Affected Party.

                  


          

          


          
            	 	
                    (iv)

                  	
                    The
                      “Credit
                      Event Upon Merger”
                      provisions of Section 5(b)(iv) will not apply to Party A and
                      will not
                      apply to Party B.

                  


          

          


          
            	
                    (e)

                  	
                    The
                      “Automatic
                      Early Termination”
                      provision of Section 6(a) will not apply to Party A and will
                      not apply to
                      Party B.

                  


          

          


          
            	
                    (f)

                  	
                     Payments
                      on Early Termination.
                      For the purpose of Section 6(e) of this
                      Agreement:

                  


          

          


          
            	 	
                    (i)

                  	
                    Market
                      Quotation will apply, provided, however, that, in the event
                      of a
                      Derivative Provider Trigger Event, the following provisions
                      will
                      apply:

                  


          

          



          
            
              
              

            

            
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                    (A)
                      

                  	
                    The
                      definition of Market Quotation in Section 14 shall be deleted
                      in its
                      entirety and replaced with the
                      following:

                  


          

          


          “Market
            Quotation” means,
            with respect to one or more Terminated Transactions, a Firm Offer which
            is (1)
            made by a Reference Market-maker that is an Eligible Replacement, (2)
            for an
            amount that would be paid to Party B (expressed as a negative number)
            or by
            Party B (expressed as a positive number) in consideration of an agreement
            between Party B and such Reference Market-maker to enter into a Replacement
            Transaction, and (3) made on the basis that Unpaid Amounts in respect
            of the
            Terminated Transaction or group of Transactions are to be excluded but,
            without
            limitation, any payment or delivery that would, but for the relevant
            Early
            Termination Date, have been required (assuming satisfaction of each applicable
            condition precedent) after that Early Termination Date is to be included.
            The
            party making the determination (or its agent) will request each Reference
            Market-maker to provide its quotation to the extent reasonably practicable
            as of
            the same day and time (without regard to different time zones) on or
            as soon as
            reasonably practicable before the Latest Settlement Amount Determination
            Day.
            The day and time as of which those quotations are to be obtained will
            be
            selected in good faith by the party obliged to make a determination under
            Section 6(e), and, if each party is so obliged, after consultation with
            the
            other.  

          


          
            	 	
                    (B)

                  	
                    The
                      definition of Settlement Amount shall be deleted in its entirety
                      and
                      replaced with the following:

                  


          

          


          “Settlement
            Amount”
            means,
            with respect to any Early Termination Date, an amount (as determined
            by Party B)
            equal to: 

          


          
            	 	
                    (a)

                  	
                    If
                      a Market Quotation for the relevant Terminated Transaction
                      or group of
                      Terminated Transactions is accepted by Party B so as to become
                      legally
                      binding on or before the day falling ten Local Business Days
                      after the day
                      on which the Early Termination Date is designated, or such
                      later day as
                      Party B may specify in writing to Party A, but in either case
                      no later
                      than one Local Business Day prior to the Early Termination
                      Date (such day,
                      the “Latest Settlement Amount Determination Day”), the Termination
                      Currency Equivalent of the amount (whether positive or negative)
                      of such
                      Market Quotation; 

                  


          

          


          
            	 	
                    (b)

                  	
                    If,
                      on the Latest Settlement Amount Determination Day, no Market
                      Quotation for
                      the relevant Terminated Transaction or group of Terminated
                      Transactions
                      has been accepted by Party B so as to become legally binding
                      and one or
                      more Market Quotations from
                      Approved Replacements have
                      been made and remain capable of becoming legally binding upon
                      acceptance,
                      the Settlement Amount shall equal the Termination Currency
                      Equivalent of
                      the amount (whether positive or negative) of the lowest of
                      such Market
                      Quotations (for the avoidance of doubt, the lowest of such
                      Market
                      Quotations shall be the lowest Market Quotation of
                      such Market Quotations
                      expressed as a positive number or, if any of such Market Quotations
                      is
                      expressed as a negative number, the Market Quotation expressed
                      as a
                      negative number with the largest absolute value);
                      or

                  


          

          


          
            	 	
                    (c)

                  	
                    If,
                      on the Latest Settlement Amount Determination Day, no Market
                      Quotation for
                      the relevant Terminated Transaction or group of Terminated
                      Transactions is
                      accepted by Party B so as to become legally binding and no
                      Market
                      Quotation from an Approved Replacement remains capable of becoming
                      legally
                      binding upon acceptance, the Settlement Amount shall equal
                      Party B’s Loss
                      (whether positive or negative and without reference to any
                      Unpaid Amounts)
                      for the relevant Terminated Transaction or group of Terminated
                      Transactions.

                  


          

          


          
            	 	
                    (C)

                  	
                    If
                      Party B requests Party A in writing to obtain Market Quotations,
                      Party A
                      shall use its reasonable efforts to do so before the Latest
                      Settlement
                      Amount Determination Day.

                  


          

          



          
            
              
              

            

            
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                    (D)

                  	
                    If
                      the Settlement Amount is a negative number, Section 6(e)(i)(3)
                      shall be
                      deleted in its entirety and replaced with the
                      following:

                  


          

          


          “(3)
            Second
            Method and Market Quotation.
            If the
            Second Method and Market Quotation apply, (I) Party B shall pay to Party
            A an
            amount equal to the absolute value of the Settlement Amount in respect
            of the
            Terminated Transactions, (II) Party B shall pay to Party A the Termination
            Currency Equivalent of the Unpaid Amounts owing to Party A and (III)
            Party A
            shall pay to Party B the Termination Currency Equivalent of the Unpaid
            Amounts
            owing to Party B; provided, however, that (x) the amounts payable under
            the
            immediately preceding clauses (II) and (III) shall be subject to netting
            in
            accordance with Section 2(c) of this Agreement and (y) notwithstanding
            any other
            provision of this Agreement, any amount payable by Party A under the
            immediately
            preceding clause (III) shall not be netted-off against any amount payable
            by
            Party B under the immediately preceding clause (I).”

           

          
            	 	
                    (E)

                  	
                    At
                      any time on or before the Latest Settlement Amount Determination
                      Day at
                      which two or more Market Quotations from Approved Replacements
                      remain
                      capable of becoming legally binding upon acceptance, Party
                      B shall be
                      entitled to accept only the lowest of such Market Quotations
                      (for the
                      avoidance of doubt, the lowest of such Market Quotations shall
                      be the
                      lowest Market Quotation of such Market Quotations expressed
                      as a positive
                      number or, if any of such Market Quotations is expressed as
                      a negative
                      number, the Market Quotation expressed as a negative number
                      with the
                      largest absolute value).

                  


          

          


          
            	 	
                    (ii)

                  	
                    The
                      Second Method will apply.

                  


          

          


          (g)    “Termination
            Currency”
            means
            USD.

          


          (h)    Additional
            Termination Events.
            Additional Termination Events will apply as provided in Part 5(c).



          
            
              
              

            

            
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          Part
            2.  Tax
            Matters.

          


          
            	
                    (a)

                  	
                    Tax
                      Representations. 

                  


          

          


          
            	 	
                    (i)

                  	
                    Payer
                      Representations.
                      For the purpose of Section 3(e) of this Agreement:
                      

                  


          

           

          (A)   Party
            A
            makes the following representation(s):

          


          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 this Agreement)
            to be made
            by it to the other party under this Agreement. In making this representation,
            it
            may rely on: the accuracy of any representations made by the other party
            pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of
            the
            agreement contained in Section 4(a)(i) or 4(a)(iii) of this 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 this Agreement; and (iii) the satisfaction
            of
            the agreement of the other party contained in Section 4(d) of this 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 to its legal
            or
            commercial position.

          
            	 	 	 


          

          (B)   Party
            B
            makes the following representation(s):

          


          None.

          
            


            
              	 	
                      (ii)

                    	
                      Payee
                        Representations.
                        For the purpose of Section 3(f) of this Agreement:
                        

                    


            

             

          

          (A)   Party
            A
            makes the following representation(s)

           

          
            	 	(i)	Party A is a tax resident of the United
                    Kingdom;


            	 	 	 


            	 	
                    (ii)

                  	
                    Party
                      A 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 Party A provides
                      written notice
                      to Party B that it is no longer a foreign person;
                      

                  


          

           

          
            	 	
                    (iii)

                  	
                    in
                      respect of each Transaction Party A enters into through an
                      office or
                      discretionary agent in the United States or which otherwise
                      is allocated
                      (in whole or part) for United States federal income tax purposes
                      to such
                      United States trade or business, each payment received or to
                      be received
                      by Party A under such Transaction (or portion thereof, if applicable)
                      will
                      be effectively connected with its conduct of a trade or business
                      in the
                      United States; and

                  


          

           

          
            	 	
                    (iv)

                  	
                    in
                      respect of all other Transactions or portions thereof, no such
                      payment
                      received or to be received by Party A in connection with this
                      Agreement is
                      attributable to a trade or business carried on by it through
                      a permanent
                      establishment in the United States.

                  


          

           

          (B)   Party
            B
            makes the following representation(s):

          


          None. 

          


          
            	
                    (b)

                  	
                    Tax
                      Provisions.

                  


          

          



          
            
              
              

            

            
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                9 of
                26

              
                

              

            

            
              
              

            

          


          
            	 	
                    (i)

                  	
                    Gross
                      Up.
                      Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                      2(d)(ii)
                      shall not apply to Party B as Y, in each case such that Party
                      B shall not
                      be required to pay any additional amounts referred to
                      therein.

                  


          

          


          
            	 	
                    (ii)

                  	
                    Indemnifiable
                      Tax.
                      The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                      entirety and replaced with the
                      following:

                  


          

          


          “Indemnifiable
            Tax”
            means,
            in relation to payments by Party A, any Tax and, in relation to payments
            by
            Party B, no Tax. 

          


           


          
            
              
              

            

            
              Page
                10
                of 26

              
                

              

            

            
              
              

            

          


          Part
            3.  Agreement
            to Deliver Documents.  

          


          
            	
                    (a)

                  	
                    For
                      the purpose of Section 4(a)(i), tax forms, documents, or certificates
                      to
                      be delivered are:

                  


          

          


          
            	
                    Party
                      required to

                    deliver
                      document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which to

                    be
                      delivered

                  
	 	 	 
	
                    Party
                      A

                  	
                    A
                      correct, complete and duly executed U.S. Internal Revenue Service
                      Form
                      (such as W-8BEN, W-8ECI, W-9 or other applicable form) (or
                      successor
                      thereto), together with appropriate attachments, that eliminates
                      U.S.
                      federal withholding and backup withholding Tax on payments
                      to Party A
                      under this Agreement.

                  	
                    Upon
                      the execution and delivery of this Agreement and upon reasonable
                      request.

                  
	 	 	 
	
                    Party
                      B

                  	
                    Any
                      form or document required or reasonably requested to allow
                      the other party
                      to make payments to Party B under the Agreement without any
                      deduction or
                      withholding for or on account of any Tax, or with such deduction
                      or
                      withholding at a reduced rate, which may include tax forms
                      relating to the
                      beneficial owner of payments to Party B under the Agreement
                      from time to
                      time.

                  	
                    Upon
                      the execution and delivery of this Agreement and at any time
                      that the last
                      such document delivered becomes incorrect or
                      out-of-date.

                  


          

          


          



          
            
              
              

            

            
              Page
                11
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                    (b)

                  	
                    For
                      the purpose of Section 4(a)(ii), 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

                  
	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	
                    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 the Agreement, this 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 the Agreement, this Confirmation and any Credit Support
                      Document, as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	
                    A
                      certificate of an authorized officer of the party, as to the
                      incumbency
                      and authority of the respective officers of the party signing
                      the
                      Agreement, this Confirmation, and any relevant Credit Support
                      Document, as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    Annual
                      Report of Party A containing consolidated financial statements
                      certified
                      by independent certified public accountants and prepared in
                      accordance
                      with generally accepted accounting principles in the country
                      in which
                      Party A is organized

                  	
                    Promptly
                      upon becoming publicly available if not available on Party
                      A’s
                      website.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    Interim
                      Financial Statements of Party A containing unaudited, consolidated
                      financial statements of Party A’s reporting period prepared in accordance
                      with generally accepted accounting principles in the country
                      in which
                      Party A is organized

                  	
                    Promptly
                      upon becoming publicly available if not available on Party
                      A’s
                      website.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A 

                  	
                    Opinion(s)
                      of counsel satisfactory to the other party.

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    No

                  


          

          


          Part
            4. Miscellaneous. 

          


          
            	
                    (a)

                  	
                    Address
                      for Notices:
                      For the purposes of Section 12(a) of this
                      Agreement:

                  


          

          


          Address
            for notices or communications to Party A and Party B shall be those set
            forth on
            the first page of the Confirmation :

           


          
            
              
              

            

            
              Page
                12
                of 26

              
                

              

            

            
              
              

            

          

          


          
            	
                    (b)

                  	
                    Process
                      Agent.
                      For the purpose of Section 13(c):

                  


          

           

          Party
            A
            appoints as its Process Agent: Not applicable.

          


          Party
            B
            appoints as its Process Agent: Not applicable.

          


          
            	
                    (c)

                  	
                    Offices.
                      The provisions of Section 10(a) will apply to this
                      Agreement.

                  


          

          


          
            	
                    (d)

                  	
                    Multibranch
                      Party.
                      For the purpose of Section 10(c) of this
                      Agreement:

                  


          

          


          Party
            A
            is not a Multibranch Party.

          


          
            	 	
                    Party
                      B is not a Multibranch Party.

                  


          

          


          
            	
                    (e)

                  	
                    Calculation
                      Agent.
                      The Calculation Agent is Party A.

                  


          

          


          
            	
                    (f)

                  	
                    Credit
                      Support Document. 

                  


          

           

          
            	 	
                    Party
                      A:

                  	
                    The
                      Credit Support Annex, and any guarantee in support of Party
                      A’s
                      obligations under this Agreement.

                  


            	 	 	 


            	 	Party B:	The Credit Support Annex, solely in respect
                    of Party B’s
                    obligations under Paragraph 3(b) of the Credit Support
                    Annex.


          

           

          
            	
                    (g)

                  	
                    Credit
                      Support Provider.

                  


          

          

            
              	 	
                      Party
                        A:

                    	
                      The
                        guarantor under any guarantee in support of Party A’s obligations under
                        this Agreement.

                    


            

            


            
              	 	
                      Party
                        B:

                    	
                      None.

                    


            

             

          

          
            	
                    (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
                      the conflict of law provisions thereof other than New York
                      General
                      Obligations Law Sections 5-1401 and 5-1402.


                  


          

          


          
            	
                    (i)

                  	
                    Netting
                      of Payments.
                      The parties agree that subparagraph (ii) of Section 2(c) will
                      apply to
                      each Transaction hereunder. 

                  


          

          


          
            	
                    (j)

                  	
                    Affiliate.“Affiliate”
                      shall have the meaning assigned thereto in Section 14; provided,
                      however,
                      that Party B shall be deemed to have no Affiliates for purposes
                      of this
                      Agreement, including for purposes of Section
                      6(b)(ii).

                  


          

          



          
            
              
              

            

            
              Page
                13
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                    Part
                      5. 

                  	
                    Others
                      Provisions.

                  


          

          


          
            	 	
                    (a)

                  	
                    Definitions.
                      Unless
                      otherwise specified in a Confirmation, this Agreement and each
                      Transaction
                      under this Agreement are subject to the 2000 ISDA Definitions
                      as published
                      and copyrighted in 2000 by the International Swaps and Derivatives
                      Association, Inc. (the “Definitions”),
                      and will be governed in all relevant respects by the provisions
                      set forth
                      in the Definitions, without regard to any amendment to the
                      Definitions
                      subsequent to the date hereof. The provisions of the Definitions
                      are
                      hereby incorporated by reference in and shall be deemed a part
                      of this
                      Agreement, except that (i) references in the Definitions to
                      a “Swap
                      Transaction” shall be deemed references to a “Transaction” for purposes of
                      this Agreement, and (ii) references to a “Transaction” in this Agreement
                      shall be deemed references to a “Swap Transaction” for purposes of the
                      Definitions. Each term capitalized but not defined in this
                      Agreement shall
                      have the meaning assigned thereto in the Pooling and Servicing
                      Agreement.

                  


          

           

          
            	 	
                    (b)

                  	
                    Amendments
                      to ISDA Master Agreement.

                  


          

           

          
            	 	
                    (i)

                  	
                    Single
                      Agreement.
                      Section 1(c) is hereby amended by the adding the words “including, for the
                      avoidance of doubt, the Credit Support Annex” after the words “Master
                      Agreement”. 

                  


          

          


          
            	 	
                    (ii)

                  	
                    [Reserved.]

                  


          

          


          
            	 	
                    (iii)

                  	
                    Change
                      of Account.
                      Section 2(b) is hereby amended by the addition of the following
                      after the
                      word “delivery” in the first line
                      thereof:

                  


          

           

          “to
            another account in the same legal and tax jurisdiction as the original
            account”.

          


          
            	 	
                    (iv)

                  	
                    Representations.
                      Section 3 is hereby amended by adding at the end thereof the
                      following
                      subsection (g): 

                  


          

          


          
            	 	
                    “(g)

                  	
                    Relationship
                      Between Parties. 

                  


          

          


          
            	 	
                    (1)

                  	
                    Nonreliance.
                      (i) 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 and (ii) it has consulted with
                      its own legal,
                      regulatory, tax, business, investment, financial and accounting
                      advisors
                      to the extent it has deemed necessary, and it has made its
                      own investment,
                      hedging and trading decisions based upon its own judgment and
                      upon any
                      advice from such advisors as it has deemed necessary and not
                      upon any view
                      expressed by the other party.

                  


          

           

          
            	 	
                    (2)

                  	
                    Evaluation
                      and Understanding. (i) It has the capacity to evaluate (internally
                      or
                      through independent professional advice) the Transaction and
                      has made its
                      own decision subject to Section 6(n) of this Agreement to enter
                      into the
                      Transaction and (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.
                      

                  


          

          


          
            	 	
                    (3)

                  	
                    Purpose.
                      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.


                  


          

          


          
            	 	
                    (5)

                  	
                    Eligible
                      Contract Participant. It is an “eligible contract participant” as defined
                      in Section 1(a)(12) of the Commodity Exchange Act, as
                      amended.”

                  


          

          
            
              
              

            

            
              Page
                14
                of 26

              
                

              

            

            
              
              

            

          


          
            


            
              	 	
                      (v)

                    	
                      Transfer
                        to Avoid Termination Event.
                        Section 6(b)(ii) is hereby amended by (i) deleting the words
“or if a Tax
                        Event Upon Merger occurs and the Burdened Party is the Affected
                        Party,”
                        and (ii) by deleting the words “to transfer” and inserting the words “to
                        effect a Permitted Transfer” in lieu
                        thereof.

                    


            

             

          

          
            	 	
                    (vi)

                  	
                    Jurisdiction.
                      Section
                      13(b) is hereby amended by: (i) deleting in the second line
                      of
                      subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                      end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                      deleting the final paragraph
                      thereof.

                  


          

          


          
            	 	
                    (vii)

                  	
                    Local
                      Business Day.
                      The definition of Local Business Day in Section 14 is hereby
                      amended by
                      the addition of the words “or any Credit Support Document” after “Section
                      2(a)(i)” and the addition of the words “or Credit Support Document” after
                      “Confirmation”. 

                  


          

          


          
            	 	
                    (c)

                  	
                    Additional
                      Termination Events.
                      The following Additional Termination Events will
                      apply:

                  


          

           

          
            	 	
                    (i)

                  	
                    First
                      Rating Trigger Collateral.
                      If
                      (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                      occurred and been continuing for 30 or more Local Business
                      Days and (B)
                      Party
                      A has failed to comply with or perform any obligation to be
                      complied with
                      or performed by Party A in accordance with the Credit Support
                      Annex, then
                      an Additional Termination Event shall have occurred with respect
                      to Party
                      A and Party A shall be the sole Affected Party with respect
                      to such
                      Additional Termination Event. 

                  


          

          


          
            	 	
                    (ii)

                  	
                    Second
                      Rating Trigger Replacement.
                      If
                      (A) a Required Ratings Downgrade Event has occurred and been
                      continuing
                      for 30 or more Local Business Days and (B) (i) at least one
                      Eligible
                      Replacement has made a Firm Offer to be the transferee of all
                      of Party A’s
                      rights and obligations under this Agreement (and such Firm
                      Offer remains
                      an offer that will become legally binding upon such Eligible
                      Replacement
                      upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                      has made
                      a Firm Offer to provide an Eligible Guarantee (and such Firm
                      Offer remains
                      an offer that will become legally binding upon such Eligible
                      Guarantor
                      immediately upon acceptance by the offeree), then an Additional
                      Termination Event shall have occurred with respect to Party
                      A and Party A
                      shall be the sole Affected Party with respect to such Additional
                      Termination Event. 

                  


          

          


          
            	 	
                    (iii)

                  	
                    Swap
                      Disclosure Event.
                      If, upon the occurrence of a Swap Disclosure Event (as defined
                      in Part
                      5(e) below) Party A has not, within 10 days after such Swap
                      Disclosure
                      Event complied with any of the provisions set forth in Part
                      5(e)(iii)
                      below, then an Additional Termination Event shall have occurred
                      with
                      respect to Party A and Party A shall be the sole Affected Party
                      with
                      respect to such Additional Termination
                      Event.

                  


          

           

          
            	 	
                    (iv)

                  	
                    [Reserved.]

                  


          

          


          
            	 	
                    (v)

                  	
                    Optional
                      Termination of Securitization.
                      An
                      Additional Termination Event shall occur upon the notice to
                      Certificateholders of an Optional Termination becoming unrescindable
                      in
                      accordance with Article X of the Pooling and Servicing Agreement
                      with
                      respect to such Additional Termination Event; provided, however,
                      that
                      notwithstanding anything to the contrary in Section 6(b)(iv),
                      only Party B
                      may designate an Early Termination Date in respect of this
                      Additional
                      Termination Event. 

                  


          

          


          
            	 	
                    (d)

                  	
                    Required
                      Ratings Downgrade Event.
                      In
                      the event that no Relevant Entity has credit ratings at least
                      equal to the
                      Required Ratings Threshold (such event, a “Required
                      Ratings Downgrade Event”),
                      then Party A shall, as soon as reasonably practicable and so
                      long as a
                      Required Ratings Downgrade Event is in effect, at its own expense,
                      using
                      commercially reasonable efforts, procure either (A) a Permitted
                      Transfer
                      or (B) an Eligible Guarantee from an Eligible Guarantor.
                      

                  


          

           

          
            	 	
                    (e)

                  	
                    Compliance
                      with Regulation AB. 

                  


          

           


          
            
              
              

            

            
              Page
                15
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                    (i)

                  	
                    Party
                      A 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
                      Party A or its group of affiliated entities, if applicable,
                      depending on
                      the aggregate “significant percentage” of this Agreement and any other
                      derivative contracts between Party A 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 Party
                      A 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, Party A, 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 Party A or any entity
                      that
                      consolidates Party A within five days of the release of any
                      such updated
                      Swap Financial Disclosure; (2) secure another entity to replace
                      Party A 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 complies with the requirements of Item 1115 of
                      Regulation AB,
                      including providing the information contemplated by Part 5(e)(iii)(1)
                      above, or (3) obtain a guaranty of the Party A’s obligations under this
                      Agreement from an affiliate of the Party A, subject to the
                      Rating Agency
                      Condition, that complies with the financial information disclosure
                      requirements of Item 1115 of Regulation AB, including providing
                      the
                      information contemplated by Part 5(e)(iii)(1) above, such that
                      disclosure
                      provided in respect of the affiliate will satisfy any disclosure
                      requirements applicable to Party A, 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)

                  	
                    Party
                      A and the primary obligor under any Credit Support Document
                      agree that, in
                      the event that Party A provides Swap Financial Disclosure to
                      ACE in
                      accordance with Part 5(e)(iii)(1)(a) or causes its affiliate
                      to provide
                      Swap Financial Disclosure to ACE in accordance with Part 5(e)(iii)(1)(c),
                      Party A 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-ASAP6, required to be stated therein or necessary
                      to make the
                      statements therein, in light of the circumstances under which
                      they were
                      made, not misleading.

                  


          

          


          
            	 	
                    (v)

                  	
                    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.

                  


          


          
            
              
              

            

            
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                16
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          (f)   
            Transfers. 

           

          
            	 	
                    (i)

                  	
                    Section
                      7 is hereby amended to read in its entirety as
                      follows:

                  


          

           

          “Subject
            to Section 6(b)(ii), Part 5(d) and Part 5(e), neither Party A nor Party
            B is
            permitted to assign, novate or transfer (whether by way of security or
            otherwise) as a whole or in part any of its rights, obligations or interests
            under the Agreement or any Transaction unless (a) they have secured the
            prior
            written consent of the other party and (b) they have provided prior written
            notice to the Cap Rating Agencies.” 

           

          
            	 	
                    (ii)

                  	
                    If
                      an Eligible Replacement has made a Firm Offer (which remains
                      an offer that
                      will become legally binding upon acceptance by Party B) to
                      be the
                      transferee pursuant to a Permitted Transfer, Party B shall,
                      at Party A’s
                      written request and at Party A’s expense, take any reasonable steps
                      required to be taken by Party B to effect such transfer.
                      

                  


          

           

          
            	 	
                    (g)

                  	
                    Non-Recourse.
                      Party A acknowledges and agree that, notwithstanding any provision
                      in this
                      Agreement to the contrary, the obligations of Party B hereunder
                      are
                      limited recourse obligations of Party B, payable solely from
                      the Trust and
                      the proceeds thereof, in accordance with the priority of payments
                      and
                      other terms of the Pooling and Servicing Agreement and that
                      Party A will
                      not have any recourse to any of the directors, officers, employees,
                      shareholders or affiliates of the Party B with respect to any
                      claims,
                      losses, damages, liabilities, indemnities or other obligations
                      in
                      connection with any transactions contemplated hereby. In the
                      event that
                      the Trust and the proceeds thereof, funded in accordance with
                      the priority
                      of payments and other terms of the Pooling and Servicing Agreement,
                      should
                      be insufficient to satisfy all claims outstanding and following
                      the
                      realization of the account held by the Trust and the proceeds
                      thereof, any
                      claims against or obligations of Party B under the ISDA Master
                      Agreement
                      or any other confirmation thereunder still outstanding shall
                      be
                      extinguished and thereafter not revive. The Trustee shall not
                      have
                      liability for any failure or delay in making a payment hereunder
                      to Party
                      A due to any failure or delay in receiving amounts in the account
                      held by
                      the Trust from the Trust created pursuant to the Pooling and
                      Servicing
                      Agreement. This provision will survive the termination of this
                      Agreement.

                  


          

           

          
            	 	
                    (h)

                  	
                    Limitation
                      on Events of Default.
                      Notwithstanding the provisions of Sections 5 and 6, if at any
                      time and so
                      long as Party B has satisfied in full all its payment obligations
                      under
                      Section 2(a)(i) and has at the time no future payment obligations,
                      whether
                      absolute or contingent, under such Section, then unless Party
                      A is
                      required pursuant to appropriate proceedings to return to Party
                      B or
                      otherwise returns to Party B upon demand of Party B any portion
                      of any
                      such payment, (a) the occurrence of an event described in Section
                      5(a)
                      with respect to Party B shall not constitute an Event of Default
                      or
                      Potential Event of Default with respect to Party B as Defaulting
                      Party and
                      (b) Party A shall be entitled to designate an Early Termination
                      Date
                      pursuant to Section 6 only as a result of the occurrence of
                      a Termination
                      Event set forth in either Section 5(b)(i) or 5(b)(ii) with
                      respect to
                      Party A as the Affected Party, or Section 5(b)(iii) with respect
                      to Party
                      A as the Burdened Party. For purposes of the Transaction to
                      which this
                      Agreement relates, Party B’s only obligation under Section 2(a)(i) is to
                      pay the Fixed Amount on the Fixed Amount Payer Payment
                      Date.

                  


          

           

          
            	 	
                    (i)

                  	
                    Rating
                      Agency Notifications. Notwithstanding
                      any other provision of this Agreement, no Early Termination
                      Date shall be
                      effectively designated hereunder by Party B and no transfer
                      of any rights
                      or obligations under this Agreement shall be made by either
                      party unless
                      each Cap Rating Agency has been given prior written notice
                      of such
                      designation or transfer. 

                  


          

           

          
            	 	
                    (j)

                  	
                    No
                      Set-off.
                      Except as expressly provided for in Section 2(c), Section 6
                      or Part
                      1(f)(i)(D) hereof, and notwithstanding any other 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.
                      Section 6(e) shall be amended by deleting the following sentence:
“The
                      amount, if any, payable in respect of an Early Termination
                      Date and
                      determined pursuant to this Section will be subject to any
                      Set-off.”.

                  


          

           


          
            
              
              

            

            
              Page
                17
                of 26

              
                

              

            

            
              
              

            

          


          
            	 	
                    (k)

                  	
                    Amendment.
                      Notwithstanding any provision to the contrary in this Agreement,
                      no
                      amendment of either this Agreement or any Transaction under
                      this Agreement
                      shall be permitted by either party unless each of the Cap Rating
                      Agencies
                      has been provided prior written notice of the same.
                      

                  


          

           

          
            	 	
                    (l)

                  	
                    Notice
                      of Certain Events or Circumstances.
                      Each Party agrees, upon learning of the occurrence or existence
                      of any
                      event or condition that constitutes (or that with the giving
                      of notice or
                      passage of time or both would constitute) an Event of Default
                      or
                      Termination Event with respect to such party, promptly to give
                      the other
                      Party and to each Cap Rating Agency notice of such event or
                      condition;
                      provided that failure to provide notice of such event or condition
                      pursuant to this Part 5(l) shall not constitute an Event of
                      Default or a
                      Termination Event.

                  


          

           

          
            	 	
                    (m)

                  	
                    Proceedings.
                      No
                      Relevant Entity shall institute against, or cause any other
                      person to
                      institute against, or join any other person in instituting
                      against Party B
                      or the trust formed pursuant to the Pooling and Servicing Agreement,
                      in
                      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 (or, if longer, the applicable
                      preference period) and one day following payment in full of
                      the
                      Certificates and any Notes. This provision will survive the
                      termination of
                      this Agreement.

                  


          

           

          
            	 	
                    (n)

                  	
                    Trustee
                      Liability Limitations.
                      It
                      is expressly understood and agreed by the parties hereto that
                      (a) this
                      Agreement is executed by HSBC Bank USA, National Association
                      (“HSBC”) not
                      in its individual capacity, but solely as Trustee under the
                      Pooling and
                      Servicing Agreement in the exercise of the powers and authority
                      conferred
                      and invested in it thereunder; (b) HSBC has been directed pursuant
                      to the
                      Pooling and Servicing Agreement to enter into this Agreement
                      and to
                      perform its obligations hereunder; (c) each of the representations,
                      undertakings and agreements herein made on behalf of the trust
                      is made and
                      intended not as personal representations of the Trustee but
                      is made and
                      intended for the purpose of binding only the trust; and (d)
                      under no
                      circumstances shall HSBC
                      in its individual capacity be personally liable for any payments
                      hereunder
                      or for the breach or failure of any obligation, representation,
                      warranty
                      or covenant made or undertaken under this
                      Agreement.

                  


          

           

          
            	 	
                    (o)

                  	
                    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) in any respect,
                      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; provided, however, that this severability provision
                      shall not be
                      applicable if any provision of Section 2, 5, 6, or 13 (or any
                      definition
                      or provision in Section 14 to the extent it relates to, or
                      is used in or
                      in connection with any such Section) shall be so held to be
                      invalid or
                      unenforceable. 

                  


          

          


          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. 

          


          
            	 	
                    (p)

                  	
                    Agent
                      for Party B. Party
                      A acknowledges that Party B has appointed the Securities Administrator
                      as
                      its agent under the Pooling and Servicing Agreement to carry
                      out certain
                      functions on behalf of Party B, and that Securities Administrator
                      shall be
                      entitled to give notices and to perform and satisfy the obligations
                      of
                      Party B hereunder on behalf of Party
                      B.

                  


          

           

          
            	 	
                    (q)

                  	
                    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 trading, marketing, and operations personnel of the
                      parties and
                      their Affiliates, waives any further notice of such monitoring
                      or
                      recording, and agrees to notify such personnel of such monitoring
                      or
                      recording. 

                  


          

           

          



          
            
              
              

            

            
              Page
                18
                of 26

              
                

              

            

            
              
              

            

          


          
            	 	
                    (r)

                  	
                    Waiver
                      of Jury Trial.
                      Each party waives any right it may have to a trial by jury
                      in respect of
                      any in respect of any suit, action or proceeding relating to
                      this
                      Agreement or any Credit Support Document.


                  


          

           

          
            	 	
                    (s)

                  	
                    Form
                      of ISDA Master Agreement. Party
                      A and Party B hereby agree that the text of the body of the
                      ISDA Master
                      Agreement is intended to be the printed form of the ISDA Master
                      Agreement
                      (Multicurrency - Crossborder) as published and copyrighted
                      in 1992 by the
                      International Swaps and Derivatives Association,
                      Inc.

                  


          

           

          
            	 	
                    (t)

                  	
                    Payment
                      Instructions.
                      Party A hereby agrees that, unless notified in writing by Party
                      B of other
                      payment instructions, any and all amounts payable by Party
                      A to Party B
                      under this Agreement shall be paid to the account specified
                      in Item 4 of
                      this Confirmation, below. 

                  


          

           

          
            	 	
                    (u)

                  	
                    Additional
                      representations.

                  


          

           

          
            	 	
                    (i)

                  	
                    Representations
                      of Party A.
                      Party A represents to Party B on the date on which Party A
                      enters into
                      each Transaction that Party A’s obligations under this Agreement rank pari
                      passu with all of Party A’s other unsecured, unsubordinated obligations
                      except those obligations preferred by operation of
                      law.

                  


          

           

          
            	 	
                    (ii)

                  	
                    Capacity.
                      Party A represents to Party B on the date on which Party A
                      enters into
                      this Agreement that it is entering into the Agreement and the
                      Transaction
                      as principal and not as agent of any person. Party B represents
                      to Party A
                      on the date on which Party B enters into this Agreement that
                      it is
                      entering into the Agreement and the Transaction in its capacity
                      as
                      Trustee.

                  


          

           

          
            	 	
                    (v)

                  	
                    Acknowledgements.

                  


          

           

          
            	 	
                    (i)

                  	
                    Substantial
                      financial transactions.
                      Each party hereto is hereby advised and acknowledges as of
                      the date hereof
                      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 Pooling and Servicing Agreement relating
                      to such
                      Transaction, as applicable. This paragraph shall be deemed
                      repeated on the
                      trade date of each Transaction.

                  


          

           

          
            	 	
                    (ii)

                  	
                    Bankruptcy
                      Code.
                      Subject to Part 5(m), without limiting the applicability if
                      any, of any
                      other provision of the U.S. Bankruptcy Code as amended (the
“Bankruptcy
                      Code”) (including without limitation Sections 362, 546, 556, and
                      560
                      thereof and the applicable definitions in Section 101 thereof),
                      the
                      parties acknowledge and agree that all Transactions entered
                      into hereunder
                      will constitute “forward contracts” or “swap agreements” as defined in
                      Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                      Section 761 of the Bankruptcy Code, that the rights of the
                      parties under
                      Section 6 of this Agreement will constitute contractual rights
                      to
                      liquidate Transactions, that any margin or collateral provided
                      under any
                      margin, collateral, security, pledge, or similar agreement
                      related hereto
                      will constitute a “margin payment” as defined in Section 101 of the
                      Bankruptcy Code, and that the parties are entities entitled
                      to the rights
                      under, and protections afforded by, Sections 362, 546, 556,
                      and 560 of the
                      Bankruptcy Code.

                  


          

           

          
            	 	
                    (w)

                  	
                    [Reserved.]

                  


          

           

          
            	 	
                    (x)

                  	
                    Additional
                      Definitions. 

                  


          

           

          As
            used
            in this Agreement, the following terms shall have the meanings set forth
            below,
            unless the context clearly requires otherwise: 

           


          
            
              
              

            

            
              Page
                19
                of 26

              
                

              

            

            
              
              

            

          


          “Approved
            Ratings Threshold”
            means
            each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
            Ratings Threshold.

          


          “Approved
            Replacement” means,
            with respect to a Market Quotation, an entity making such Market Quotation,
            which entity would satisfy conditions (a), (b) and (c) of the definition
            of
            Permitted Transfer (as determined by Party B in its sole discretion,
            acting in a
            commercially reasonable manner) if such entity were a Transferee, as
            defined in
            the definition of Permitted Transfer.

          


          “Cap
            Rating Agencies”
means,
            with respect to any date of determination, each of S&P and Moody’s, to the
            extent that each such rating agency is then providing a rating for any
            of the
            Ace Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 Asset
            Backed
            Pass-Through Certificates (the “Certificates”)
            or any
            notes backed by the Certificates (the “Notes”).

          


          “Derivative
            Provider Trigger Event”
            means
            (i) an Event of Default with respect to which Party A is a Defaulting
            Party,
            (ii) a Termination Event with respect to which Party A is the sole Affected
            Party or (iii) an Additional Termination Event with respect to which
            Party A is
            the sole Affected Party.

          


          “Eligible
            Guarantee”
            means an
            unconditional and irrevocable guarantee of all present and future obligations
            (for the avoidance of doubt, not limited to payment obligations) of Party
            A or
            an Eligible Replacement to Party A under this Agreement that is provided
            by an
            Eligible Guarantor as principal debtor rather than surety and that is
            directly
            enforceable by Party B, the form and substance of which guarantee are
            provided
            in advance to S&P, and either (A) a law firm has given a legal opinion
            confirming that none of the guarantor’s payments to Party B under such guarantee
            will be subject to Tax
            collected by withholding or
            (B)
            such guarantee provides that, in the event that any of such guarantor’s payments
            to Party B are subject to Tax collected by withholding, such guarantor
            is
            required to pay such additional amount as is necessary to ensure that
            the net
            amount actually received by Party B (free and clear of any Tax collected
            by
            withholding) will equal the full amount Party B would have received had
            no such
            withholding been required.

          


          “Eligible
            Guarantor” means
            an
            entity that (A) has credit ratings at least equal to the Approved Ratings
            Threshold or (B) has credit ratings at least equal to the Required Ratings
            Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee
            of
            an Eligible Guarantor with credit ratings below the Approved Ratings
            Threshold
            will not prevent or cure the occurrence of a Collateral Event (as defined
            in the
            Credit Support Annex). 

          


          “Eligible
            Replacement”
            means an
            entity (i) that has credit ratings at least equal to the Approved Ratings
            Threshold, (ii) has credit ratings at least equal to the Required Ratings
            Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee
            of
            an Eligible Guarantor with credit ratings below the Approved Ratings
            Threshold
            will not prevent or cure the occurrence of a Collateral Event (as defined
            in the
            Credit Support Annex), or (iii) the present and future obligations (for
            the
            avoidance of doubt, not limited to payment obligations) of which entity
            to Party
            B under this Agreement are guaranteed pursuant to an Eligible Guarantee
            provided
            by an Eligible Guarantor.

          


          “Firm
            Offer”
            means
            (A) with respect to an Eligible Replacement, a quotation from such Eligible
            Replacement (i) in an amount equal to the actual amount payable by or
            to Party B
            in consideration of an agreement between Party B and such Eligible Replacement
            to replace Party A as the counterparty to this Agreement by way of novation
            or,
            if such novation is not possible, an agreement between Party B and such
            Eligible
            Replacement to enter into a Replacement Transaction (assuming that all
            Transactions hereunder become Terminated Transactions), and (ii) that
            constitutes an offer by such Eligible Replacement to replace Party A
            as the
            counterparty to this Agreement or enter a Replacement Transaction that
            will
            become legally binding upon such Eligible Replacement upon acceptance
            by Party
            B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
            Guarantor to provide an Eligible Guarantee that will become legally binding
            upon
            such Eligible Guarantor upon acceptance by the offeree.

          


          “Moody’s”
            means
            Moody’s Investors Service, Inc., or any successor thereto. 

          


          “Moody’s
            First Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has both a long-term unsecured
            and
            unsubordinated debt rating or counterparty rating from Moody’s and a short-term
            unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or
            counterparty rating from
            Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
            Moody’s of “Prime-1”, or (ii) if such entity has only a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s, a long-term
            unsecured and unsubordinated debt rating or counterparty rating from
            Moody’s of
“A1”.


          
            
              
              

            

            
              Page
                20
                of 26

              
                

              

            

            
              
              

            

          


          


          “Moody’s
            Second Trigger Ratings Event” means
            that no
            Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
            Second Trigger Rating Threshold. 

          


          “Moody’s
            Second Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has both a long-term unsecured
            and
            unsubordinated debt rating or counterparty rating from Moody’s and a short-term
            unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of “A3” or a
            short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
            or (ii) if such entity has only a long-term unsecured and unsubordinated
            debt
            rating or counterparty rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

          


          “Permitted
            Transfer” means
            a
            transfer by novation by Party A to a transferee (the “Transferee”)
            of all,
            but not less than all, of Party A’s rights, liabilities, duties and obligations
            under this Agreement, with
            respect to which transfer each of the following conditions is
            satisfied:
            (a) the
            Transferee is an Eligible Replacement that is a recognized dealer in
            interest
            rate swaps organized under the laws of the United States of America or
            a
            jurisdiction located in the United States of America (or another jurisdiction
            reasonably acceptable to Party B), (b) as of the date of such transfer
            the
            Transferee would not be required to withhold or deduct on account of
            Tax from
            any payments under this Agreement or would be required to gross up for
            such Tax
            under Section 2(d)(i)(4), (c) an Event of Default or Termination Event
            would not
            occur as a result of such transfer, (d) Party B has consented in writing
            to the
            transfer, such consent not to be unreasonably withheld, (e) pursuant
            to a
            written instrument (the “Transfer Agreement”), the Transferee acquires and
            assumes all rights and obligations of Party A under the Agreement and
            the
            relevant Transaction, (f) Party B shall have determined, in its sole
            discretion,
            acting in a commercially reasonable manner, that such Transfer Agreement
            is
            effective to transfer to the Transferee all, but not less than all, of
            Party A’s
            rights and obligations under the Agreement and all relevant Transactions;
            (g)
            Party A will be responsible for any costs or expenses incurred in connection
            with such transfer (including any replacement cost of entering into a
            replacement transaction); (h) each Cap Rating Agency has been given prior
            written notice of such transfer; and (i) such transfer otherwise complies
            with
            the terms of the Pooling and Servicing Agreement. 

           

          “Relevant
            Entity” means
            Party A and, to the extent applicable, a guarantor under an Eligible
            Guarantee.

          


          “Replacement
            Transaction”
            means,
            with respect to any Terminated Transaction or group of Terminated Transactions,
            a transaction or group of transactions that (i) would have the effect
            of
            preserving for Party B the economic equivalent of any payment or delivery
            (whether the underlying obligation was absolute or contingent and assuming
            the
            satisfaction of each applicable condition precedent) by the parties under
            Section 2(a)(i) in respect of such Terminated Transaction or group of
            Terminated
            Transactions that would, but for the occurrence of the relevant Early
            Termination Date, have been required after that Date, and (ii) has terms
            which
            are substantially the same as this Agreement, including, without limitation,
            rating triggers, Regulation AB compliance, and credit support documentation,
            save for the exclusion of provisions relating to Transactions that are
            not
            Terminated Transaction, as determined by Party B in its sole discretion,
            acting
            in a commercially reasonable manner.

          


          “Required
            Ratings Downgrade Event”
            shall
            have the meaning assigned thereto in Part 5(d).

          


          “Required
            Ratings Threshold” means
            each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
            Ratings Threshold.

          

            “S&P”
              means
              Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
              Inc., or any successor thereto. 


          


          
            
              
              

            

            
              Page
                21
                of 26

              
                

              

            

            
              
              

            

          

           

          “S&P
            Approved Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a short-term unsecured and unsubordinated debt
            rating from
            S&P of “A-1”, or, if such entity does not have a short-term unsecured and
            unsubordinated debt rating from S&P, a long-term unsecured and
            unsubordinated debt rating from S&P of “A+”.

          


          “S&P
            Required Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a long-term unsecured and unsubordinated debt rating
            from
            S&P of “BBB+”. 

           

          
            	 	
                    (y)

                  	
                    Agency
                      Role of Greenwich Capital Markets, Inc.
                      This Transaction has been entered into by Greenwich Capital
                      Markets, Inc,
                      as agent for The Royal Bank of Scotland plc. Greenwich Capital
                      Markets,
                      Inc. has not guaranteed and is not otherwise responsible for
                      the
                      obligations of Party A under this
                      Transaction.

                  


          

           

          [Remainder
            of this page intentionally left blank.]

           


          
            
              
              

            

            
              Page
                22
                of 26

              
                

              

            

            
              
              

            

          


          4.    Account
            Details and Settlement Information:  

          


          
            	
                    Payments
                      to Party A:

                  	
                    For
                      the account of The Royal Bank of Scotland Financial Markets
                      Fixed Income
                      and Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM
                      with
                      JPMorgan Chase Bank, New York CHASUS33, ABA #
                      021000021

                  


            	 	
                    Account
                      Number 400930153

                  


          

           

          
            	
                    Payments
                      to Party B:

                  	
                    Wells
                      Fargo Bank, NA

                  


            	 	
                    ABA
                      # 121000248

                    Account
                      Name: SAS Clearing Account #3970771416

                    FFC
                      to: 50969501, ACE 2006-ASAP6 Reserve
                      Fund

                  


          

          


          This
            Agreement may be executed in several counterparts, each of which shall
            be deemed
            an original but all of which together shall constitute one and the same
            instrument.

          



          
            
              
              

            

            
              Page
                23
                of 26

              
                

              

            

            
              
              

            

          


          


          We
            are
            very pleased to have executed this Transaction with you and we look forward
            to
            completing other transactions with you in the near future.

          


          Very
            truly yours,

          


          THE
            ROYAL BANK OF SCOTLAND PLC

          By:
            Greenwich Capital Markets, Inc., its agent

           

          By 
            /s/
            Deborah Pfeifer             

          Name:
            Debora Pfeifer 

          Title:
            Vice President

          


           

          Accepted
            and confirmed as of the Trade Date written above:


           

           

          HSBC
            BANK USA, NATIONAL ASSOCIATION, NOT
            IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS

          TRUSTEE
            FOR ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP6 ASSET
            BACKED
            PASS-THROUGH CERTIFICATES

           

          By 
            /s/
            Fernando Acebedo             

          Name:
            Fernando Acebedo

          Title:
            Vice President



          
            
              
              

            

            
              Page
                24
                of 26

              
                

              

            

            
              
              

            

          


          


          SCHEDULE
            I

          


          (all
            such
            dates subject to No Adjustment with respect to Fixed Rate Payer Period
            End Dates
            and adjustment in accordance with the Following Business Day Convention
            with
            respect to Floating Rate Payer Period End Dates) 


          
            	 	 	 	 
	
                    From
                      and including

                  	
                    To
                      but excluding

                  	
                    Calculation
                      Amount (USD)

                  	
                    Cap
                      Rate

                  
	
                    11/29/2006

                  	
                    12/25/2006

                  	
                    209,792,047.00
                      

                  	
                    7.50
                      

                  
	
                    12/25/2006

                  	
                    1/25/2007

                  	
                    208,283,536.00
                      

                  	
                    7.50
                      

                  
	
                    1/25/2007

                  	
                    2/25/2007

                  	
                    206,416,341.00
                      

                  	
                    7.50
                      

                  
	
                    2/25/2007

                  	
                    3/25/2007

                  	
                    204,192,336.00
                      

                  	
                    7.50
                      

                  
	
                    3/25/2007

                  	
                    4/25/2007

                  	
                    201,615,212.00
                      

                  	
                    7.50
                      

                  
	
                    4/25/2007

                  	
                    5/25/2007

                  	
                    198,690,511.00
                      

                  	
                    7.50
                      

                  


          

           


          
            
              
              

            

            
              Page
                25
                of 26

              
                

              

            

            
              
              

            

          


          Annex
            A

          


          Paragraph
            13 of the Credit Support Annex

           

           

          
            
              
              

            

            
              Page
                26
                of 26

              
                

              

            

            
              
              

            

          

           

          
            


            ISDA®

            International
              Swaps and Derivative Association, Inc.

            CREDIT
              SUPPORT ANNEX

            to
              the
              Schedule to the

            ISDA
              Master Agreement

            incorporated
              by reference in the Confirmation (Reference No. IRG16133296)

            dated
              as
              of November 29, 2006 between

            The
              Royal
              Bank of Scotland plc (hereinafter referred to as “Party
              A”
              or
“Pledgor”)

            and

            HSBC
              Bank
              USA, National Association, not individually, but solely as trustee
              (the “Trust
              Trustee”) on behalf of the

            supplemental
              interest trust (the “Trust”)
              with
              respect to the ACE Securities Corp. Home Equity Loan Trust,

            Series
              2006-ASAP6 Asset Backed Pass-Through Certificates

            (hereinafter
              referred to as “Party
              B”
              or
“Secured
              Party”).

            


             

             

            Dated
              as
              of November 29,
              2006

            


            between

             

            The
              Royal Bank of Scotland plc

            (“PARTY
              A”)

             

            and

             

            HSBC
              Bank USA, National Association, not individually, but
              solely

            as
              the Trust Trustee on behalf of the Trust with respect to the
              ACE

            Securities
              Corp. Home Equity Loan Trust, Series 2006-ASAP6 Asset

            Backed
              Pass-Through Certificates

            (“PARTY
              B”)

            
 

            


            Copyright
              © 1994 by International Swaps and Derivatives Association, Inc.

            


             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            This
              Annex
              supplements, forms part of, and is subject to, the above-referenced
              Agreement,
              is part of its Schedule and is a Credit Support Document under this
              Agreement
              with respect to each party.

            Accordingly,
              the parties agree as follows:

            


            Paragraph
              1 Interpretation

             

            
              	 	
                      (a)

                    	
                      Definitions
                        and Inconsistency  Capitalized
                        terms not otherwise defined herein or elsewhere in this Agreement
                        have the
                        meanings specified pursuant to Paragraph 12, and all references
                        in this
                        Annex to Paragraphs are to Paragraphs of this Annex. In the
                        event of any
                        inconsistency between this Annex and the other provisions
                        of this
                        Schedule, this Annex will prevail, and in the event of any
                        inconsistency
                        between Paragraph 13 and the other provisions of this Annex,
                        Paragraph 13
                        will prevail.

                    


            

            


            
              	 	
                      (b)

                    	
                      Secured
                        Party and Pledgor  All
                        references in this Annex to the “Secured Party” will be to either party
                        when acting in that capacity and all corresponding references
                        to the
                        “Pledgor” will be to the other party when acting in that capacity;
                        provided,
                        however,
                        that if Other Posted Support is held by a party to this Annex,
                        all
                        references herein to that party as the Secured Party with
                        respect to that
                        Other Posted Support will be to that party as the beneficiary
                        thereof and
                        will not subject that support or that party as the beneficiary
                        thereof to
                        provisions of law generally relating to security interests
                        and secured
                        parties.

                    


            

            


            Paragraph
              2 Security
              Interest

             

            Each
              party, as the Pledgor, hereby pledges to the other party, as the Secured
              Party,
              as security for its Obligations, and grants to the Secured Party a
              first
              priority continuing security interest in, lien on and right of Set-off
              against
              all Posted Collateral Transferred to or received by the Secured Party
              hereunder.
              Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral,
              the
              security interest and lien granted hereunder on that Posted Collateral
              will be
              released immediately and, to the extent possible, without any further
              action by
              either party.

            


            Paragraph
              3 Credit
              Support Obligations

             

            
              	 	
                      (a)

                    	
                      Delivery
                        Amount  Subject
                        to Paragraphs 4 and 5, upon a demand made by the Secured
                        Party on or
                        promptly following a Valuation Date, if the Delivery Amount
                        for that
                        Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount,
                        then the Pledgor will Transfer to the Secured Party Eligible
                        Credit
                        Support having a Value as of the date of Transfer at least
                        equal to the
                        applicable Delivery Amount (rounded pursuant to Paragraph
                        13). Unless
                        otherwise specified in Paragraph 13, the “Delivery
                        Amount”
                        applicable to the Pledgor for any Valuation Date will equal
                        the amount by
                        which:

                    


            

            


            
              
                	
                      	(i)	
                        the
                          Credit Support Amount 

                      


              

            

            


            exceeds

            


            
              	 	
                      (ii)

                    	
                      the
                        Value as of that Valuation Date of all Posted Credit Support
                        held by the
                        Secured Party.

                    


            

            


            
              	 	
                      (b)

                    	
                      Return
                        Amount  Subject
                        to Paragraphs 4 and 5, upon a demand made by the Pledgor
                        on or promptly
                        following a Valuation Date, if the Return Amount for that
                        Valuation Date
                        equals or exceeds the Secured Party’s Minimum Transfer Amount, then the
                        Secured Party will Transfer to the Pledgor Posted Credit
                        Support specified
                        by the Pledgor in that demand having a Value as of the date
                        of Transfer as
                        close as practicable to the applicable Return Amount (rounded
                        pursuant to
                        Paragraph 13). Unless otherwise specified in Paragraph 13,
                        the
                        “Return
                        Amount”
                        applicable to the Secured Party for any Valuation Date will
                        equal the
                        amount by which:

                    


            

             

             

            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

            

            
            

             

            
              	 	
                      (i)

                    	
                      the
                        Value as of that Valuation Date of all Posted Credit Support
                        held by the
                        Secured Party 

                    


            

            


            Exceeds

            


            
              
                	
                      	(ii)	
                        the
                          Credit Support Amount.

                      


              

            

            


            “Credit
              Support Amount”
means,
              unless otherwise specified in Paragraph 13, for any Valuation Date
              (i) the
              Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all
              Independent Amounts applicable to the Pledgor, if any, minus (iii)
              all
              Independent Amounts applicable to the Secured Party, if any, minus
              (iv) the
              Pledgor’s Threshold; provided,
              however,
              that
              the Credit Support Amount will be deemed to be zero whenever the calculation
              of
              Credit Support Amount yields a number less than zero. 

            


            Paragraph
              4 Conditions
              Precedent, Transfer Timing, Calculations and Substitutions

             

            
              	 	
                      (a)

                    	
                      Conditions
                        Precedent  Each
                        Transfer obligation of the Pledgor under Paragraphs 3 and
                        5 and of the
                        Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is
                        subject to the
                        conditions precedent that:

                    


            

             

            
              
                	
                      	(i)	
                        no
                          Event of Default, Potential Event of Default or Specified
                          Condition has
                          occurred and is continuing with respect to the other party;
                          and

                      


              

            

             

            
              	 	
                      (ii)

                    	
                      no
                        Early Termination Date for which any unsatisfied payment
                        obligations exist
                        has occurred or been designated as the result of an Event
                        of Default or
                        Specified Condition with respect to the other
                        party.

                    


            

            


            
              	 	
                      (b)

                    	
                      Transfer
                        Timing  Subject
                        to Paragraphs 4(a) and 5 and unless otherwise specified,
                        if a demand for
                        the Transfer of Eligible Credit Support or Posted Credit
                        Support is made
                        by the Notification Time, then the relevant Transfer will
                        be made not
                        later than the close of business on the next Local Business
                        Day; if a
                        demand is made after the Notification Time, then the relevant
                        Transfer
                        will be made not later than the close of business on the
                        second Local
                        Business Day thereafter.

                    


            

            


            
              	 	
                      (c)

                    	
                      Calculations  All
                        calculations of Value and Exposure for purposes of Paragraphs
                        3 and 6(d)
                        will be made by the Valuation Agent as of the Valuation Time.
                        The
                        Valuation Agent will notify each party (or the other party,
                        if the
                        Valuation Agent is a party) of its calculations not later
                        than the
                        Notification Time on the Local Business Day following the
                        applicable
                        Valuation Date (or in the case of Paragraph 6(d), following
                        the date of
                        calculation).

                    


            

            


            
              	 	
                      (d)

                    	
                      Substitutions

                       

                    


            

            
              	 	
                      (i)

                    	
                      Unless
                        otherwise specified in Paragraph 13, upon notice to the Secured
                        Party
                        specifying the items of Posted Credit Support to be exchanged,
                        the Pledgor
                        may, on any Local Business Day, Transfer to the Secured Party
                        substitute
                        Eligible Credit Support (the “Substitute
                        Credit Support”);
                        and

                    


              	 	 	 


              	 	(ii) 	
                      subject
                        to Paragraph 4(a), the Secured Party will Transfer to the
                        Pledgor the
                        items of Posted Credit Support specified by the Pledgor in
                        its notice not
                        later than the Local Business Day following the date on which
                        the Secured
                        Party receives the Substitute Credit Support, unless otherwise
                        specified
                        in Paragraph 13 (the “Substitution
                        Date”);
                        provided
                        that the Secured Party will only be obligated to Transfer
                        Posted Credit
                        Support with a Value as of the date of Transfer of that Posted
                        Credit
                        Support equal to the Value as of that date of the Substitute
                        Credit
                        Support.

                    


              	 	 	 


            

            


             

            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

            


            Paragraph
              5 Dispute
              Resolution

             

            If
              a
              party (a “Disputing
              Party”)
              disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return
              Amount or (II) the Value of any Transfer of Eligible Credit Support
              or Posted
              Credit Support, then (1) the Disputing Party will notify the other
              party and the
              Valuation Agent (if the Valuation Agent is not the other party) not
              later than
              the close of business on the Local Business Day following (X) the date
              that the
              demand is made under Paragraph 3 in the case of (I) above or (Y) the
              date of
              Transfer in the case of (II) above, (2) subject to Paragraph 4(a),
              the
              appropriate party will Transfer the undisputed amount to the other
              party not
              later than the close of business on the Local Business Day following
              (X) the
              date that the demand is made under Paragraph 3 in the case of (I) above
              or (Y)
              the date of Transfer in the case of (II) above, (3) the parties will
              consult
              with each other in an attempt to resolve the dispute and (4) if they
              fail to
              resolve the dispute by the Resolution Time, then:

            


            
              	 	
                      (i)

                    	
                      In
                        the case of a dispute involving a Delivery Amount or Return
                        Amount, unless
                        otherwise specified in Paragraph 13, the Valuation Agent will recalculate
                        the Exposure and the Value as of the Recalculation Date
                        by:

                    


            

            


            
              	 	
                      (A)

                    	
                      utilizing
                        any calculations of Exposure for the Transactions (or Swap
                        Transactions)
                        that the parties have agreed are not in
                        dispute;

                    


            

            


            
              	 	
                      (B)

                    	
                      calculating
                        the Exposure for the Transactions (or Swap Transactions)
                        in dispute by
                        seeking four actual quotations at mid-market from Reference
                        Market-makers
                        for purposes of calculating Market Quotation, and taking
                        the arithmetic
                        average of those obtained; provided
                        that if four quotations are not available for a particular
                        Transaction (or
                        Swap Transaction), then fewer than four quotations may be
                        used for that
                        Transaction (or Swap Transaction); and if no quotations are
                        available for
                        a particular Transaction (or Swap Transaction), then the
                        Valuation Agent’s
                        original calculations will be used for that Transaction (or
                        Swap
                        Transaction); and

                    


            

            


            
              	(C)  	
                          
                        utilizing the procedures specified in Paragraph 13 for calculating
                        the
                        Value, if disputed, of Posted Credit
                        Support.

                    


            

            


            
              
                	
                      	(ii)	
                        In
                          the case of a dispute involving the Value of any Transfer
                          of Eligible
                          Credit Support or Posted Credit Support, the Valuation
                          Agent will
                          recalculate the Value as of the date of Transfer pursuant
                          to Paragraph
                          13.

                      


              

            

            


            Following
              a recalculation pursuant to this Paragraph, the Valuation Agent will
              notify each
              party (or the other party, if the Valuation Agent is a party) not later
              than the
              Notification Time on the Local Business Day following the Resolution
              Time. The
              appropriate party will, upon demand following that notice by the Valuation
              Agent
              or a resolution pursuant to (3) above and subject to Paragraphs 4(a)
              and 4(b),
              make the appropriate Transfer.

            


            Paragraph
              6 Holding
              and Using Posted Collateral

             

            
              	 	
                      (a)

                    	
                      Care
                        of Posted Collateral  Without
                        limiting the Secured Party’s rights under Paragraph 6(c), the Secured
                        Party will exercise reasonable care to assure the safe custody
                        of all
                        Posted Collateral to the extent required by applicable law,
                        and in any
                        event the Secured Party will be deemed to have exercised
                        reasonable care
                        if it exercises at least the same degree of care as it would
                        exercise with
                        respect to its own property. Except as specified in the preceding
                        sentence, the Secured Party will have no duty with respect
                        to Posted
                        Collateral, including, without limitation, any duty to collect
                        any
                        Distributions, or enforce or preserve any rights pertaining
                        thereto.

                    


            

             

            
              
                
                

              

              
                4

                
                  

                

              

              
                
                

              

            

            
            

             

            
              	 	
                      (b)

                    	
                      Eligibility
                        to Hold Posted Collateral; Custodians

                       

                    


            

            
              	 	
                      (i)

                    	
                      General  Subject
                        to the satisfaction of any conditions specified in Paragraph
                        13 for
                        holding Posted Collateral, the Secured Party will be entitled
                        to hold
                        Posted Collateral or to appoint an agent (a “Custodian”)
                        to hold Posted Collateral for the Secured Party. Upon notice
                        by the
                        Secured Party to the Pledgor of the appointment of a Custodian,
                        the
                        Pledgor’s obligations to make any Transfer will be discharged by
                        making
                        the Transfer to that Custodian. The holding of Posted Collateral
                        by a
                        Custodian will be deemed to be the holding of that Posted
                        Collateral by
                        the Secured Party for which the Custodian is
                        acting.

                    


            

             

            
              
                
                  	
                        	(ii)	
                          Failure
                            to Satisfy Conditions  If
                            the Secured Party or its Custodian fails to satisfy any
                            conditions for
                            holding Posted Collateral, then upon a demand made by
                            the Pledgor, the
                            Secured Party will, not later than five Local Business
                            Days after the
                            demand, Transfer or cause its Custodian to Transfer all
                            Posted Collateral
                            held by it to a Custodian that satisfies those conditions
                            or to the
                            Secured Party if it satisfies those
                            conditions.

                        


                

              

            

            


            
              	 	
                      (iii)

                    	
                      Liability  The
                        Secured Party will be liable for the acts or omissions of
                        its Custodian to
                        the same extent that the Secured Party would be liable hereunder
                        for its
                        own acts or omissions.

                    


            

            


            
              	 	
                      (c)

                    	
                      Use
                        of Posted Collateral  Unless
                        otherwise specified in Paragraph 13 and without limiting
                        the rights and
                        obligations of the parties under Paragraphs 3, 4(d)(ii),
                        5, 6(d) and 8, if
                        the Secured Party is not a Defaulting Party or an Affected
                        Party with
                        respect to a Specified Condition and no Early Termination
                        Date has
                        occurred or been designated as the result of an Event of
                        Default or
                        Specified Condition with respect to the Secured Party, then
                        the Secured
                        Party will, notwithstanding Section 9-207 of the New York
                        Uniform
                        Commercial Code, have the right to:

                    


            

            
              


              
                	 	
                        (i)

                      	
                        
                          sell,
                            pledge, rehypothecate, assign, invest, use, commingle
                            or otherwise dispose
                            of, or otherwise use in its business any Posted Collateral
                            it holds, free
                            from any claim or right of any nature whatsoever of the
                            Pledgor, including
                            any equity or right of redemption by the Pledgor;
                            and

                        

                      


              

               

            

            
              	 	
                      (ii)

                    	
                      register
                        any Posted Collateral in the name of the Secured Party, its
                        Custodian or a
                        nominee for either.

                    


            

            


            For
              purposes of the obligation to Transfer Eligible Credit Support or Posted
              Credit
              Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized
              under this Agreement, the Secured Party will be deemed to continue
              to hold all
              Posted Collateral and to receive Distributions made thereon, regardless
              of
              whether the Secured Party has exercised any rights with respect to
              any Posted
              Collateral pursuant to (i) or (ii) above.

            


            
              	 	
                      (d)

                    	
                      Distributions
                        and Interest Amount

                    


            

            


            
              
                	
                      	(i)	
                        Distributions  Subject
                          to Paragraph 4(a), if the Secured Party receives or is
                          deemed to receive
                          Distributions on a Local Business Day, it will Transfer
                          to the Pledgor not
                          later than the following Local Business Day any Distributions
                          it receives
                          or is deemed to receive to the extent that a Delivery Amount
                          would not be
                          created or increased by that Transfer, as calculated by
                          the Valuation
                          Agent (and the date of calculation will be deemed to be
                          a Valuation Date
                          for this purpose).

                      


              

            

             

             

            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            

            
            

             

            
              	 	
                      (ii)

                    	
                      Interest
                        Amount  Unless
                        otherwise specified in Paragraph 13 and subject to Paragraph
                        4(a), in lieu
                        of any interest, dividends or other amounts paid or deemed
                        to have been
                        paid with respect to Posted Collateral in the form of Cash
                        (all of which
                        may be retained by the Secured Party), the Secured Party
                        will Transfer to
                        the Pledgor at the times specified in Paragraph 13 the Interest
                        Amount to
                        the extent that a Delivery Amount would not be created or
                        increased by
                        that Transfer, as calculated by the Valuation Agent (and
                        the date of
                        calculation will be deemed to be a Valuation Date for this
                        purpose). The
                        Interest Amount or portion thereof not Transferred pursuant
                        to this
                        Paragraph will constitute Posted Collateral in the form of
                        Cash and will
                        be subject to the security interest granted under Paragraph
                        2.

                    


            

            


            Paragraph
              7 Events
              of Default

             

            For
              purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default
              will
              exist with respect to a party if:

            


            
              	 	
                      (i)

                    	
                      that
                        party fails (or fails to cause its Custodian) to make, when
                        due, any
                        Transfer of Eligible Collateral, Posted Collateral or the
                        Interest Amount,
                        as applicable, required to be made by it and that failure
                        continues for
                        two Local Business Days after notice of that failure is given
                        to that
                        party;

                    


            

            


            
              	 	
                      (ii)

                    	
                      that
                        party fails to comply with any restriction or prohibition
                        specified in
                        this Annex with respect to any of the rights specified in
                        Paragraph 6(c)
                        and that failure continues for five Local Business Days after
                        notice of
                        that failure is given to that party; or

                    


              	 	(ii)	
                      that
                        party fails to comply with or perform any agreement or obligation
                        other
                        than those specified in Paragraphs 7(i) and 7(ii) and that
                        failure
                        continues for 30 days after notice of that failure is given
                        to that
                        party.

                    


            

             

            Paragraph
              8 Certain
              Rights and Remedies

             

            
              	 	
                      (a)

                    	
                      Secured
                        Party’s Rights and Remedies  If
                        at any time (1) an Event of Default or Specified Condition
                        with respect to
                        the Pledgor has occurred and is continuing or (2) an Early
                        Termination
                        Date has occurred or been designated as the result of an
                        Event of Default
                        or Specified Condition with respect to the Pledgor, then,
                        unless the
                        Pledgor has paid in full all of its Obligations that are
                        then due, the
                        Secured Party may exercise one or more of the following rights
                        and
                        remedies:

                    


            

             

            
              
                	 	
                        (i)

                      	
                        
                          all
                            rights and remedies available to a secured party under
                            applicable law with
                            respect to Posted Collateral held by the Secured
                            Party;

                        

                      


              

               

            

            
              	 	
                      (ii)

                    	
                      any
                        other rights and remedies available to the Secured Party
                        under the terms
                        of Other Posted Support, if any;

                    


            

            


            
              	 	
                      (iii)

                    	
                      the
                        right to Set-off any amounts payable by the Pledgor with
                        respect to any
                        Obligations against any Posted Collateral or the Cash equivalent
                        of any
                        Posted Collateral held by the Secured Party (or any obligation
                        of the
                        Secured Party to Transfer that Posted Collateral);
                        and

                    


            

            


            
              	 	
                      (iv)

                    	
                      the
                        right to liquidate any Posted Collateral held by the Secured
                        Party through
                        one or more public or private sales or other dispositions
                        with such
                        notice, if any, as may be required under applicable law,
                        free from any
                        claim or right of any nature whatsoever of the Pledgor, including
                        any
                        equity or right of redemption by the Pledgor (with the Secured
                        Party
                        having the right to purchase any or all of the Posted Collateral
                        to be
                        sold) and to apply the proceeds (or the Cash equivalent thereof)
                        from the
                        liquidation of the Posted Collateral to any amounts payable
                        by the Pledgor
                        with respect to any Obligations in that order as the Secured
                        Party may
                        elect.

                    


            

             

             

            
              
                
                

              

              
                6

                
                  

                

              

              
                
                

              

            

            Each
              party acknowledges and agrees that Posted Collateral in the form of
              securities
              may decline speedily in value and is of a type customarily sold on
              a recognized
              market, and, accordingly, the Pledgor is not entitled to prior notice
              of any
              sale of that Posted Collateral by the Secured Party, except any notice
              that is
              required under applicable law and cannot be waived.

            


            
              	 	
                      (b)

                    	
                      Pledgor’s
                        Rights and Remedies  If
                        at any time an Early Termination Date has occurred or been
                        designated as
                        the result of an Event of Default or Specified Condition
                        with respect to
                        the Secured Party, then (except in the case of an Early Termination
                        Date
                        relating to less than all Transactions (or Swap Transactions)
                        where the
                        Secured Party has paid in full all of its obligations that
                        are then due
                        under Section 6(e) of this
                        Agreement):

                    


            

            


            
              	 	
                      (i)

                    	
                      the
                        Pledgor may exercise all rights and remedies available to
                        a pledgor under
                        applicable law with respect to Posted Collateral held by
                        the Secured
                        Party;

                    


            

            


            
              	 	
                      (ii)

                    	
                      the
                        Pledgor may exercise any other rights and remedies available
                        to the
                        Pledgor under the terms of Other Posted Support, if
                        any;

                    


            

            


            
              	 	
                      (iii)

                    	
                      the
                        Secured Party will be obligated immediately to Transfer all
                        Posted
                        Collateral and the Interest Amount to the Pledgor;
                        and

                    


            

            


            
              	 	
                      (iv)

                    	
                      to
                        the extent that Posted Collateral or the Interest Amount
                        is not so
                        Transferred pursuant to (iii) above, the Pledgor
                        may:

                    


            

            


            
              	 	
                      (A)

                    	
                      Set-off
                        any amounts payable by the Pledgor with respect to any Obligations
                        against
                        any Posted Collateral or the Cash equivalent of any Posted
                        Collateral held
                        by the Secured Party (or any obligation of the Secured Party
                        to Transfer
                        that Posted Collateral); and

                    


            

            


            
              	 	
                      (B)

                    	
                      to
                        the extent that the Pledgor does not Set-off under (iv)(A)
                        above, withhold
                        payment of any remaining amounts payable by the Pledgor with
                        respect to
                        any Obligations, up to the Value of any remaining Posted
                        Collateral held
                        by the Secured Party, until that Posted Collateral is Transferred
                        to the
                        Pledgor.

                    


            

            


            
              	 	
                      (c)

                    	
                      Deficiencies
                        and Excess Proceeds  The
                        Secured Party will Transfer to the Pledgor any proceeds and
                        Posted Credit
                        Support remaining after liquidation, Set-off and/or application
                        under
                        Paragraphs 8(a) and 8(b) after satisfaction in full of all
                        amounts payable
                        by the Pledgor with respect to any Obligations; the Pledgor
                        in all events
                        will remain liable for any amounts remaining unpaid after
                        any liquidation,
                        Set-off and/or application under Paragraphs 8(a) and
                        8(b).

                    


            

            


            
              	 	
                      (d)

                    	
                      Final
                        Returns  When
                        no amounts are or thereafter may become payable by the Pledgor
                        with
                        respect to any Obligations (except for any potential liability
                        under
                        Section 2(d) of this Agreement), the Secured Party will Transfer
                        to the
                        Pledgor all Posted Credit Support and the Interest Amount,
                        if
                        any.

                    


            

            


            Paragraph
              9 Representations

             

            Each
              party represents to the other party (which representations will be
              deemed to be
              repeated as of each date on which it, as the Pledgor, Transfers Eligible
              Collateral) that:

             

            
              
                
                

              

              
                7

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (i)

                    	
                      it
                        has the power to grant a security interest in and lien on
                        any Eligible
                        Collateral it Transfers as the Pledgor and has taken all
                        necessary actions
                        to authorize the granting of that security interest and
                        lien;

                    


            

            


            
              	 	
                      (ii)

                    	
                      it
                        is the sole owner of or otherwise has the right to Transfer
                        all Eligible
                        Collateral it Transfers to the Secured Party hereunder, free
                        and clear of
                        any security interest, lien, encumbrance or other restrictions
                        other than
                        the security interest and lien granted under Paragraph
                        2;

                    


            

            


            
              	 	
                      (iii)

                    	
                      upon
                        the Transfer of any Eligible Collateral to the Secured Party
                        under the
                        terms of this Annex, the Secured Party will have a valid
                        and perfected
                        first priority security interest therein (assuming that any
                        central
                        clearing corporation or any third-party financial intermediary
                        or other
                        entity not within the control of the Pledgor involved in
                        the Transfer of
                        that Eligible Collateral gives the notices and takes the
                        action required
                        of it under applicable law for perfection of that interest);
                        and

                    


            

            


            
              	 	
                      (iv)

                    	
                      the
                        performance by it of its obligations under this Annex will
                        not result in
                        the creation of any security interest, lien or other encumbrance
                        on any
                        Posted Collateral other than the security interest and lien
                        granted under
                        Paragraph 2.

                    


            

            


            Paragraph
              10 Expenses

             

            
              	 	
                      (a)

                    	
                      General  Except
                        as otherwise provided in Paragraphs 10(b) and 10(c), each
                        party will pay
                        its own costs and expenses in connection with performing
                        its obligations
                        under this Annex and neither party will be liable for any
                        costs and
                        expenses incurred by the other party in connection
                        herewith.

                    


            

            


            
              	 	
                      (b)

                    	
                      Posted
                        Credit Support  The
                        Pledgor will promptly pay when due all taxes, assessments
                        or charges of
                        any nature that are imposed with respect to Posted Credit
                        Support held by
                        the Secured Party upon becoming aware of the same, regardless
                        of whether
                        any portion of that Posted Credit Support is subsequently
                        disposed of
                        under Paragraph 6(c), except for those taxes, assessments
                        and charges that
                        result from the exercise of the Secured Party’s rights under Paragraph
                        6(c).

                    


            

            


            
              	 	
                      (c)

                    	
                      Liquidation/Application
                        of Posted Credit Support  All
                        reasonable costs and expenses incurred by or on behalf of
                        the Secured
                        Party or the Pledgor in connection with the liquidation and/or
                        application
                        of any Posted Credit Support under Paragraph 8 will be payable,
                        on demand
                        and pursuant to the Expenses Section of this Agreement, by
                        the Defaulting
                        Party or, if there is no Defaulting Party, equally by the
                        parties.

                    


            

            


            Paragraph
              11 Miscellaneous

             

            
              	 	
                      (a)

                    	
                      Default
                        Interest  A
                        Secured Party that fails to make, when due, any Transfer
                        of Posted
                        Collateral or the Interest Amount will be obligated to pay
                        the Pledgor (to
                        the extent permitted under applicable law) an amount equal
                        to interest at
                        the Default Rate multiplied by the Value of the items of
                        property that
                        were required to be Transferred, from (and including) the
                        date that Posted
                        Collateral or Interest Amount was required to be Transferred
                        to (but
                        excluding) the date of Transfer of that Posted Collateral
                        or Interest
                        Amount. This interest will be calculated on the basis of
                        daily compounding
                        and the actual number of days
                        elapsed.

                    


            

             

             

            
              
                
                

              

              
                8

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (b)

                    	
                      Further
                        Assurances  Promptly
                        following a demand made by a party, the other party will
                        execute, deliver,
                        file and record any financing statement, specific assignment
                        or other
                        document and take any other action that may be necessary
                        or desirable and
                        reasonably requested by that party to create, preserve, perfect
                        or
                        validate any security interest or lien granted under Paragraph
                        2, to
                        enable that party to exercise or enforce its rights under
                        this Annex with
                        respect to Posted Credit Support or an Interest Amount or
                        to effect or
                        document a release of a security interest on Posted Collateral
                        or an
                        Interest Amount.

                    


            

            


            
              	 	
                      (c)

                    	
                      Further
                        Protection  The
                        Pledgor will promptly give notice to the Secured Party of,
                        and defend
                        against, any suit, action, proceeding or lien that involves
                        Posted Credit
                        Support Transferred by the Pledgor or that could adversely
                        affect the
                        security interest and lien granted by it under Paragraph
                        2, unless that
                        suit, action, proceeding or lien results from the exercise
                        of the Secured
                        Party’s rights under Paragraph
                        6(c).

                    


            

            


            
              	 	
                      (d)

                    	
                      Good
                        Faith and Commercially Reasonable Manner  Performance
                        of all obligations under this Annex, including, but not limited
                        to, all
                        calculations, valuations and determinations made by either
                        party, will be
                        made in good faith and in a commercially reasonable
                        manner.

                    


            

            


            
              	 	
                      (e)

                    	
                      Demands
                        and Notices  All
                        demands and notices made by a party under this Annex will
                        be made as
                        specified in the Notices Section of this Agreement, except
                        as otherwise
                        provided in Paragraph 13.

                    


            

            


            
              	 	
                      (f)

                    	
                      Specifications
                        of Certain Matters  Anything
                        referred to in this Annex as being specified in Paragraph
                        13 also may be
                        specified in one or more Confirmations or other documents
                        and this Annex
                        will be construed accordingly.

                    


            

            


            Paragraph
              12 Definitions

             

            As
              used
              in this Annex:

             

            “Cash”
means
              the lawful currency of the United States of America. 

             

            “Credit
              Support Amount”
has
              the
              meaning specified in Paragraph 3.

             

            “Custodian”
has
              the
              meaning specified in Paragraphs 6(b)(i) and 13. 

             

            “Delivery
              Amount”
has
              the
              meaning specified in Paragraph 3(a). 

             

            “Disputing
              Party”
has
              the
              meaning specified in Paragraph 5.

             

            “Distributions”
means
              with respect to Posted Collateral other than Cash, all principal, interest
              and
              other payments and distributions of cash or other property with respect
              thereto,
              regardless of whether the Secured Party has disposed of that Posted
              Collateral
              under Paragraph 6(c). Distributions will not include any item of property
              acquired by the Secured Party upon any disposition or liquidation of
              Posted
              Collateral or, with respect to any Posted Collateral in the form of
              Cash, any
              distributions on that collateral, unless otherwise specified
              herein.

             

            “Eligible
              Collateral”
means,
              with respect to a party, the items, if any, specified as such for that
              party in
              Paragraph 13.

             

            “Eligible
              Credit Support”
means
              Eligible Collateral and Other Eligible Support.

             

            “Exposure”
means
              for any Valuation Date or other date for which Exposure is calculated
              and
              subject to Paragraph 5 in the case of a dispute, the amount, if any,
              that would
              be payable to a party that is the Secured Party by the other party
              (expressed as
              a positive number) or by a party that is the Secured Party to the other
              party
              (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A)
              of this
              Agreement as if all Transactions (or Swap Transactions) were being
              terminated as
              of the relevant Valuation Time; provided
              that
              Market Quotation will be determined by the Valuation Agent using its
              estimates
              at mid-market of the amounts that would be paid for Replacement Transactions
              (as
              that term is defined in the definition of “Market Quotation”).

             

            
              
                
                

              

              
                9

                
                  

                

              

              
                
                

              

            

            “Independent
              Amount”
means,
              with respect to a party, the amount specified as such for that party
              in
              Paragraph 13; if no amount is specified, zero.

             

            “Interest
              Amount”
means,
              with respect to an Interest Period, the aggregate sum of the amounts
              of interest
              calculated for each day in that Interest Period on the principal amount
              of
              Posted Collateral in the form of Cash held by the Secured Party on
              that day,
              determined by the Secured Party for each such day as follows:

             

            (x) the
              amount of that Cash on that day; multiplied by 

             

            (y) the
              Interest Rate in effect for that day; divided by 

             

            (z) 360.

             

            “Interest
              Period”
means
              the period from (and including) the last Local Business Day on which
              an Interest
              Amount was Transferred (or, if no Interest Amount has yet been Transferred,
              the
              Local Business Day on which Posted Collateral in the form of Cash was
              Transferred to or received by the Secured Party) to (but excluding)
              the Local
              Business Day on which the current Interest Amount is to be
              Transferred.

             

            “Interest
              Rate”
means
              the rate specified in Paragraph 13.

             

            “Local
              Business Day”,
              unless
              otherwise specified in Paragraph 13, has the meaning specified in the
              Definitions Section of this Agreement, except that references to a
              payment in
              clause (b) thereof will be deemed to include a Transfer under this
              Annex.

             

            “Minimum
              Transfer Amount”
means,
              with respect to a party, the amount specified as such for that party
              in
              Paragraph 13; if no amount is specified, zero.

            “Notification
              Time”
has
              the
              meaning specified in Paragraph 13.

             

            “Obligations”
means,
              with respect to a party, all present and future obligations of that
              party under
              this Agreement and any additional obligations specified for that party
              in
              Paragraph 13.

             

            “Other
              Eligible Support”
means,
              with respect to a party, the items, if any, specified as such for that
              party in
              Paragraph 13.

             

            “Other
              Posted Support”
means
              all Other Eligible Support Transferred to the Secured Party that remains
              in
              effect for the benefit of that Secured Party.

             

            “Pledgor”
means
              either party, when that party (i) receives a demand for or is required
              to
              Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred
              Eligible Credit Support under Paragraph 3(a).

             

            “Posted
              Collateral”
means
              all Eligible Collateral, other property, Distributions, and all proceeds
              thereof
              that have been Transferred to or received by the Secured Party under
              this Annex
              and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii)
              or
              6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest
              Amount
              or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will
              constitute Posted Collateral in the form of Cash.

             

            “Posted
              Credit Support”
means
              Posted Collateral and Other Posted Support.

             

            “Recalculation
              Date”
means
              the Valuation Date that gives rise to the dispute under Paragraph 5;
              provided,
              however,
              that if
              a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution
              of
              the dispute, then the “Recalculation Date” means the most recent Valuation Date
              under Paragraph 3.

             

            
              
                
                

              

              
                10

                
                  

                

              

              
                
                

              

            

            “Resolution
              Time”
has
              the
              meaning specified in Paragraph 13. 

             

            “Return
              Amount”
has
              the
              meaning specified in Paragraph 3(b).

             

            “Secured
              Party”
means
              either party, when that party (i) makes a demand for or is entitled
              to receive
              Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed
              to hold
              Posted Credit Support.

             

            “Specified
              Condition”
means,
              with respect to a party, any event specified as such for that party
              in Paragraph
              13. 

             

            “Substitute
              Credit Support”
has
              the
              meaning specified in Paragraph 4(d)(i). 

             

            “Substitution
              Date”
has
              the
              meaning specified in Paragraph 4(d)(ii).

             

            “Threshold”
means,
              with respect to a party, the amount specified as such for that party
              in
              Paragraph 13; if no amount is specified, zero.

             

            “Transfer”
means,
              with respect to any Eligible Credit Support, Posted Credit Support
              or Interest
              Amount, and in accordance with the instructions of the Secured Party,
              Pledgor or
              Custodian, as applicable:

            


            
              	 	
                      (i)

                    	
                      in
                        the case of Cash, payment or delivery by wire transfer into
                        one or more
                        bank accounts specified by the
                        recipient;

                    


            

            


            
              	 	
                      (ii)

                    	
                      in
                        the case of certificated securities that cannot be paid or
                        delivered by
                        book-entry, payment or delivery in appropriate physical form
                        to the
                        recipient or its account accompanied by any duly executed
                        instruments of
                        transfer, assignments in blank, transfer tax stamps and any
                        other
                        documents necessary to constitute a legally valid transfer
                        to the
                        recipient;

                    


            

            


            
              	 	
                      (iii)

                    	
                      in
                        the case of securities that can be paid or delivered by book-entry,
                        the
                        giving of written instructions to the relevant depository
                        institution or
                        other entity specified by the recipient, together with a
                        written copy
                        thereof to the recipient, sufficient if complied with to
                        result in a
                        legally effective transfer of the relevant interest to the
                        recipient;
                        and

                    


            

            


            
              	 	
                      (iv)

                    	
                      in
                        the case of Other Eligible Support or Other Posted Support,
                        as specified
                        in Paragraph 13.

                    


            

             

            “Valuation
              Agent”
has
              the
              meaning specified in Paragraph 13.

             

            “Valuation
              Date”
means
              each date specified in or otherwise determined pursuant to Paragraph
              13.

             

            “Valuation
              Percentage”
means,
              for any item of Eligible Collateral, the percentage specified in Paragraph
              13.


             

            “Valuation
              Time”
has
              the
              meaning specified in Paragraph 13.

             

            “Value”
means
              for any Valuation Date or other date for which Value is calculated
              and subject
              to Paragraph 5 in the case of a dispute, with respect to:

            


            
              	 	
                      (i)

                    	
                      Eligible
                        Collateral or Posted Collateral that
                        is:

                    


            

            (A) Cash,
              the
              amount thereof; and

             

            (B) a
              security, the bid price obtained by the Valuation Agent multiplied
              by the
              applicable Valuation Percentage, if any;

            


            
              	 	
                      (ii)

                    	
                      Posted
                        Collateral that consists of items that are not specified
                        as Eligible
                        Collateral, zero; and 

                    


            

            


            
              	 	
                      (iii)

                    	
                      Other
                        Eligible Support and Other Posted Support, as specified in
                        Paragraph
                        13.

                    


            

             

             

            
              
                
                

              

              
                11

                
                  

                

              

              
                
                

              

            

             

            Paragraph
              13. Elections and Variables.

             

            
              	
                      (a)

                    	
                      Security
                        Interest for “Obligations”.
                        The term “Obligations”
                        as
                        used in this Annex includes the following additional
                        obligations:

                    


            

            


            With
              respect to Party A: not applicable.

            


            With
              respect to Party B: not applicable.

            


            
              	
                      (b)

                    	
                      Credit
                        Support Obligations.

                    


            

            


            
              	 	
                      (i)

                    	
                      Delivery
                        Amount, Return Amount and Credit Support
                        Amount.

                    


            

            


            
              	 	
                      (A)

                    	
                      “Delivery
                        Amount”
                        has the meaning specified in Paragraph 3(a) as amended (I)
                        by deleting the
                        words “upon a demand made by the Secured Party on or promptly following
                        a
                        Valuation Date” and inserting in lieu thereof the words “not later than
                        the close of business on each Valuation Date” and (II) by deleting in its
                        entirety the sentence beginning “Unless otherwise specified in Paragraph
                        13” and ending “(ii) the Value as of that Valuation Date of all Posted
                        Credit Support held by the Secured Party.” and inserting in lieu thereof
                        the following:

                    


            

            


            The
              “Delivery
              Amount”
              applicable to the Pledgor for any Valuation Date will equal the greatest
              of


            


            
              	 	
                      (1)
                        

                    	
                      the
                        amount by which (a) the S&P Credit Support Amount for such Valuation
                        Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                        Credit Support held by the Secured Party,


                    


            

            


            
              	 	
                      (2)
                        

                    	
                      the
                        amount by which (a) the Moody’s First Trigger Credit Support Amount for
                        such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                        Valuation Date of all Posted Credit Support held by the Secured
                        Party,
                        and

                    


            

            


            
              	 	
                      (3)
                        

                    	
                      the
                        amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                        such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                        such Valuation Date of all Posted Credit Support held by
                        the Secured
                        Party.

                    


            

            


            
              	 	
                      (B)

                    	
                      “Return
                        Amount”
                        has the meaning specified in Paragraph 3(b) as amended by
                        deleting in its
                        entirety the sentence beginning “Unless otherwise specified in Paragraph
                        13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                        thereof the following:

                    


            

            


            The
              “Return
              Amount”
              applicable to the Secured Party for any Valuation Date will equal the
              least of


            


            
              	 	
                      (1)
                        

                    	
                      the
                        amount by which (a) the S&P Value as of such Valuation Date of all
                        Posted Credit Support held by the Secured Party exceeds (b)
                        the S&P
                        Credit Support Amount for such Valuation Date,


                    


            

            


            
              	 	
                      (2)
                        

                    	
                      the
                        amount by which (a) the Moody’s First Trigger Value as of such Valuation
                        Date of all Posted Credit Support held by the Secured Party
                        exceeds (b)
                        the Moody’s First Trigger Credit Support Amount for such Valuation
                        Date,
                        and

                    


            

            


            
              	 	
                      (3)
                        

                    	
                      the
                        amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                        Date of all Posted Credit Support held by the Secured Party
                        exceeds (b)
                        the Moody’s Second Trigger Credit Support Amount for such Valuation
                        Date.

                    


            

             

             

            
              
                
                

              

              
                12

                
                  

                

              

              
                
                

              

            

            
            

             

            
              	 	
                      (C)

                    	
                      “Credit
                        Support Amount”
                        shall not apply. For purposes of calculating any Delivery
                        Amount or Return
                        Amount for any Valuation Date, reference shall be made to
                        the S&P
                        Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                        the Moody’s Second Trigger Credit Support Amount, in each case for
                        such
                        Valuation Date, as provided in Paragraphs 13(b)(i)(A) and
                        13(b)(i)(B),
                        above.

                    


            

            


            
              	 	
                      (ii)

                    	
                      Eligible
                        Collateral.
                        

                    


            

            


            On
              any
              date, the following items will qualify as “Eligible
              Collateral”
(for
              the avoidance of doubt, all Eligible Collateral to be denominated in
              USD):

             

            
              	
                       

                      ISDA
                        Collateral Asset Definition
                        (ICAD) Code 

                    	 	
                      Remaining
                        Maturity in Years

                    	 	
                      S&P
                        

                      Valuation
                        

                      Percentage

                    	 	
                      Moodd’s

                      First
                        Trigger Valuation
                        Percentage

                    	 	
                      Moody’s

                      Second
                        Trigger

                      Valuation

                      Percentage

                    
	 	 	 	 	 	 	 	 	 
	
                      (A)
                        US-CASH

                    	 	
                      N/A

                    	 	
                      100%

                    	 	
                      100%

                    	 	
                      100%

                    
	 	 	 	 	 	 	 	 	 
	
                      (B)  US-TBILL

                      US-TNOTE

                      US-TBOND

                    	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	
                      1
                        or less

                    	 	
                      98.9%

                    	 	
                      100%

                    	 	
                      100%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 1 but not more than 2

                    	 	
                      98.0%

                    	 	
                      100%

                    	 	
                      99%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 2 but not more than 3

                    	 	
                      97.4%

                    	 	
                      100%

                    	 	
                      98%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 3 but not more than 5

                    	 	
                      95.5%

                    	 	
                      100%

                    	 	
                      97%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 5 but not more than 7

                    	 	
                      93.7%

                    	 	
                      100%

                    	 	
                      96%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 7 but not more than 10

                    	 	
                      92.5%

                    	 	
                      100%

                    	 	
                      94%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 10 but not more than 20

                    	 	
                      91.1%

                    	 	
                      100%

                    	 	
                      90%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 20

                    	 	
                      88.6%

                    	 	
                      100%

                    	 	
                      88%

                    
	 	 	 	 	 	 	 	 	 
	
                      (C) 
                        US-GNMA

                      US-FNMA

                      US-FHLMC

                    	 	 	 	 	 	 	 	 
	 	 	
                      1
                        or less

                    	 	
                      98.5%

                    	 	
                      100%

                    	 	
                      99%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 1 but not more than 2

                    	 	
                      97.7%

                    	 	
                      100%

                    	 	
                      99%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 2 but not more than 3

                    	 	
                      97.3%

                    	 	
                      100%

                    	 	
                      98%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 3 but not more than 5

                    	 	
                      94.5%

                    	 	
                      100%

                    	 	
                      96%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 5 but not more than 7

                    	 	
                      93.1%

                    	 	
                      100%

                    	 	
                      93%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 7 but not more than 10

                    	 	
                      90.7%

                    	 	
                      100%

                    	 	
                      93%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 10 but not more than 20

                    	 	
                      87.7%

                    	 	
                      100%

                    	 	
                      89%

                    
	 	 	 	 	 	 	 	 	 
	 	 	
                      More
                        than 20

                    	 	
                      84.4%

                    	 	
                      100%

                    	 	
                      87%

                    


            

             

            
              
                
                

              

              
                13

                
                  

                

              

              
                
                

              

            

            The
              ISDA
              Collateral Asset Definition (ICAD) Codes used in this Paragraph 13(b)(ii)
              are
              taken from the Collateral Asset Definitions (First Edition June 2003)
              as
              published and copyrighted in 2003 by the International Swaps and Derivatives
              Association, Inc.

            


            
              	 	
                      (iii)

                    	
                      Other
                        Eligible Support. 

                    


            

            


            The
              following items will qualify as “Other
              Eligible Support”
              for the
              party specified: 

            


            Not
              applicable.

            


            
              	 	
                      (iv)

                    	
                      Threshold.

                    


            

            


            
              	 	
                      (A)

                    	
                      “Independent
                        Amount”
                        means zero with respect to Party A and Party
                        B.

                    


            

            


            
              	 	
                      (B)

                    	
                      “Threshold”
                        means, with respect to Party A and any Valuation Date, zero
                        (i) if a
                        Collateral Event has occurred and has been continuing (x)
                        for at least 30
                        days or (y) since this Annex was executed, or (ii) a S&P Required
                        Ratings Downgrade Event has occurred and is continuing; otherwise,
                        infinity.

                       

                      “Threshold”
                        means, with respect to Party B and any Valuation Date,
                        infinity.

                    



            


            
              	 	
                      (C)

                    	
                      “Minimum
                        Transfer Amount” means
                        USD 100,000 with respect to Party A and Party B; provided,
                        however, that
                        if the aggregate principal balance of Certificates and Notes
                        rated by
                        S&P ceases to be more than USD 50,000,000, the “Minimum
                        Transfer Amount”
                        shall be USD 50,000.

                    


            

            


            
              	 	
                      (D)

                    	
                      Rounding:
                        The Delivery Amount will be rounded up to the nearest integral
                        multiple of
                        USD 10,000. The Return Amount will be rounded down to the
                        nearest integral
                        multiple of USD 1,000.

                    


            

            


            
              	
                      (c)

                    	
                      Valuation
                        and Timing.

                    


            

            


            
              	 	
                      (i)

                    	
                      “Valuation
                        Agent”
                        means Party A. All calculations by the Valuation Agent must
                        be made in
                        accordance with standard market
                        practice.

                    


            

            


            
              	 	
                      (ii)

                    	
                      “Valuation
                        Date” means
                        each Local Business Day on which any of the S&P Credit Support Amount,
                        the Moody’s First Trigger Credit Support Amount or the Moody’s Second
                        Trigger Credit Support Amount is greater than
                        zero.

                    


            

            


            
              	 	
                      (iii)

                    	
                      “Valuation
                        Time” means
                        the close of business in the city of the Valuation Agent
                        on the Local
                        Business Day immediately preceding the Valuation Date or
                        date of
                        calculation, as applicable; provided
                        that the calculations of Value and Exposure will be made
                        as of
                        approximately the same time on the same date.


                    


            

             

             

            
              
                
                

              

              
                14

                
                  

                

              

              
                
                

              

            

             

            
              	 	
                      (iv)

                    	
                      “Notification
                        Time” means
                        11:00 a.m., New York time, on a Local Business Day.
                        

                    


            

            


            
              	 	
                      (v)

                    	
                      External
                        Verification.
                        Notwithstanding anything to the contrary in the definitions
                        of Valuation
                        Agent or Valuation Date, at any time at which Party A (or,
                        to the extent
                        applicable, its Credit Support Provider) does not have a
                        long-term
                        unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                        the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                        the S&P Value of Posted Credit Suppport on each Valuation Date
                        based
                        on internal marks and (B) verify such calculations with external
                        marks
                        monthly by obtaining on the last Local Business Day of each
                        calendar month
                        two external marks for each Transaction to which this Annex
                        relates and
                        for all Posted Credit Suport; such verification of the Secured
                        Party’s
                        Exposure shall be based on the higher of the two external
                        marks. Each
                        external mark in respect of a Transaction shall be obtained
                        from an
                        independent Reference Market-maker that would be eligible
                        and willing to
                        enter into such Transaction in the absence of the current
                        derivative
                        provider, provided that an external mark may not be obtained
                        from the same
                        Reference Market-maker more than four times in any 12-month
                        period. The
                        Valuation Agent shall obtain these external marks directly
                        or through an
                        independent third party, in either case at no cost to Party
                        B. The
                        Valuation Agent shall calculate on each Valuation Date (for
                        purposes of
                        this paragraph, the last Local Business Day in each calendar
                        month
                        referred to above shall be considered a Valuation Date) the
                        Secured
                        Party’s Exposure based on the greater of the Valuation Agent’s internal
                        marks and the external marks received. If the S&P Value on any such
                        Valuation Date of all Posted Credit Support then held by
                        the Secured Party
                        is less than the S&P Credit Support Amount on such Valuation Date (in
                        each case as determined pursuant to this paragraph), Party
                        A shall, within
                        three Local Business Days of such Valuation Date, Transfer
                        to the Secured
                        Party Eligible Credit Support having an S&P Value as of the date of
                        Transfer at least equal to such
                        deficiency.

                    


            

            


            
              	 	
                      (vi)

                    	
                      Notice
                        to S&P.
                        At
                        any time at which Party A (or, to the extent applicable,
                        its Credit
                        Support Provider) does not have a long-term unsubordinated
                        and unsecured
                        debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                        provide to S&P not later than the Notification Time on the Local
                        Business Day following each Valuation Date its calculations
                        of the Secured
                        Party’s Exposure and the S&P Value of any Eligible Credit Support or
                        Posted Credit Support for that Valuation Date. The Valuation
                        Agent shall
                        also provide to S&P any external marks received pursuant to the
                        preceding paragraph.

                    


            

            


            
              	
                      (d)

                    	
                      Conditions
                        Precedent and Secured Party’s Rights and
                        Remedies.
                        The following Termination Events will be a “Specified
                        Condition”
                        for the party specified (that party being the Affected Party
                        if the
                        Termination Event occurs with respect to that party): With
                        respect to
                        Party A: any Additional Termination Event with respect to
                        which Party A is
                        the sole Affected Party. With respect to Party B:
                        None.

                    


            

            


            
              	
                      (e)

                    	
                      Substitution.

                    


            

            


            
              	 	
                      (i)

                    	
                      “Substitution
                        Date”
                        has the meaning specified in Paragraph
                        4(d)(ii).

                    


            

            


            
              	 	
                      (ii)

                    	
                      Consent.
                        If
                        specified here as applicable, then the Pledgor must obtain
                        the Secured
                        Party’s consent for any substitution pursuant to Paragraph 4(d):
                        Inapplicable.

                    


            

            


            
              	
                      (f)

                    	
                      Dispute
                        Resolution.

                    


            

            


            
              	 	
                      (i)

                    	
                      “Resolution
                        Time”
                        means 11:00 a.m. New York time on the Local Business Day
                        following the
                        date on which the notice of the dispute is given under Paragraph
                        5.

                    


            

            


            
              	 	
                      (ii)

                    	
                      Value.
                        Notwithstanding anything to the contrary in Paragraph 12,
                        for the purpose
                        of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                        Value, and Moody’s Second Trigger Value, on any date, of Eligible
                        Collateral other than Cash will be calculated as follows:
                        

                    


            

            


            For
              Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
              the
              sum of (A) the product of (1)(x) the bid price at the Valuation Time
              for such
              securities on the principal national securities exchange on which such
              securities are listed, or (y) if such securities are not listed on
              a national
              securities exchange, the bid price for such securities quoted at the
              Valuation
              Time by any principal market maker for such securities selected by
              the Valuation
              Agent, or (z) if no such bid price is listed or quoted for such date,
              the bid
              price listed or quoted (as the case may be) at the Valuation Time for
              the day
              next preceding such date on which such prices were available and (2)
              the
              applicable Valuation Percentage for such Eligible Collateral, and (B)
              the
              accrued interest on such securities (except to the extent Transferred
              to the
              Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable
              price
              referred to in the immediately preceding clause (A)) as of such
              date.

             

            
              
                
                

              

              
                15

                
                  

                

              

              
                
                

              

            

            
            

             

            
              	 	
                      (iii)

                    	
                      Alternative.
                        The provisions of Paragraph 5 will
                        apply.

                    


            

            


            
              	
                      (g)

                    	
                      Holding
                        and Using Posted
                        Collateral.

                    


            

            


            
              	 	
                      (i)

                    	
                      Eligibility
                        to Hold Posted Collateral; Custodians.  Party
                        B (or any Custodian) will be entitled to hold Posted Collateral
                        pursuant
                        to Paragraph 6(b). 

                    


            

            


            Party
              B
              may appoint as Custodian (A) the entity then serving as Trustee or
              (B) any
              entity other than the entity then serving as Trustee if such other
              entity (or,
              to the extent applicable, its parent company or credit support provider)
              shall
              then have a short-term unsecured and unsubordinated debt rating from
              S&P of
              at least “A-1.”

            


            Initially,
              the Custodian
              for
              Party B is: the Trustee of the Supplemental Interest Trust.

            


            
              	 	
                      (ii)

                    	
                      Use
                        of Posted Collateral. The
                        provisions of Paragraph 6(c)(i) will not apply to Party B,
                        but the
                        provisions of Paragraph 6(c)(ii) will apply to Party B.
                        

                    


            

            


            
              	
                      (h)

                    	
                      Distributions
                        and Interest Amount.

                    


            

            


            
              	 	
                      (i)

                    	
                      Interest
                        Rate.
                        The “Interest
                        Rate”
                        will be the actual interest rate earned on Posted Collateral
                        in the form
                        of Cash that is held by Party B or its
                        Custodian.

                    


            

            


            
              	 	
                      (ii)

                    	
                      Transfer
                        of Interest Amount.
                        The Transfer of the Interest Amount will be made on the second
                        Local
                        Business Day following the end of each calendar month and
                        on any other
                        Local Business Day on which Posted Collateral in the form
                        of Cash is
                        Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                        however,
                        that the obligation of Party B to Transfer any Interest Amount
                        to Party A
                        shall be limited to the extent that Party B has earned and
                        received such
                        funds and such funds are available to Party B.


                    


            

            


            
              	 	
                      (iii)

                    	
                      Alternative
                        to Interest Amount.
                        The provisions of Paragraph 6(d)(ii) will
                        apply.

                    


            

            


            
              	
                      (i)

                    	
                      Additional
                        Representation(s).
                        There are no additional representations by either
                        party.

                    


            

            


            
              	
                      (j)

                    	
                      Other
                        Eligible Support and Other Posted Support.

                    


            

            


            
              	 	
                      (i)

                    	
                      “Value”
                        with respect to Other Eligible Support and Other Posted Support
                        means: not
                        applicable. 

                    


            

            


            
              	 	
                      (ii)

                    	
                      “Transfer”
                        with respect to Other Eligible Support and Other Posted Support
                        means: not
                        applicable.

                    


            

            


            
              	
                      (k)

                    	
                      Demands
                        and Notices.All
                        demands, specifications and notices under this Annex will
                        be made pursuant
                        to the Notices Section of this Agreement, except that any
                        demand,
                        specification or notice shall be given to or made at the
                        following
                        addresses, or at such other address as the relevant party
                        may from time to
                        time designate by giving notice (in accordance with the terms
                        of this
                        paragraph) to the other party:

                    


            

             

             

            
              
                
                

              

              
                16

                
                  

                

              

              
                
                

              

            

             

            If
              to
              Party A, at the address specified pursuant to the Notices Section of
              this
              Agreement.

            


            If
              to
              Party B, at the address specified pursuant to the Notices Section of
              this
              Agreement.

            


            If
              to
              Party B’s Custodian, at such address as will be provided from time to time.
               

            


            
              	
                      (l)

                    	
                      Address
                        for Transfers.
                        Each Transfer hereunder shall be made to the address specified
                        below or to
                        an address specified in writing from time to time by the
                        party to which
                        such Transfer will be made.

                    


            

            


            Party
              A account details:

            


            For
              the
              account of The Royal Bank of Scotland Financial Markets Fixed Income
              and
              Interest Rate 

            Derivative
              Operations, London SWIFT RBOSGB2RTCM with JPMorgan Chase Bank, New
              York


            CHASUS33,
              ABA # 021000021

            Account
              Number 400930153

            


            Party
              B account details:

            


            Wells
              Fargo Bank, NA

            ABA
              #
              121000248

            Account
              Name: SAS Clearing Account #3970771416

            FFC
              to:
              50969501, ACE 2006-ASAP6 Reserve Fund

            


            Party
              B’s Custodian account details:

            


            Wells
              Fargo Bank, NA

            ABA
              #
              121000248

            Account
              Name: SAS Clearing Account #3970771416

            FFC
              to:
              50969501, ACE 2006-ASAP6 Reserve Fund

            


            
              	
                      (m)

                    	
                      Other
                        Provisions.

                    


            

            


            
              	 	
                      (i)

                    	
                      Collateral
                        Account.
                        Party B shall open and maintain a segregated account, which
                        shall be an
                        Eligible Account, and hold, record and identify all Posted
                        Collateral in
                        such segregated account.

                    


            

            


            
              	 	
                      (ii)

                    	
                      Agreement
                        as to Single Secured Party and Single Pledgor.
                        Party A and Party B hereby agree that, notwithstanding anything
                        to the
                        contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                        means only Party B, (b) the term “Pledgor” as used in this Annex means
                        only Party A, (c) only Party A makes the pledge and grant
                        in Paragraph 2,
                        the acknowledgement in the final sentence of Paragraph 8(a)
                        and the
                        representations in Paragraph 9.

                    


            

            


            
              	 	
                      (iii)

                    	
                      Calculation
                        of Value.
                        Paragraph 4(c) is hereby amended by deleting the word “Value” and
                        inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                        Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                        deleting the words “a Value” and inserting in lieu thereof “an S&P
                        Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                        (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                        Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                        Paragraph 5 (flush language) is hereby amended by deleting
                        the word
                        “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                        Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                        language) is hereby amended by deleting the word “Value” and inserting in
                        lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                        Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                        word “the Value, if” and inserting in lieu thereof “any one or more of the
                        S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                        Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                        first instance of the words “the Value” and inserting in lieu thereof “any
                        one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                        Second Trigger Value” and (2) deleting the second instance of the words
                        “the Value” and inserting in lieu thereof “such disputed S&P Value,
                        Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                        Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
                        by deleting
                        the word “Value” and inserting in lieu thereof “least of the S&P
                        Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                        

                    


            

             

             

            
              
                
                

              

              
                17

                
                  

                

              

              
                
                

              

            

            
 

            
              	 	
                      (iv)

                    	
                      Form
                        of Annex. Party
                        A and Party B hereby agree that the text of Paragraphs 1
                        through 12,
                        inclusive, of this Annex is intended to be the printed form
                        of ISDA Credit
                        Support Annex (Bilateral Form - ISDA Agreements Subject to
                        New York Law
                        Only version) as published and copyrighted in 1994 by the
                        International
                        Swaps and Derivatives Association,
                        Inc.

                    


            

            


            
              	 	
                      (v)

                    	
                      Events
                        of Default.
                        Paragraph 7 will not apply to cause any Event of Default
                        to exist with
                        respect to Party B except that Paragraph 7(i) will apply
                        to Party B solely
                        in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                        Support Annex. Notwithstanding anything to the contrary in
                        Paragraph 7,
                        any failure by Party A to comply with or perform any obligation
                        to be
                        complied with or performed by Party A under the Credit Support
                        Annex shall
                        only be an Event of Default if (A) a Required Ratings Downgrade
                        Event has
                        occurred and been continuing for 30 or more Local Business
                        Days and (B)
                        such failure is not remedied on or before the third Local
                        Business Day
                        after notice of such failure is given to Party
                        A.

                    


            

            


            
              	 	
                      (vi)

                    	
                      Expenses.
                        Notwithstanding anything to the contrary in Paragraph 10,
                        the Pledgor will
                        be responsible for, and will reimburse the Secured Party
                        for, all transfer
                        and other taxes and other costs involved in any Transfer
                        of Eligible
                        Collateral.

                    


            

            


            
              	 	
                      (vii)

                    	
                      Withholding.
                        Paragraph 6(d)(ii) is hereby amended by inserting immediately
                        after “the
                        Interest Amount” in the fourth line thereof the words “less any applicable
                        withholding taxes.”

                    


            

            


            
              	
                    	(viii)	
                      Additional
                        Definitions.
                        As used in this Annex:

                    


            

             

            “Collateral
              Event” means
              that no Relevant Entity has credit ratings at least equal to the Approved
              Ratings Threshold.

            


            “DV01”
              means,
              with respect to a Transaction and any date of determination, the estimated
              change in the Secured Party’s Transaction Exposure with respect to such
              Transaction that would result from a one basis point change in the
              relevant swap
              curve on such date, as determined by the Valuation Agent in good faith
              and in a
              commercially reasonable manner. The Valuation Agent shall, upon request
              of Party
              B, provide to Party B a statement showing in reasonable detail such
              calculation.

            


            “Exposure”
              has the
              meaning specified in Paragraph 12, except that after the word “Agreement” the
              words “(assuming, for this purpose only, that Part 1(f) of the Schedule is
              deleted)” shall be inserted. 

            


            “Local
              Business Day”
means:
              any day on which (A) commercial banks are open for business (including
              dealings
              in foreign exchange and foreign currency deposits) in New York and
              the location
              of Party A, Party B and any Custodian, and (B) in relation to a Transfer
              of
              Eligible Collateral, any day on which the clearance system agreed between
              the
              parties for the delivery of Eligible Collateral is open for acceptance
              and
              execution of settlement instructions (or in the case of a Transfer
              of Cash or
              other Eligible Collateral for which delivery is contemplated by other
              means a
              day on which commercial banks are open for business (including dealings
              in
              foreign exchange and foreign deposits) in New York and the location
              of Party A,
              Party B and any Custodian. 

            


            
              
                
                

              

              
                18

                
                  

                

              

              
                
                

              

            

            “Moody’s
              First Trigger Event” means
              that no Relevant Entity has credit ratings from Moody’s at least equal to the
              Moody’s First Trigger Ratings Threshold.

            


            “Moody’s
              First Trigger Credit Support Amount” means,
              for any Valuation Date, the excess, if any, of

            


            
              	 	
                      (I)

                    	
                      (A)

                    	
                      for
                        any Valuation Date on which (I) a Moody’s First Trigger Event has occurred
                        and has been continuing (x) for at least 30 Local Business Days or (y)
                        since this Annex was executed and (II) it is not the case
                        that a Moody’s
                        Second Trigger Event has occurred and been continuing for
                        at least 30
                        Local Business Days, the greater of (a) zero and (b) the
                        sum of (i) the
                        Secured Party’s Transaction Exposure for such Valuation Date and (ii) the
                        sum for each Transaction to which this Annex relates, of
                        the lesser of (x)
                        the product of the Moody’s First Trigger DV01 Multiplier and DV01 for such
                        Transaction and such Valuation Date and (y) the product of
                        Moody’s First
                        Trigger Notional Amount Multiplier and the Notional Amount
                        for such
                        Transaction for the Calculation Period which includes such
                        Valuation
                        Date;
                        or

                    


              	 	 	 	 


              	 	 	(B)	for
                      any other Valuation Date, zero, over


            

             

            
              	
                    	(II)	
                      the
                        Threshold for Party A such Valuation
                        Date.

                    


            

            


            “Moody’s
              First Trigger DV01 Multiplier”
              means
              15.

            


            “Moody’s
              First Trigger Value”
              means,
              on any date and with respect to any Eligible Collateral other than
              Cash, the bid
              price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
              Valuation Percentage for such Eligible Collateral set forth in Paragraph
              13(b)(ii).

            


            “Moody’s
              First Trigger Notional Amount Multiplier”
              means
              2%.

            


            “Moody’s
              Second Trigger Event” means
              that no Relevant Entity has credit ratings from Moody’s at least equal to the
              Moody’s Second Trigger Ratings Threshold.

            


            “Moody’s
              Second Trigger Credit Support Amount”
              means,
              for any Valuation Date, the excess, if any, of

            


            
              	 	
                      (I)

                    	
                      (A)

                    	
                      for
                        any Valuation Date on which it is the case that a Moody’s Second Trigger
                        Event has occurred and been continuing for at least 30 Local
                        Business
                        Days, the sum, for each Transaction to which this Annex relates,
                        of an
                        amount equal to the following:

                    


            

            


            if
              such
              Transaction is not a Transaction-Specific Hedge, 

            


            the
              greatest of (a) zero, (b) the amount of the next payment due to be
              paid by Party
              A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
              Exposure for such Transaction and such Valuation Date and (y) the lesser
              of (i)
              the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for such
              Transaction and such Valuation Date and (ii) the product of the Moody’s Second
              Trigger Notional Amount Multiplier and the Notional Amount for such
              Transaction
              for the Calculation Period which includes such Valuation Date;
              or

            


            
              
                
                

              

              
                19

                
                  

                

              

              
                
                

              

            

            if
              such
              Transaction is a Transaction-Specific Hedge, 

            


            the
              greatest of (a) zero, (b) the amount of the next payment due to be
              paid by Party
              A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
              Exposure for such Transaction and such Valuation Date and (y) the lesser
              of (i)
              the product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
              Multiplier and DV01 for such Transaction and such Valuation Date and
              (ii) the
              product of the Moody’s Second Trigger Transaction-Specific Hedge Notional Amount
              Multiplier and the Notional Amount for such Transaction for the Calculation
              Period which includes such Valuation Date;

            


            or
              

            


            
              	 	
                      (B)

                    	
                      for
                        any other Valuation Date, zero,
                        over

                    


            

            


            
              	
                    	(II)	
                      the
                        Threshold for Party A for such Valuation
                        Date.

                    


            

            


            “Moody’s
              Second Trigger DV01 Multiplier”
              means
              50.

            


            “Moody’s
              Second Trigger Transaction-Specific Hedge DV01
              Multiplier”
              means
              65.

            


            “Moody’s
              Second Trigger Transaction-Specific Hedge Notional Amount
              Multiplier”
              means
              10%.

            


            “Moody’s
              Second Trigger Value”
              means,
              on any date and with respect to any Eligible Collateral other than
              Cash, the bid
              price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
              Valuation Percentage for such Eligible Collateral set forth in Paragraph
              13(b)(ii).

            


            “Moody’s
              Second Trigger Notional Amount Multiplier”
              means
              8%.

            


            “S&P
              Credit Support Amount”
              means,
              for any Valuation Date, the excess, if any, of

            


            
              	 	
                      (I)

                    	
                      (A)
                        

                    	
                      for
                        any Valuation Date on which (i) an S&P Rating Threshold Event has
                        occurred and been continuing for at least 30 days, or (ii)
                        a S&P
                        Required Ratings Downgrade Event has occurred and is continuing,
                        an amount
                        equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                        Valuation Date and (2) the sum, for each Transaction to which
                        this Annex
                        relates, of the product of the Volatility Buffer for such
                        Transaction and
                        the Notional Amount of such Transaction for the Calculation
                        Period of such
                        Transaction which includes such Valuation Date, or
                        

                    


            

            


            
              	 	
                      (B)

                    	
                      for
                        any other Valuation Date, zero,
                        over

                    


            

            


            
              	
                    	(II)	
                      the
                        Threshold for Party A for such Valuation
                        Date.

                    


            

            


            “S&P
              Rating Threshold Event”
              means,
              on any date, no Relevant Entity has credit ratings from S&P which equal or
              exceed the S&P Approved Ratings Threshold.

            


            
              
                
                

              

              
                20

                
                  

                

              

              
                
                

              

            

            “S&P
              Value”
              means,
              on any date and with respect to any Eligible Collateral other than
              Cash, the
              product of (A) the bid price obtained by the Valuation Agent for such
              Eligible
              Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
              set forth in paragraph 13(b)(ii).

            


            “Transaction
              Exposure”
              means,
              for any Transaction, Exposure determined as if such Transaction were
              the only
              Transaction between the Secured Party and the Pledgor.

            


            “Transaction-Specific
              Hedge” means
              any
              Transaction that is an interest rate cap, interest rate floor or interest
              rate
              swaption, or an interest rate swap if (x) the notional amount of the
              interest
              rate swap is “balance guaranteed” or (y) the notional amount of the interest
              rate swap for any Calculation Period otherwise is not a specific dollar
              amount
              that is fixed at the inception of the Transaction.

            


            “Valuation
              Percentage”
              shall
              mean, for purposes of determining the S&P Value, Moody’s First Trigger
              Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
              or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
              Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
              such Eligible Collateral or Posted Collateral, respectively, in each
              case as set
              forth in Paragraph 13(b)(ii).

             

            “Value”
              shall
              mean, in respect of any date, the related S&P Value, the related Moody’s
              First Trigger Value, and the related Moody’s Second Trigger Value.

            


            “Volatility
              Buffer”
              means,
              for any Transaction, the related percentage set forth in the following
              table.


             

            
              	 	 	 	 	 
	
                      The
                        higher of the S&P short-term credit rating of (i) Party A and (ii) the
                        Credit Support Provider of Party A, if applicable

                    	
                      Remaining
                        Weighted Average Maturity 

                      up
                        to 3 years

                    	
                      Remaining
                        Weighted Average Maturity

                      up
                        to 5 years

                    	
                      Remaining
                        Weighted Average Maturity

                      up
                        to 10 years

                    	
                      Remaining
                        Weighted Average Maturity

                      up
                        to 30 years

                    
	
                      At
                        least “A-2”

                    	
                      2.75%

                    	
                      3.25%

                    	
                      4.00%

                    	
                      4.75%

                    
	
                      “A-3”

                    	
                      3.25%

                    	
                      4.00%

                    	
                      5.00%

                    	
                      6.25%

                    
	
                      “BB+”
                        or
                        lower

                    	
                      3.50%

                    	
                      4.50%

                    	
                      6.75%

                    	
                      7.50%

                    


            

            
 

            [Remainder
              of this page intentionally left blank]

            


            

              
                
                  
                  

                

                
                  21

                  
                    

                  

                

                 

              

            

            
              
 

            

            IN
              WITNESS WHEREOF, the parties have executed this Annex by their duly
              authorized
              representatives as of the date of the Agreement.

            
              	
                       

                      The
                        Royal Bank of Scotland plc 

                       

                    	
                       

                      HSBC
                        Bank USA, National Association, not individually, but solely
                        as
                        Supplemental Interest Trust Trustee on behalf of the Supplemental
                        Interest
                        Trust with respect to the ACE Securities Corp. Home Equity
                        Loan Trust,
                        Series 2006-ASAP6 Asset Backed Pass-Through Certificates

                       

                    
	
                      By: /s/
                        David E. Wagner        

                      Name
                        David E. Wagner

                      Title:
                        Managing Director

                      Date:
                        November 29, 2006

                    	
                      By: /s/
                        Fernando Acebedo        

                      Name:
                        Fernando Acebedo

                      Title:
                        Vice President

                      Date:
                        November 29, 2006 

                    


            

            


            


            
              Credit
                Support Annex

              incorporated
                by reference in the Confirmation (Reference No. IRG16133296)


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

          

           

          
            
              	 	
                      

                    
	 	
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                        Bishopsgate

                      London
                        EC2M 4RB

                    
	 	 
	
                      Memorandum

                    	
                      November
                        29, 2006

                    


            

             

            
              	
                      To:

                    	
                      HSBC
                        Bank USA, National Association, not in its individual capacity,
                        but

                      solely
                        as Trustee with respect to ACE Securities Corp. Home Equity
                        Loan Trust,
                        

                      Series
                        2006-ASAP6 Asset Backed Pass-Through Certificates (“Party
                        B”)

                       

                      Wells
                        Fargo Bank, National Association

                      9062
                        Old Annapolis Road

                      Columbia,
                        Maryland 21045

                      Tel:
                        410-884-2000

                      Attn:
                        Client Manager, ACE 2006-ASAP6

                      Fax:
                        410-715-2380

                    


            

             

            
              	
                      From:

                       

                       

                       

                       

                    	
                      The
                        Royal Bank of Scotland plc (“Party
                        A”)

                      c/o
                        RBS Financial Markets

                      Level
                        7, 135 Bishopsgate

                      London
                        EC2M 3UR

                      Attn:
                        Head of Legal, Financial Markets 

                      Tel:
                        44 207 085 5000

                      Fax:
                        44 207 085 8411

                    
	 	 
	
                      Copy
                        To:

                    	
                      Greenwich
                        Capital Markets, Inc.

                      600
                        Steamboat Road

                      Greenwich,
                        CT 06830

                      Attn:
                        Legal Department - Derivatives Documentation

                      Tel.:
                        203-618-2576

                      Fax:
                        203-618-2533/34

                    
	 	 
	
                      Our
                        Reference Number:

                    	
                      IRG16133297

                    
	 	 


            

             

            The
              purpose of this long-form confirmation (“Confirmation”)
              is to
              confirm the terms and conditions of the current Transaction entered
              into on the
              Trade Date specified below (the “Transaction”)
              between Party A and
              HSBC
              Bank USA, National Association, not individually, but solely as trustee
              (the
“Trustee”) on behalf of ACE Securities Corp. Home Equity Loan Trust, Series
              2006-ASAP6 (the “Trust”)
              created under the Pooling and Servicing Agreement, dated as of November
              1, 2006,
              among Ace Securities Corp. (the “Depositor”), Ocwen Loan Servicing, LLC (the
“Servicer”), Wells Fargo Bank, National Association (the “Master Servicer” and
              the “Securities Administrator”), and the Trustee (the “Pooling
              and Servicing Agreement”).
              This
              Confirmation evidences a complete and binding agreement between you
              and us to
              enter into the Transaction on the terms set forth below and replaces
              any
              previous agreement between us with respect to the subject matter hereof.
              This
              Confirmation constitutes a “Confirmation”
              and also
              constitutes a “Schedule”
              as
              referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
              Support
              Annex to the Schedule. 

            


            


            
              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

            


            
              	
                      1.

                    	
                      This
                        Confirmation shall supplement, form a part of, and be subject
                        to an
                        agreement in the form of the ISDA Master Agreement (Multicurrency
                        - Cross
                        Border) as published and copyrighted in 1992 by the International
                        Swaps
                        and Derivatives Association, Inc. (the “ISDA
                        Master Agreement”),
                        as if Party A and Party B had executed an agreement in such
                        form on the
                        date hereof, with a Schedule as set forth in Item 3 of this
                        Confirmation,
                        and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                        Subject
                        to New York Law Only version) as published and copyrighted
                        in 1994 by the
                        International Swaps and Derivatives Association, Inc., with
                        Paragraph 13
                        thereof as set forth in Annex A hereto (the “Credit
                        Support Annex”).
                        For the avoidance of doubt, the Transaction described herein
                        shall be the
                        sole Transaction governed by such ISDA Master Agreement.
                        In the event of
                        any inconsistency among any of the following documents, the
                        relevant
                        document first listed shall govern: (i) this Confirmation,
                        exclusive of
                        the provisions set forth in Item 3 hereof and Annex A hereto;
                        (ii) the
                        provisions set forth in Item 3 hereof, which are incorporated
                        by reference
                        into the Schedule; (iii) the Credit Support Annex; (iv) the
                        Definitions;
                        and (v) the ISDA Master Agreement.

                    


            

            


            Each
              reference herein to a “Section” (unless specifically referencing the Pooling and
              Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
              a reference to a Section of the ISDA Master Agreement; each herein
              reference to
              a “Part” will be construed as a reference to the provisions herein deemed
              incorporated in a Schedule to the ISDA Master Agreement; each reference
              herein
              to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
              Support Annex.


            


            
              
                
                  
                  

                

                
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                        2.

                      	
                        The
                          terms of the particular Transaction to which this Confirmation
                          relates are
                          as follows:

                      
	 	 	 
	 	
                        Type
                          of Transaction:

                      	
                        Interest
                          Rate Cap

                      
	 	 	 
	 	
                        Notional
                          Amount:

                      	
                        With
                          respect to any Calculation Period, the lesser of (i) the
                          amount set forth
                          for such period on Schedule I attached hereto and (ii)
                          the aggregate
                          Certificate Principal Balance of the Class A-1B Certificates,
                          the
                          Mezzanine Certificates and the Class CE Certificates (together,
                          the
                          “Certificates”)
                          immediately preceding the Distribution Date which occurs
                          in the calendar
                          month of the Floating Rate Payer Payment Date for such
                          Calculation Period
                          (determined for this purpose without regard to any adjustment
                          of the
                          Floating Rate Payer Payment Date or Distribution Date relating
                          to business
                          days) (the “Relevant
                          Balance”).

                      
	 	 	 
	 	 	
                        The
                          Securities Administrator shall make available each month
                          on its website a
                          statement containing the Relevant Balance at least five
                          (5) Business Days
                          prior to the related Floating Rate Payer Payment Date,
                          and Party A shall
                          be entitled to rely conclusively upon such statement. The
                          Securities
                          Administrator’s internet website is located at www.ctslink.com and
                          assistance in using the website can be obtained by calling
                          (301) 815-6600.
                          

                      
	 	 	 
	 	 	
                        Any
                          payment by Party A to Party B in excess of the amount due
                          under this
                          Transaction on any Floating Rate Payer Payment Date (as
                          a result of the
                          Notional Amount for the related Calculation Period being
                          other than the
                          amount set forth in Schedule I hereto for such Calculation
                          Period) shall
                          be returned by Party B to Party A as soon as Party B becomes
                          aware of such
                          overpayment. Other than the return of such overpayment,
                          neither Party B
                          nor Party A shall incur any penalty or liability hereunder
                          with respect to
                          such overpayment.

                      
	 	 	 
	 	
                        Trade
                          Date:

                      	
                        November
                          22, 2006

                      
	 	 	 
	 	
                        Effective
                          Date:

                      	
                        November
                          29, 2006

                      
	 	 	 
	 	
                        Termination
                          Date:

                      	
                        May
                          25, 2007, subject to adjustment in accordance with the
                          Business Day
                          Convention.

                      
	 	 	 
	 	
                        Fixed
                          Amount:

                      	 
	 	 	 
	 	
                        Fixed
                          Amount Payer:

                      	
                        Party
                          B

                      
	 	 	 
	 	
                        Fixed
                          Amount Payer

                      	 
	 	
                        Payment
                          Date:

                      	
                        November
                          29, 2006

                      
	 	 	 
	 	
                        Fixed
                          Amount:

                      	
                        USD
                          1000.00

                      
	 	 	 
	 	
                        Floating
                          Amounts:

                      	 
	 	 	 
	 	
                        Floating
                          Rate Payer:

                      	
                        Party
                          A

                      
	 	
                         

                      	 
	 	
                        Cap
                          Rate:

                      	
                        7.50%
                          

                      
	 	 	 
	 	
                        Floating
                          Rate Payer 

                      	 
	 	
                        Period
                          End Dates:

                      	
                        The
                          25th
                          calendar day of each month of each year, commencing December
                          25, 2006,
                          through and including the Termination Date, subject to
                          adjustment in
                          accordance with the Business Day Convention.

                      
	 	 	 


              

               

               

              
                
                  
                  

                

                
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                        Floating
                          Rate Payer 

                      	 
	 	
                        Payment
                          Dates:

                      	
                        Early
                          Payment shall be applicable. The Floating Rate Payer Payment
                          Dates shall
                          be one (1) Business Day prior to each Floating Rate Payer
                          Period End
                          Date.

                      
	 	 	 
	 	
                        Floating
                          Rate Option:

                      	
                        USD-LIBOR-BBA

                      
	 	 	 
	 	
                        Designated
                          Maturity:

                      	
                        One
                          month

                      
	 	 	 
	 	
                        Floating
                          Rate Day 

                      	 
	 	
                        Count
                          Fraction:

                      	
                        Actual/360

                      
	 	 	 
	 	
                        Reset
                          Dates:

                      	
                        The
                          first day of each Calculation Period.

                      
	 	 	 
	 	
                        Business
                          Days:

                      	
                        New
                          York

                      
	 	 	 
	 	
                        Business
                          Day Convention:

                      	
                        Following

                      
	 	 	 
	 	
                        Calculation
                          Agent:

                      	
                        Party
                          A

                      
	 	 	 


              

            

            


            


            
              
                
                  
                  

                

                
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                      3.

                    	
                      Provisions
                        Deemed Incorporated in a Schedule to the ISDA Master
                        Agreement:

                    


            

            


            
              	
                      Part
                        1.

                    	
                      Termination
                        Provisions.

                    


            

            


            For
              the
              purposes of this Agreement:-

            


            
              	
                      (a)

                    	
                      “Specified
                        Entity”
                        will not apply to Party A or Party B for any purpose.
                        

                    


            

            


            
              	
                      (b)

                    	
                      “Specified
                        Transaction”
                        will not apply to Party A or Party B for any
                        purpose.

                    


            

            


            
              	
                      (c)

                    	
                      Events
                        of Default.

                    


            

            


            The
              statement below that an Event of Default will apply to a specific party
              means
              that upon the occurrence of such an Event of Default with respect to
              such party,
              the other party shall have the rights of a Non-defaulting Party under
              Section 6
              of this Agreement; conversely, the statement below that such event
              will not
              apply to a specific party means that the other party shall not have
              such
              rights.

            


            
              	 	
                      (i)

                    	
                      The
                        “Failure
                        to Pay or Deliver”
                        provisions of Section 5(a)(i) will apply to Party A and will
                        apply to
                        Party B; provided, however, that Section 5(a)(i) is hereby
                        amended by
                        replacing the word “third” with the word “first”; provided, further, that
                        notwithstanding anything to the contrary in Section 5(a)(i),
                        any failure
                        by Party A to comply with or perform any obligation to be
                        complied with or
                        performed by Party A under the Credit Support Annex shall
                        not constitute
                        an Event of Default under Section 5(a)(i) unless (A) a Required
                        Ratings
                        Downgrade Event has occurred and been continuing for 30 or
                        more Local
                        Business Days and (B) such failure is not remedied on or
                        before the third
                        Local Business Day after notice of such failure is given
                        to Party
                        A.

                    


            

            


            
              	 	
                      (ii)

                    	
                      The
                        “Breach
                        of Agreement”
                        provisions of Section 5(a)(ii) will apply to Party A and
                        will not apply to
                        Party B.

                    


            

            


            
              	 	
                      (iii)

                    	
                      The
                        “Credit
                        Support Default”
                        provisions of Section 5(a)(iii) will apply to Party A and
                        will not apply
                        to Party B except that Section 5(a)(iii)(1) will apply to
                        Party B solely
                        in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                        Support Annex; provided, however, that notwithstanding anything
                        to the
                        contrary in Section 5(a)(iii)(1), any failure by Party A
                        to comply with or
                        perform any obligation to be complied with or performed by
                        Party A under
                        the Credit Support Annex shall not constitute an Event of
                        Default under
                        Section 5(a)(iii) unless (A) a Required Ratings Downgrade
                        Event has
                        occurred and been continuing for 30 or more Local Business
                        Days and (B)
                        such failure is not remedied on or before the third Local
                        Business Day
                        after notice of such failure is given to Party
                        A.

                    


            

            


            
              	 	
                      (iv)

                    	
                      The
                        “Misrepresentation”
                        provisions of Section 5(a)(iv) will apply to Party A and
                        will not apply to
                        Party B. 

                    


            

            


            
              	 	
                      (v)

                    	
                      The
                        “Default
                        under Specified Transaction”
                        provisions of Section 5(a)(v) will apply to Party A and will
                        not apply to
                        Party B.

                    


            

            


            
              	 	
                      (vi)

                    	
                      The
                        “Cross
                        Default”
                        provisions of Section 5(a)(vi) will apply to Party A and
                        will not apply to
                        Party B. For purposes of Section 5(a)(vi), solely with respect
                        to Party
                        A:

                    


            

            


            “Specified
              Indebtedness” will have the meaning specified in Section 14 , except that such
              term shall not include obligations in respect of deposits received
              in the
              ordinary course of Party A’s banking business.

            


            “Threshold
              Amount” means with respect to Party A an amount equal to three percent (3%)
              of
              the shareholders’ equity of Party A or, if applicable, the Eligible Guarantor,
              in either case as shown in the most recent annual audited financial
              statements
              of the relevant entity. 

            


            
              	 	
                      (vii)

                    	
                      The
                        “Bankruptcy”
                        provisions of Section 5(a)(vii) will apply to Party A and
                        will apply to
                        Party B except that the provisions of Section 5(a)(vii)(2),
                        (6) (to the
                        extent that such provisions refer to any appointment contemplated
                        or
                        effected by the Pooling and Servicing Agreement or any appointment
                        to
                        which Party B has not become subject), (7) and (9) will not
                        apply to Party
                        B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                        is
                        hereby amended by adding after the words “against it” the words
                        “(excluding any proceeding or petition instituted or presented
                        by Party A
                        or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                        deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                        (4) as amended, (5), (6) as amended, or (7)”. For purposes of Section
                        5(a)(vii)(6), the only relevant appointments are the appointments
                        of (i)
                        HSBC Bank USA, National Association, as the Trustee to the
                        Trust and as
                        the Trustee to the Supplemental Interest Trust, (ii) Wells
                        Fargo Bank,
                        National Association, as Securities Administrator, and (iii)
                        any successor
                        to HSBC Bank USA, National Association as the Trustee to
                        the Trust or as
                        the Trustee to the Supplemental Interest Trust or any successor
                        to Wells
                        Fargo Bank, National Association, as Securities
                        Administrator.

                    


            

            


            
              
                
                  
                  

                

                
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                      (viii)

                    	
                      The
                        “Merger
                        Without Assumption”
                        provisions of Section 5(a)(viii) will apply to Party A and
                        will apply to
                        Party B.

                    


            

            


            
              	
                      (d)

                    	
                      Termination
                        Events.

                    


            

            


            The
              statement below that a Termination Event will apply to a specific party
              means
              that upon the occurrence of such a Termination Event, if such specific
              party is
              the Affected Party with respect to a Tax Event, the Burdened Party
              with respect
              to a Tax Event Upon Merger (except as noted below) or the non-Affected
              Party
              with respect to a Credit Event Upon Merger, as the case may be, such
              specific
              party shall have the right to designate an Early Termination Date in
              accordance
              with Section 6 of this Agreement; conversely, the statement below that
              such an
              event will not apply to a specific party means that such party shall
              not have
              such right; provided, however, with respect to “Illegality” the statement that
              such event will apply to a specific party means that upon the occurrence
              of such
              a Termination Event with respect to such party, either party shall
              have the
              right to designate an Early Termination Date in accordance with Section
              6 of
              this Agreement.

             

            
              	 	(i)	The “Illegality”
                      provisions of Section 5(b)(i) will apply to Party A and will
                      apply to
                      Party B.


              	 	 	 


              	 	
                      (ii)

                    	
                      The
                        “Tax
                        Event”
                        provisions of Section 5(b)(ii) will apply to Party A except
                        that, for
                        purposes of the application of Section 5(b)(ii) to Party
                        A, Section
                        5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                        a taxing authority, or brought in a court of competent jurisdiction,
                        on or
                        after the date on which a Transaction is entered into (regardless
                        of
                        whether such action is taken or brought with respect to a
                        party to this
                        Agreement) or (y)”, and the “Tax
                        Event”
                        provisions of Section 5(b)(ii) will apply to Party
                        B.

                    


            

            


            
              	 	
                      (iii)

                    	
                      The
                        “Tax
                        Event Upon Merger”
                        provisions of Section 5(b)(iii) will apply to Party A and
                        will apply to
                        Party B, provided that Party A shall not be entitled to designate
                        an Early
                        Termination Date by reason of a Tax Event upon Merger in
                        respect of which
                        it is the Affected Party.

                    


            

            


            
              	 	
                      (iv)

                    	
                      The
                        “Credit
                        Event Upon Merger”
                        provisions of Section 5(b)(iv) will not apply to Party A
                        and will not
                        apply to Party B.

                    


            

            


            
              	
                      (e)

                    	
                      The
                        “Automatic
                        Early Termination”
                        provision of Section 6(a) will not apply to Party A and will
                        not apply to
                        Party B.

                    


            

            


            
              	
                      (f)

                    	
                       Payments
                        on Early Termination.
                        For the purpose of Section 6(e) of this
                        Agreement:

                    


            

            


            
              	 	
                      (i)

                    	
                      Market
                        Quotation will apply, provided, however, that, in the event
                        of a
                        Derivative Provider Trigger Event, the following provisions
                        will
                        apply:

                    


            

            


            


            
              
                
                  
                  

                

                
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                      (A)
                        

                    	
                      The
                        definition of Market Quotation in Section 14 shall be deleted
                        in its
                        entirety and replaced with the
                        following:

                    


            

            


            “Market
              Quotation” means,
              with respect to one or more Terminated Transactions, a Firm Offer which
              is (1)
              made by a Reference Market-maker that is an Eligible Replacement, (2)
              for an
              amount that would be paid to Party B (expressed as a negative number)
              or by
              Party B (expressed as a positive number) in consideration of an agreement
              between Party B and such Reference Market-maker to enter into a Replacement
              Transaction, and (3) made on the basis that Unpaid Amounts in respect
              of the
              Terminated Transaction or group of Transactions are to be excluded
              but, without
              limitation, any payment or delivery that would, but for the relevant
              Early
              Termination Date, have been required (assuming satisfaction of each
              applicable
              condition precedent) after that Early Termination Date is to be included.
              The
              party making the determination (or its agent) will request each Reference
              Market-maker to provide its quotation to the extent reasonably practicable
              as of
              the same day and time (without regard to different time zones) on or
              as soon as
              reasonably practicable before the Latest Settlement Amount Determination
              Day.
              The day and time as of which those quotations are to be obtained will
              be
              selected in good faith by the party obliged to make a determination
              under
              Section 6(e), and, if each party is so obliged, after consultation
              with the
              other.  

            


            
              	 	
                      (B)

                    	
                      The
                        definition of Settlement Amount shall be deleted in its entirety
                        and
                        replaced with the following:

                    


            

            


            “Settlement
              Amount”
              means,
              with respect to any Early Termination Date, an amount (as determined
              by Party B)
              equal to: 

            


            
              	 	
                      (a)

                    	
                      If
                        a Market Quotation for the relevant Terminated Transaction
                        or group of
                        Terminated Transactions is accepted by Party B so as to become
                        legally
                        binding on or before the day falling ten Local Business Days
                        after the day
                        on which the Early Termination Date is designated, or such
                        later day as
                        Party B may specify in writing to Party A, but in either
                        case no later
                        than one Local Business Day prior to the Early Termination
                        Date (such day,
                        the “Latest Settlement Amount Determination Day”), the Termination
                        Currency Equivalent of the amount (whether positive or negative)
                        of such
                        Market Quotation; 

                    


            

            


            
              	 	
                      (b)

                    	
                      If,
                        on the Latest Settlement Amount Determination Day, no Market
                        Quotation for
                        the relevant Terminated Transaction or group of Terminated
                        Transactions
                        has been accepted by Party B so as to become legally binding
                        and one or
                        more Market Quotations from
                        Approved Replacements have
                        been made and remain capable of becoming legally binding
                        upon acceptance,
                        the Settlement Amount shall equal the Termination Currency
                        Equivalent of
                        the amount (whether positive or negative) of the lowest of
                        such Market
                        Quotations (for the avoidance of doubt, the lowest of such
                        Market
                        Quotations shall be the lowest Market Quotation of
                        such Market Quotations
                        expressed as a positive number or, if any of such Market
                        Quotations is
                        expressed as a negative number, the Market Quotation expressed
                        as a
                        negative number with the largest absolute value);
                        or

                    


            

            


            
              	 	
                      (c)

                    	
                      If,
                        on the Latest Settlement Amount Determination Day, no Market
                        Quotation for
                        the relevant Terminated Transaction or group of Terminated
                        Transactions is
                        accepted by Party B so as to become legally binding and no
                        Market
                        Quotation from an Approved Replacement remains capable of
                        becoming legally
                        binding upon acceptance, the Settlement Amount shall equal
                        Party B’s Loss
                        (whether positive or negative and without reference to any
                        Unpaid Amounts)
                        for the relevant Terminated Transaction or group of Terminated
                        Transactions.

                    


            

            


            
              	 	
                      (C)

                    	
                      If
                        Party B requests Party A in writing to obtain Market Quotations,
                        Party A
                        shall use its reasonable efforts to do so before the Latest
                        Settlement
                        Amount Determination Day.

                    


            

            


            


            
              
                
                  
                  

                

                
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                      (D)

                    	
                      If
                        the Settlement Amount is a negative number, Section 6(e)(i)(3)
                        shall be
                        deleted in its entirety and replaced with the
                        following:

                    


            

            


            “(3)
              Second
              Method and Market Quotation.
              If the
              Second Method and Market Quotation apply, (I) Party B shall pay to
              Party A an
              amount equal to the absolute value of the Settlement Amount in respect
              of the
              Terminated Transactions, (II) Party B shall pay to Party A the Termination
              Currency Equivalent of the Unpaid Amounts owing to Party A and (III)
              Party A
              shall pay to Party B the Termination Currency Equivalent of the Unpaid
              Amounts
              owing to Party B; provided, however, that (x) the amounts payable under
              the
              immediately preceding clauses (II) and (III) shall be subject to netting
              in
              accordance with Section 2(c) of this Agreement and (y) notwithstanding
              any other
              provision of this Agreement, any amount payable by Party A under the
              immediately
              preceding clause (III) shall not be netted-off against any amount payable
              by
              Party B under the immediately preceding clause (I).”

             

            
              	 	
                      (E)

                    	
                      At
                        any time on or before the Latest Settlement Amount Determination
                        Day at
                        which two or more Market Quotations from Approved Replacements
                        remain
                        capable of becoming legally binding upon acceptance, Party
                        B shall be
                        entitled to accept only the lowest of such Market Quotations
                        (for the
                        avoidance of doubt, the lowest of such Market Quotations
                        shall be the
                        lowest Market Quotation of such Market Quotations expressed
                        as a positive
                        number or, if any of such Market Quotations is expressed
                        as a negative
                        number, the Market Quotation expressed as a negative number
                        with the
                        largest absolute value).

                    


            

            


            
              	 	
                      (ii)

                    	
                      The
                        Second Method will apply.

                    


            

            


            
              	
                      (g)

                    	
                      “Termination
                        Currency”
                        means USD.

                    


            

            


            
              	
                      (h)
                        

                    	
                      Additional
                        Termination Events.
                        Additional Termination Events will apply as provided in Part
                        5(c).
                        

                    


            

            


            
              
                
                  
                  

                

                
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                      Part
                        2. 

                    	
                      Tax
                        Matters.

                    


            

            


            
              	
                      (a)

                    	
                      Tax
                        Representations. 

                    


            

            


            
              	 	
                      (i)

                    	
                      Payer
                        Representations.
                        For the purpose of Section 3(e) of this Agreement:
                        

                    


            

             

            
              	
                    	(A)	
                      Party
                        A makes the following
                        representation(s):

                    


            

            


            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 this Agreement)
              to be made
              by it to the other party under this Agreement. In making this representation,
              it
              may rely on: the accuracy of any representations made by the other
              party
              pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of
              the
              agreement contained in Section 4(a)(i) or 4(a)(iii) of this 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 this Agreement; and (iii) the satisfaction
              of
              the agreement of the other party contained in Section 4(d) of this
              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 to its legal
              or
              commercial position.

            
               

              
                	
                      	(B)	
                        Party
                          B makes the following
                          representation(s):

                      


              

               

            

            None.

            
              


              
                	 	
                        (ii)

                      	
                        Payee
                          Representations.
                          For the purpose of Section 3(f) of this Agreement:
                          

                      


              

              
                 

                
                  	
                        	(A)	
                          Party
                            A makes the following
                            representation(s):

                        


                

                 

              

            

            
              	 	(i)	Party A is a tax resident of the United
                      Kingdom;


              	 	 	 


              	 	
                      (ii)

                    	
                      Party
                        A 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 Party A provides
                        written notice
                        to Party B that it is no longer a foreign person;
                        

                    


            

             

            
              	 	
                      (iii)

                    	
                      in
                        respect of each Transaction Party A enters into through an
                        office or
                        discretionary agent in the United States or which otherwise
                        is allocated
                        (in whole or part) for United States federal income tax purposes
                        to such
                        United States trade or business, each payment received or
                        to be received
                        by Party A under such Transaction (or portion thereof, if
                        applicable) will
                        be effectively connected with its conduct of a trade or business
                        in the
                        United States; and

                    


            

             

            
              	 	
                      (iv)

                    	
                      in
                        respect of all other Transactions or portions thereof, no
                        such payment
                        received or to be received by Party A in connection with
                        this Agreement is
                        attributable to a trade or business carried on by it through
                        a permanent
                        establishment in the United States.

                    


            

            
              
                 

                
                  	
                        	(B)	
                          Party
                            B makes the following
                            representation(s):

                        


                

                 

              

            

            None. 

            


            
              	
                      (b)

                    	
                      Tax
                        Provisions.

                    


            

            


            


            
              
                
                  
                  

                

                
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                    26

                  
                    

                  

                

                
                  
                  

                

              

            

            


            
              	 	
                      (i)

                    	
                      Gross
                        Up.
                        Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                        2(d)(ii)
                        shall not apply to Party B as Y, in each case such that Party
                        B shall not
                        be required to pay any additional amounts referred to
                        therein.

                    


            

            


            
              	 	
                      (ii)

                    	
                      Indemnifiable
                        Tax.
                        The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                        entirety and replaced with the
                        following:

                    


            

            


            “Indemnifiable
              Tax”
              means,
              in relation to payments by Party A, any Tax and, in relation to payments
              by
              Party B, no Tax. 

            


            
              
                
                  
                  

                

                
                  Page
                    10 of
                    26

                  
                    

                  

                

                
                  
                  

                

              

            

            


            
              	
                      Part
                        3. 

                    	
                      Agreement
                        to Deliver Documents.  

                    


            

            


            
              	
                      (a)

                    	
                      For
                        the purpose of Section 4(a)(i), tax forms, documents, or
                        certificates to
                        be delivered are:

                    


            

            


            
              	
                      Party
                        required to

                      deliver
                        document

                    	
                      Form/Document/

                      Certificate

                    	
                      Date
                        by which to

                      be
                        delivered

                    
	 	 	 
	
                      Party
                        A

                    	
                      A
                        correct, complete and duly executed U.S. Internal Revenue
                        Service Form
                        (such as W-8BEN, W-8ECI, W-9 or other applicable form) (or
                        successor
                        thereto), together with appropriate attachments, that eliminates
                        U.S.
                        federal withholding and backup withholding Tax on payments
                        to Party A
                        under this Agreement.

                    	
                      Upon
                        the execution and delivery of this Agreement and upon reasonable
                        request.

                    
	 	 	 
	
                      Party
                        B

                    	
                      Any
                        form or document required or reasonably requested to allow
                        the other party
                        to make payments to Party B under the Agreement without any
                        deduction or
                        withholding for or on account of any Tax, or with such deduction
                        or
                        withholding at a reduced rate, which may include tax forms
                        relating to the
                        beneficial owner of payments to Party B under the Agreement
                        from time to
                        time.

                    	
                      Upon
                        the execution and delivery of this Agreement and at any time
                        that the last
                        such document delivered becomes incorrect or
                        out-of-date.

                    


            

            


            


            


            
              
                
                  
                  

                

                
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                    26

                  
                    

                  

                

                
                  
                  

                

              

            

            


            
              	
                      (b)

                    	
                      For
                        the purpose of Section 4(a)(ii), 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

                    
	 	 	 	 
	
                      Party
                        A and

                      Party
                        B

                    	
                      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 the Agreement, this 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 the Agreement, this Confirmation and any Credit Support
                        Document, as
                        the case may be

                    	
                      Upon
                        the execution and delivery of this Agreement

                    	
                      Yes

                    
	 	 	 	 
	
                      Party
                        A and

                      Party
                        B

                    	
                      A
                        certificate of an authorized officer of the party, as to
                        the incumbency
                        and authority of the respective officers of the party signing
                        the
                        Agreement, this Confirmation, and any relevant Credit Support
                        Document, as
                        the case may be

                    	
                      Upon
                        the execution and delivery of this Agreement

                    	
                      Yes

                    
	 	 	 	 
	
                      Party
                        A

                    	
                      Annual
                        Report of Party A containing consolidated financial statements
                        certified
                        by independent certified public accountants and prepared
                        in accordance
                        with generally accepted accounting principles in the country
                        in which
                        Party A is organized

                    	
                      Promptly
                        upon becoming publicly available if not available on Party
                        A’s
                        website.

                    	
                      Yes

                    
	 	 	 	 
	
                      Party
                        A

                    	
                      Interim
                        Financial Statements of Party A containing unaudited, consolidated
                        financial statements of Party A’s reporting period prepared in accordance
                        with generally accepted accounting principles in the country
                        in which
                        Party A is organized

                    	
                      Promptly
                        upon becoming publicly available if not available on Party
                        A’s
                        website.

                    	
                      Yes

                    
	 	 	 	 
	
                      Party
                        A 

                    	
                      Opinion(s)
                        of counsel satisfactory to the other party.

                    	
                      Upon
                        the execution and delivery of this Agreement

                    	
                      No

                    


            

            


            Part
              4.  Miscellaneous.
              

            


            
              	
                      (a)

                    	
                      Address
                        for Notices:
                        For the purposes of Section 12(a) of this
                        Agreement:

                    


            

            


            Address
              for notices or communications to Party A and Party B shall be those
              set forth on
              the first page of the Confirmation :

             

            
              
                
                  
                  

                

                
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                    12 of
                    26

                  
                    

                  

                

                
                  
                  

                

              

            

            
              


              
                	
                        (b)

                      	
                        Process
                          Agent.
                          For the purpose of Section 13(c):

                      


              

               

            

            Party
              A
              appoints as its Process Agent: Not applicable.

            


            Party
              B
              appoints as its Process Agent: Not applicable.

            


            
              	
                      (c)

                    	
                      Offices.
                        The provisions of Section 10(a) will apply to this
                        Agreement.

                    


            

            


            
              	
                      (d)

                    	
                      Multibranch
                        Party.
                        For the purpose of Section 10(c) of this
                        Agreement:

                    


            

            


            Party
              A
              is not a Multibranch Party.

            


            
              	 	
                      Party
                        B is not a Multibranch Party.

                    


            

            


            
              	
                      (e)

                    	
                      Calculation
                        Agent.
                        The Calculation Agent is Party A.

                    


            

            


            
              	
                      (f)

                    	
                      Credit
                        Support Document. 

                    


            

             

            
              	 	
                      Party
                        A:

                    	
                      The
                        Credit Support Annex, and any guarantee in support of Party
                        A’s
                        obligations under this Agreement.

                    


              	 	 	 


              	 	
                      Party
                        B: 

                    	The Credit Support Annex, solely in respect
                      of Party B’s
                      obligations under Paragraph 3(b) of the Credit Support
                      Annex.


            

            


            
              	
                      (g)

                    	
                      Credit
                        Support Provider.

                    


            

            
               

              
                	 	
                        Party
                          A:

                      	
                        The
                          guarantor under any guarantee in support of Party A’s obligations under
                          this Agreement.

                      


                	 	 	 


                	 	
                        Party
                          B: 

                      	None.


              

               

            

            
              	
                      (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
                        the conflict of law provisions thereof other than New York
                        General
                        Obligations Law Sections 5-1401 and 5-1402.


                    


            

            


            
              	
                      (i)

                    	
                      Netting
                        of Payments.
                        The parties agree that subparagraph (ii) of Section 2(c)
                        will apply to
                        each Transaction hereunder. 

                    


            

            


            
              	
                      (j)

                    	
                      Affiliate.“Affiliate”
                        shall have the meaning assigned thereto in Section 14; provided,
                        however,
                        that Party B shall be deemed to have no Affiliates for purposes
                        of this
                        Agreement, including for purposes of Section
                        6(b)(ii).

                    


            

            


            


            
              
                
                  
                  

                

                
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                      Part
                        5. 

                    	
                      Others
                        Provisions.

                    


            

            


            
              	 	
                      (a)

                    	
                      Definitions.
                        Unless
                        otherwise specified in a Confirmation, this Agreement and
                        each Transaction
                        under this Agreement are subject to the 2000 ISDA Definitions
                        as published
                        and copyrighted in 2000 by the International Swaps and Derivatives
                        Association, Inc. (the “Definitions”),
                        and will be governed in all relevant respects by the provisions
                        set forth
                        in the Definitions, without regard to any amendment to the
                        Definitions
                        subsequent to the date hereof. The provisions of the Definitions
                        are
                        hereby incorporated by reference in and shall be deemed a
                        part of this
                        Agreement, except that (i) references in the Definitions
                        to a “Swap
                        Transaction” shall be deemed references to a “Transaction” for purposes of
                        this Agreement, and (ii) references to a “Transaction” in this Agreement
                        shall be deemed references to a “Swap Transaction” for purposes of the
                        Definitions. Each term capitalized but not defined in this
                        Agreement shall
                        have the meaning assigned thereto in the Pooling and Servicing
                        Agreement.

                    


            

             

            
              	 	
                      (b)

                    	
                      Amendments
                        to ISDA Master Agreement.

                    


            

             

            
              	 	
                      (i)

                    	
                      Single
                        Agreement.
                        Section 1(c) is hereby amended by the adding the words “including, for the
                        avoidance of doubt, the Credit Support Annex” after the words “Master
                        Agreement”. 

                    


            

            


            
              	 	
                      (ii)

                    	
                      [Reserved.]

                    


            

            


            
              	 	
                      (iii)

                    	
                      Change
                        of Account.
                        Section 2(b) is hereby amended by the addition of the following
                        after the
                        word “delivery” in the first line
                        thereof:

                    


            

             

            “to
              another account in the same legal and tax jurisdiction as the original
              account”.

            


            
              	 	
                      (iv)

                    	
                      Representations.
                        Section 3 is hereby amended by adding at the end thereof
                        the following
                        subsection (g): 

                    


            

            


            
              	 	
                      “(g)

                    	
                      Relationship
                        Between Parties. 

                    


            

            


            
              	 	
                      (1)

                    	
                      Nonreliance.
                        (i) 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 and (ii) it has consulted with
                        its own legal,
                        regulatory, tax, business, investment, financial and accounting
                        advisors
                        to the extent it has deemed necessary, and it has made its
                        own investment,
                        hedging and trading decisions based upon its own judgment
                        and upon any
                        advice from such advisors as it has deemed necessary and
                        not upon any view
                        expressed by the other party.

                    


            

             

            
              	 	
                      (2)

                    	
                      Evaluation
                        and Understanding. (i) It has the capacity to evaluate (internally
                        or
                        through independent professional advice) the Transaction
                        and has made its
                        own decision subject to Section 6(n) of this Agreement to
                        enter into the
                        Transaction and (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.
                        

                    


            

            


            
              	 	
                      (3)

                    	
                      Purpose.
                        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.


                    


            

            


            
              	 	
                      (5)

                    	
                      Eligible
                        Contract Participant. It is an “eligible contract participant” as defined
                        in Section 1(a)(12) of the Commodity Exchange Act, as
                        amended.”

                    


            

             

            
              
                
                  
                  

                

                
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                      (v)

                    	
                      Transfer
                        to Avoid Termination Event.
                        Section 6(b)(ii) is hereby amended by (i) deleting the words
“or if a Tax
                        Event Upon Merger occurs and the Burdened Party is the Affected
                        Party,”
                        and (ii) by deleting the words “to transfer” and inserting the words “to
                        effect a Permitted Transfer” in lieu
                        thereof.

                    


            

             

            
              	 	
                      (vi)

                    	
                      Jurisdiction.
                        Section
                        13(b) is hereby amended by: (i) deleting in the second line
                        of
                        subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                        end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                        deleting the final paragraph
                        thereof.

                    


            

            


            
              	 	
                      (vii)

                    	
                      Local
                        Business Day.
                        The definition of Local Business Day in Section 14 is hereby
                        amended by
                        the addition of the words “or any Credit Support Document” after “Section
                        2(a)(i)” and the addition of the words “or Credit Support Document” after
                        “Confirmation”. 

                    


            

            


            
              	 	
                      (c)

                    	
                      Additional
                        Termination Events.
                        The following Additional Termination Events will
                        apply:

                    


            

             

            


            
              	 	
                      (i)

                    	
                      First
                        Rating Trigger Collateral.
                        If
                        (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                        occurred and been continuing for 30 or more Local Business
                        Days and (B)
                        Party
                        A has failed to comply with or perform any obligation to
                        be complied with
                        or performed by Party A in accordance with the Credit Support
                        Annex, then
                        an Additional Termination Event shall have occurred with
                        respect to Party
                        A and Party A shall be the sole Affected Party with respect
                        to such
                        Additional Termination Event. 

                    


            

            


            
              	 	
                      (ii)

                    	
                      Second
                        Rating Trigger Replacement.
                        If
                        (A) a Required Ratings Downgrade Event has occurred and been
                        continuing
                        for 30 or more Local Business Days and (B) (i) at least one
                        Eligible
                        Replacement has made a Firm Offer to be the transferee of
                        all of Party A’s
                        rights and obligations under this Agreement (and such Firm
                        Offer remains
                        an offer that will become legally binding upon such Eligible
                        Replacement
                        upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                        has made
                        a Firm Offer to provide an Eligible Guarantee (and such Firm
                        Offer remains
                        an offer that will become legally binding upon such Eligible
                        Guarantor
                        immediately upon acceptance by the offeree), then an Additional
                        Termination Event shall have occurred with respect to Party
                        A and Party A
                        shall be the sole Affected Party with respect to such Additional
                        Termination Event. 

                    


            

            


            
              	 	
                      (iii)

                    	
                      Swap
                        Disclosure Event.
                        If, upon the occurrence of a Swap Disclosure Event (as defined
                        in Part
                        5(e) below) Party A has not, within 10 days after such Swap
                        Disclosure
                        Event complied with any of the provisions set forth in Part
                        5(e)(iii)
                        below, then an Additional Termination Event shall have occurred
                        with
                        respect to Party A and Party A shall be the sole Affected
                        Party with
                        respect to such Additional Termination
                        Event.

                    


            

            


            


            
              	 	
                      (iv)

                    	
                      [Reserved.]

                    


            

            


            
              	 	
                      (v)

                    	
                      Optional
                        Termination of Securitization.
                        An
                        Additional Termination Event shall occur upon the notice
                        to
                        Certificateholders of an Optional Termination becoming unrescindable
                        in
                        accordance with Article X of the Pooling and Servicing Agreement
                        with
                        respect to such Additional Termination Event; provided, however,
                        that
                        notwithstanding anything to the contrary in Section 6(b)(iv),
                        only Party B
                        may designate an Early Termination Date in respect of this
                        Additional
                        Termination Event. 

                    


            

            


            
              	 	
                      (d)

                    	
                      Required
                        Ratings Downgrade Event.
                        In
                        the event that no Relevant Entity has credit ratings at least
                        equal to the
                        Required Ratings Threshold (such event, a “Required
                        Ratings Downgrade Event”),
                        then Party A shall, as soon as reasonably practicable and
                        so long as a
                        Required Ratings Downgrade Event is in effect, at its own
                        expense, using
                        commercially reasonable efforts, procure either (A) a Permitted
                        Transfer
                        or (B) an Eligible Guarantee from an Eligible Guarantor.
                        

                    


            

             

            


            
              	 	
                      (e)

                    	
                      Compliance
                        with Regulation AB. 

                    


            

             

            


            
              
                
                  
                  

                

                
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                      (i)

                    	
                      Party
                        A 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
                        Party A or its group of affiliated entities, if applicable,
                        depending on
                        the aggregate “significant percentage” of this Agreement and any other
                         derivative contracts between Party A 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 Party
                        A 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, Party A, 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 Party A or any entity
                        that
                        consolidates Party A within five days of the release of any
                        such updated
                        Swap Financial Disclosure; (2) secure another entity to replace
                        Party A 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 complies with the requirements of Item 1115
                        of Regulation AB,
                        including providing the information contemplated by Part
                        5(e)(iii)(1)
                        above, or (3) obtain a guaranty of the Party A’s obligations under this
                        Agreement from an affiliate of the Party A, subject to the
                        Rating Agency
                        Condition, that complies with the financial information disclosure
                        requirements of Item 1115 of Regulation AB, including providing
                        the
                        information contemplated by Part 5(e)(iii)(1) above, such
                        that disclosure
                        provided in respect of the affiliate will satisfy any disclosure
                        requirements applicable to Party A, 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)

                    	
                      Party
                        A and the primary obligor under any Credit Support Document
                        agree that, in
                        the event that Party A provides Swap Financial Disclosure
                        to ACE in
                        accordance with Part 5(e)(iii)(1)(a) or causes its affiliate
                        to provide
                        Swap Financial Disclosure to ACE in accordance with Part
                        5(e)(iii)(1)(c),
                        Party A 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-ASAP6, required to be stated therein or necessary
                        to make the
                        statements therein, in light of the circumstances under which
                        they were
                        made, not misleading.

                    


            

            


            
              	 	
                      (v)

                    	
                      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.

                    


            

            


            
              
                
                  
                  

                

                
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                        (g)

                      	
                        Transfers. 

                      


              

               

                
                  	 	
                          (i)

                        	
                          Section
                            7 is hereby amended to read in its entirety as
                            follows:

                        


                

                 

              

            

            “Subject
              to Section 6(b)(ii), Part 5(d) and Part 5(e), neither Party A nor Party
              B is
              permitted to assign, novate or transfer (whether by way of security
              or
              otherwise) as a whole or in part any of its rights, obligations or
              interests
              under the Agreement or any Transaction unless (a) they have secured
              the prior
              written consent of the other party and (b) they have provided prior
              written
              notice to the Cap Rating Agencies.” 

             

            
              	 	
                      (ii)

                    	
                      If
                        an Eligible Replacement has made a Firm Offer (which remains
                        an offer that
                        will become legally binding upon acceptance by Party B) to
                        be the
                        transferee pursuant to a Permitted Transfer, Party B shall,
                        at Party A’s
                        written request and at Party A’s expense, take any reasonable steps
                        required to be taken by Party B to effect such transfer.
                        

                    


            

             

            
              	 	
                      (g)

                    	
                      Non-Recourse.
                        Party A acknowledges and agree that, notwithstanding any
                        provision in this
                        Agreement to the contrary, the obligations of Party B hereunder
                        are
                        limited recourse obligations of Party B, payable solely from
                        the Trust and
                        the proceeds thereof, in accordance with the priority of
                        payments and
                        other terms of the Pooling and Servicing Agreement and that
                        Party A will
                        not have any recourse to any of the directors, officers,
                        employees,
                        shareholders or affiliates of the Party B with respect to
                        any claims,
                        losses, damages, liabilities, indemnities or other obligations
                        in
                        connection with any transactions contemplated hereby. In
                        the event that
                        the Trust and the proceeds thereof, funded in accordance
                        with the priority
                        of payments and other terms of the Pooling and Servicing
                        Agreement, should
                        be insufficient to satisfy all claims outstanding and following
                        the
                        realization of the account held by the Trust and the proceeds
                        thereof, any
                        claims against or obligations of Party B under the ISDA Master
                        Agreement
                        or any other confirmation thereunder still outstanding shall
                        be
                        extinguished and thereafter not revive. The Trustee shall
                        not have
                        liability for any failure or delay in making a payment hereunder
                        to Party
                        A due to any failure or delay in receiving amounts in the
                        account held by
                        the Trust from the Trust created pursuant to the Pooling
                        and Servicing
                        Agreement. This provision will survive the termination of
                        this
                        Agreement.

                    


            

             

            
              	 	
                      (h)

                    	
                      Limitation
                        on Events of Default.
                        Notwithstanding the provisions of Sections 5 and 6, if at
                        any time and so
                        long as Party B has satisfied in full all its payment obligations
                        under
                        Section 2(a)(i) and has at the time no future payment obligations,
                        whether
                        absolute or contingent, under such Section, then unless Party
                        A is
                        required pursuant to appropriate proceedings to return to
                        Party B or
                        otherwise returns to Party B upon demand of Party B any portion
                        of any
                        such payment, (a) the occurrence of an event described in
                        Section 5(a)
                        with respect to Party B shall not constitute an Event of
                        Default or
                        Potential Event of Default with respect to Party B as Defaulting
                        Party and
                        (b) Party A shall be entitled to designate an Early Termination
                        Date
                        pursuant to Section 6 only as a result of the occurrence
                        of a Termination
                        Event set forth in either Section 5(b)(i) or 5(b)(ii) with
                        respect to
                        Party A as the Affected Party, or Section 5(b)(iii) with
                        respect to Party
                        A as the Burdened Party. For purposes of the Transaction
                        to which this
                        Agreement relates, Party B’s only obligation under Section 2(a)(i) is to
                        pay the Fixed Amount on the Fixed Amount Payer Payment
                        Date.

                    


            

            


            
              	 	
                      (i)

                    	
                      Rating
                        Agency Notifications. Notwithstanding
                        any other provision of this Agreement, no Early Termination
                        Date shall be
                        effectively designated hereunder by Party B and no transfer
                        of any rights
                        or obligations under this Agreement shall be made by either
                        party unless
                        each Cap Rating Agency has been given prior written notice
                        of such
                        designation or transfer. 

                    


            

            
              	 	 	 


              	
                       

                       

                       

                    	
                      (j)

                    	
                      No
                        Set-off.
                        Except as expressly provided for in Section 2(c), Section
                        6 or Part
                        1(f)(i)(D) hereof, and notwithstanding any other 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.
                        Section 6(e) shall be amended by deleting the following sentence:
“The
                        amount, if any, payable in respect of an Early Termination
                        Date and
                        determined pursuant to this Section will be subject to any
                        Set-off.”.

                    


            

             

            


            
              
                
                  
                  

                

                
                  Page
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                    26

                  
                    

                  

                

                
                  
                  

                

              

            

            


            
              	 	
                      (k)

                    	
                      Amendment.
                        Notwithstanding any provision to the contrary in this Agreement,
                        no
                        amendment of either this Agreement or any Transaction under
                        this Agreement
                        shall be permitted by either party unless each of the Cap
                        Rating Agencies
                        has been provided prior written notice of the same.
                        

                    


            

             

            
              	 	
                      (l)

                    	
                      Notice
                        of Certain Events or Circumstances.
                        Each Party agrees, upon learning of the occurrence or existence
                        of any
                        event or condition that constitutes (or that with the giving
                        of notice or
                        passage of time or both would constitute) an Event of Default
                        or
                        Termination Event with respect to such party, promptly to
                        give the other
                        Party and to each Cap Rating Agency notice of such event
                        or condition;
                        provided that failure to provide notice of such event or
                        condition
                        pursuant to this Part 5(l) shall not constitute an Event
                        of Default or a
                        Termination Event.

                    


            

             

            
              	 	
                      (m)

                    	
                      Proceedings.
                        No
                        Relevant Entity shall institute against, or cause any other
                        person to
                        institute against, or join any other person in instituting
                        against Party B
                        or the trust formed pursuant to the Pooling and Servicing
                        Agreement, in
                        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 (or, if longer, the
                        applicable
                        preference period) and one day following payment in full
                        of the
                        Certificates and any Notes. This provision will survive the
                        termination of
                        this Agreement.

                    


            

             

            
              	 	
                      (n)

                    	
                      Trustee
                        Liability Limitations.
                        It
                        is expressly understood and agreed by the parties hereto
                        that (a) this
                        Agreement is executed by HSBC Bank USA, National Association
                        (“HSBC”) not
                        in its individual capacity, but solely as Trustee under the
                        Pooling and
                        Servicing Agreement in the exercise of the powers and authority
                        conferred
                        and invested in it thereunder; (b) HSBC has been directed
                        pursuant to the
                        Pooling and Servicing Agreement to enter into this Agreement
                        and to
                        perform its obligations hereunder; (c) each of the representations,
                        undertakings and agreements herein made on behalf of the
                        trust is made and
                        intended not as personal representations of the Trustee but
                        is made and
                        intended for the purpose of binding only the trust; and (d)
                        under no
                        circumstances shall HSBC
                        in its individual capacity be personally liable for any payments
                        hereunder
                        or for the breach or failure of any obligation, representation,
                        warranty
                        or covenant made or undertaken under this
                        Agreement.

                    


            

             

            
              	 	
                      (o)

                    	
                      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) in any respect,
                        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; provided, however, that this severability provision
                        shall not be
                        applicable if any provision of Section 2, 5, 6, or 13 (or
                        any definition
                        or provision in Section 14 to the extent it relates to, or
                        is used in or
                        in connection with any such Section) shall be so held to
                        be invalid or
                        unenforceable. 

                    


            

            


            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. 

            


            
              	 	
                      (p)

                    	
                      Agent
                        for Party B. Party
                        A acknowledges that Party B has appointed the Securities
                        Administrator as
                        its agent under the Pooling and Servicing Agreement to carry
                        out certain
                        functions on behalf of Party B, and that Securities Administrator
                        shall be
                        entitled to give notices and to perform and satisfy the obligations
                        of
                        Party B hereunder on behalf of Party
                        B.

                    


            

             

            
              	 	
                      (q)

                    	
                      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 trading, marketing, and operations personnel of the
                        parties and
                        their Affiliates, waives any further notice of such monitoring
                        or
                        recording, and agrees to notify such personnel of such monitoring
                        or
                        recording. 

                    


            

             

            


            


            
              
                
                  
                  

                

                
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                    26

                  
                    

                  

                

                
                  
                  

                

              

            

            


            
              	 	
                      (r)

                    	
                      Waiver
                        of Jury Trial.
                        Each party waives any right it may have to a trial by jury
                        in respect of
                        any in respect of any suit, action or proceeding relating
                        to this
                        Agreement or any Credit Support Document.


                    


            

             

            
              	 	
                      (s)

                    	
                      Form
                        of ISDA Master Agreement. Party
                        A and Party B hereby agree that the text of the body of the
                        ISDA Master
                        Agreement is intended to be the printed form of the ISDA
                        Master Agreement
                        (Multicurrency - Crossborder) as published and copyrighted
                        in 1992 by the
                        International Swaps and Derivatives Association,
                        Inc.

                    


            

             

            
              	 	
                      (t)

                    	
                      Payment
                        Instructions.
                        Party A hereby agrees that, unless notified in writing by
                        Party B of other
                        payment instructions, any and all amounts payable by Party
                        A to Party B
                        under this Agreement shall be paid to the account specified
                        in Item 4 of
                        this Confirmation, below. 

                    


            

             

            
              	 	
                      (u)

                    	
                      Additional
                        representations.

                    


            

             

            
              	 	
                      (i)

                    	
                      Representations
                        of Party A.
                        Party A represents to Party B on the date on which Party
                        A enters into
                        each Transaction that Party A’s obligations under this Agreement rank pari
                        passu with all of Party A’s other unsecured, unsubordinated obligations
                        except those obligations preferred by operation of
                        law.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Capacity.
                        Party A represents to Party B on the date on which Party
                        A enters into
                        this Agreement that it is entering into the Agreement and
                        the Transaction
                        as principal and not as agent of any person. Party B represents
                        to Party A
                        on the date on which Party B enters into this Agreement that
                        it is
                        entering into the Agreement and the Transaction in its capacity
                        as
                        Trustee.

                    


            

             

            
              	 	
                      (v)

                    	
                      Acknowledgements.

                    


            

             

            
              	 	
                      (i)

                    	
                      Substantial
                        financial transactions.
                        Each party hereto is hereby advised and acknowledges as of
                        the date hereof
                        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 Pooling and Servicing Agreement relating
                        to such
                        Transaction, as applicable. This paragraph shall be deemed
                        repeated on the
                        trade date of each Transaction.

                    


            

             

            
              	 	
                      (ii)

                    	
                      Bankruptcy
                        Code.
                        Subject to Part 5(m), without limiting the applicability
                        if any, of any
                        other provision of the U.S. Bankruptcy Code as amended (the
“Bankruptcy
                        Code”) (including without limitation Sections 362, 546, 556, and
                        560
                        thereof and the applicable definitions in Section 101 thereof),
                        the
                        parties acknowledge and agree that all Transactions entered
                        into hereunder
                        will constitute “forward contracts” or “swap agreements” as defined in
                        Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                        Section 761 of the Bankruptcy Code, that the rights of the
                        parties under
                        Section 6 of this Agreement will constitute contractual rights
                        to
                        liquidate Transactions, that any margin or collateral provided
                        under any
                        margin, collateral, security, pledge, or similar agreement
                        related hereto
                        will constitute a “margin payment” as defined in Section 101 of the
                        Bankruptcy Code, and that the parties are entities entitled
                        to the rights
                        under, and protections afforded by, Sections 362, 546, 556,
                        and 560 of the
                        Bankruptcy Code.

                    


            

             

            
              	 	
                      (w)

                    	
                      [Reserved.]

                    


            

             

            
              	 	
                      (x)

                    	
                      Additional
                        Definitions. 

                    


            

             

            As
              used
              in this Agreement, the following terms shall have the meanings set
              forth below,
              unless the context clearly requires otherwise: 

             

            


            
              
                
                  
                  

                

                
                  Page
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            “Approved
              Ratings Threshold”
              means
              each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
              Ratings Threshold.

            


            “Approved
              Replacement” means,
              with respect to a Market Quotation, an entity making such Market Quotation,
              which entity would satisfy conditions (a), (b) and (c) of the definition
              of
              Permitted Transfer (as determined by Party B in its sole discretion,
              acting in a
              commercially reasonable manner) if such entity were a Transferee, as
              defined in
              the definition of Permitted Transfer.

            


            “Cap
              Rating Agencies”
means,
              with respect to any date of determination, each of S&P and Moody’s, to the
              extent that each such rating agency is then providing a rating for
              any of the
              Ace Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 Asset
              Backed
              Pass-Through Certificates (the “Certificates”)
              or any
              notes backed by the Certificates (the “Notes”).

            


            “Derivative
              Provider Trigger Event”
              means
              (i) an Event of Default with respect to which Party A is a Defaulting
              Party,
              (ii) a Termination Event with respect to which Party A is the sole
              Affected
              Party or (iii) an Additional Termination Event with respect to which
              Party A is
              the sole Affected Party.

            


            “Eligible
              Guarantee”
              means an
              unconditional and irrevocable guarantee of all present and future obligations
              (for the avoidance of doubt, not limited to payment obligations) of
              Party A or
              an Eligible Replacement to Party A under this Agreement that is provided
              by an
              Eligible Guarantor as principal debtor rather than surety and that
              is directly
              enforceable by Party B, the form and substance of which guarantee are
              provided
              in advance to S&P, and either (A) a law firm has given a legal opinion
              confirming that none of the guarantor’s payments to Party B under such guarantee
              will be subject to Tax
              collected by withholding or
              (B)
              such guarantee provides that, in the event that any of such guarantor’s payments
              to Party B are subject to Tax collected by withholding, such guarantor
              is
              required to pay such additional amount as is necessary to ensure that
              the net
              amount actually received by Party B (free and clear of any Tax collected
              by
              withholding) will equal the full amount Party B would have received
              had no such
              withholding been required.

            


            “Eligible
              Guarantor” means
              an
              entity that (A) has credit ratings at least equal to the Approved Ratings
              Threshold or (B) has credit ratings at least equal to the Required
              Ratings
              Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee
              of
              an Eligible Guarantor with credit ratings below the Approved Ratings
              Threshold
              will not prevent or cure the occurrence of a Collateral Event (as defined
              in the
              Credit Support Annex). 

            


            “Eligible
              Replacement”
              means an
              entity (i) that has credit ratings at least equal to the Approved Ratings
              Threshold, (ii) has credit ratings at least equal to the Required Ratings
              Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee
              of
              an Eligible Guarantor with credit ratings below the Approved Ratings
              Threshold
              will not prevent or cure the occurrence of a Collateral Event (as defined
              in the
              Credit Support Annex), or (iii) the present and future obligations
              (for the
              avoidance of doubt, not limited to payment obligations) of which entity
              to Party
              B under this Agreement are guaranteed pursuant to an Eligible Guarantee
              provided
              by an Eligible Guarantor.

            


            “Firm
              Offer”
              means
              (A) with respect to an Eligible Replacement, a quotation from such
              Eligible
              Replacement (i) in an amount equal to the actual amount payable by
              or to Party B
              in consideration of an agreement between Party B and such Eligible
              Replacement
              to replace Party A as the counterparty to this Agreement by way of
              novation or,
              if such novation is not possible, an agreement between Party B and
              such Eligible
              Replacement to enter into a Replacement Transaction (assuming that all
              Transactions hereunder become Terminated Transactions), and (ii) that
              constitutes an offer by such Eligible Replacement to replace Party
              A as the
              counterparty to this Agreement or enter a Replacement Transaction that
              will
              become legally binding upon such Eligible Replacement upon acceptance
              by Party
              B, and (B) with respect to an Eligible Guarantor, an offer by such
              Eligible
              Guarantor to provide an Eligible Guarantee that will become legally
              binding upon
              such Eligible Guarantor upon acceptance by the offeree.

            


            “Moody’s”
              means
              Moody’s Investors Service, Inc., or any successor thereto. 

            


            “Moody’s
              First Trigger Ratings Threshold” means,
              with respect to Party A, the guarantor under an Eligible Guarantee
              or an
              Eligible Replacement, (i) if such entity has both a long-term unsecured
              and
              unsubordinated debt rating or counterparty rating from Moody’s and a short-term
              unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
              unsubordinated debt rating or
              counterparty rating from
              Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
              Moody’s of “Prime-1”, or (ii) if such entity has only a long-term unsecured and
              unsubordinated debt rating or counterparty rating from Moody’s, a long-term
              unsecured and unsubordinated debt rating or counterparty rating from
              Moody’s of
“A1”.

            


            
              
                
                  
                  

                

                
                  Page
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            “Moody’s
              Second Trigger Ratings Event” means
              that no
              Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
              Second Trigger Rating Threshold. 

            


            “Moody’s
              Second Trigger Ratings Threshold” means,
              with respect to Party A, the guarantor under an Eligible Guarantee
              or an
              Eligible Replacement, (i) if such entity has both a long-term unsecured
              and
              unsubordinated debt rating or counterparty rating from Moody’s and a short-term
              unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
              unsubordinated debt rating or counterparty rating from Moody’s of “A3” or a
              short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
              or (ii) if such entity has only a long-term unsecured and unsubordinated
              debt
              rating or counterparty rating from Moody’s, a long-term unsecured and
              unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

            


            “Permitted
              Transfer” means
              a
              transfer by novation by Party A to a transferee (the “Transferee”)
              of all,
              but not less than all, of Party A’s rights, liabilities, duties and obligations
              under this Agreement, with
              respect to which transfer each of the following conditions is
              satisfied:
              (a) the
              Transferee is an Eligible Replacement that is a recognized dealer in
              interest
              rate swaps organized under the laws of the United States of America
              or a
              jurisdiction located in the United States of America (or another jurisdiction
              reasonably acceptable to Party B), (b) as of the date of such transfer
              the
              Transferee would not be required to withhold or deduct on account of
              Tax from
              any payments under this Agreement or would be required to gross up
              for such Tax
              under Section 2(d)(i)(4), (c) an Event of Default or Termination Event
              would not
              occur as a result of such transfer, (d) Party B has consented in writing
              to the
              transfer, such consent not to be unreasonably withheld, (e) pursuant
              to a
              written instrument (the “Transfer Agreement”), the Transferee acquires and
              assumes all rights and obligations of Party A under the Agreement and
              the
              relevant Transaction, (f) Party B shall have determined, in its sole
              discretion,
              acting in a commercially reasonable manner, that such Transfer Agreement
              is
              effective to transfer to the Transferee all, but not less than all,
              of Party A’s
              rights and obligations under the Agreement and all relevant Transactions;
              (g)
              Party A will be responsible for any costs or expenses incurred in connection
              with such transfer (including any replacement cost of entering into
              a
              replacement transaction); (h) each Cap Rating Agency has been given
              prior
              written notice of such transfer; and (i) such transfer otherwise complies
              with
              the terms of the Pooling and Servicing Agreement. 

             

            “Relevant
              Entity” means
              Party A and, to the extent applicable, a guarantor under an Eligible
              Guarantee.

            


            “Replacement
              Transaction”
              means,
              with respect to any Terminated Transaction or group of Terminated Transactions,
              a transaction or group of transactions that (i) would have the effect
              of
              preserving for Party B the economic equivalent of any payment or delivery
              (whether the underlying obligation was absolute or contingent and assuming
              the
              satisfaction of each applicable condition precedent) by the parties
              under
              Section 2(a)(i) in respect of such Terminated Transaction or group
              of Terminated
              Transactions that would, but for the occurrence of the relevant Early
              Termination Date, have been required after that Date, and (ii) has
              terms which
              are substantially the same as this Agreement, including, without limitation,
              rating triggers, Regulation AB compliance, and credit support documentation,
              save for the exclusion of provisions relating to Transactions that
              are not
              Terminated Transaction, as determined by Party B in its sole discretion,
              acting
              in a commercially reasonable manner.

            


            “Required
              Ratings Downgrade Event”
              shall
              have the meaning assigned thereto in Part 5(d).

            


            “Required
              Ratings Threshold” means
              each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
              Ratings Threshold.

            
              


              “S&P”
                means
                Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
                Inc., or any successor thereto. 


            

            


            
              
                
                  
                  

                

                
                  Page
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            “S&P
              Approved Ratings Threshold”
              means,
              with respect to Party A, the guarantor under an Eligible Guarantee
              or an
              Eligible Replacement, a short-term unsecured and unsubordinated debt
              rating from
              S&P of “A-1”, or, if such entity does not have a short-term unsecured and
              unsubordinated debt rating from S&P, a long-term unsecured and
              unsubordinated debt rating from S&P of “A+”.

            


            “S&P
              Required Ratings Threshold”
              means,
              with respect to Party A, the guarantor under an Eligible Guarantee
              or an
              Eligible Replacement, a long-term unsecured and unsubordinated debt
              rating from
              S&P of “BBB+”. 


             

            
              	 	
                      (y)

                    	
                      Agency
                        Role of Greenwich Capital Markets, Inc.
                        This Transaction has been entered into by Greenwich Capital
                        Markets, Inc,
                        as agent for The Royal Bank of Scotland plc. Greenwich Capital
                        Markets,
                        Inc. has not guaranteed and is not otherwise responsible
                        for the
                        obligations of Party A under this
                        Transaction.

                    


            

             

            [Remainder
              of this page intentionally left blank.]

             

            


            
              
                
                  
                  

                

                
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            4. Account
              Details and Settlement Information:  

            


            
              	
                      Payments
                        to Party A:

                    	
                      For
                        the account of The Royal Bank of Scotland Financial Markets
                        Fixed Income
                        and Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM
                        with
                        JPMorgan Chase Bank, New York CHASUS33, ABA #
                        021000021

                    


              	 	
                      Account
                        Number 400930153

                    


            

             

            
              	
                      Payments
                        to Party B:

                    	
                      Wells
                        Fargo Bank, NA

                    


              	 	
                      ABA
                        # 121000248

                      Account
                        Name: SAS Clearing Account #3970771416

                      FFC
                        to: 50969501, ACE 2006-ASAP6 Reserve
                        Fund

                    


            

            


            This
              Agreement may be executed in several counterparts, each of which shall
              be deemed
              an original but all of which together shall constitute one and the
              same
              instrument.

            


            


            
              
                
                  
                  

                

                
                  Page
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                    26

                  
                    

                  

                

                
                  
                  

                

              

            

            


            


            We
              are
              very pleased to have executed this Transaction with you and we look
              forward to
              completing other transactions with you in the near future.

            


            Very
              truly yours,

            


            THE
              ROYAL BANK OF SCOTLAND PLC

            By:
              Greenwich Capital Markets, Inc., its agent


             

            By 
              /s/
              Deborah Pfeifer         

            Name:
              Debora Pfeifer 

            Title:
              Vice President

             

             

            Accepted
              and confirmed as of the Trade Date written above:


             

             

            HSBC
              BANK USA, NATIONAL ASSOCIATION, NOT
              IN
              ITS INDIVIDUAL CAPACITY, BUT SOLELY AS

            TRUSTEE
              WITH RESPECT TO ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES
              2006-ASAP6
              ASSET BACKED PASS-THROUGH CERTIFICATES


             

            By 
              /s/
              Fernando Acebedo         

            Name:
              Fernando Acebedo

            Title:
              Vice President

            


            


            


            
              
                
                  
                  

                

                
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            SCHEDULE
              I

            


            (all
              such
              dates subject to No Adjustment with respect to Fixed Rate Payer Period
              End Dates
              and adjustment in accordance with the Following Business Day Convention
              with
              respect to Floating Rate Payer Period End Dates) 


            
              	 	 	 	 
	
                      From
                        and including

                    	
                      To
                        but excluding

                    	
                      Calculation
                        Amount (USD)

                    	
                      Cap
                        Rate

                    
	
                      11/29/2006

                    	
                      12/25/2006

                    	
                      121,507,998.00
                        

                    	
                      7.50
                        

                    
	
                      12/25/2006

                    	
                      1/25/2007

                    	
                      120,618,296.00
                        

                    	
                      7.50
                        

                    
	
                      1/25/2007

                    	
                      2/25/2007

                    	
                      119,523,097.00
                        

                    	
                      7.50
                        

                    
	
                      2/25/2007

                    	
                      3/25/2007

                    	
                      118,223,595.00
                        

                    	
                      7.50
                        

                    
	
                      3/25/2007

                    	
                      4/25/2007

                    	
                      116,722,018.00
                        

                    	
                      7.50
                        

                    
	
                      4/25/2007

                    	
                      5/25/2007

                    	
                      115,021,647.00
                        

                    	
                      7.50
                        

                    


            

            
 

            
              
                
                  
                  

                

                
                  Page
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            Annex
              A

            


            Paragraph
              13 of the Credit Support Annex

             

             

            
              
                
                

              

              
                Page
                  26 of
                  26

                
                  

                

              

              
                
                

              

            

          

          
 

          
            
              ISDA®

              International
                Swaps and Derivative Association, Inc. 

              CREDIT
                SUPPORT ANNEX

              to
                the
                Schedule to the

              ISDA
                Master Agreement

              incorporated
                by reference in the Confirmation (Reference No. IRG16133297)

              dated
                as
                of November 29, 2006 between

              The
                Royal
                Bank of Scotland plc (hereinafter referred to as “Party
                A”
                or
“Pledgor”)

              and

              HSBC
                Bank
                USA, National Association, not individually, but solely as trustee
                (the “Trust
                Trustee”) on behalf of the 

              supplemental
                interest trust (the “Trust”)
                with
                respect to the ACE Securities Corp. Home Equity Loan Trust, Series


              2006-ASAP6
                Asset Backed Pass-Through Certificates 

              (hereinafter
                referred to as “Party
                B”
                or
“Secured
                Party”).

               

               

              Dated
                as
                of November 29,
                2006

               

              between

               

              The
                Royal Bank of Scotland plc

              (“PARTY
                A”)

               

              and

               

              HSBC
                Bank USA, National Association, not individually, but
                solely

              as
                the Trust Trustee on behalf of the Trust with respect to the
                ACE

              Securities
                Corp. Home Equity Loan Trust, Series 2006-ASAP6 Asset

              Backed
                Pass-Through Certificates

              (“PARTY
                B”)

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              This
                Annex
                supplements, forms part of, and is subject to, the above-referenced
                Agreement,
                is part of its Schedule and is a Credit Support Document under this
                Agreement
                with respect to each party.

               

              Accordingly,
                the parties agree as follows:

               

              Paragraph
                1 Interpretation

               

              
                	 	
                        (a)

                      	
                        Definitions
                          and Inconsistency  Capitalized
                          terms not otherwise defined herein or elsewhere in this
                          Agreement have the
                          meanings specified pursuant to Paragraph 12, and all references
                          in this
                          Annex to Paragraphs are to Paragraphs of this Annex. In
                          the event of any
                          inconsistency between this Annex and the other provisions
                          of this
                          Schedule, this Annex will prevail, and in the event of
                          any inconsistency
                          between Paragraph 13 and the other provisions of this Annex,
                          Paragraph 13
                          will prevail.

                      


              

               

              
                	 	
                        (b)

                      	
                        Secured
                          Party and Pledgor  All
                          references in this Annex to the “Secured Party” will be to either party
                          when acting in that capacity and all corresponding references
                          to the
                          “Pledgor” will be to the other party when acting in that capacity;
                          provided,
                          however,
                          that if Other Posted Support is held by a party to this
                          Annex, all
                          references herein to that party as the Secured Party with
                          respect to that
                          Other Posted Support will be to that party as the beneficiary
                          thereof and
                          will not subject that support or that party as the beneficiary
                          thereof to
                          provisions of law generally relating to security interests
                          and secured
                          parties.

                      


              

               

              Paragraph
                2 Security
                Interest

               

              Each
                party, as the Pledgor, hereby pledges to the other party, as the
                Secured Party,
                as security for its Obligations, and grants to the Secured Party
                a first
                priority continuing security interest in, lien on and right of Set-off
                against
                all Posted Collateral Transferred to or received by the Secured Party
                hereunder.
                Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral,
                the
                security interest and lien granted hereunder on that Posted Collateral
                will be
                released immediately and, to the extent possible, without any further
                action by
                either party.

               

              Paragraph
                3 Credit
                Support Obligations

               

              
                	 	
                        (a)

                      	
                        Delivery
                          Amount  Subject
                          to Paragraphs 4 and 5, upon a demand made by the Secured
                          Party on or
                          promptly following a Valuation Date, if the Delivery Amount
                          for that
                          Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount,
                          then the Pledgor will Transfer to the Secured Party Eligible
                          Credit
                          Support having a Value as of the date of Transfer at least
                          equal to the
                          applicable Delivery Amount (rounded pursuant to Paragraph
                          13). Unless
                          otherwise specified in Paragraph 13, the “Delivery
                          Amount”
                          applicable to the Pledgor for any Valuation Date will equal
                          the amount by
                          which:

                      


              

               

              
                	 	
                        (i)

                      	
                        the
                          Credit Support Amount 

                      


              

               

              exceeds

               

              
                	 	
                        (ii)

                      	
                        the
                          Value as of that Valuation Date of all Posted Credit Support
                          held by the
                          Secured Party.

                      


              

               

              
                	 	
                        (b)

                      	
                        Return
                          Amount  Subject
                          to Paragraphs 4 and 5, upon a demand made by the Pledgor
                          on or promptly
                          following a Valuation Date, if the Return Amount for that
                          Valuation Date
                          equals or exceeds the Secured Party’s Minimum Transfer Amount, then the
                          Secured Party will Transfer to the Pledgor Posted Credit
                          Support specified
                          by the Pledgor in that demand having a Value as of the
                          date of Transfer as
                          close as practicable to the applicable Return Amount (rounded
                          pursuant to
                          Paragraph 13). Unless otherwise specified in Paragraph
                          13, the
                          “Return
                          Amount”
                          applicable to the Secured Party for any Valuation Date
                          will equal the
                          amount by which:

                      


              

               

              
                
                  
                  

                

                
                  2

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	
                        (i)

                      	
                        the
                          Value as of that Valuation Date of all Posted Credit Support
                          held by the
                          Secured Party 

                      


              

               

              exceeds

               

              
                	 	
                        (ii)

                      	
                        the
                          Credit Support Amount.

                      


              

               

              “Credit
                Support Amount”
means,
                unless otherwise specified in Paragraph 13, for any Valuation Date
                (i) the
                Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all
                Independent Amounts applicable to the Pledgor, if any, minus (iii)
                all
                Independent Amounts applicable to the Secured Party, if any, minus
                (iv) the
                Pledgor’s Threshold; provided,
                however,
                that
                the Credit Support Amount will be deemed to be zero whenever the
                calculation of
                Credit Support Amount yields a number less than zero. 

               

              Paragraph
                4 Conditions
                Precedent, Transfer Timing, Calculations and Substitutions

               

              
                	 	
                        (a)

                      	
                        Conditions
                          Precedent  Each
                          Transfer obligation of the Pledgor under Paragraphs 3 and
                          5 and of the
                          Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d)
                          is subject to the
                          conditions precedent that:

                      


              

               

              
                	 	
                        (i)

                      	
                        no
                          Event of Default, Potential Event of Default or Specified
                          Condition has
                          occurred and is continuing with respect to the other party;
                          and

                      


              

               

              
                	 	
                        (ii)

                      	
                        no
                          Early Termination Date for which any unsatisfied payment
                          obligations exist
                          has occurred or been designated as the result of an Event
                          of Default or
                          Specified Condition with respect to the other
                          party.

                      


              

               

              
                	 	
                        (b)

                      	
                        Transfer
                          Timing  Subject
                          to Paragraphs 4(a) and 5 and unless otherwise specified,
                          if a demand for
                          the Transfer of Eligible Credit Support or Posted Credit
                          Support is made
                          by the Notification Time, then the relevant Transfer will
                          be made not
                          later than the close of business on the next Local Business
                          Day; if a
                          demand is made after the Notification Time, then the relevant
                          Transfer
                          will be made not later than the close of business on the
                          second Local
                          Business Day thereafter.

                      


              

               

              
                	 	
                        (c)

                      	
                        Calculations  All
                          calculations of Value and Exposure for purposes of Paragraphs
                          3 and 6(d)
                          will be made by the Valuation Agent as of the Valuation
                          Time. The
                          Valuation Agent will notify each party (or the other party,
                          if the
                          Valuation Agent is a party) of its calculations not later
                          than the
                          Notification Time on the Local Business Day following the
                          applicable
                          Valuation Date (or in the case of Paragraph 6(d), following
                          the date of
                          calculation).

                      


              

               

              
                	 	
                        (d)

                      	
                        Substitutions

                      


              

               

              
                	 	
                        (i)

                      	
                        Unless
                          otherwise specified in Paragraph 13, upon notice to the
                          Secured Party
                          specifying the items of Posted Credit Support to be exchanged,
                          the Pledgor
                          may, on any Local Business Day, Transfer to the Secured
                          Party substitute
                          Eligible Credit Support (the “Substitute
                          Credit Support”);
                          and

                      


              

               

              
                	 	
                        (ii)

                      	
                        subject
                          to Paragraph 4(a), the Secured Party will Transfer to the
                          Pledgor the
                          items of Posted Credit Support specified by the Pledgor
                          in its notice not
                          later than the Local Business Day following the date on
                          which the Secured
                          Party receives the Substitute Credit Support, unless otherwise
                          specified
                          in Paragraph 13 (the “Substitution
                          Date”);
                          provided
                          that the Secured Party will only be obligated to Transfer
                          Posted Credit
                          Support with a Value as of the date of Transfer of that
                          Posted Credit
                          Support equal to the Value as of that date of the Substitute
                          Credit
                          Support.

                      


              

               

              
                
                  
                  

                

                
                  3

                  
                    

                  

                

                
                  
                  

                

              

               

              Paragraph
                5 Dispute
                Resolution

               

              If
                a
                party (a “Disputing
                Party”)
                disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return
                Amount or (II) the Value of any Transfer of Eligible Credit Support
                or Posted
                Credit Support, then (1) the Disputing Party will notify the other
                party and the
                Valuation Agent (if the Valuation Agent is not the other party) not
                later than
                the close of business on the Local Business Day following (X) the
                date that the
                demand is made under Paragraph 3 in the case of (I) above or (Y)
                the date of
                Transfer in the case of (II) above, (2) subject to Paragraph 4(a),
                the
                appropriate party will Transfer the undisputed amount to the other
                party not
                later than the close of business on the Local Business Day following
                (X) the
                date that the demand is made under Paragraph 3 in the case of (I)
                above or (Y)
                the date of Transfer in the case of (II) above, (3) the parties will
                consult
                with each other in an attempt to resolve the dispute and (4) if they
                fail to
                resolve the dispute by the Resolution Time, then:

               

              
                	 	
                        (i)

                      	
                        In
                          the case of a dispute involving a Delivery Amount or Return
                          Amount, unless
                          otherwise specified in Paragraph 13, the Valuation Agent
                          will recalculate
                          the Exposure and the Value as of the Recalculation Date
                          by:

                      


              

               

              
                	 	
                        (A)

                      	
                        utilizing
                          any calculations of Exposure for the Transactions (or Swap
                          Transactions)
                          that the parties have agreed are not in
                          dispute;

                      


              

               

              
                	 	
                        (B)

                      	
                        calculating
                          the Exposure for the Transactions (or Swap Transactions)
                          in dispute by
                          seeking four actual quotations at mid-market from Reference
                          Market-makers
                          for purposes of calculating Market Quotation, and taking
                          the arithmetic
                          average of those obtained; provided
                          that if four quotations are not available for a particular
                          Transaction (or
                          Swap Transaction), then fewer than four quotations may
                          be used for that
                          Transaction (or Swap Transaction); and if no quotations
                          are available for
                          a particular Transaction (or Swap Transaction), then the
                          Valuation Agent’s
                          original calculations will be used for that Transaction
                          (or Swap
                          Transaction); and

                      


              

               

              
                	 	
                        (C)

                      	
                        utilizing
                          the procedures specified in Paragraph 13 for calculating
                          the Value, if
                          disputed, of Posted Credit Support.

                      


              

               

              
                	 	
                        (ii)

                      	
                        In
                          the case of a dispute involving the Value of any Transfer
                          of Eligible
                          Credit Support or Posted Credit Support, the Valuation
                          Agent will
                          recalculate the Value as of the date of Transfer pursuant
                          to Paragraph
                          13.

                      


              

               

              Following
                a recalculation pursuant to this Paragraph, the Valuation Agent will
                notify each
                party (or the other party, if the Valuation Agent is a party) not
                later than the
                Notification Time on the Local Business Day following the Resolution
                Time. The
                appropriate party will, upon demand following that notice by the
                Valuation Agent
                or a resolution pursuant to (3) above and subject to Paragraphs 4(a)
                and 4(b),
                make the appropriate Transfer.

               

              Paragraph
                6 Holding
                and Using Posted Collateral

               

              
                	 	
                        (a)

                      	
                        Care
                          of Posted Collateral  Without
                          limiting the Secured Party’s rights under Paragraph 6(c), the Secured
                          Party will exercise reasonable care to assure the safe
                          custody of all
                          Posted Collateral to the extent required by applicable
                          law, and in any
                          event the Secured Party will be deemed to have exercised
                          reasonable care
                          if it exercises at least the same degree of care as it
                          would exercise with
                          respect to its own property. Except as specified in the
                          preceding
                          sentence, the Secured Party will have no duty with respect
                          to Posted
                          Collateral, including, without limitation, any duty to
                          collect any
                          Distributions, or enforce or preserve any rights pertaining
                          thereto.

                      


              

               

              
                
                  
                  

                

                
                  4

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	
                        (b)

                      	
                        Eligibility
                          to Hold Posted Collateral;
                          Custodians

                      


              

               

              
                	 	
                        (i)

                      	
                        General  Subject
                          to the satisfaction of any conditions specified in Paragraph
                          13 for
                          holding Posted Collateral, the Secured Party will be entitled
                          to hold
                          Posted Collateral or to appoint an agent (a “Custodian”)
                          to hold Posted Collateral for the Secured Party. Upon notice
                          by the
                          Secured Party to the Pledgor of the appointment of a Custodian,
                          the
                          Pledgor’s obligations to make any Transfer will be discharged by
                          making
                          the Transfer to that Custodian. The holding of Posted Collateral
                          by a
                          Custodian will be deemed to be the holding of that Posted
                          Collateral by
                          the Secured Party for which the Custodian is
                          acting.

                      


              

               

              
                	 	
                        (ii)

                      	
                        Failure
                          to Satisfy Conditions  If
                          the Secured Party or its Custodian fails to satisfy any
                          conditions for
                          holding Posted Collateral, then upon a demand made by the
                          Pledgor, the
                          Secured Party will, not later than five Local Business
                          Days after the
                          demand, Transfer or cause its Custodian to Transfer all
                          Posted Collateral
                          held by it to a Custodian that satisfies those conditions
                          or to the
                          Secured Party if it satisfies those
                          conditions.

                      


              

               

              
                	 	
                        (iii)

                      	
                        Liability  The
                          Secured Party will be liable for the acts or omissions
                          of its Custodian to
                          the same extent that the Secured Party would be liable
                          hereunder for its
                          own acts or omissions.

                      


              

               

              
                	 	
                        (c)

                      	
                        Use
                          of Posted Collateral  Unless
                          otherwise specified in Paragraph 13 and without limiting
                          the rights and
                          obligations of the parties under Paragraphs 3, 4(d)(ii),
                          5, 6(d) and 8, if
                          the Secured Party is not a Defaulting Party or an Affected
                          Party with
                          respect to a Specified Condition and no Early Termination
                          Date has
                          occurred or been designated as the result of an Event of
                          Default or
                          Specified Condition with respect to the Secured Party,
                          then the Secured
                          Party will, notwithstanding Section 9-207 of the New York
                          Uniform
                          Commercial Code, have the right to:

                      


              

               

              
                	 	
                        (i)

                      	
                        sell,
                          pledge, rehypothecate, assign, invest, use, commingle or
                          otherwise dispose
                          of, or otherwise use in its business any Posted Collateral
                          it holds, free
                          from any claim or right of any nature whatsoever of the
                          Pledgor, including
                          any equity or right of redemption by the Pledgor;
                          and

                      


              

               

              
                	 	
                        (ii)

                      	
                        register
                          any Posted Collateral in the name of the Secured Party,
                          its Custodian or a
                          nominee for either.

                      


              

               

              For
                purposes of the obligation to Transfer Eligible Credit Support or
                Posted Credit
                Support pursuant to Paragraphs 3 and 5 and any rights or remedies
                authorized
                under this Agreement, the Secured Party will be deemed to continue
                to hold all
                Posted Collateral and to receive Distributions made thereon, regardless
                of
                whether the Secured Party has exercised any rights with respect to
                any Posted
                Collateral pursuant to (i) or (ii) above.

               

              
                	 	
                        (d)

                      	
                        Distributions
                          and Interest Amount

                      


              

               

              
                	 	
                        (i)

                      	
                        Distributions  Subject
                          to Paragraph 4(a), if the Secured Party receives or is
                          deemed to receive
                          Distributions on a Local Business Day, it will Transfer
                          to the Pledgor not
                          later than the following Local Business Day any Distributions
                          it receives
                          or is deemed to receive to the extent that a Delivery Amount
                          would not be
                          created or increased by that Transfer, as calculated by
                          the Valuation
                          Agent (and the date of calculation will be deemed to be
                          a Valuation Date
                          for this purpose).

                      


              

               

              
                
                  
                  

                

                
                  5

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	
                        (ii)

                      	
                        Interest
                          Amount  Unless
                          otherwise specified in Paragraph 13 and subject to Paragraph
                          4(a), in lieu
                          of any interest, dividends or other amounts paid or deemed
                          to have been
                          paid with respect to Posted Collateral in the form of Cash
                          (all of which
                          may be retained by the Secured Party), the Secured Party
                          will Transfer to
                          the Pledgor at the times specified in Paragraph 13 the
                          Interest Amount to
                          the extent that a Delivery Amount would not be created or increased by
                          that Transfer, as calculated by the Valuation Agent (and
                          the date of
                          calculation will be deemed to be a Valuation Date for this
                          purpose). The
                          Interest Amount or portion thereof not Transferred pursuant
                          to this
                          Paragraph will constitute Posted Collateral in the form
                          of Cash and will
                          be subject to the security interest granted under Paragraph
                          2.

                      


              

               

              Paragraph
                7 Events
                of Default

               

              For
                purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default
                will
                exist with respect to a party if:

               

              
                	 	
                        (i)

                      	
                        that
                          party fails (or fails to cause its Custodian) to make,
                          when due, any
                          Transfer of Eligible Collateral, Posted Collateral or the
                          Interest Amount,
                          as applicable, required to be made by it and that failure
                          continues for
                          two Local Business Days after notice of that failure is
                          given to that
                          party;

                      


              

               

              
                	 	
                        (ii)

                      	
                        that
                          party fails to comply with any restriction or prohibition
                          specified in
                          this Annex with respect to any of the rights specified
                          in Paragraph 6(c)
                          and that failure continues for five Local Business Days
                          after notice of
                          that failure is given to that party;
                          or

                      


              

               

              
                	 	
                        (iii)

                      	
                        that
                          party fails to comply with or perform any agreement or
                          obligation other
                          than those specified in Paragraphs 7(i) and 7(ii) and that
                          failure
                          continues for 30 days after notice of that failure is given
                          to that
                          party.

                      


              

               

              Paragraph
                8 Certain
                Rights and Remedies

               

              
                	 	
                        (a)

                      	
                        Secured
                          Party’s Rights and Remedies  If
                          at any time (1) an Event of Default or Specified Condition
                          with respect to
                          the Pledgor has occurred and is continuing or (2) an Early
                          Termination
                          Date has occurred or been designated as the result of an
                          Event of Default
                          or Specified Condition with respect to the Pledgor, then,
                          unless the
                          Pledgor has paid in full all of its Obligations that are
                          then due, the
                          Secured Party may exercise one or more of the following
                          rights and
                          remedies:

                      


              

               

              
                	 	
                        (i)

                      	
                        all
                          rights and remedies available to a secured party under
                          applicable law with
                          respect to Posted Collateral held by the Secured
                          Party;

                      


              

               

              
                	 	
                        (ii)

                      	
                        any
                          other rights and remedies available to the Secured Party
                          under the terms
                          of Other Posted Support, if any;

                      


              

               

              
                	 	
                        (iii)

                      	
                        the
                          right to Set-off any amounts payable by the Pledgor with
                          respect to any
                          Obligations against any Posted Collateral or the Cash equivalent
                          of any
                          Posted Collateral held by the Secured Party (or any obligation
                          of the
                          Secured Party to Transfer that Posted Collateral);
                          and

                      


              

               

              
                	 	
                        (iv)

                      	
                        the
                          right to liquidate any Posted Collateral held by the Secured
                          Party through
                          one or more public or private sales or other dispositions
                          with such
                          notice, if any, as may be required under applicable law,
                          free from any
                          claim or right of any nature whatsoever of the Pledgor,
                          including any
                          equity or right of redemption by the Pledgor (with the
                          Secured Party
                          having the right to purchase any or all of the Posted Collateral
                          to be
                          sold) and to apply the proceeds (or the Cash equivalent
                          thereof) from the
                          liquidation of the Posted Collateral to any amounts payable
                          by the Pledgor
                          with respect to any Obligations in that order as the Secured
                          Party may
                          elect.

                      


              

               

              
                
                  
                  

                

                
                  6

                  
                    

                  

                

                
                  
                  

                

              

               

              Each
                party acknowledges and agrees that Posted Collateral in the form
                of securities
                may decline speedily in value and is of a type customarily sold on
                a recognized
                market, and, accordingly, the Pledgor is not entitled to prior notice
                of any
                sale of that Posted Collateral by the Secured Party, except any notice
                that is
                required under applicable law and cannot be waived.

               

              
                	 	
                        (b)

                      	
                        Pledgor’s
                          Rights and Remedies  If
                          at any time an Early Termination Date has occurred or been
                          designated as
                          the result of an Event of Default or Specified Condition
                          with respect to
                          the Secured Party, then (except in the case of an Early
                          Termination Date
                          relating to less than all Transactions (or Swap Transactions)
                          where the
                          Secured Party has paid in full all of its obligations that
                          are then due
                          under Section 6(e) of this
                          Agreement):

                      


              

               

              
                	 	
                        (i)

                      	
                        the
                          Pledgor may exercise all rights and remedies available
                          to a pledgor under
                          applicable law with respect to Posted Collateral held by
                          the Secured
                          Party;

                      


              

               

              
                	 	
                        (ii)

                      	
                        the
                          Pledgor may exercise any other rights and remedies available
                          to the
                          Pledgor under the terms of Other Posted Support, if
                          any;

                      


              

               

              
                	 	
                        (iii)

                      	
                        the
                          Secured Party will be obligated immediately to Transfer
                          all Posted
                          Collateral and the Interest Amount to the Pledgor;
                          and

                      


              

               

              
                	 	
                        (iv)

                      	
                        to
                          the extent that Posted Collateral or the Interest Amount
                          is not so
                          Transferred pursuant to (iii) above, the Pledgor
                          may:

                      


              

               

              
                	 	
                        (A)

                      	
                        Set-off
                          any amounts payable by the Pledgor with respect to any
                          Obligations against
                          any Posted Collateral or the Cash equivalent of any Posted
                          Collateral held
                          by the Secured Party (or any obligation of the Secured
                          Party to Transfer
                          that Posted Collateral); and

                      


              

               

              
                	 	
                        (B)

                      	
                        to
                          the extent that the Pledgor does not Set-off under (iv)(A)
                          above, withhold
                          payment of any remaining amounts payable by the Pledgor
                          with respect to
                          any Obligations, up to the Value of any remaining Posted
                          Collateral held
                          by the Secured Party, until that Posted Collateral is Transferred
                          to the
                          Pledgor.

                      


              

               

              
                	 	
                        (c)

                      	
                        Deficiencies
                          and Excess Proceeds  The
                          Secured Party will Transfer to the Pledgor any proceeds
                          and Posted Credit
                          Support remaining after liquidation, Set-off and/or application
                          under
                          Paragraphs 8(a) and 8(b) after satisfaction in full of
                          all amounts payable
                          by the Pledgor with respect to any Obligations; the Pledgor
                          in all events
                          will remain liable for any amounts remaining unpaid after
                          any liquidation,
                          Set-off and/or application under Paragraphs 8(a) and
                          8(b).

                      


              

               

              
                	 	
                        (d)

                      	
                        Final
                          Returns  When
                          no amounts are or thereafter may become payable by the
                          Pledgor with
                          respect to any Obligations (except for any potential liability
                          under
                          Section 2(d) of this Agreement), the Secured Party will
                          Transfer to the
                          Pledgor all Posted Credit Support and the Interest Amount,
                          if
                          any.

                      


              

               

              Paragraph
                9 Representations

               

              Each
                party represents to the other party (which representations will be
                deemed to be
                repeated as of each date on which it, as the Pledgor, Transfers Eligible
                Collateral) that:

               

              
                
                  
                  

                

                
                  7

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	
                        (i)

                      	
                        it
                          has the power to grant a security interest in and lien
                          on any Eligible
                          Collateral it Transfers as the Pledgor and has taken all
                          necessary actions
                          to authorize the granting of that security interest and
                          lien;

                      


              

               

              
                	 	
                        (ii)

                      	
                        it
                          is the sole owner of or otherwise has the right to Transfer
                          all Eligible
                          Collateral it Transfers to the Secured Party hereunder,
                          free and clear of
                          any security interest, lien, encumbrance or other restrictions
                          other than
                          the security interest and lien granted under Paragraph
                          2;

                      


              

               

              
                	 	
                        (iii)

                      	
                        upon
                          the Transfer of any Eligible Collateral to the Secured
                          Party under the
                          terms of this Annex, the Secured Party will have a valid
                          and perfected
                          first priority security interest therein (assuming that
                          any central
                          clearing corporation or any third-party financial intermediary
                          or other
                          entity not within the control of the Pledgor involved in
                          the Transfer of
                          that Eligible Collateral gives the notices and takes the
                          action required
                          of it under applicable law for perfection of that interest);
                          and

                      


              

               

              
                	 	
                        (iv)

                      	
                        the
                          performance by it of its obligations under this Annex will
                          not result in
                          the creation of any security interest, lien or other encumbrance
                          on any
                          Posted Collateral other than the security interest and
                          lien granted under
                          Paragraph 2.

                      


              

               

              Paragraph
                10 Expenses

               

              
                	 	
                        (a)

                      	
                        General  Except
                          as otherwise provided in Paragraphs 10(b) and 10(c), each
                          party will pay
                          its own costs and expenses in connection with performing
                          its obligations
                          under this Annex and neither party will be liable for any
                          costs and
                          expenses incurred by the other party in connection
                          herewith.

                      


              

               

              
                	 	
                        (b)

                      	
                        Posted
                          Credit Support  The
                          Pledgor will promptly pay when due all taxes, assessments
                          or charges of
                          any nature that are imposed with respect to Posted Credit
                          Support held by
                          the Secured Party upon becoming aware of the same, regardless
                          of whether
                          any portion of that Posted Credit Support is subsequently
                          disposed of
                          under Paragraph 6(c), except for those taxes, assessments
                          and charges that
                          result from the exercise of the Secured Party’s rights under Paragraph
                          6(c).

                      


              

               

              
                	 	
                        (c)

                      	
                        Liquidation/Application
                          of Posted Credit Support  All
                          reasonable costs and expenses incurred by or on behalf
                          of the Secured
                          Party or the Pledgor in connection with the liquidation
                          and/or application
                          of any Posted Credit Support under Paragraph 8 will be
                          payable, on demand
                          and pursuant to the Expenses Section of this Agreement,
                          by the Defaulting
                          Party or, if there is no Defaulting Party, equally by the
                          parties.

                      


              

               

              Paragraph
                11 Miscellaneous

               

              
                	 	
                        (a)

                      	
                        Default
                          Interest  A
                          Secured Party that fails to make, when due, any Transfer
                          of Posted
                          Collateral or the Interest Amount will be obligated to
                          pay the Pledgor (to
                          the extent permitted under applicable law) an amount equal
                          to interest at
                          the Default Rate multiplied by the Value of the items of
                          property that
                          were required to be Transferred, from (and including) the
                          date that Posted
                          Collateral or Interest Amount was required to be Transferred
                          to (but
                          excluding) the date of Transfer of that Posted Collateral
                          or Interest
                          Amount. This interest will be calculated on the basis of
                          daily compounding
                          and the actual number of days
                          elapsed.

                      


              

               

              
                
                  
                  

                

                
                  8

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	
                        (b)

                      	
                        Further
                          Assurances  Promptly
                          following a demand made by a party, the other party will
                          execute, deliver,
                          file and record any financing statement, specific assignment
                          or other
                          document and take any other action that may be necessary
                          or desirable and
                          reasonably requested by that party to create, preserve,
                          perfect or
                          validate any security interest or lien granted under Paragraph
                          2, to
                          enable that party to exercise or enforce its rights under
                          this Annex with
                          respect to Posted Credit Support or an Interest Amount
                          or to effect or
                          document a release of a security interest on Posted Collateral
                          or an
                          Interest Amount.

                      


              

               

              
                	 	
                        (c)

                      	
                        Further
                          Protection  The
                          Pledgor will promptly give notice to the Secured Party
                          of, and defend
                          against, any suit, action, proceeding or lien that involves
                          Posted Credit
                          Support Transferred by the Pledgor or that could adversely
                          affect the
                          security interest and lien granted by it under Paragraph
                          2, unless that
                          suit, action, proceeding or lien results from the exercise
                          of the Secured
                          Party’s rights under Paragraph
                          6(c).

                      


              

               

              
                	 	
                        (d)

                      	
                        Good
                          Faith and Commercially Reasonable Manner  Performance
                          of all obligations under this Annex, including, but not
                          limited to, all
                          calculations, valuations and determinations made by either
                          party, will be
                          made in good faith and in a commercially reasonable
                          manner.

                      


              

               

              
                	 	
                        (e)

                      	
                        Demands
                          and Notices  All
                          demands and notices made by a party under this Annex will
                          be made as
                          specified in the Notices Section of this Agreement, except
                          as otherwise
                          provided in Paragraph 13.

                      


              

               

              
                	 	
                        (f)

                      	
                        Specifications
                          of Certain Matters  Anything
                          referred to in this Annex as being specified in Paragraph
                          13 also may be
                          specified in one or more Confirmations or other documents
                          and this Annex
                          will be construed accordingly.

                      


              

               

              Paragraph
                12 Definitions

               

              As
                used
                in this Annex:

               

              “Cash”
means
                the lawful currency of the United States of America. 

               

              “Credit
                Support Amount”
has
                the
                meaning specified in Paragraph 3. 

               

              “Custodian”
has
                the
                meaning specified in Paragraphs 6(b)(i) and 13. 

               

              “Delivery
                Amount”
has
                the
                meaning specified in Paragraph 3(a). 

               

              “Disputing
                Party”
has
                the
                meaning specified in Paragraph 5.

               

              “Distributions”
means
                with respect to Posted Collateral other than Cash, all principal,
                interest and
                other payments and distributions of cash or other property with respect
                thereto,
                regardless of whether the Secured Party has disposed of that Posted
                Collateral
                under Paragraph 6(c). Distributions will not include any item of
                property
                acquired by the Secured Party upon any disposition or liquidation
                of Posted
                Collateral or, with respect to any Posted Collateral in the form
                of Cash, any
                distributions on that collateral, unless otherwise specified
                herein.

               

              “Eligible
                Collateral”
means,
                with respect to a party, the items, if any, specified as such for
                that party in
                Paragraph 13.

               

              “Eligible
                Credit Support”
means
                Eligible Collateral and Other Eligible Support.

               

              “Exposure”
means
                for any Valuation Date or other date for which Exposure is calculated
                and
                subject to Paragraph 5 in the case of a dispute, the amount, if any,
                that would
                be payable to a party that is the Secured Party by the other party
                (expressed as
                a positive number) or by a party that is the Secured Party to the
                other party
                (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A)
                of this
                Agreement as if all Transactions (or Swap Transactions) were being
                terminated as
                of the relevant Valuation Time; provided
                that
                Market Quotation will be determined by the Valuation Agent using
                its estimates
                at mid-market of the amounts that would be paid for Replacement Transactions
                (as
                that term is defined in the definition of “Market Quotation”).

               

              
                
                  
                  

                

                
                  9

                  
                    

                  

                

                
                  
                  

                

              

               

              “Independent
                Amount”
means,
                with respect to a party, the amount specified as such for that party
                in
                Paragraph 13; if no amount is specified, zero.

               

              “Interest
                Amount”
means,
                with respect to an Interest Period, the aggregate sum of the amounts
                of interest
                calculated for each day in that Interest Period on the principal
                amount of
                Posted Collateral in the form of Cash held by the Secured Party on
                that day,
                determined by the Secured Party for each such day as follows:

               

              
                	
                      	(x)	
                        the
                          amount of that Cash on that day; multiplied by


                      


              

               

              
                	
                      	(y)	
                        the
                          Interest Rate in effect for that day; divided by
                          

                      


              

               

              
                	
                      	(z)	
                        360.

                      


              

               

              “Interest
                Period”
means
                the period from (and including) the last Local Business Day on which
                an Interest
                Amount was Transferred (or, if no Interest Amount has yet been Transferred,
                the
                Local Business Day on which Posted Collateral in the form of Cash
                was
                Transferred to or received by the Secured Party) to (but excluding)
                the Local
                Business Day on which the current Interest Amount is to be
                Transferred.

               

              “Interest
                Rate”
means
                the rate specified in Paragraph 13.

               

              “Local
                Business Day”,
                unless
                otherwise specified in Paragraph 13, has the meaning specified in
                the
                Definitions Section of this Agreement, except that references to
                a payment in
                clause (b) thereof will be deemed to include a Transfer under this
                Annex.

               

              “Minimum
                Transfer Amount”
means,
                with respect to a party, the amount specified as such for that party
                in
                Paragraph 13; if no amount is specified, zero.

               

              “Notification
                Time”
has
                the
                meaning specified in Paragraph 13.

               

              “Obligations”
means,
                with respect to a party, all present and future obligations of that
                party under
                this Agreement and any additional obligations specified for that
                party in
                Paragraph 13.

               

              “Other
                Eligible Support”
means,
                with respect to a party, the items, if any, specified as such for
                that party in
                Paragraph 13.

               

              “Other
                Posted Support”
means
                all Other Eligible Support Transferred to the Secured Party that
                remains in
                effect for the benefit of that Secured Party.

               

              “Pledgor”
means
                either party, when that party (i) receives a demand for or is required
                to
                Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has
                Transferred
                Eligible Credit Support under Paragraph 3(a).

               

              “Posted
                Collateral”
means
                all Eligible Collateral, other property, Distributions, and all proceeds
                thereof
                that have been Transferred to or received by the Secured Party under
                this Annex
                and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii)
                or
                6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest
                Amount
                or portion thereof not Transferred pursuant to Paragraph 6(d)(ii)
                will
                constitute Posted Collateral in the form of Cash.

               

              “Posted
                Credit Support”
means
                Posted Collateral and Other Posted Support.

               

              “Recalculation
                Date”
means
                the Valuation Date that gives rise to the dispute under Paragraph
                5;
provided,
                however,
                that if
                a subsequent Valuation Date occurs under Paragraph 3 prior to the
                resolution of
                the dispute, then the “Recalculation Date” means the most recent Valuation Date
                under Paragraph 3.

               

              
                
                  
                  

                

                
                  10

                  
                    

                  

                

                
                  
                  

                

              

               

              “Resolution
                Time”
has
                the
                meaning specified in Paragraph 13. 

               

              “Return
                Amount”
has
                the
                meaning specified in Paragraph 3(b).

               

              “Secured
                Party”
means
                either party, when that party (i) makes a demand for or is entitled
                to receive
                Eligible Credit Support under Paragraph 3(a) or (ii) holds or is
                deemed to hold
                Posted Credit Support.

               

              “Specified
                Condition”
means,
                with respect to a party, any event specified as such for that party
                in Paragraph
                13. 

               

              “Substitute
                Credit Support”
has
                the
                meaning specified in Paragraph 4(d)(i). 

               

              “Substitution
                Date”
has
                the
                meaning specified in Paragraph 4(d)(ii).

               

              “Threshold”
means,
                with respect to a party, the amount specified as such for that party
                in
                Paragraph 13; if no amount is specified, zero.

               

              “Transfer”
means,
                with respect to any Eligible Credit Support, Posted Credit Support
                or Interest
                Amount, and in accordance with the instructions of the Secured Party,
                Pledgor or
                Custodian, as applicable:

               

              
                	 	
                        (i)

                      	
                        in
                          the case of Cash, payment or delivery by wire transfer
                          into one or more
                          bank accounts specified by the
                          recipient;

                      


              

               

              
                	 	
                        (ii)

                      	
                        in
                          the case of certificated securities that cannot be paid
                          or delivered by
                          book-entry, payment or delivery in appropriate physical
                          form to the
                          recipient or its account accompanied by any duly executed
                          instruments of
                          transfer, assignments in blank, transfer tax stamps and
                          any other
                          documents necessary to constitute a legally valid transfer
                          to the
                          recipient;

                      


              

               

              
                	 	
                        (iii)

                      	
                        in
                          the case of securities that can be paid or delivered by
                          book-entry, the
                          giving of written instructions to the relevant depository
                          institution or
                          other entity specified by the recipient, together with
                          a written copy
                          thereof to the recipient, sufficient if complied with to
                          result in a
                          legally effective transfer of the relevant interest to
                          the recipient;
                          and

                      


              

               

              
                	 	
                        (iv)

                      	
                        in
                          the case of Other Eligible Support or Other Posted Support,
                          as specified
                          in Paragraph 13.

                      


              

               

              “Valuation
                Agent”
has
                the
                meaning specified in Paragraph 13.

               

              “Valuation
                Date”
means
                each date specified in or otherwise determined pursuant to Paragraph
                13.

               

              “Valuation
                Percentage”
means,
                for any item of Eligible Collateral, the percentage specified in
                Paragraph 13.


               

              “Valuation
                Time”
has
                the
                meaning specified in Paragraph 13.

               

              “Value”
means
                for any Valuation Date or other date for which Value is calculated
                and subject
                to Paragraph 5 in the case of a dispute, with respect to:

               

              
                	 	
                        (i)

                      	
                        Eligible
                          Collateral or Posted Collateral that
                          is:

                      


              

               

              
                	
                      	(A)	
                        Cash,
                          the amount thereof; and

                      


              

               

              
                	
                      	(B)	
                        a
                          security, the bid price obtained by the Valuation Agent
                          multiplied by the
                          applicable Valuation Percentage, if
                          any;

                      


              

               

              
                	 	
                        (ii)

                      	
                        Posted
                          Collateral that consists of items that are not specified
                          as Eligible
                          Collateral, zero; and 

                      


              

               

              
                	 	
                        (iii)

                      	
                        Other
                          Eligible Support and Other Posted Support, as specified
                          in Paragraph
                          13.

                      


              

               

              
                
                  
                  

                

                
                  11

                  
                    

                  

                

                
                  
                  

                

              

               

              Paragraph
                13. Elections and Variables.

               

              
                	
                        (a)

                      	
                        Security
                          Interest for “Obligations”.
                          The term “Obligations”
                          as
                          used in this Annex includes the following additional
                          obligations:

                      


              

               

              With
                respect to Party A: not applicable.

               

              With
                respect to Party B: not applicable.

               

              
                	
                        (b)

                      	
                        Credit
                          Support Obligations.

                      


              

               

              
                	 	
                        (i)

                      	
                        Delivery
                          Amount, Return Amount and Credit Support
                          Amount.

                      


              

               

              
                	 	
                        (A)

                      	
                        “Delivery
                          Amount”
                          has the meaning specified in Paragraph 3(a) as amended
                          (I) by deleting the
                          words “upon a demand made by the Secured Party on or promptly
                          following a
                          Valuation Date” and inserting in lieu thereof the words “not later than
                          the close of business on each Valuation Date” and (II) by deleting in its
                          entirety the sentence beginning “Unless otherwise specified in Paragraph
                          13” and ending “(ii) the Value as of that Valuation Date of all Posted
                          Credit Support held by the Secured Party.” and inserting in lieu thereof
                          the following:

                      


              

               

              The
                “Delivery
                Amount”
                applicable to the Pledgor for any Valuation Date will equal the greatest
                of


               

              
                	 	
                        (1)
                          

                      	
                        the
                          amount by which (a) the S&P Credit Support Amount for such Valuation
                          Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                          Credit Support held by the Secured Party,


                      


              

               

              
                	 	
                        (2)
                          

                      	
                        the
                          amount by which (a) the Moody’s First Trigger Credit Support Amount for
                          such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                          Valuation Date of all Posted Credit Support held by the
                          Secured Party,
                          and

                      


              

               

              
                	 	
                        (3)
                          

                      	
                        the
                          amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                          such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                          such Valuation Date of all Posted Credit Support held by
                          the Secured
                          Party.

                      


              

               

              
                	 	
                        (B)

                      	
                        “Return
                          Amount”
                          has the meaning specified in Paragraph 3(b) as amended
                          by deleting in its
                          entirety the sentence beginning “Unless otherwise specified in Paragraph
                          13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                          thereof the following:

                      


              

               

              The
                “Return
                Amount”
                applicable to the Secured Party for any Valuation Date will equal
                the least of


               

              
                	 	
                        (1)
                          

                      	
                        the
                          amount by which (a) the S&P Value as of such Valuation Date of all
                          Posted Credit Support held by the Secured Party exceeds
                          (b) the S&P
                          Credit Support Amount for such Valuation Date,


                      


              

               

              
                	 	
                        (2)
                          

                      	
                        the
                          amount by which (a) the Moody’s First Trigger Value as of such Valuation
                          Date of all Posted Credit Support held by the Secured Party
                          exceeds (b)
                          the Moody’s First Trigger Credit Support Amount for such Valuation
                          Date,
                          and

                      


              

               

              
                	 	
                        (3)
                          

                      	
                        the
                          amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                          Date of all Posted Credit Support held by the Secured Party
                          exceeds (b)
                          the Moody’s Second Trigger Credit Support Amount for such Valuation
                          Date.

                      


              

               

              
                
                  
                  

                

                
                  12

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	
                        (C)

                      	
                        “Credit
                          Support Amount”
                          shall not apply. For purposes of calculating any Delivery
                          Amount or Return
                          Amount for any Valuation Date, reference shall be made
                          to the S&P
                          Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                          the Moody’s Second Trigger Credit Support Amount, in each case for
                          such
                          Valuation Date, as provided in Paragraphs 13(b)(i)(A) and
                          13(b)(i)(B),
                          above.

                      


              

               

              
                	 	
                        (ii)

                      	
                        Eligible
                          Collateral.
                          

                      


              

               

              On
                any
                date, the following items will qualify as “Eligible
                Collateral”
(for
                the avoidance of doubt, all Eligible Collateral to be denominated
                in
                USD):


               

              
                	
                         

                        ISDA
                          Collateral

                        Asset
                          Definition

                        (ICAD)
                          Code

                      	
                        Remaining
                          Maturity in Years

                      	
                        S&P
                          

                        Valuation
                          

                        Percentage

                      	
                        Moody’s

                        First

                        Trigger

                        Valuation

                        Percentage

                      	
                        Moody’s

                        Second

                        Trigger

                        Valuation

                        Percentage

                      
	 	 	 	 	 
	
                        (A)
                          US-CASH

                      	
                        N/A

                      	
                        100%

                      	
                        100%

                      	
                        100%

                      
	 	 	 	 	 
	
                        (B)
                          US-TBILL

                        US-TNOTE

                        US-TBOND

                      	 	 	 	 
	 	 	 	 	 
	 	
                        1
                          or less

                      	
                        98.9%

                      	
                        100%

                      	
                        100%

                      
	 	 	 	 	 
	 	
                        More
                          than 1 but not more than 2

                      	
                        98.0%

                      	
                        100%

                      	
                        99%

                      
	 	 	 	 	 
	 	
                        More
                          than 2 but not more than 3

                      	
                        97.4%

                      	
                        100%

                      	
                        98%

                      
	 	 	 	 	 
	 	
                        More
                          than 3 but not more than 5

                      	
                        95.5%

                      	
                        100%

                      	
                        97%

                      
	 	 	 	 	 
	 	
                        More
                          than 5 but not more than 7

                      	
                        93.7%

                      	
                        100%

                      	
                        96%

                      
	 	 	 	 	 
	 	
                        More
                          than 7 but not more than 10

                      	
                        92.5%

                      	
                        100%

                      	
                        94%

                      
	 	 	 	 	 
	 	
                        More
                          than 10 but not more than 20

                      	
                        91.1%

                      	
                        100%

                      	
                        90%

                      
	 	 	 	 	 
	 	
                        More
                          than 20

                      	
                        88.6%

                      	
                        100%

                      	
                        88%

                      
	 	 	 	 	 
	
                        (C)
                          US-GNMA

                        US-FNMA

                        US-FHLMC

                      	 	 	 	 
	 	 	 	 	 
	 	
                        1
                          or less

                      	
                        98.5%

                      	
                        100%

                      	
                        99%

                      
	 	 	 	 	 
	 	
                        More
                          than 1 but not more than 2

                      	
                        97.7%

                      	
                        100%

                      	
                        99%

                      
	 	 	 	 	 
	 	
                        More
                          than 2 but not more than 3

                      	
                        97.3%

                      	
                        100%

                      	
                        98%

                      


              

               

              
                
                  
                  

                

                
                  13

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	
                        More
                          than 3 but not more than 5

                      	
                        94.5%

                      	
                        100%

                      	
                        96%

                      
	 	 	 	 	 
	 	
                        More
                          than 5 but not more than 7

                      	
                        93.1%

                      	
                        100%

                      	
                        93%

                      
	 	 	 	 	 
	 	
                        More
                          than 7 but not more than 10

                      	
                        90.7%

                      	
                        100%

                      	
                        93%

                      
	 	 	 	 	 
	 	
                        More
                          than 10 but not more than 20

                      	
                        87.7%

                      	
                        100%

                      	
                        89%

                      
	 	 	 	 	 
	 	
                        More
                          than 20

                      	
                        84.4%

                      	
                        100%

                      	
                        87%

                      


              

               

              The
                ISDA
                Collateral Asset Definition (ICAD) Codes used in this Paragraph 13(b)(ii)
                are
                taken from the Collateral Asset Definitions (First Edition June 2003)
                as
                published and copyrighted in 2003 by the International Swaps and
                Derivatives
                Association, Inc.

               

              
                	 	
                        (iii)

                      	
                        Other
                          Eligible Support. 

                      


              

               

              The
                following items will qualify as “Other
                Eligible Support”
                for the
                party specified: 

               

              Not
                applicable.

               

              
                	 	
                        (iv)

                      	
                        Threshold.

                      


              

               

              
                	 	
                        (A)

                      	
                        “Independent
                          Amount”
                          means zero with respect to Party A and Party
                          B.

                      


              

               

              
                	 	
                        (B)

                      	
                        “Threshold”
                          means, with respect to Party A and any Valuation Date,
                          zero (i) if a
                          Collateral Event has occurred and has been continuing (x)
                          for at least 30
                          days or (y) since this Annex was executed, or (ii) a S&P Required
                          Ratings Downgrade Event has occurred and is continuing;
                          otherwise,
                          infinity.

                         

                        “Threshold”
                          means, with respect to Party B and any Valuation Date,
                          infinity.

                      


              

               

              
                	 	
                        (C)

                      	
                        “Minimum
                          Transfer Amount” means
                          USD 100,000 with respect to Party A and Party B; provided,
                          however, that
                          if the aggregate principal balance of Certificates and
                          Notes rated by
                          S&P ceases to be more than USD 50,000,000, the “Minimum
                          Transfer Amount”
                          shall be USD 50,000.

                      


              

               

              
                	 	
                        (D)

                      	
                        Rounding:
                          The Delivery Amount will be rounded up to the nearest integral
                          multiple of
                          USD 10,000. The Return Amount will be rounded down to the
                          nearest integral
                          multiple of USD 1,000.

                      


              

               

              
                	
                        (c)

                      	
                        Valuation
                          and Timing.

                      


              

               

              
                	 	
                        (i)

                      	
                        “Valuation
                          Agent”
                          means Party A. All calculations by the Valuation Agent
                          must be made in
                          accordance with standard market
                          practice.

                      


              

               

              
                	 	
                        (ii)

                      	
                        “Valuation
                          Date” means
                          each Local Business Day on which any of the S&P Credit Support Amount,
                          the Moody’s First Trigger Credit Support Amount or the Moody’s Second
                          Trigger Credit Support Amount is greater than
                          zero.

                      


              

               

              
                	 	
                        (iii)

                      	
                        “Valuation
                          Time” means
                          the close of business in the city of the Valuation Agent
                          on the Local
                          Business Day immediately preceding the Valuation Date or
                          date of
                          calculation, as applicable; provided
                          that the calculations of Value and Exposure will be made
                          as of
                          approximately the same time on the same date.


                      


              

               

              
                
                  
                  

                

                
                  14

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	
                        (iv)

                      	
                        “Notification
                          Time” means
                          11:00 a.m., New York time, on a Local Business Day.
                          

                      


              

               

              
                	 	
                        (v)

                      	
                        External
                          Verification.
                          Notwithstanding anything to the contrary in the definitions
                          of Valuation
                          Agent or Valuation Date, at any time at which Party A (or,
                          to the extent
                          applicable, its Credit Support Provider) does not have
                          a long-term
                          unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                          the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                          the S&P Value of Posted Credit Suppport on each Valuation Date
                          based
                          on internal marks and (B) verify such calculations with
                          external marks
                          monthly by obtaining on the last Local Business Day of
                          each calendar month
                          two external marks for each Transaction to which this Annex
                          relates and
                          for all Posted Credit Suport; such verification of the
                          Secured Party’s
                          Exposure shall be based on the higher of the two external
                          marks. Each
                          external mark in respect of a Transaction shall be obtained
                          from an
                          independent Reference Market-maker that would be eligible
                          and willing to
                          enter into such Transaction in the absence of the current
                          derivative
                          provider, provided that an external mark may not be obtained
                          from the same
                          Reference Market-maker more than four times in any 12-month
                          period. The
                          Valuation Agent shall obtain these external marks directly
                          or through an
                          independent third party, in either case at no cost to Party
                          B. The
                          Valuation Agent shall calculate on each Valuation Date
                          (for purposes of
                          this paragraph, the last Local Business Day in each calendar
                          month
                          referred to above shall be considered a Valuation Date)
                          the Secured
                          Party’s Exposure based on the greater of the Valuation Agent’s internal
                          marks and the external marks received. If the S&P Value on any such
                          Valuation Date of all Posted Credit Support then held by
                          the Secured Party
                          is less than the S&P Credit Support Amount on such Valuation Date (in
                          each case as determined pursuant to this paragraph), Party
                          A shall, within
                          three Local Business Days of such Valuation Date, Transfer
                          to the Secured
                          Party Eligible Credit Support having an S&P Value as of the date of
                          Transfer at least equal to such
                          deficiency.

                      


              

               

              
                	 	
                        (vi)

                      	
                        Notice
                          to S&P.
                          At
                          any time at which Party A (or, to the extent applicable,
                          its Credit
                          Support Provider) does not have a long-term unsubordinated
                          and unsecured
                          debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                          provide to S&P not later than the Notification Time on the Local
                          Business Day following each Valuation Date its calculations
                          of the Secured
                          Party’s Exposure and the S&P Value of any Eligible Credit Support or
                          Posted Credit Support for that Valuation Date. The Valuation
                          Agent shall
                          also provide to S&P any external marks received pursuant to the
                          preceding paragraph.

                      


              

               

              
                	
                        (d)

                      	
                        Conditions
                          Precedent and Secured Party’s Rights and
                          Remedies.
                          The following Termination Events will be a “Specified
                          Condition”
                          for the party specified (that party being the Affected
                          Party if the
                          Termination Event occurs with respect to that party): With
                          respect to
                          Party A: any Additional Termination Event with respect
                          to which Party A is
                          the sole Affected Party. With respect to Party B:
                          None.

                      


              

               

              
                	
                        (e)

                      	
                        Substitution.

                      


              

               

              
                	 	
                        (i)

                      	
                        “Substitution
                          Date”
                          has the meaning specified in Paragraph
                          4(d)(ii).

                      


              

               

              
                	 	
                        (ii)

                      	
                        Consent.
                          If
                          specified here as applicable, then the Pledgor must obtain
                          the Secured
                          Party’s consent for any substitution pursuant to Paragraph 4(d):
                          Inapplicable.

                      


              

               

              
                	
                        (f)

                      	
                        Dispute
                          Resolution.

                      


              

               

              
                	 	
                        (i)

                      	
                        “Resolution
                          Time”
                          means 11:00 a.m. New York time on the Local Business Day
                          following the
                          date on which the notice of the dispute is given under
                          Paragraph
                          5.

                      


              

               

              
                	 	
                        (ii)

                      	
                        Value.
                          Notwithstanding anything to the contrary in Paragraph 12,
                          for the purpose
                          of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                          Value, and Moody’s Second Trigger Value, on any date, of Eligible
                          Collateral other than Cash will be calculated as follows:
                          

                      


              

               

              
                
                  
                  

                

                
                  15

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	 	
                        For
                          Eligible Collateral in the form of
                          securities listed in Paragraph 13(b)(ii): the sum of (A)
                          the product of
                          (1)(x) the bid price at the Valuation Time for such securities
                          on the
                          principal national securities exchange on which such securities
                          are
                          listed, or (y) if such securities are not listed on a national
                          securities
                          exchange, the bid price for such securities quoted at the
                          Valuation Time
                          by any principal market maker for such securities selected
                          by the
                          Valuation Agent, or (z) if no such bid price is listed
                          or quoted for such
                          date, the bid price listed or quoted (as the case may be)
                          at the Valuation
                          Time for the day next preceding such date on which such
                          prices were
                          available and (2) the applicable Valuation Percentage for
                          such Eligible
                          Collateral, and (B) the accrued interest on such securities
                          (except to the
                          extent Transferred to the Pledgor pursuant to Paragraph
                          6(d)(ii) or
                          included in the applicable price referred to in the immediately
                          preceding
                          clause (A)) as of such date.

                      


              

               

              
                	 	
                        (iii)

                      	
                        Alternative.
                          The provisions of Paragraph 5 will
                          apply.

                      


              

               

              
                	
                        (g)

                      	
                        Holding
                          and Using Posted
                          Collateral.

                      


              

               

              
                	 	
                        (i)

                      	
                        Eligibility
                          to Hold Posted Collateral; Custodians.  Party
                          B (or any Custodian) will be entitled to hold Posted Collateral
                          pursuant
                          to Paragraph 6(b). 

                         

                        
                          Party
                            B may appoint as Custodian (A) the entity then serving
                            as Trustee or (B)
                            any entity other than the entity then serving as Trustee
                            if such other
                            entity (or, to the extent applicable, its parent company
                            or credit support
                            provider) shall then have a short-term unsecured and
                            unsubordinated debt
                            rating from S&P of at least “A-1.”

                           

                          Initially,
                            the Custodian
                            for Party B is: the Trustee of the Supplemental Interest
                            Trust.

                        

                      


              

               

              
                	 	
                        (ii)

                      	
                        Use
                          of Posted Collateral. The
                          provisions of Paragraph 6(c)(i) will not apply to Party
                          B, but the
                          provisions of Paragraph 6(c)(ii) will apply to Party B.
                          

                      


              

               

              
                	
                        (h)

                      	
                        Distributions
                          and Interest Amount.

                      


              

               

              
                	 	
                        (i)

                      	
                        Interest
                          Rate.
                          The “Interest
                          Rate”
                          will be the actual interest rate earned on Posted Collateral
                          in the form
                          of Cash that is held by Party B or its
                          Custodian.

                      


              

               

              
                	 	
                        (ii)

                      	
                        Transfer
                          of Interest Amount.
                          The Transfer of the Interest Amount will be made on the
                          second Local
                          Business Day following the end of each calendar month and
                          on any other
                          Local Business Day on which Posted Collateral in the form
                          of Cash is
                          Transferred to the Pledgor pursuant to Paragraph 3(b);
                          provided, however,
                          that the obligation of Party B to Transfer any Interest
                          Amount to Party A
                          shall be limited to the extent that Party B has earned
                          and received such
                          funds and such funds are available to Party B.


                      


              

               

              
                	 	
                        (iii)

                      	
                        Alternative
                          to Interest Amount.
                          The provisions of Paragraph 6(d)(ii) will
                          apply.

                      


              

               

              
                	
                        (i)

                      	
                        Additional
                          Representation(s).
                          There are no additional representations by either
                          party.

                      


              

               

              
                	
                        (j)

                      	
                        Other
                          Eligible Support and Other Posted Support.

                      


              

               

              
                	 	
                        (i)

                      	
                        “Value”
                          with respect to Other Eligible Support and Other Posted
                          Support means: not
                          applicable. 

                      


              

               

              
                	 	
                        (ii)

                      	
                        “Transfer”
                          with respect to Other Eligible Support and Other Posted
                          Support means: not
                          applicable.

                      


              

               

              
                	
                        (k)

                      	
                        Demands
                          and Notices.All
                          demands, specifications and notices under this Annex will
                          be made pursuant
                          to the Notices Section of this Agreement, except that any
                          demand,
                          specification or notice shall be given to or made at the
                          following
                          addresses, or at such other address as the relevant party
                          may from time to
                          time designate by giving notice (in accordance with the
                          terms of this
                          paragraph) to the other party:

                      


              

               

              
                
                  
                  

                

                
                  16

                  
                    

                  

                

                
                  
                  

                

              

               

              If
                to
                Party A, at the address specified pursuant to the Notices Section
                of this
                Agreement.

               

              If
                to
                Party B, at the address specified pursuant to the Notices Section
                of this
                Agreement.

               

              If
                to
                Party B’s Custodian, at such address as will be provided from time to
                time.

               

              
                	
                        (l)

                      	
                        Address
                          for Transfers.
                          Each Transfer hereunder shall be made to the address specified
                          below or to
                          an address specified in writing from time to time by the
                          party to which
                          such Transfer will be made.

                      


              

               

              
                	 	
                        Party
                          A account details:

                         

                        For
                          the account of The Royal Bank of Scotland Financial Markets
                          Fixed Income
                          and Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM
                          with
                          JPMorgan Chase Bank, New York CHASUS33, ABA # 021000021

                         

                        Account
                          Number 400930153

                      


              

               

              
                
                  	 	
                          Party
                            B account details:

                           

                          Wells
                            Fargo Bank, NA

                          ABA
                            # 121000248

                          Account
                            Name: SAS Clearing Account #3970771416

                          FFC
                            to: 50969501, ACE 2006-ASAP6 Reserve
                            Fund

                        


                

                 

              

              
                
                  	 	
                          Party
                            B’s Custodian account details:

                           

                          Wells
                            Fargo Bank, NA

                          ABA
                            # 121000248

                          Account
                            Name: SAS Clearing Account #3970771416

                          FFC
                            to: 50969501, ACE 2006-ASAP6 Reserve
                            Fund

                        


                

                 

              

              
                	
                        (m)

                      	
                        Other
                          Provisions.

                      


              

               

              
                	 	
                        (i)

                      	
                        Collateral
                          Account.
                          Party B shall open and maintain a segregated account, which
                          shall be an
                          Eligible Account, and hold, record and identify all Posted
                          Collateral in
                          such segregated account.

                      


              

               

              
                	 	
                        (ii)

                      	
                        Agreement
                          as to Single Secured Party and Single Pledgor.
                          Party A and Party B hereby agree that, notwithstanding
                          anything to the
                          contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                          means only Party B, (b) the term “Pledgor” as used in this Annex means
                          only Party A, (c) only Party A makes the pledge and grant
                          in Paragraph 2,
                          the acknowledgement in the final sentence of Paragraph
                          8(a) and the
                          representations in Paragraph 9.

                      


              

               

              
                	 	
                        (iii)

                      	
                        Calculation
                          of Value.
                          Paragraph 4(c) is hereby amended by deleting the word “Value” and
                          inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                          Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                          deleting the words “a Value” and inserting in lieu thereof “an S&P
                          Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                          (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                          Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                          Paragraph 5 (flush language) is hereby amended by deleting
                          the word
                          “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                          Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                          language) is hereby amended by deleting the word “Value” and inserting in
                          lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                          Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                          word “the Value, if” and inserting in lieu thereof “any one or more of the
                          S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                          Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                          first instance of the words “the Value” and inserting in lieu thereof “any
                          one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                          Second Trigger Value” and (2) deleting the second instance of the words
                          “the Value” and inserting in lieu thereof “such disputed S&P Value,
                          Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                          Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
                          by deleting
                          the word “Value” and inserting in lieu thereof “least of the S&P
                          Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                          

                      


              

               

              
                
                  
                  

                

                
                  17

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	
                        (iv)

                      	
                        Form
                          of Annex. Party
                          A and Party B hereby agree that the text of Paragraphs
                          1 through 12,
                          inclusive, of this Annex is intended to be the printed
                          form of ISDA Credit
                          Support Annex (Bilateral Form - ISDA Agreements Subject
                          to New York Law
                          Only version) as published and copyrighted in 1994 by the
                          International
                          Swaps and Derivatives Association,
                          Inc.

                      


              

               

              
                	 	
                        (v)

                      	
                        Events
                          of Default.
                          Paragraph 7 will not apply to cause any Event of Default
                          to exist with
                          respect to Party B except that Paragraph 7(i) will apply
                          to Party B solely
                          in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                          Support Annex. Notwithstanding anything to the contrary
                          in Paragraph 7,
                          any failure by Party A to comply with or perform any obligation
                          to be
                          complied with or performed by Party A under the Credit
                          Support Annex shall
                          only be an Event of Default if (A) a Required Ratings Downgrade
                          Event has
                          occurred and been continuing for 30 or more Local Business
                          Days and (B)
                          such failure is not remedied on or before the third Local
                          Business Day
                          after notice of such failure is given to Party
                          A.

                      


              

               

              
                	 	
                        (vi)

                      	
                        Expenses.
                          Notwithstanding anything to the contrary in Paragraph 10,
                          the Pledgor will
                          be responsible for, and will reimburse the Secured Party
                          for, all transfer
                          and other taxes and other costs involved in any Transfer
                          of Eligible
                          Collateral.

                      


              

               

              
                	 	
                        (vii)

                      	
                        Withholding.
                          Paragraph 6(d)(ii) is hereby amended by inserting immediately
                          after “the
                          Interest Amount” in the fourth line thereof the words “less any applicable
                          withholding taxes.”

                      


              

               

              
                	
                      	(viii)	
                        Additional
                          Definitions.
                          As used in this Annex:

                      


              

               

              
                
                  	
                        	 	
                          
                            “Collateral
                              Event” means
                              that no Relevant Entity has credit ratings at least
                              equal to the Approved
                              Ratings Threshold.

                             

                            “DV01”
                              means, with respect to a Transaction and any date of
                              determination, the
                              estimated change in the Secured Party’s Transaction Exposure with respect
                              to such Transaction that would result from a one basis
                              point change in the
                              relevant swap curve on such date, as determined by
                              the Valuation Agent in
                              good faith and in a commercially reasonable manner.
                              The Valuation Agent
                              shall, upon request of Party B, provide to Party B
                              a statement showing in
                              reasonable detail such calculation.

                             

                            “Exposure”
                              has the meaning specified in Paragraph 12, except that
                              after the word
                              “Agreement” the words “(assuming, for this purpose only, that Part 1(f) of
                              the Schedule is deleted)” shall be inserted. 

                             

                            “Local
                              Business Day”
                              means: any day on which (A) commercial banks are open
                              for business
                              (including dealings in foreign exchange and foreign
                              currency deposits) in
                              New York and the location of Party A, Party B and any
                              Custodian, and (B)
                              in relation to a Transfer of Eligible Collateral, any
                              day on which the
                              clearance system agreed between the parties for the
                              delivery of Eligible
                              Collateral is open for acceptance and execution of
                              settlement instructions
                              (or in the case of a Transfer of Cash or other Eligible
                              Collateral for
                              which delivery is contemplated by other means a day
                              on which commercial
                              banks are open for business (including dealings in
                              foreign exchange and
                              foreign deposits) in New York and the location of Party
                              A, Party B and any
                              Custodian. 

                          

                        


                

                 

                
                  
                    
                    

                  

                  
                    18

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              
                 

                
                  
                    	
                          	 	
                            
                              “Moody’s
                                First Trigger Event” means
                                that no Relevant Entity has credit ratings from Moody’s at least equal to
                                the Moody’s First Trigger Ratings Threshold.

                               

                              “Moody’s
                                First Trigger Credit Support Amount” means,
                                for any Valuation Date, the excess, if any,
                                of

                            

                          


                  

                   

                

              

              
                	 	
                        (I)

                      	
                        (A)

                      	
                        for
                          any Valuation Date on which (I) a Moody’s First Trigger Event has occurred
                          and has been continuing (x) for at least 30 Local Business
                          Days or (y)
                          since this Annex was executed and (II) it is not the case
                          that a Moody’s
                          Second Trigger Event has occurred and been continuing for
                          at least 30
                          Local Business Days, the greater of (a) zero and (b) the
                          sum of (i) the
                          Secured Party’s Transaction Exposure for such Valuation Date and (ii)
                          the
                          sum for each Transaction to which this Annex relates, of
                          the lesser of (x)
                          the product of the Moody’s First Trigger DV01 Multiplier and DV01 for such
                          Transaction and such Valuation Date and (y) the product
                          of Moody’s First
                          Trigger Notional Amount Multiplier and the Notional Amount
                          for such
                          Transaction for the Calculation Period which includes such
                          Valuation
                          Date;
                          or

                      


              

               

              
                	
                      	(B)	
                        for
                          any other Valuation Date, zero,
                          over

                      


              

               

              
                	
                      	(II)	
                        the
                          Threshold for Party A such Valuation
                          Date.

                      


              

               

              
                
                  
                    
                      	
                            	 	
                              
                                
                                  “Moody’s
                                    First Trigger DV01 Multiplier”
                                    means 15.

                                   

                                  “Moody’s
                                    First Trigger Value”
                                    means, on any date and with respect to any Eligible
                                    Collateral other than
                                    Cash, the bid price obtained by the Valuation
                                    Agent multiplied by the
                                    Moody’s First Trigger Valuation Percentage for such
                                    Eligible Collateral
                                    set forth in Paragraph 13(b)(ii).

                                   

                                  “Moody’s
                                    First Trigger Notional Amount Multiplier”
                                    means 2%.

                                   

                                  “Moody’s
                                    Second Trigger Event” means
                                    that no Relevant Entity has credit ratings from
                                    Moody’s at least equal to
                                    the Moody’s Second Trigger Ratings Threshold.

                                   

                                  “Moody’s
                                    Second Trigger Credit Support Amount”
                                    means, for any Valuation Date, the excess, if
                                    any,
                                    of

                                

                              

                            


                    

                     

                  

                

              

              
                	 	
                        (I)

                      	
                        (A)

                      	
                        for
                          any Valuation Date on which it is the case that a Moody’s Second Trigger
                          Event has occurred and been continuing for at least 30
                          Local Business
                          Days, the sum, for each Transaction to which this Annex
                          relates, of an
                          amount equal to the following:

                      


              

               

              if
                such
                Transaction is not a Transaction-Specific Hedge, 

               

              the
                greatest of (a) zero, (b) the amount of the next payment due to be
                paid by Party
                A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
                Exposure for such Transaction and such Valuation Date and (y) the
                lesser of (i)
                the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for such
                Transaction and such Valuation Date and (ii) the product of the Moody’s Second
                Trigger Notional Amount Multiplier and the Notional Amount for such
                Transaction
                for the Calculation Period which includes such Valuation Date;
                or

               

              
                
                  
                  

                

                
                  19

                  
                    

                  

                

                
                  
                  

                

              

               

              if
                such
                Transaction is a Transaction-Specific Hedge, 

               

              the
                greatest of (a) zero, (b) the amount of the next payment due to be
                paid by Party
                A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
                Exposure for such Transaction and such Valuation Date and (y) the
                lesser of (i)
                the product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                Multiplier and DV01 for such Transaction and such Valuation Date
                and (ii) the
                product of the Moody’s Second Trigger Transaction-Specific Hedge Notional Amount
                Multiplier and the Notional Amount for such Transaction for the Calculation
                Period which includes such Valuation Date;

               

              or
                

               

              
                	 	
                        (B)

                      	
                        for
                          any other Valuation Date, zero,
                          over

                      


              

               

              
                	
                      	(II)	
                        the
                          Threshold for Party A for such Valuation
                          Date.

                      


              

               

              
                
                  
                    
                      	
                            	 	
                              
                                
                                  “Moody’s
                                    Second Trigger DV01 Multiplier”
                                    means 50.

                                   

                                  “Moody’s
                                    Second Trigger Transaction-Specific Hedge DV01
                                    Multiplier”
                                    means 65.

                                   

                                  “Moody’s
                                    Second Trigger Transaction-Specific Hedge Notional
                                    Amount
                                    Multiplier”
                                    means 10%.

                                   

                                  “Moody’s
                                    Second Trigger Value”
                                    means, on any date and with respect to any Eligible
                                    Collateral other than
                                    Cash, the bid price obtained by the Valuation
                                    Agent multiplied by the
                                    Moody’s Second Trigger Valuation Percentage for such
                                    Eligible Collateral
                                    set forth in Paragraph 13(b)(ii).

                                   

                                  “Moody’s
                                    Second Trigger Notional Amount Multiplier”
                                    means 8%.

                                   

                                  “S&P
                                    Credit Support Amount”
                                    means, for any Valuation Date, the excess, if
                                    any,
                                    of

                                

                              

                            


                    

                     

                  

                

              

              
                	 	
                        (I)

                      	
                        (A)
                          

                      	
                        for
                          any Valuation Date on which (i) an S&P Rating Threshold Event has
                          occurred and been continuing for at least 30 days, or (ii)
                          a S&P
                          Required Ratings Downgrade Event has occurred and is continuing,
                          an amount
                          equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                          Valuation Date and (2) the sum, for each Transaction to
                          which this Annex
                          relates, of the product of the Volatility Buffer for such
                          Transaction and
                          the Notional Amount of such Transaction for the Calculation
                          Period of such
                          Transaction which includes such Valuation Date, or
                          

                      


              

               

              
                	 	
                        (B)

                      	
                        for
                          any other Valuation Date, zero,
                          over

                      


              

               

              
                	
                      	(II)	
                        the
                          Threshold for Party A for such Valuation
                          Date.

                      


              

               

              “S&P
                Rating Threshold Event”
                means,
                on any date, no Relevant Entity has credit ratings from S&P which equal or
                exceed the S&P Approved Ratings Threshold.

               

              
                
                  
                  

                

                
                  20

                  
                    

                  

                

                
                  
                  

                

              

               

              
                
                  
                    
                      
                        	
                              	 	
                                
                                  
                                    
                                      “S&P
                                        Value”
                                        means, on any date and with respect to any
                                        Eligible Collateral other than
                                        Cash, the product of (A) the bid price obtained
                                        by the Valuation Agent for
                                        such Eligible Collateral and (B) the S&P Valuation Percentage for such
                                        Eligible Collateral set forth in paragraph
                                        13(b)(ii).

                                       

                                      “Transaction
                                        Exposure”
                                        means, for any Transaction, Exposure determined
                                        as if such Transaction
                                        were the only Transaction between the Secured
                                        Party and the
                                        Pledgor.

                                       

                                      “Transaction-Specific
                                        Hedge” means
                                        any Transaction that is an interest rate
                                        cap, interest rate floor or
                                        interest rate swaption, or an interest rate
                                        swap if (x) the notional
                                        amount of the interest rate swap is “balance guaranteed” or (y) the
                                        notional amount of the interest rate swap
                                        for any Calculation Period
                                        otherwise is not a specific dollar amount
                                        that is fixed at the inception
                                        of the Transaction.

                                       

                                      “Valuation
                                        Percentage”
                                        shall mean, for purposes of determining the
                                        S&P Value, Moody’s First
                                        Trigger Value, or Moody’s Second Trigger Value with respect to any
                                        Eligible Collateral or Posted Collateral,
                                        the applicable S&P Valuation
                                        Percentage, Moody’s First Trigger Valuation Percentage, or
                                        Moody’s Second
                                        Trigger Valuation Percentage for such Eligible
                                        Collateral or Posted
                                        Collateral, respectively, in each case as
                                        set forth in Paragraph
                                        13(b)(ii).

                                       

                                      “Value”
                                        shall mean, in respect of any date, the related
                                        S&P Value, the related
                                        Moody’s First Trigger Value, and the related Moody’s Second Trigger
                                        Value.

                                       

                                      “Volatility
                                        Buffer”
                                        means, for any Transaction, the related percentage
                                        set forth in the
                                        following table. 

                                    

                                  

                                

                              


                      

                       

                    

                  

                

              

              
              

              
                	 	 	 	 	 
	
                        The
                          higher of the S&P short-term credit rating of (i) Party A and (ii) the
                          Credit Support Provider of Party A, if applicable

                      	
                        Remaining
                          Weighted Average Maturity 

                        up
                          to 3 years

                      	
                        Remaining
                          Weighted Average Maturity

                        up
                          to 5 years

                      	
                        Remaining
                          Weighted Average Maturity

                        up
                          to 10 years

                      	
                        Remaining
                          Weighted Average Maturity

                        up
                          to 30 years

                      
	
                        At
                          least “A-2”

                      	
                        2.75%

                      	
                        3.25%

                      	
                        4.00%

                      	
                        4.75%

                      
	
                        “A-3”

                      	
                        3.25%

                      	
                        4.00%

                      	
                        5.00%

                      	
                        6.25%

                      
	
                        “BB+”
                          or
                          lower

                      	
                        3.50%

                      	
                        4.50%

                      	
                        6.75%

                      	
                        7.50%

                      


              

               

              [Remainder
                of this page intentionally left blank]

               

              


              
                
                  
                  

                

                
                  21

                  
                    

                  

                

                
                  
                  

                

              

               

              IN
                WITNESS WHEREOF, the parties have executed this Annex by their duly
                authorized
                representatives as of the date of the Agreement. 

               

            

            
              
                	 	
                        The
                          Royal Bank of Scotland plc 

                      	 	
                        
                          HSBC
                            Bank USA, National Association, not individually, but
                            solely as
                            Supplemental Interest Trust Trustee on behalf of the
                            Supplemental Interest
                            Trust with respect to the ACE Securities Corp. Home Equity
                            Loan Trust,
                            Series 2006-ASAP6 Asset Backed Pass-Through
                            Certificates

                        

                      
	 	 	 	 	 
	By:	/s/ David E. Wagner	 	By:	/s/ Fernando Acebedo
	 	
                        

                        Name:
                          David E. Wagner

                        Title:
                          Managing Director

                        Date:
                          November 29, 2006

                      	 	 	
                        

                        Name:
                          Fernando Acebedo

                        Title:
                          Vice President

                        Date:
                          November 29, 2006 

                      


              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

          

           

           

           

          
            
              	 	
                      

                    
	 	
                      Financial
                        Markets

                      280
                        Bishopsgate

                      London
                        EC2M 4RB

                    
	 	 
	
                      Memorandum

                    	
                      November
                        29, 2006

                    


            

             

          

          
            	
                    To:

                  	
                    HSBC
                      Bank USA, National Association, not in its individual capacity,
                      but

                    solely
                      as Trustee with respect to ACE Securities Corp. Home Equity
                      Loan Trust,
                      

                    Series
                      2006-ASAP6 Asset Backed Pass-Through Certificates (“Party
                      B”)

                     

                    Wells
                      Fargo Bank, National Association

                    9062
                      Old Annapolis Road

                    Columbia,
                      Maryland 21045

                    Tel:
                      410-884-2000

                    Attn:
                      Client Manager, ACE 2006-ASAP6

                    Fax:
                      410-715-2380

                  


          

          
            	 	 


          

          
            	
                    From:

                     

                     

                     

                     

                  	
                    The
                      Royal Bank of Scotland plc (“Party
                      A”)

                    c/o
                      RBS Financial Markets

                    Level
                      7, 135 Bishopsgate

                    London
                      EC2M 3UR

                    Attn:
                      Head of Legal, Financial Markets 

                    Tel:
                      44 207 085 5000

                    Fax:
                      44 207 085 8411

                  
	 	 
	
                    Copy
                      To:

                  	
                    Greenwich
                      Capital Markets, Inc.

                    600
                      Steamboat Road

                    Greenwich,
                      CT 06830

                    Attn:
                      Legal Department - Derivatives Documentation

                    Tel.:
                      203-618-2576

                    Fax:
                      203-618-2533/34

                  
	 	 
	
                    Our
                      Reference Number:

                  	
                    IRG16133300

                  


          

           

          The
            purpose of this long-form confirmation (“Confirmation”)
            is to
            confirm the terms and conditions of the current Transaction entered into
            on the
            Trade Date specified below (the “Transaction”)
            between Party A and
            HSBC
            Bank USA, National Association, not individually, but solely as trustee
            (the
“Trustee”) on behalf of ACE Securities Corp. Home Equity Loan Trust, Series
            2006-ASAP6 (the “Trust”)
            created under the Pooling and Servicing Agreement, dated as of November
            1, 2006,
            among Ace Securities Corp. (the “Depositor”), Ocwen Loan Servicing, LLC (the
“Servicer”), Wells Fargo Bank, National Association (the “Master Servicer” and
            the “Securities Administrator”), and the Trustee (the “Pooling
            and Servicing Agreement”).
            This
            Confirmation evidences a complete and binding agreement between you and
            us to
            enter into the Transaction on the terms set forth below and replaces
            any
            previous agreement between us with respect to the subject matter hereof.
            This
            Confirmation constitutes a “Confirmation”
            and also
            constitutes a “Schedule”
            as
            referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
            Support
            Annex to the Schedule. 

          


          


          
            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

          


          
            	
                    1.

                  	
                    This
                      Confirmation shall supplement, form a part of, and be subject
                      to an
                      agreement in the form of the ISDA Master Agreement (Multicurrency
                      - Cross
                      Border) as published and copyrighted in 1992 by the International
                      Swaps
                      and Derivatives Association, Inc. (the “ISDA
                      Master Agreement”),
                      as if Party A and Party B had executed an agreement in such
                      form on the
                      date hereof, with a Schedule as set forth in Item 3 of this
                      Confirmation,
                      and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                      Subject
                      to New York Law Only version) as published and copyrighted
                      in 1994 by the
                      International Swaps and Derivatives Association, Inc., with
                      Paragraph 13
                      thereof as set forth in Annex A hereto (the “Credit
                      Support Annex”).
                      For the avoidance of doubt, the Transaction described herein
                      shall be the
                      sole Transaction governed by such ISDA Master Agreement. In
                      the event of
                      any inconsistency among any of the following documents, the
                      relevant
                      document first listed shall govern: (i) this Confirmation,
                      exclusive of
                      the provisions set forth in Item 3 hereof and Annex A hereto;
                      (ii) the
                      provisions set forth in Item 3 hereof, which are incorporated
                      by reference
                      into the Schedule; (iii) the Credit Support Annex; (iv) the
                      Definitions;
                      and (v) the ISDA Master Agreement.

                  


          

          


          Each
            reference herein to a “Section” (unless specifically referencing the Pooling and
            Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
            a reference to a Section of the ISDA Master Agreement; each herein reference
            to
            a “Part” will be construed as a reference to the provisions herein deemed
            incorporated in a Schedule to the ISDA Master Agreement; each reference
            herein
            to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
            Support Annex.


          


          
            
              
                
                

              

              
                Page
                  2 of
                  26

                
                  

                

              

              
                
                

              

            

          

          
 

          
            	
                    2.

                  	
                    The
                      terms of the particular Transaction to which this Confirmation
                      relates are
                      as follows:

                  
	 	 	 
	 	
                    Type
                      of Transaction:

                  	
                    Interest
                      Rate Cap

                  
	 	 	 
	 	
                    Notional
                      Amount:

                  	
                    With
                      respect to any Calculation Period, the lesser of (i) the amount
                      set forth
                      for such period on Schedule I attached hereto and (ii) the
                      aggregate
                      Certificate Principal Balance of the Class A-2A, Class A-2B,
                      Class A-2C,
                      Class A-2D Certificates, the Mezzanine Certificates and the
                      Class CE
                      Certificates (together, the “Certificates”)
                      immediately preceding the Distribution Date which occurs in
                      the calendar
                      month of the Floating Rate Payer Payment Date for such Calculation
                      Period
                      (determined for this purpose without regard to any adjustment
                      of the
                      Floating Rate Payer Payment Date or Distribution Date relating
                      to business
                      days) (the “Relevant
                      Balance”).

                  
	 	 	 
	 	 	
                    The
                      Securities Administrator shall make available each month on
                      its website a
                      statement containing the Relevant Balance at least five (5)
                      Business Days
                      prior to the related Floating Rate Payer Payment Date, and
                      Party A shall
                      be entitled to rely conclusively upon such statement. The Securities
                      Administrator’s internet website is located at www.ctslink.com and
                      assistance in using the website can be obtained by calling
                      (301)
                      815-6600.

                  
	 	 	 
	 	 	
                    Any
                      payment by Party A to Party B in excess of the amount due under
                      this
                      Transaction on any Floating Rate Payer Payment Date (as a result
                      of the
                      Notional Amount for the related Calculation Period being other
                      than the
                      amount set forth in Schedule I hereto for such Calculation
                      Period) shall
                      be returned by Party B to Party A as soon as Party B becomes
                      aware of such
                      overpayment. Other than the return of such overpayment, neither
                      Party B
                      nor Party A shall incur any penalty or liability hereunder
                      with respect to
                      such overpayment.

                  
	 	 	 
	 	
                    Trade
                      Date:

                  	
                    November
                      22, 2006

                  
	 	 	 
	 	
                    Effective
                      Date:

                  	
                    November
                      29, 2006

                  
	 	 	 
	 	
                    Termination
                      Date:

                  	
                    May
                      25, 2007, subject to adjustment in accordance with the Business
                      Day
                      Convention.

                  
	 	 	 
	 	
                    Fixed
                      Amount:

                  	 
	 	 	 
	 	
                    Fixed
                      Amount Payer:

                  	
                    Party
                      B

                  
	 	 	 
	 	
                    Fixed
                      Amount Payer

                  	 
	 	
                    Payment
                      Date:

                  	
                    November
                      29, 2006

                  
	 	 	 
	 	
                    Fixed
                      Amount:

                  	
                    USD
                      1000.00

                  
	 	 	 
	 	
                    Floating
                      Amounts:

                  	 
	 	 	 
	 	
                    Floating
                      Rate Payer:

                  	
                    Party
                      A

                  
	 	 	 
	 	
                    Cap
                      Rate:

                  	
                    7.50%
                      

                  
	 	 	 
	 	
                    Floating
                      Rate Payer 

                  	 
	 	
                    Period
                      End Dates:

                  	
                    The
                      25th
                      calendar day of each month of each year, commencing December
                      25, 2006,
                      through and including the Termination Date, subject to adjustment
                      in
                      accordance with the Business Day Convention.

                  
	 	 	 


          

           

           

          
            
              
              

            

            
              Page
                3 of
                26

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    Floating
                      Rate Payer 

                  	 
	 	
                    Payment
                      Dates:

                  	
                    Early
                      Payment shall be applicable. The Floating Rate Payer Payment
                      Dates shall
                      be one (1) Business Day prior to each Floating Rate Payer Period
                      End
                      Date.

                  
	 	 	 
	 	
                    Floating
                      Rate Option:

                  	
                    USD-LIBOR-BBA

                  
	 	 	 
	 	
                    Designated
                      Maturity:

                  	
                    One
                      month

                  
	 	 	 
	 	
                    Floating
                      Rate Day 

                  	 
	 	
                    Count
                      Fraction:

                  	
                    Actual/360

                  
	 	 	 
	 	
                    Reset
                      Dates:

                  	
                    The
                      first day of each Calculation Period.

                  
	 	 	 
	 	
                    Business
                      Days:

                  	
                    New
                      York

                  
	 	 	 
	 	
                    Business
                      Day Convention:

                  	
                    Following

                  
	 	 	 
	 	
                    Calculation
                      Agent:

                  	
                    Party
                      A

                  


          

           

          


          
            
              
                
                

              

              
                Page
                  4 of
                  26

                
                  

                

              

              
                
                

              

            

          

          


          
            	
                    3.

                  	
                    Provisions
                      Deemed Incorporated in a Schedule to the ISDA Master
                      Agreement:

                  


          

          


          
            	
                    Part
                      1.

                  	
                    Termination
                      Provisions.

                  


          

          


          For
            the
            purposes of this Agreement:-

          


          
            	
                    (a)

                  	
                    “Specified
                      Entity”
                      will not apply to Party A or Party B for any purpose.
                      

                  


          

          


          
            	
                    (b)

                  	
                    “Specified
                      Transaction”
                      will not apply to Party A or Party B for any
                      purpose.

                  


          

          


          
            	
                    (c)

                  	
                    Events
                      of Default.

                  


          

          


          The
            statement below that an Event of Default will apply to a specific party
            means
            that upon the occurrence of such an Event of Default with respect to
            such party,
            the other party shall have the rights of a Non-defaulting Party under
            Section 6
            of this Agreement; conversely, the statement below that such event will
            not
            apply to a specific party means that the other party shall not have such
            rights.

          


          
            	 	
                    (i)

                  	
                    The
                      “Failure
                      to Pay or Deliver”
                      provisions of Section 5(a)(i) will apply to Party A and will
                      apply to
                      Party B; provided, however, that Section 5(a)(i) is hereby
                      amended by
                      replacing the word “third” with the word “first”; provided, further, that
                      notwithstanding anything to the contrary in Section 5(a)(i),
                      any failure
                      by Party A to comply with or perform any obligation to be complied
                      with or
                      performed by Party A under the Credit Support Annex shall not
                      constitute
                      an Event of Default under Section 5(a)(i) unless (A) a Required
                      Ratings
                      Downgrade Event has occurred and been continuing for 30 or
                      more Local
                      Business Days and (B) such failure is not remedied on or before
                      the third
                      Local Business Day after notice of such failure is given to
                      Party
                      A.

                  


          

          


          
            	 	
                    (ii)

                  	
                    The
                      “Breach
                      of Agreement”
                      provisions of Section 5(a)(ii) will apply to Party A and will
                      not apply to
                      Party B.

                  


          

          


          
            	 	
                    (iii)

                  	
                    The
                      “Credit
                      Support Default”
                      provisions of Section 5(a)(iii) will apply to Party A and will
                      not apply
                      to Party B except that Section 5(a)(iii)(1) will apply to Party
                      B solely
                      in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                      Support Annex; provided, however, that notwithstanding anything
                      to the
                      contrary in Section 5(a)(iii)(1), any failure by Party A to
                      comply with or
                      perform any obligation to be complied with or performed by
                      Party A under
                      the Credit Support Annex shall not constitute an Event of Default
                      under
                      Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
                      has
                      occurred and been continuing for 30 or more Local Business
                      Days and (B)
                      such failure is not remedied on or before the third Local Business
                      Day
                      after notice of such failure is given to Party
                      A.

                  


          

          


          
            	 	
                    (iv)

                  	
                    The
                      “Misrepresentation”
                      provisions of Section 5(a)(iv) will apply to Party A and will
                      not apply to
                      Party B. 

                  


          

          


          
            	 	
                    (v)

                  	
                    The
                      “Default
                      under Specified Transaction”
                      provisions of Section 5(a)(v) will apply to Party A and will
                      not apply to
                      Party B.

                  


          

          


          
            	 	
                    (vi)

                  	
                    The
                      “Cross
                      Default”
                      provisions of Section 5(a)(vi) will apply to Party A and will
                      not apply to
                      Party B. For purposes of Section 5(a)(vi), solely with respect
                      to Party
                      A:

                  


          

          


          “Specified
            Indebtedness” will have the meaning specified in Section 14 , except that such
            term shall not include obligations in respect of deposits received in
            the
            ordinary course of Party A’s banking business.

          


          “Threshold
            Amount” means with respect to Party A an amount equal to three percent (3%) of
            the shareholders’ equity of Party A or, if applicable, the Eligible Guarantor,
            in either case as shown in the most recent annual audited financial statements
            of the relevant entity. 

          


          
            	 	
                    (vii)

                  	
                    The
                      “Bankruptcy”
                      provisions of Section 5(a)(vii) will apply to Party A and will
                      apply to
                      Party B except that the provisions of Section 5(a)(vii)(2),
                      (6) (to the
                      extent that such provisions refer to any appointment contemplated
                      or
                      effected by the Pooling and Servicing Agreement or any appointment
                      to
                      which Party B has not become subject), (7) and (9) will not
                      apply to Party
                      B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                      is
                      hereby amended by adding after the words “against it” the words
                      “(excluding any proceeding or petition instituted or presented
                      by Party A
                      or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                      deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                      (4) as amended, (5), (6) as amended, or (7)”. For purposes of Section
                      5(a)(vii)(6), the only relevant appointments are the appointments
                      of (i)
                      HSBC Bank USA, National Association, as the Trustee to the
                      Trust and as
                      the Trustee to the Supplemental Interest Trust, (ii) Wells
                      Fargo Bank,
                      National Association, as Securities Administrator, and (iii)
                      any successor
                      to HSBC Bank USA, National Association as the Trustee to the
                      Trust or as
                      the Trustee to the Supplemental Interest Trust or any successor
                      to Wells
                      Fargo Bank, National Association, as Securities
                      Administrator.

                  


          

          


          


          
            
              
                
                

              

              
                Page
                  5 of
                  26

                
                  

                

              

              
                
                

              

            

          

          


          
            	 	
                    (viii)

                  	
                    The
                      “Merger
                      Without Assumption”
                      provisions of Section 5(a)(viii) will apply to Party A and
                      will apply to
                      Party B.

                  


          

          


          
            	
                    (d)

                  	
                    Termination
                      Events.

                  


          

          


          The
            statement below that a Termination Event will apply to a specific party
            means
            that upon the occurrence of such a Termination Event, if such specific
            party is
            the Affected Party with respect to a Tax Event, the Burdened Party with
            respect
            to a Tax Event Upon Merger (except as noted below) or the non-Affected
            Party
            with respect to a Credit Event Upon Merger, as the case may be, such
            specific
            party shall have the right to designate an Early Termination Date in
            accordance
            with Section 6 of this Agreement; conversely, the statement below that
            such an
            event will not apply to a specific party means that such party shall
            not have
            such right; provided, however, with respect to “Illegality” the statement that
            such event will apply to a specific party means that upon the occurrence
            of such
            a Termination Event with respect to such party, either party shall have
            the
            right to designate an Early Termination Date in accordance with Section
            6 of
            this Agreement.

           

          
            	 	
                    (i)

                  	The “Illegality”
                    provisions of Section 5(b)(i) will apply to Party A and will
                    apply to
                    Party B.


            	 	 	 


            	 	
                    (ii)

                  	
                    The
                      “Tax
                      Event”
                      provisions of Section 5(b)(ii) will apply to Party A except
                      that, for
                      purposes of the application of Section 5(b)(ii) to Party A,
                      Section
                      5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                      a taxing authority, or brought in a court of competent jurisdiction,
                      on or
                      after the date on which a Transaction is entered into (regardless
                      of
                      whether such action is taken or brought with respect to a party
                      to this
                      Agreement) or (y)”, and the “Tax
                      Event”
                      provisions of Section 5(b)(ii) will apply to Party
                      B.

                  


          

          


          
            	 	
                    (iii)

                  	
                    The
                      “Tax
                      Event Upon Merger”
                      provisions of Section 5(b)(iii) will apply to Party A and will
                      apply to
                      Party B, provided that Party A shall not be entitled to designate
                      an Early
                      Termination Date by reason of a Tax Event upon Merger in respect
                      of which
                      it is the Affected Party.

                  


          

          


          
            	 	
                    (iv)

                  	
                    The
                      “Credit
                      Event Upon Merger”
                      provisions of Section 5(b)(iv) will not apply to Party A and
                      will not
                      apply to Party B.

                  


          

          


          
            	
                    (e)

                  	
                    The
                      “Automatic
                      Early Termination”
                      provision of Section 6(a) will not apply to Party A and will
                      not apply to
                      Party B.

                  


          

          


          
            	
                    (f)

                  	
                     Payments
                      on Early Termination.
                      For the purpose of Section 6(e) of this
                      Agreement:

                  


          

          


          
            	 	
                    (i)

                  	
                    Market
                      Quotation will apply, provided, however, that, in the event
                      of a
                      Derivative Provider Trigger Event, the following provisions
                      will
                      apply:

                  


          

          


          


          
            
              
                
                

              

              
                Page
                  6 of
                  26

                
                  

                

              

              
                
                

              

            

          

          


          
            	 	
                    (A)
                      

                  	
                    The
                      definition of Market Quotation in Section 14 shall be deleted
                      in its
                      entirety and replaced with the
                      following:

                  


          

          


          “Market
            Quotation” means,
            with respect to one or more Terminated Transactions, a Firm Offer which
            is (1)
            made by a Reference Market-maker that is an Eligible Replacement, (2)
            for an
            amount that would be paid to Party B (expressed as a negative number)
            or by
            Party B (expressed as a positive number) in consideration of an agreement
            between Party B and such Reference Market-maker to enter into a Replacement
            Transaction, and (3) made on the basis that Unpaid Amounts in respect
            of the
            Terminated Transaction or group of Transactions are to be excluded but,
            without
            limitation, any payment or delivery that would, but for the relevant
            Early
            Termination Date, have been required (assuming satisfaction of each applicable
            condition precedent) after that Early Termination Date is to be included.
            The
            party making the determination (or its agent) will request each Reference
            Market-maker to provide its quotation to the extent reasonably practicable
            as of
            the same day and time (without regard to different time zones) on or
            as soon as
            reasonably practicable before the Latest Settlement Amount Determination
            Day.
            The day and time as of which those quotations are to be obtained will
            be
            selected in good faith by the party obliged to make a determination under
            Section 6(e), and, if each party is so obliged, after consultation with
            the
            other.  

          


          
            	 	
                    (B)

                  	
                    The
                      definition of Settlement Amount shall be deleted in its entirety
                      and
                      replaced with the following:

                  


          

          


          “Settlement
            Amount”
            means,
            with respect to any Early Termination Date, an amount (as determined
            by Party B)
            equal to: 

          


          
            	 	
                    (a)

                  	
                    If
                      a Market Quotation for the relevant Terminated Transaction
                      or group of
                      Terminated Transactions is accepted by Party B so as to become
                      legally
                      binding on or before the day falling ten Local Business Days
                      after the day
                      on which the Early Termination Date is designated, or such
                      later day as
                      Party B may specify in writing to Party A, but in either case
                      no later
                      than one Local Business Day prior to the Early Termination
                      Date (such day,
                      the “Latest Settlement Amount Determination Day”), the Termination
                      Currency Equivalent of the amount (whether positive or negative)
                      of such
                      Market Quotation; 

                  


          

          


          
            	 	
                    (b)

                  	
                    If,
                      on the Latest Settlement Amount Determination Day, no Market
                      Quotation for
                      the relevant Terminated Transaction or group of Terminated
                      Transactions
                      has been accepted by Party B so as to become legally binding
                      and one or
                      more Market Quotations from
                      Approved Replacements have
                      been made and remain capable of becoming legally binding upon
                      acceptance,
                      the Settlement Amount shall equal the Termination Currency
                      Equivalent of
                      the amount (whether positive or negative) of the lowest of
                      such Market
                      Quotations (for the avoidance of doubt, the lowest of such
                      Market
                      Quotations shall be the lowest Market Quotation of
                      such Market Quotations
                      expressed as a positive number or, if any of such Market Quotations
                      is
                      expressed as a negative number, the Market Quotation expressed
                      as a
                      negative number with the largest absolute value);
                      or

                  


          

          


          
            	 	
                    (c)

                  	
                    If,
                      on the Latest Settlement Amount Determination Day, no Market
                      Quotation for
                      the relevant Terminated Transaction or group of Terminated
                      Transactions is
                      accepted by Party B so as to become legally binding and no
                      Market
                      Quotation from an Approved Replacement remains capable of becoming
                      legally
                      binding upon acceptance, the Settlement Amount shall equal
                      Party B’s Loss
                      (whether positive or negative and without reference to any
                      Unpaid Amounts)
                      for the relevant Terminated Transaction or group of Terminated
                      Transactions.

                  


          

          


          
            	 	
                    (C)

                  	
                    If
                      Party B requests Party A in writing to obtain Market Quotations,
                      Party A
                      shall use its reasonable efforts to do so before the Latest
                      Settlement
                      Amount Determination Day.

                  


          

          


          


          
            
              
                
                

              

              
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                    (D)

                  	
                    If
                      the Settlement Amount is a negative number, Section 6(e)(i)(3)
                      shall be
                      deleted in its entirety and replaced with the
                      following:

                  


          

          


          “(3)
            Second
            Method and Market Quotation.
            If the
            Second Method and Market Quotation apply, (I) Party B shall pay to Party
            A an
            amount equal to the absolute value of the Settlement Amount in respect
            of the
            Terminated Transactions, (II) Party B shall pay to Party A the Termination
            Currency Equivalent of the Unpaid Amounts owing to Party A and (III)
            Party A
            shall pay to Party B the Termination Currency Equivalent of the Unpaid
            Amounts
            owing to Party B; provided, however, that (x) the amounts payable under
            the
            immediately preceding clauses (II) and (III) shall be subject to netting
            in
            accordance with Section 2(c) of this Agreement and (y) notwithstanding
            any other
            provision of this Agreement, any amount payable by Party A under the
            immediately
            preceding clause (III) shall not be netted-off against any amount payable
            by
            Party B under the immediately preceding clause (I).”

           

          
            	 	
                    (E)

                  	
                    At
                      any time on or before the Latest Settlement Amount Determination
                      Day at
                      which two or more Market Quotations from Approved Replacements
                      remain
                      capable of becoming legally binding upon acceptance, Party
                      B shall be
                      entitled to accept only the lowest of such Market Quotations
                      (for the
                      avoidance of doubt, the lowest of such Market Quotations shall
                      be the
                      lowest Market Quotation of such Market Quotations expressed
                      as a positive
                      number or, if any of such Market Quotations is expressed as
                      a negative
                      number, the Market Quotation expressed as a negative number
                      with the
                      largest absolute value).

                  


          

          


          
            	 	
                    (ii)

                  	
                    The
                      Second Method will apply.

                  


          

          


          
            	
                    (g)

                  	
                    “Termination
                      Currency”
                      means USD.

                  


          

          


          
            	
                    (h)
                      

                  	
                    Additional
                      Termination Events.
                      Additional Termination Events will apply as provided in Part
                      5(c).
                      

                  


          

          


          
            
              
                
                

              

              
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                    Part
                      2. 

                  	
                    Tax
                      Matters.

                  


          

          


          
            	
                    (a)

                  	
                    Tax
                      Representations. 

                  


          

          


          
            	 	
                    (i)

                  	
                    Payer
                      Representations.
                      For the purpose of Section 3(e) of this Agreement:
                      

                  


          

           

          
            	
                  	(A)	
                    Party
                      A makes the following
                      representation(s):

                  


          

          


          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 this Agreement)
            to be made
            by it to the other party under this Agreement. In making this representation,
            it
            may rely on: the accuracy of any representations made by the other party
            pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of
            the
            agreement contained in Section 4(a)(i) or 4(a)(iii) of this 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 this Agreement; and (iii) the satisfaction
            of
            the agreement of the other party contained in Section 4(d) of this 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 to its legal
            or
            commercial position.

          
             

            
              	
                    	(B)	
                      Party
                        B makes the following
                        representation(s):

                    


            

             

          

          None.

          


          (ii)    Payee
            Representations.
            For the
            purpose of Section 3(f) of this Agreement: 

          
             

            
              	
                    	(A)	
                      Party
                        A makes the following
                        representation(s):

                    


            

             

          

          
            	 	
                    (i)

                  	Party A is a tax resident of the United
                    Kingdom;


            	 	 	 


            	 	
                    (ii)

                  	
                    Party
                      A 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 Party A provides
                      written notice
                      to Party B that it is no longer a foreign person;
                      

                  


          

           

          
            	 	
                    (iii)

                  	
                    in
                      respect of each Transaction Party A enters into through an
                      office or
                      discretionary agent in the United States or which otherwise
                      is allocated
                      (in whole or part) for United States federal income tax purposes
                      to such
                      United States trade or business, each payment received or to
                      be received
                      by Party A under such Transaction (or portion thereof, if applicable)
                      will
                      be effectively connected with its conduct of a trade or business
                      in the
                      United States; and

                  


          

           

          
            	 	
                    (iv)

                  	
                    in
                      respect of all other Transactions or portions thereof, no such
                      payment
                      received or to be received by Party A in connection with this
                      Agreement is
                      attributable to a trade or business carried on by it through
                      a permanent
                      establishment in the United States.

                  


          

          
            
               

              
                	
                      	(B)	
                        Party
                          B makes the following
                          representation(s):

                      


              

            

          

          


          None. 

          


          
            	
                    (b)

                  	
                    Tax
                      Provisions.

                  


          

          


          


          


          
            
              
                
                

              

              
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                    (i)

                  	
                    Gross
                      Up.
                      Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                      2(d)(ii)
                      shall not apply to Party B as Y, in each case such that Party
                      B shall not
                      be required to pay any additional amounts referred to
                      therein.

                  


          

          


          
            	 	
                    (ii)

                  	
                    Indemnifiable
                      Tax.
                      The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                      entirety and replaced with the
                      following:

                  


          

          


          “Indemnifiable
            Tax”
            means,
            in relation to payments by Party A, any Tax and, in relation to payments
            by
            Party B, no Tax. 

           

           

          
            
              
                
                

              

              
                Page
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                  26

                
                  

                

              

              
                
                

              

            

          

          


          
            	
                    Part
                      3. 

                  	
                    Agreement
                      to Deliver Documents.  

                  


          

          


          
            	
                    (a)

                  	
                    For
                      the purpose of Section 4(a)(i), tax forms, documents, or certificates
                      to
                      be delivered are:

                  


          

          


          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which to

                    be
                      delivered

                  
	 	 	 
	
                    Party
                      A

                  	
                    A
                      correct, complete and duly executed U.S. Internal Revenue Service
                      Form
                      (such as W-8BEN, W-8ECI, W-9 or other applicable form) (or
                      successor
                      thereto), together with appropriate attachments, that eliminates
                      U.S.
                      federal withholding and backup withholding Tax on payments
                      to Party A
                      under this Agreement.

                  	
                    Upon
                      the execution and delivery of this Agreement and upon reasonable
                      request.

                  
	 	 	 
	
                    Party
                      B

                  	
                    Any
                      form or document required or reasonably requested to allow
                      the other party
                      to make payments to Party B under the Agreement without any
                      deduction or
                      withholding for or on account of any Tax, or with such deduction
                      or
                      withholding at a reduced rate, which may include tax forms
                      relating to the
                      beneficial owner of payments to Party B under the Agreement
                      from time to
                      time.

                  	
                    Upon
                      the execution and delivery of this Agreement and at any time
                      that the last
                      such document delivered becomes incorrect or
                      out-of-date.

                  


          

          


          


          


          
            
              
                
                

              

              
                Page
                  11 of
                  26

                
                  

                

              

              
                
                

              

            

          

          


          
            	
                    (b)

                  	
                    For
                      the purpose of Section 4(a)(ii), 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

                  
	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	
                    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 the Agreement, this 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 the Agreement, this Confirmation and any Credit Support
                      Document, as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	
                     

                  	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	
                    A
                      certificate of an authorized officer of the party, as to the
                      incumbency
                      and authority of the respective officers of the party signing
                      the
                      Agreement, this Confirmation, and any relevant Credit Support
                      Document, as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    Annual
                      Report of Party A containing consolidated financial statements
                      certified
                      by independent certified public accountants and prepared in
                      accordance
                      with generally accepted accounting principles in the country
                      in which
                      Party A is organized

                  	
                    Promptly
                      upon becoming publicly available if not available on Party
                      A’s
                      website.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    Interim
                      Financial Statements of Party A containing unaudited, consolidated
                      financial statements of Party A’s reporting period prepared in accordance
                      with generally accepted accounting principles in the country
                      in which
                      Party A is organized

                  	
                    Promptly
                      upon becoming publicly available if not available on Party
                      A’s
                      website.

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A 

                  	
                    Opinion(s)
                      of counsel satisfactory to the other party.

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    No

                  


          

          


          Part
            4. Miscellaneous. 

          


          
            	
                    (a)

                  	
                    Address
                      for Notices:
                      For the purposes of Section 12(a) of this
                      Agreement:

                  


          

          


          Address
            for notices or communications to Party A and Party B shall be those set
            forth on
            the first page of the Confirmation :

          


          


          
            
              
                
                

              

              
                Page
                  12 of
                  26

                
                  

                

              

              
                
                

              

            

          

          


          
            	
                    (b)

                  	
                    Process
                      Agent.
                      For the purpose of Section 13(c):

                  


          

          


          Party
            A
            appoints as its Process Agent: Not applicable.

          


          Party
            B
            appoints as its Process Agent: Not applicable.

          


          
            	
                    (c)

                  	
                    Offices.
                      The provisions of Section 10(a) will apply to this
                      Agreement.

                  


          

          


          
            	
                    (d)

                  	
                    Multibranch
                      Party.
                      For the purpose of Section 10(c) of this
                      Agreement:

                  


          

          


          Party
            A
            is not a Multibranch Party.

          


          
            	 	
                    Party
                      B is not a Multibranch Party.

                  


          

          


          
            	
                    (e)

                  	
                    Calculation
                      Agent.
                      The Calculation Agent is Party A.

                  


          

          


          
            	
                    (f)

                  	
                    Credit
                      Support Document. 

                  


          

           

          
            	 	
                    Party
                      A:

                  	
                    The
                      Credit Support Annex, and any guarantee in support of Party
                      A’s
                      obligations under this Agreement.

                  


            	 	 	 


            	 	
                    Party
                      B:

                  	The Credit Support Annex, solely in respect
                    of Party B’s
                    obligations under Paragraph 3(b) of the Credit Support
                    Annex.


          

           
            

          
            	
                    (g)

                  	
                    Credit
                      Support Provider.

                  


          

          
             

            
              	 	
                      Party
                        A:

                    	
                      The
                        guarantor under any guarantee in support of Party A’s obligations under
                        this Agreement.

                    


              	 	 	 


              	 	
                      Party
                        B:

                    	None.


            

             
              

          

          
            	
                    (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
                      the conflict of law provisions thereof other than New York
                      General
                      Obligations Law Sections 5-1401 and 5-1402.


                  


          

          


          
            	
                    (i)

                  	
                    Netting
                      of Payments.
                      The parties agree that subparagraph (ii) of Section 2(c) will
                      apply to
                      each Transaction hereunder. 

                  


          

          


          
            	
                    (j)

                  	
                    Affiliate.“Affiliate”
                      shall have the meaning assigned thereto in Section 14; provided,
                      however,
                      that Party B shall be deemed to have no Affiliates for purposes
                      of this
                      Agreement, including for purposes of Section
                      6(b)(ii).

                  


          

          


          


          
            
              
                
                

              

              
                Page
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                  26

                
                  

                

              

              
                
                

              

            

          

          


          
            	
                    Part
                      5. 

                  	
                    Others
                      Provisions.

                  


          

          


          
            	 	
                    (a)

                  	
                    Definitions.
                      Unless
                      otherwise specified in a Confirmation, this Agreement and each
                      Transaction
                      under this Agreement are subject to the 2000 ISDA Definitions
                      as published
                      and copyrighted in 2000 by the International Swaps and Derivatives
                      Association, Inc. (the “Definitions”),
                      and will be governed in all relevant respects by the provisions
                      set forth
                      in the Definitions, without regard to any amendment to the
                      Definitions
                      subsequent to the date hereof. The provisions of the Definitions
                      are
                      hereby incorporated by reference in and shall be deemed a part
                      of this
                      Agreement, except that (i) references in the Definitions to
                      a “Swap
                      Transaction” shall be deemed references to a “Transaction” for purposes of
                      this Agreement, and (ii) references to a “Transaction” in this Agreement
                      shall be deemed references to a “Swap Transaction” for purposes of the
                      Definitions. Each term capitalized but not defined in this
                      Agreement shall
                      have the meaning assigned thereto in the Pooling and Servicing
                      Agreement.

                  


          

           

          
            	 	
                    (b)

                  	
                    Amendments
                      to ISDA Master Agreement.

                  


          

           

          
            	 	
                    (i)

                  	
                    Single
                      Agreement.
                      Section 1(c) is hereby amended by the adding the words “including, for the
                      avoidance of doubt, the Credit Support Annex” after the words “Master
                      Agreement”. 

                  


          

          


          
            	 	
                    (ii)

                  	
                    [Reserved.]

                  


          

          


          
            	 	
                    (iii)

                  	
                    Change
                      of Account.
                      Section 2(b) is hereby amended by the addition of the following
                      after the
                      word “delivery” in the first line
                      thereof:

                  


          

           

          “to
            another account in the same legal and tax jurisdiction as the original
            account”.

          


          
            	 	
                    (iv)

                  	
                    Representations.
                      Section 3 is hereby amended by adding at the end thereof the
                      following
                      subsection (g): 

                  


          

          


          
            	 	
                    “(g)

                  	
                    Relationship
                      Between Parties. 

                  


          

          


          
            	 	
                    (1)

                  	
                    Nonreliance.
                      (i) 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 and (ii) it has consulted with
                      its own legal,
                      regulatory, tax, business, investment, financial and accounting
                      advisors
                      to the extent it has deemed necessary, and it has made its
                      own investment,
                      hedging and trading decisions based upon its own judgment and
                      upon any
                      advice from such advisors as it has deemed necessary and not
                      upon any view
                      expressed by the other party.

                  


          

           

          
            	 	
                    (2)

                  	
                    Evaluation
                      and Understanding. (i) It has the capacity to evaluate (internally
                      or
                      through independent professional advice) the Transaction and
                      has made its
                      own decision subject to Section 6(n) of this Agreement to enter
                      into the
                      Transaction and (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.
                      

                  


          

          


          
            	 	
                    (3)

                  	
                    Purpose.
                      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.


                  


          

          


          
            	 	
                    (5)

                  	
                    Eligible
                      Contract Participant. It is an “eligible contract participant” as defined
                      in Section 1(a)(12) of the Commodity Exchange Act, as
                      amended.”

                  


          

           

          


          
            
              
                
                

              

              
                Page
                  14 of
                  26

                
                  

                

              

              
                
                

              

            

          

          


          
            	 	
                    (v)

                  	
                    Transfer
                      to Avoid Termination Event.
                      Section 6(b)(ii) is hereby amended by (i) deleting the words
“or if a Tax
                      Event Upon Merger occurs and the Burdened Party is the Affected
                      Party,”
                      and (ii) by deleting the words “to transfer” and inserting the words “to
                      effect a Permitted Transfer” in lieu
                      thereof.

                  


          

           

          
            	 	
                    (vi)

                  	
                    Jurisdiction.
                      Section
                      13(b) is hereby amended by: (i) deleting in the second line
                      of
                      subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                      end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                      deleting the final paragraph
                      thereof.

                  


          

          


          
            	 	
                    (vii)

                  	
                    Local
                      Business Day.
                      The definition of Local Business Day in Section 14 is hereby
                      amended by
                      the addition of the words “or any Credit Support Document” after “Section
                      2(a)(i)” and the addition of the words “or Credit Support Document” after
                      “Confirmation”. 

                  


          

          


          
            	 	
                    (c)

                  	
                    Additional
                      Termination Events.
                      The following Additional Termination Events will
                      apply:

                  


          

           

          
            	 	
                    (i)

                  	
                    First
                      Rating Trigger Collateral.
                      If
                      (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                      occurred and been continuing for 30 or more Local Business
                      Days and (B)
                      Party
                      A has failed to comply with or perform any obligation to be
                      complied with
                      or performed by Party A in accordance with the Credit Support
                      Annex, then
                      an Additional Termination Event shall have occurred with respect
                      to Party
                      A and Party A shall be the sole Affected Party with respect
                      to such
                      Additional Termination Event. 

                  


          

          


          
            	 	
                    (ii)

                  	
                    Second
                      Rating Trigger Replacement.
                      If
                      (A) a Required Ratings Downgrade Event has occurred and been
                      continuing
                      for 30 or more Local Business Days and (B) (i) at least one
                      Eligible
                      Replacement has made a Firm Offer to be the transferee of all
                      of Party A’s
                      rights and obligations under this Agreement (and such Firm
                      Offer remains
                      an offer that will become legally binding upon such Eligible
                      Replacement
                      upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                      has made
                      a Firm Offer to provide an Eligible Guarantee (and such Firm
                      Offer remains
                      an offer that will become legally binding upon such Eligible
                      Guarantor
                      immediately upon acceptance by the offeree), then an Additional
                      Termination Event shall have occurred with respect to Party
                      A and Party A
                      shall be the sole Affected Party with respect to such Additional
                      Termination Event. 

                  


          

          


          
            	 	
                    (iii)

                  	
                    Swap
                      Disclosure Event.
                      If, upon the occurrence of a Swap Disclosure Event (as defined
                      in Part
                      5(e) below) Party A has not, within 10 days after such Swap
                      Disclosure
                      Event complied with any of the provisions set forth in Part
                      5(e)(iii)
                      below, then an Additional Termination Event shall have occurred
                      with
                      respect to Party A and Party A shall be the sole Affected Party
                      with
                      respect to such Additional Termination
                      Event.

                  


          

           

          
            	 	
                    (iv)

                  	
                    [Reserved.]

                  


          

          


          
            	 	
                    (v)

                  	
                    Optional
                      Termination of Securitization.
                      An
                      Additional Termination Event shall occur upon the notice to
                      Certificateholders of an Optional Termination becoming unrescindable
                      in
                      accordance with Article X of the Pooling and Servicing Agreement
                      with
                      respect to such Additional Termination Event; provided, however,
                      that
                      notwithstanding anything to the contrary in Section 6(b)(iv),
                      only Party B
                      may designate an Early Termination Date in respect of this
                      Additional
                      Termination Event. 

                  


          

          


          
            	 	
                    (d)

                  	
                    Required
                      Ratings Downgrade Event.
                      In
                      the event that no Relevant Entity has credit ratings at least
                      equal to the
                      Required Ratings Threshold (such event, a “Required
                      Ratings Downgrade Event”),
                      then Party A shall, as soon as reasonably practicable and so
                      long as a
                      Required Ratings Downgrade Event is in effect, at its own expense,
                      using
                      commercially reasonable efforts, procure either (A) a Permitted
                      Transfer
                      or (B) an Eligible Guarantee from an Eligible Guarantor.
                      

                  


          

           

          
            	 	
                    (e)

                  	
                    Compliance
                      with Regulation AB. 

                  


          

           

          


          
            
              
                
                

              

              
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                    (i)

                  	
                    Party
                      A 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
                      Party A or its group of affiliated entities, if applicable,
                      depending on
                      the aggregate “significant percentage” of this Agreement and any other
                      derivative contracts between Party A 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 Party
                      A 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, Party A, 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 Party A or any entity
                      that
                      consolidates Party A within five days of the release of any
                      such updated
                      Swap Financial Disclosure; (2) secure another entity to replace
                      Party A 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 complies with the requirements of Item 1115 of
                      Regulation AB,
                      including providing the information contemplated by Part 5(e)(iii)(1)
                      above, or (3) obtain a guaranty of the Party A’s obligations under this
                      Agreement from an affiliate of the Party A, subject to the
                      Rating Agency
                      Condition, that complies with the financial information disclosure
                      requirements of Item 1115 of Regulation AB, including providing
                      the
                      information contemplated by Part 5(e)(iii)(1) above, such that
                      disclosure
                      provided in respect of the affiliate will satisfy any disclosure
                      requirements applicable to Party A, 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)

                  	
                    Party
                      A and the primary obligor under any Credit Support Document
                      agree that, in
                      the event that Party A provides Swap Financial Disclosure to
                      ACE in
                      accordance with Part 5(e)(iii)(1)(a) or causes its affiliate
                      to provide
                      Swap Financial Disclosure to ACE in accordance with Part 5(e)(iii)(1)(c),
                      Party A 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-ASAP6, required to be stated therein or necessary
                      to make the
                      statements therein, in light of the circumstances under which
                      they were
                      made, not misleading.

                  


          

          


          
            	 	
                    (v)

                  	
                    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.

                  


          

          


          
            
              
                
                

              

              
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          (f) Transfers. 

          
             

            
              	 	
                      (i)

                    	
                      Section
                        7 is hereby amended to read in its entirety as
                        follows:

                    


            

             

          

          “Subject
            to Section 6(b)(ii), Part 5(d) and Part 5(e), neither Party A nor Party
            B is
            permitted to assign, novate or transfer (whether by way of security or
            otherwise) as a whole or in part any of its rights, obligations or interests
            under the Agreement or any Transaction unless (a) they have secured the
            prior
            written consent of the other party and (b) they have provided prior written
            notice to the Cap Rating Agencies.” 

           

          
            	 	
                    (ii)

                  	
                    If
                      an Eligible Replacement has made a Firm Offer (which remains
                      an offer that
                      will become legally binding upon acceptance by Party B) to
                      be the
                      transferee pursuant to a Permitted Transfer, Party B shall,
                      at Party A’s
                      written request and at Party A’s expense, take any reasonable steps
                      required to be taken by Party B to effect such transfer.
                      

                  


          

           

          
            	 	
                    (g)

                  	
                    Non-Recourse.
                      Party A acknowledges and agree that, notwithstanding any provision
                      in this
                      Agreement to the contrary, the obligations of Party B hereunder
                      are
                      limited recourse obligations of Party B, payable solely from
                      the Trust and
                      the proceeds thereof, in accordance with the priority of payments
                      and
                      other terms of the Pooling and Servicing Agreement and that
                      Party A will
                      not have any recourse to any of the directors, officers, employees,
                      shareholders or affiliates of the Party B with respect to any
                      claims,
                      losses, damages, liabilities, indemnities or other obligations
                      in
                      connection with any transactions contemplated hereby. In the
                      event that
                      the Trust and the proceeds thereof, funded in accordance with
                      the priority
                      of payments and other terms of the Pooling and Servicing Agreement,
                      should
                      be insufficient to satisfy all claims outstanding and following
                      the
                      realization of the account held by the Trust and the proceeds
                      thereof, any
                      claims against or obligations of Party B under the ISDA Master
                      Agreement
                      or any other confirmation thereunder still outstanding shall
                      be
                      extinguished and thereafter not revive. The Trustee shall not
                      have
                      liability for any failure or delay in making a payment hereunder
                      to Party
                      A due to any failure or delay in receiving amounts in the account
                      held by
                      the Trust from the Trust created pursuant to the Pooling and
                      Servicing
                      Agreement. This provision will survive the termination of this
                      Agreement.

                  


          

           

          
            	 	
                    (h)

                  	
                    Limitation
                      on Events of Default.
                      Notwithstanding the provisions of Sections 5 and 6, if at any
                      time and so
                      long as Party B has satisfied in full all its payment obligations
                      under
                      Section 2(a)(i) and has at the time no future payment obligations,
                      whether
                      absolute or contingent, under such Section, then unless Party
                      A is
                      required pursuant to appropriate proceedings to return to Party
                      B or
                      otherwise returns to Party B upon demand of Party B any portion
                      of any
                      such payment, (a) the occurrence of an event described in Section
                      5(a)
                      with respect to Party B shall not constitute an Event of Default
                      or
                      Potential Event of Default with respect to Party B as Defaulting
                      Party and
                      (b) Party A shall be entitled to designate an Early Termination
                      Date
                      pursuant to Section 6 only as a result of the occurrence of
                      a Termination
                      Event set forth in either Section 5(b)(i) or 5(b)(ii) with
                      respect to
                      Party A as the Affected Party, or Section 5(b)(iii) with respect
                      to Party
                      A as the Burdened Party. For purposes of the Transaction to
                      which this
                      Agreement relates, Party B’s only obligation under Section 2(a)(i) is to
                      pay the Fixed Amount on the Fixed Amount Payer Payment
                      Date.

                  


          

           

          
            	 	
                    (i)

                  	
                    Rating
                      Agency Notifications. Notwithstanding
                      any other provision of this Agreement, no Early Termination
                      Date shall be
                      effectively designated hereunder by Party B and no transfer
                      of any rights
                      or obligations under this Agreement shall be made by either
                      party unless
                      each Cap Rating Agency has been given prior written notice
                      of such
                      designation or transfer. 

                  


          

           

          
            	 	
                    (j)

                  	
                    No
                      Set-off.
                      Except as expressly provided for in Section 2(c), Section 6
                      or Part
                      1(f)(i)(D) hereof, and notwithstanding any other 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.
                      Section 6(e) shall be amended by deleting the following sentence:
“The
                      amount, if any, payable in respect of an Early Termination
                      Date and
                      determined pursuant to this Section will be subject to any
                      Set-off.”.

                  


          

           

          


          
            
              
                
                

              

              
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                    (k)

                  	
                    Amendment.
                      Notwithstanding any provision to the contrary in this Agreement,
                      no
                      amendment of either this Agreement or any Transaction under
                      this Agreement
                      shall be permitted by either party unless each of the Cap Rating
                      Agencies
                      has been provided prior written notice of the same.
                      

                  


          

           

          
            	 	
                    (l)

                  	
                    Notice
                      of Certain Events or Circumstances.
                      Each Party agrees, upon learning of the occurrence or existence
                      of any
                      event or condition that constitutes (or that with the giving
                      of notice or
                      passage of time or both would constitute) an Event of Default
                      or
                      Termination Event with respect to such party, promptly to give
                      the other
                      Party and to each Cap Rating Agency notice of such event or
                      condition;
                      provided that failure to provide notice of such event or condition
                      pursuant to this Part 5(l) shall not constitute an Event of
                      Default or a
                      Termination Event.

                  


          

           

          
            	 	
                    (m)

                  	
                    Proceedings.
                      No
                      Relevant Entity shall institute against, or cause any other
                      person to
                      institute against, or join any other person in instituting
                      against Party B
                      or the trust formed pursuant to the Pooling and Servicing Agreement,
                      in
                      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 (or, if longer, the applicable
                      preference period) and one day following payment in full of
                      the
                      Certificates and any Notes. This provision will survive the
                      termination of
                      this Agreement.

                  


          

           

          
            	 	
                    (n)

                  	
                    Trustee
                      Liability Limitations.
                      It
                      is expressly understood and agreed by the parties hereto that
                      (a) this
                      Agreement is executed by HSBC Bank USA, National Association
                      (“HSBC”) not
                      in its individual capacity, but solely as Trustee under the
                      Pooling and
                      Servicing Agreement in the exercise of the powers and authority
                      conferred
                      and invested in it thereunder; (b) HSBC has been directed pursuant
                      to the
                      Pooling and Servicing Agreement to enter into this Agreement
                      and to
                      perform its obligations hereunder; (c) each of the representations,
                      undertakings and agreements herein made on behalf of the trust
                      is made and
                      intended not as personal representations of the Trustee but
                      is made and
                      intended for the purpose of binding only the trust; and (d)
                      under no
                      circumstances shall HSBC
                      in its individual capacity be personally liable for any payments
                      hereunder
                      or for the breach or failure of any obligation, representation,
                      warranty
                      or covenant made or undertaken under this
                      Agreement.

                  


          

           

          
            	 	
                    (o)

                  	
                    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) in any respect,
                      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; provided, however, that this severability provision
                      shall not be
                      applicable if any provision of Section 2, 5, 6, or 13 (or any
                      definition
                      or provision in Section 14 to the extent it relates to, or
                      is used in or
                      in connection with any such Section) shall be so held to be
                      invalid or
                      unenforceable. 

                  


          

           

          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. 

          


          
            	 	
                    (p)

                  	
                    Agent
                      for Party B. Party
                      A acknowledges that Party B has appointed the Securities Administrator
                      as
                      its agent under the Pooling and Servicing Agreement to carry
                      out certain
                      functions on behalf of Party B, and that Securities Administrator
                      shall be
                      entitled to give notices and to perform and satisfy the obligations
                      of
                      Party B hereunder on behalf of Party
                      B.

                  


          

           

          
            	 	
                    (q)

                  	
                    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 trading, marketing, and operations personnel of the
                      parties and
                      their Affiliates, waives any further notice of such monitoring
                      or
                      recording, and agrees to notify such personnel of such monitoring
                      or
                      recording. 

                  


          

          


          
            
              
                
                

              

              
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                    (r)

                  	
                    Waiver
                      of Jury Trial.
                      Each party waives any right it may have to a trial by jury
                      in respect of
                      any in respect of any suit, action or proceeding relating to
                      this
                      Agreement or any Credit Support Document.


                  


          

           

          
            	 	
                    (s)

                  	
                    Form
                      of ISDA Master Agreement. Party
                      A and Party B hereby agree that the text of the body of the
                      ISDA Master
                      Agreement is intended to be the printed form of the ISDA Master
                      Agreement
                      (Multicurrency - Crossborder) as published and copyrighted
                      in 1992 by the
                      International Swaps and Derivatives Association,
                      Inc.

                  


          

           

          
            	 	
                    (t)

                  	
                    Payment
                      Instructions.
                      Party A hereby agrees that, unless notified in writing by Party
                      B of other
                      payment instructions, any and all amounts payable by Party
                      A to Party B
                      under this Agreement shall be paid to the account specified
                      in Item 4 of
                      this Confirmation, below. 

                  


          

           

          
            	 	
                    (u)

                  	
                    Additional
                      representations.

                  


          

           

          
            	 	
                    (i)

                  	
                    Representations
                      of Party A.
                      Party A represents to Party B on the date on which Party A
                      enters into
                      each Transaction that Party A’s obligations under this Agreement rank pari
                      passu with all of Party A’s other unsecured, unsubordinated obligations
                      except those obligations preferred by operation of
                      law.

                  


          

           

          
            	 	
                    (ii)

                  	
                    Capacity.
                      Party A represents to Party B on the date on which Party A
                      enters into
                      this Agreement that it is entering into the Agreement and the
                      Transaction
                      as principal and not as agent of any person. Party B represents
                      to Party A
                      on the date on which Party B enters into this Agreement that
                      it is
                      entering into the Agreement and the Transaction in its capacity
                      as
                      Trustee.

                  


          

           

          
            	 	
                    (v)

                  	
                    Acknowledgements.

                  


          

           

          
            	 	
                    (i)

                  	
                    Substantial
                      financial transactions.
                      Each party hereto is hereby advised and acknowledges as of
                      the date hereof
                      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 Pooling and Servicing Agreement relating
                      to such
                      Transaction, as applicable. This paragraph shall be deemed
                      repeated on the
                      trade date of each Transaction.

                  


          

           

          
            	 	
                    (ii)

                  	
                    Bankruptcy
                      Code.
                      Subject to Part 5(m), without limiting the applicability if
                      any, of any
                      other provision of the U.S. Bankruptcy Code as amended (the
“Bankruptcy
                      Code”) (including without limitation Sections 362, 546, 556, and
                      560
                      thereof and the applicable definitions in Section 101 thereof),
                      the
                      parties acknowledge and agree that all Transactions entered
                      into hereunder
                      will constitute “forward contracts” or “swap agreements” as defined in
                      Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                      Section 761 of the Bankruptcy Code, that the rights of the
                      parties under
                      Section 6 of this Agreement will constitute contractual rights
                      to
                      liquidate Transactions, that any margin or collateral provided
                      under any
                      margin, collateral, security, pledge, or similar agreement
                      related hereto
                      will constitute a “margin payment” as defined in Section 101 of the
                      Bankruptcy Code, and that the parties are entities entitled
                      to the rights
                      under, and protections afforded by, Sections 362, 546, 556,
                      and 560 of the
                      Bankruptcy Code.

                  


          

           

          
            	 	
                    (w)

                  	
                    [Reserved.]

                  


          

           

          
            	 	
                    (x)

                  	
                    Additional
                      Definitions. 

                  


          

           

          As
            used
            in this Agreement, the following terms shall have the meanings set forth
            below,
            unless the context clearly requires otherwise: 

           

          


          
            
              
                
                

              

              
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          “Approved
            Ratings Threshold”
            means
            each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
            Ratings Threshold.

          


          “Approved
            Replacement” means,
            with respect to a Market Quotation, an entity making such Market Quotation,
            which entity would satisfy conditions (a), (b) and (c) of the definition
            of
            Permitted Transfer (as determined by Party B in its sole discretion,
            acting in a
            commercially reasonable manner) if such entity were a Transferee, as
            defined in
            the definition of Permitted Transfer.

          


          “Cap
            Rating Agencies”
means,
            with respect to any date of determination, each of S&P and Moody’s, to the
            extent that each such rating agency is then providing a rating for any
            of the
            Ace Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 Asset
            Backed
            Pass-Through Certificates (the “Certificates”)
            or any
            notes backed by the Certificates (the “Notes”).

          


          “Derivative
            Provider Trigger Event”
            means
            (i) an Event of Default with respect to which Party A is a Defaulting
            Party,
            (ii) a Termination Event with respect to which Party A is the sole Affected
            Party or (iii) an Additional Termination Event with respect to which
            Party A is
            the sole Affected Party.

          


          “Eligible
            Guarantee”
            means an
            unconditional and irrevocable guarantee of all present and future obligations
            (for the avoidance of doubt, not limited to payment obligations) of Party
            A or
            an Eligible Replacement to Party A under this Agreement that is provided
            by an
            Eligible Guarantor as principal debtor rather than surety and that is
            directly
            enforceable by Party B, the form and substance of which guarantee are
            provided
            in advance to S&P, and either (A) a law firm has given a legal opinion
            confirming that none of the guarantor’s payments to Party B under such guarantee
            will be subject to Tax
            collected by withholding or
            (B)
            such guarantee provides that, in the event that any of such guarantor’s payments
            to Party B are subject to Tax collected by withholding, such guarantor
            is
            required to pay such additional amount as is necessary to ensure that
            the net
            amount actually received by Party B (free and clear of any Tax collected
            by
            withholding) will equal the full amount Party B would have received had
            no such
            withholding been required.

          


          “Eligible
            Guarantor” means
            an
            entity that (A) has credit ratings at least equal to the Approved Ratings
            Threshold or (B) has credit ratings at least equal to the Required Ratings
            Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee
            of
            an Eligible Guarantor with credit ratings below the Approved Ratings
            Threshold
            will not prevent or cure the occurrence of a Collateral Event (as defined
            in the
            Credit Support Annex). 

          


          “Eligible
            Replacement”
            means an
            entity (i) that has credit ratings at least equal to the Approved Ratings
            Threshold, (ii) has credit ratings at least equal to the Required Ratings
            Threshold, provided, for the avoidance of doubt, that an Eligible Guarantee
            of
            an Eligible Guarantor with credit ratings below the Approved Ratings
            Threshold
            will not prevent or cure the occurrence of a Collateral Event (as defined
            in the
            Credit Support Annex), or (iii) the present and future obligations (for
            the
            avoidance of doubt, not limited to payment obligations) of which entity
            to Party
            B under this Agreement are guaranteed pursuant to an Eligible Guarantee
            provided
            by an Eligible Guarantor.

          


          “Firm
            Offer”
            means
            (A) with respect to an Eligible Replacement, a quotation from such Eligible
            Replacement (i) in an amount equal to the actual amount payable by or
            to Party B
            in consideration of an agreement between Party B and such Eligible Replacement
            to replace Party A as the counterparty to this Agreement by way of novation
            or,
            if such novation is not possible, an agreement between Party B and such
            Eligible
            Replacement to enter into a Replacement Transaction (assuming that all
            Transactions hereunder become Terminated Transactions), and (ii) that
            constitutes an offer by such Eligible Replacement to replace Party A
            as the
            counterparty to this Agreement or enter a Replacement Transaction that
            will
            become legally binding upon such Eligible Replacement upon acceptance
            by Party
            B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
            Guarantor to provide an Eligible Guarantee that will become legally binding
            upon
            such Eligible Guarantor upon acceptance by the offeree.

          


          “Moody’s”
            means
            Moody’s Investors Service, Inc., or any successor thereto. 

          


          “Moody’s
            First Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has both a long-term unsecured
            and
            unsubordinated debt rating or counterparty rating from Moody’s and a short-term
            unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or
            counterparty rating from
            Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
            Moody’s of “Prime-1”, or (ii) if such entity has only a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s, a long-term
            unsecured and unsubordinated debt rating or counterparty rating from
            Moody’s of
“A1”.

          


          


          
            
              
                
                

              

              
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          “Moody’s
            Second Trigger Ratings Event” means
            that no
            Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
            Second Trigger Rating Threshold. 

          


          “Moody’s
            Second Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has both a long-term unsecured
            and
            unsubordinated debt rating or counterparty rating from Moody’s and a short-term
            unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of “A3” or a
            short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
            or (ii) if such entity has only a long-term unsecured and unsubordinated
            debt
            rating or counterparty rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

          


          “Permitted
            Transfer” means
            a
            transfer by novation by Party A to a transferee (the “Transferee”)
            of all,
            but not less than all, of Party A’s rights, liabilities, duties and obligations
            under this Agreement, with
            respect to which transfer each of the following conditions is
            satisfied:
            (a) the
            Transferee is an Eligible Replacement that is a recognized dealer in
            interest
            rate swaps organized under the laws of the United States of America or
            a
            jurisdiction located in the United States of America (or another jurisdiction
            reasonably acceptable to Party B), (b) as of the date of such transfer
            the
            Transferee would not be required to withhold or deduct on account of
            Tax from
            any payments under this Agreement or would be required to gross up for
            such Tax
            under Section 2(d)(i)(4), (c) an Event of Default or Termination Event
            would not
            occur as a result of such transfer, (d) Party B has consented in writing
            to the
            transfer, such consent not to be unreasonably withheld, (e) pursuant
            to a
            written instrument (the “Transfer Agreement”), the Transferee acquires and
            assumes all rights and obligations of Party A under the Agreement and
            the
            relevant Transaction, (f) Party B shall have determined, in its sole
            discretion,
            acting in a commercially reasonable manner, that such Transfer Agreement
            is
            effective to transfer to the Transferee all, but not less than all, of
            Party A’s
            rights and obligations under the Agreement and all relevant Transactions;
            (g)
            Party A will be responsible for any costs or expenses incurred in connection
            with such transfer (including any replacement cost of entering into a
            replacement transaction); (h) each Cap Rating Agency has been given prior
            written notice of such transfer; and (i) such transfer otherwise complies
            with
            the terms of the Pooling and Servicing Agreement. 

           

          “Relevant
            Entity” means
            Party A and, to the extent applicable, a guarantor under an Eligible
            Guarantee.

          


          “Replacement
            Transaction”
            means,
            with respect to any Terminated Transaction or group of Terminated Transactions,
            a transaction or group of transactions that (i) would have the effect
            of
            preserving for Party B the economic equivalent of any payment or delivery
            (whether the underlying obligation was absolute or contingent and assuming
            the
            satisfaction of each applicable condition precedent) by the parties under
            Section 2(a)(i) in respect of such Terminated Transaction or group of
            Terminated
            Transactions that would, but for the occurrence of the relevant Early
            Termination Date, have been required after that Date, and (ii) has terms
            which
            are substantially the same as this Agreement, including, without limitation,
            rating triggers, Regulation AB compliance, and credit support documentation,
            save for the exclusion of provisions relating to Transactions that are
            not
            Terminated Transaction, as determined by Party B in its sole discretion,
            acting
            in a commercially reasonable manner.

          


          “Required
            Ratings Downgrade Event”
            shall
            have the meaning assigned thereto in Part 5(d).

          


          “Required
            Ratings Threshold” means
            each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
            Ratings Threshold.

          


          “S&P”
            means
            Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
            Inc., or any successor thereto. 

          


          


          
            
              
                
                

              

              
                Page
                  21 of
                  26

                
                  

                

              

              
                
                

              

            

          

          


          “S&P
            Approved Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a short-term unsecured and unsubordinated debt
            rating from
            S&P of “A-1”, or, if such entity does not have a short-term unsecured and
            unsubordinated debt rating from S&P, a long-term unsecured and
            unsubordinated debt rating from S&P of “A+”.

          


          “S&P
            Required Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a long-term unsecured and unsubordinated debt rating
            from
            S&P of “BBB+”. 

          


           

          
            	 	
                    (y)

                  	
                    Agency
                      Role of Greenwich Capital Markets, Inc.
                      This Transaction has been entered into by Greenwich Capital
                      Markets, Inc,
                      as agent for The Royal Bank of Scotland plc. Greenwich Capital
                      Markets,
                      Inc. has not guaranteed and is not otherwise responsible for
                      the
                      obligations of Party A under this
                      Transaction.

                  


          

           

          [Remainder
            of this page intentionally left blank.]

           

          


          
            
              
                
                

              

              
                Page
                  22 of
                  26

                
                  

                

              

              
                
                

              

            

          

          


          4. Account
            Details and Settlement Information:  

          


          
            	
                    Payments
                      to Party A:

                  	
                    For
                      the account of The Royal Bank of Scotland Financial Markets
                      Fixed Income
                      and Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM
                      with
                      JPMorgan Chase Bank, New York CHASUS33, ABA #
                      021000021

                  


            	 	Account
                    Number 400930153


          

           

          
            	
                    Payments
                      to Party B:

                  	
                    Wells
                      Fargo Bank, NA

                  


            	 	
                    ABA
                      # 121000248

                    Account
                      Name: SAS Clearing Account #3970771416

                    FFC
                      to: 50969501, ACE 2006-ASAP6 Reserve
                      Fund

                  


          

          


          This
            Agreement may be executed in several counterparts, each of which shall
            be deemed
            an original but all of which together shall constitute one and the same
            instrument.

          


          


          
            
              
                
                

              

              
                Page
                  23 of
                  26

                
                  

                

              

              
                
                

              

            

          

          


          


          We
            are
            very pleased to have executed this Transaction with you and we look forward
            to
            completing other transactions with you in the near future.

          


          Very
            truly yours,

          


          THE
            ROYAL BANK OF SCOTLAND PLC

          By:
            Greenwich Capital Markets, Inc., its agent

           

          By 
            /s/
            Deborah Pfeifer            

          Name:
            Debora Pfeifer 

          Title:
            Vice President


           

          Accepted
            and confirmed as of the Trade Date written above:


           

           

          HSBC
            BANK USA, NATIONAL ASSOCIATION, NOT
            IN
            ITS INDIVIDUAL CAPACITY, BUT SOLELY AS

          TRUSTEE
            WITH RESPECT TO ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP6
            ASSET BACKED PASS-THROUGH CERTIFICATES

           

          By 
            /s/
            Fernando Acebedo             

          Name:
            Fernando Acebedo

          Title:
            Vice President


          


          
            
              
                
                

              

              
                Page
                  24 of
                  26

                
                  

                

              

              
                
                

              

            

          

          


          


          SCHEDULE
            I

          


          (all
            such
            dates subject to No Adjustment with respect to Fixed Rate Payer Period
            End Dates
            and adjustment in accordance with the Following Business Day Convention
            with
            respect to Floating Rate Payer Period End Dates) 


          
            	 	 	 	 
	
                    From
                      and including

                  	
                    To
                      but excluding

                  	
                    Calculation
                      Amount (USD)

                  	
                     

                    Cap
                      Rate

                  
	
                    11/29/2006

                  	
                    12/25/2006

                  	
                    347,779,436.00
                      

                  	
                    7.50
                      

                  
	
                    12/25/2006

                  	
                    1/25/2007

                  	
                    345,265,908.00
                      

                  	
                    7.50
                      

                  
	
                    1/25/2007

                  	
                    2/25/2007

                  	
                    342,154,252.00
                      

                  	
                    7.50
                      

                  
	
                    2/25/2007

                  	
                    3/25/2007

                  	
                    338,447,590.00
                      

                  	
                    7.50
                      

                  
	
                    3/25/2007

                  	
                    4/25/2007

                  	
                    334,152,088.00
                      

                  	
                    7.50
                      

                  
	
                    4/25/2007

                  	
                    5/25/2007

                  	
                    329,277,015.00
                      

                  	
                    7.50
                      

                  


          

          


          
            
              
                
                

              

              
                Page
                  25 of
                  26

                
                  

                

              

              
                
                

              

            

          

          


          Annex
            A

          


          Paragraph
            13 of the Credit Support Annex

           

          
            
              
              

            

            
              Page
                26 of
                26

              
                

              

            

            
              
              

            

          

           

           

          


          ISDA®

          International
            Swaps and Derivative Association, Inc. 

          CREDIT
            SUPPORT ANNEX

          to
            the
            Schedule to the

          ISDA
            Master Agreement

          incorporated
            by reference in the Confirmation (Reference No. IRG16133300)

          dated
            as
            of November 29, 2006 between

          The
            Royal
            Bank of Scotland plc (hereinafter referred to as “Party
            A”
            or
“Pledgor”)

          and

          HSBC
            Bank
            USA, National Association, not individually, but solely as trustee (the
            “Trustee”) on behalf of the trus

           (the
            “Trust”)
            with
            respect to the ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6
            Asset Backed

          Pass-Through
            Certificates 

          (hereinafter
            referred to as “Party
            B”
            or
“Secured
            Party”).

          


           

           

          Dated
            as
            of November 29,
            2006

           

           

          between

           

          The
            Royal Bank of Scotland plc

          (“PARTY
            A”)

           

          and

           

          HSBC
            Bank USA, National Association, not individually, but
            solely\

          as
            the Trust Trustee on behalf of the Trust with respect to the
            ACE

          Securities
            Corp. Home Equity Loan Trust, Series 2006-ASAP6 Asset

          Backed
            Pass-Through Certificates

          (“PARTY
            B”)

           

          


           

           

           

          


          

            Copyright
              © 1994 by International Swaps and Derivatives Association, Inc.

             

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          This
            Annex
            supplements, forms part of, and is subject to, the above-referenced Agreement,
            is part of its Schedule and is a Credit Support Document under this Agreement
            with respect to each party.

           

          Accordingly,
            the parties agree as follows:

           

          Paragraph
            1  Interpretation

           

          
            	(a)  	
                    Definitions
                      and Inconsistency  Capitalized
                      terms not otherwise defined herein or elsewhere in this Agreement
                      have the
                      meanings specified pursuant to Paragraph 12, and all references
                      in this
                      Annex to Paragraphs are to Paragraphs of this Annex. In the
                      event of any
                      inconsistency between this Annex and the other provisions of
                      this
                      Schedule, this Annex will prevail, and in the event of any
                      inconsistency
                      between Paragraph 13 and the other provisions of this Annex,
                      Paragraph 13
                      will prevail.

                  


          

           

          
            	(b)  	
                    Secured
                      Party and Pledgor  All
                      references in this Annex to the “Secured Party” will be to either party
                      when acting in that capacity and all corresponding references
                      to the
                      “Pledgor” will be to the other party when acting in that capacity;
                      provided,
                      however,
                      that if Other Posted Support is held by a party to this Annex,
                      all
                      references herein to that party as the Secured Party with respect
                      to that
                      Other Posted Support will be to that party as the beneficiary
                      thereof and
                      will not subject that support or that party as the beneficiary
                      thereof to
                      provisions of law generally relating to security interests
                      and secured
                      parties.

                  


          

           

          Paragraph
            2  Security
            Interest

           

          Each
            party, as the Pledgor, hereby pledges to the other party, as the Secured
            Party,
            as security for its Obligations, and grants to the Secured Party a first
            priority continuing security interest in, lien on and right of Set-off
            against
            all Posted Collateral Transferred to or received by the Secured Party
            hereunder.
            Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral,
            the
            security interest and lien granted hereunder on that Posted Collateral
            will be
            released immediately and, to the extent possible, without any further
            action by
            either party.

           

          Paragraph
            3  Credit
            Support Obligations

           

          
            	(a)  	
                    Delivery
                      Amount  Subject
                      to Paragraphs 4 and 5, upon a demand made by the Secured Party
                      on or
                      promptly following a Valuation Date, if the Delivery Amount
                      for that
                      Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount,
                      then the Pledgor will Transfer to the Secured Party Eligible
                      Credit
                      Support having a Value as of the date of Transfer at least
                      equal to the
                      applicable Delivery Amount (rounded pursuant to Paragraph 13).
                      Unless
                      otherwise specified in Paragraph 13, the “Delivery
                      Amount”
                      applicable to the Pledgor for any Valuation Date will equal
                      the amount by
                      which:

                  


          

           

          
            	(i)  	
                    the
                      Credit Support Amount 

                  


          

           

          exceeds

           

          
            	(ii)  	
                    the
                      Value as of that Valuation Date of all Posted Credit Support
                      held by the
                      Secured Party.

                  


          

           

          
            	(b)  	
                    Return
                      Amount  Subject
                      to Paragraphs 4 and 5, upon a demand made by the Pledgor on
                      or promptly
                      following a Valuation Date, if the Return Amount for that Valuation
                      Date
                      equals or exceeds the Secured Party’s Minimum Transfer Amount, then the
                      Secured Party will Transfer to the Pledgor Posted Credit Support
                      specified
                      by the Pledgor in that demand having a Value as of the date
                      of Transfer as
                      close as practicable to the applicable Return Amount (rounded
                      pursuant to
                      Paragraph 13). Unless otherwise specified in Paragraph 13,
                      the
                      “Return
                      Amount”
                      applicable to the Secured Party for any Valuation Date will
                      equal the
                      amount by which:

                  


          

           

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

          
            	(i)  	
                    the
                      Value as of that Valuation Date of all Posted Credit Support
                      held by the
                      Secured Party 

                  


          

           

          exceeds

           

          
            	(ii)  	
                    the
                      Credit Support Amount.

                  


          

           

          “Credit
            Support Amount”
means,
            unless otherwise specified in Paragraph 13, for any Valuation Date (i)
            the
            Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all
            Independent Amounts applicable to the Pledgor, if any, minus (iii) all
            Independent Amounts applicable to the Secured Party, if any, minus (iv)
            the
            Pledgor’s Threshold; provided,
            however,
            that
            the Credit Support Amount will be deemed to be zero whenever the calculation
            of
            Credit Support Amount yields a number less than zero. 

           

          Paragraph
            4  Conditions
            Precedent, Transfer Timing, Calculations and Substitutions

           

          
            	(a)  	
                    Conditions
                      Precedent  Each
                      Transfer obligation of the Pledgor under Paragraphs 3 and 5
                      and of the
                      Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject
                      to the
                      conditions precedent that:

                  


          

           

          
            	(i)  	
                    no
                      Event of Default, Potential Event of Default or Specified Condition
                      has
                      occurred and is continuing with respect to the other party;
                      and

                  


          

           

          
            	(ii)  	
                    no
                      Early Termination Date for which any unsatisfied payment obligations
                      exist
                      has occurred or been designated as the result of an Event of
                      Default or
                      Specified Condition with respect to the other
                      party.

                  


          

           

          
            	(b)  	
                    Transfer
                      Timing  Subject
                      to Paragraphs 4(a) and 5 and unless otherwise specified, if
                      a demand for
                      the Transfer of Eligible Credit Support or Posted Credit Support
                      is made
                      by the Notification Time, then the relevant Transfer will be
                      made not
                      later than the close of business on the next Local Business
                      Day; if a
                      demand is made after the Notification Time, then the relevant
                      Transfer
                      will be made not later than the close of business on the second
                      Local
                      Business Day thereafter.

                  


          

           

          
            	(c)  	
                    Calculations  All
                      calculations of Value and Exposure for purposes of Paragraphs
                      3 and 6(d)
                      will be made by the Valuation Agent as of the Valuation Time.
                      The
                      Valuation Agent will notify each party (or the other party,
                      if the
                      Valuation Agent is a party) of its calculations not later than
                      the
                      Notification Time on the Local Business Day following the applicable
                      Valuation Date (or in the case of Paragraph 6(d), following
                      the date of
                      calculation).

                  


          

           

          
            	(d)  	
                    Substitutions

                  


          

           

          
            	(i)  	
                    Unless
                      otherwise specified in Paragraph 13, upon notice to the Secured
                      Party
                      specifying the items of Posted Credit Support to be exchanged,
                      the Pledgor
                      may, on any Local Business Day, Transfer to the Secured Party
                      substitute
                      Eligible Credit Support (the “Substitute
                      Credit Support”);
                      and

                  


          

           

          
            	(ii)  	
                    subject
                      to Paragraph 4(a), the Secured Party will Transfer to the Pledgor
                      the
                      items of Posted Credit Support specified by the Pledgor in
                      its notice not
                      later than the Local Business Day following the date on which
                      the Secured
                      Party receives the Substitute Credit Support, unless otherwise
                      specified
                      in Paragraph 13 (the “Substitution
                      Date”);
                      provided
                      that the Secured Party will only be obligated to Transfer Posted
                      Credit
                      Support with a Value as of the date of Transfer of that Posted
                      Credit
                      Support equal to the Value as of that date of the Substitute
                      Credit
                      Support.

                  


          

           

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

          Paragraph
            5  Dispute
            Resolution

           

          If
            a
            party (a “Disputing
            Party”)
            disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return
            Amount or (II) the Value of any Transfer of Eligible Credit Support or
            Posted
            Credit Support, then (1) the Disputing Party will notify the other party
            and the
            Valuation Agent (if the Valuation Agent is not the other party) not later
            than
            the close of business on the Local Business Day following (X) the date
            that the
            demand is made under Paragraph 3 in the case of (I) above or (Y) the
            date of
            Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the
            appropriate party will Transfer the undisputed amount to the other party
            not
            later than the close of business on the Local Business Day following
            (X) the
            date that the demand is made under Paragraph 3 in the case of (I) above
            or (Y)
            the date of Transfer in the case of (II) above, (3) the parties will
            consult
            with each other in an attempt to resolve the dispute and (4) if they
            fail to
            resolve the dispute by the Resolution Time, then:

           

          
            	(i)  	
                    In
                      the case of a dispute involving a Delivery Amount or Return
                      Amount, unless
                      otherwise specified in Paragraph 13, the Valuation Agent will
                      recalculate
                      the Exposure and the Value as of the Recalculation Date
                      by:

                  


          

           

          
            	(A)  	
                    utilizing
                      any calculations of Exposure for the Transactions (or Swap
                      Transactions)
                      that the parties have agreed are not in
                      dispute;

                  


          

           

          
            	(B)  	
                    calculating
                      the Exposure for the Transactions (or Swap Transactions) in
                      dispute by
                      seeking four actual quotations at mid-market from Reference
                      Market-makers
                      for purposes of calculating Market Quotation, and taking the
                      arithmetic
                      average of those obtained; provided
                      that if four quotations are not available for a particular
                      Transaction (or
                      Swap Transaction), then fewer than four quotations may be used
                      for that
                      Transaction (or Swap Transaction); and if no quotations are
                      available for
                      a particular Transaction (or Swap Transaction), then the Valuation
                      Agent’s
                      original calculations will be used for that Transaction (or
                      Swap
                      Transaction); and

                  


          

           

          
            	(C)  	
                    utilizing
                      the procedures specified in Paragraph 13 for calculating the
                      Value, if
                      disputed, of Posted Credit Support.

                  


          

           

          
            	(ii)  	
                    In
                      the case of a dispute involving the Value of any Transfer of
                      Eligible
                      Credit Support or Posted Credit Support, the Valuation Agent
                      will
                      recalculate the Value as of the date of Transfer pursuant to
                      Paragraph
                      13.

                  


          

           

          Following
            a recalculation pursuant to this Paragraph, the Valuation Agent will
            notify each
            party (or the other party, if the Valuation Agent is a party) not later
            than the
            Notification Time on the Local Business Day following the Resolution
            Time. The
            appropriate party will, upon demand following that notice by the Valuation
            Agent
            or a resolution pursuant to (3) above and subject to Paragraphs 4(a)
            and 4(b),
            make the appropriate Transfer.

           

          Paragraph
            6  Holding
            and Using Posted Collateral

           

          
            	(a)  	
                    Care
                      of Posted Collateral  Without
                      limiting the Secured Party’s rights under Paragraph 6(c), the Secured
                      Party will exercise reasonable care to assure the safe custody
                      of all
                      Posted Collateral to the extent required by applicable law,
                      and in any
                      event the Secured Party will be deemed to have exercised reasonable
                      care
                      if it exercises at least the same degree of care as it would
                      exercise with
                      respect to its own property. Except as specified in the preceding
                      sentence, the Secured Party will have no duty with respect
                      to Posted
                      Collateral, including, without limitation, any duty to collect
                      any
                      Distributions, or enforce or preserve any rights pertaining
                      thereto.

                  


          

           

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

           

          
            	(b)  	
                    Eligibility
                      to Hold Posted Collateral;
                      Custodians

                  


          

           

          
            	(i)  	
                    General  Subject
                      to the satisfaction of any conditions specified in Paragraph
                      13 for
                      holding Posted Collateral, the Secured Party will be entitled
                      to hold
                      Posted Collateral or to appoint an agent (a “Custodian”)
                      to hold Posted Collateral for the Secured Party. Upon notice
                      by the
                      Secured Party to the Pledgor of the appointment of a Custodian,
                      the
                      Pledgor’s obligations to make any Transfer will be discharged by making
                      the Transfer to that Custodian. The holding of Posted Collateral
                      by a
                      Custodian will be deemed to be the holding of that Posted Collateral
                      by
                      the Secured Party for which the Custodian is
                      acting.

                  


          

           

          
            	(ii)  	
                    Failure
                      to Satisfy Conditions  If
                      the Secured Party or its Custodian fails to satisfy any conditions
                      for
                      holding Posted Collateral, then upon a demand made by the Pledgor,
                      the
                      Secured Party will, not later than five Local Business Days
                      after the
                      demand, Transfer or cause its Custodian to Transfer all Posted
                      Collateral
                      held by it to a Custodian that satisfies those conditions or
                      to the
                      Secured Party if it satisfies those
                      conditions.

                  


          

           

          
            	(iii)  	
                    Liability  The
                      Secured Party will be liable for the acts or omissions of its
                      Custodian to
                      the same extent that the Secured Party would be liable hereunder
                      for its
                      own acts or omissions.

                  


          

           

          
            	(c)  	
                    Use
                      of Posted Collateral  Unless
                      otherwise specified in Paragraph 13 and without limiting the
                      rights and
                      obligations of the parties under Paragraphs 3, 4(d)(ii), 5,
                      6(d) and 8, if
                      the Secured Party is not a Defaulting Party or an Affected
                      Party with
                      respect to a Specified Condition and no Early Termination Date
                      has
                      occurred or been designated as the result of an Event of Default
                      or
                      Specified Condition with respect to the Secured Party, then
                      the Secured
                      Party will, notwithstanding Section 9-207 of the New York Uniform
                      Commercial Code, have the right to:

                  


          

           

          
            	(i)  	
                    sell,
                      pledge, rehypothecate, assign, invest, use, commingle or otherwise
                      dispose
                      of, or otherwise use in its business any Posted Collateral
                      it holds, free
                      from any claim or right of any nature whatsoever of the Pledgor,
                      including
                      any equity or right of redemption by the Pledgor;
                      and

                  


          

           

          
            	(ii)  	
                    register
                      any Posted Collateral in the name of the Secured Party, its
                      Custodian or a
                      nominee for either.

                  


          

           

          For
            purposes of the obligation to Transfer Eligible Credit Support or Posted
            Credit
            Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized
            under this Agreement, the Secured Party will be deemed to continue to
            hold all
            Posted Collateral and to receive Distributions made thereon, regardless
            of
            whether the Secured Party has exercised any rights with respect to any
            Posted
            Collateral pursuant to (i) or (ii) above.

           

          
            	(d)  	
                    Distributions
                      and Interest Amount

                  


          

           

          
            	(i)  	
                    Distributions  Subject
                      to Paragraph 4(a), if the Secured Party receives or is deemed
                      to receive
                      Distributions on a Local Business Day, it will Transfer to
                      the Pledgor not
                      later than the following Local Business Day any Distributions
                      it receives
                      or is deemed to receive to the extent that a Delivery Amount
                      would not be
                      created or increased by that Transfer, as calculated by the
                      Valuation
                      Agent (and the date of calculation will be deemed to be a Valuation
                      Date
                      for this purpose).

                  


          

           

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

           

          
            	(ii)  	
                    Interest
                      Amount  Unless
                      otherwise specified in Paragraph 13 and subject to Paragraph
                      4(a), in lieu
                      of any interest, dividends or other amounts paid or deemed
                      to have been
                      paid with respect to Posted Collateral in the form of Cash
                      (all of which
                      may be retained by the Secured Party), the Secured Party will
                      Transfer to
                      the Pledgor at the times specified in Paragraph 13 the Interest
                      Amount to
                      the extent that a Delivery Amount would not be created or increased
                      by
                      that Transfer, as calculated by the Valuation Agent (and the
                      date of
                      calculation will be deemed to be a Valuation Date for this
                      purpose). The
                      Interest Amount or portion thereof not Transferred pursuant
                      to this
                      Paragraph will constitute Posted Collateral in the form of
                      Cash and will
                      be subject to the security interest granted under Paragraph
                      2.

                  


          

           

          Paragraph
            7  Events
            of Default

           

          For
            purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default
            will
            exist with respect to a party if:

           

          
            	(i)  	
                    that
                      party fails (or fails to cause its Custodian) to make, when
                      due, any
                      Transfer of Eligible Collateral, Posted Collateral or the Interest
                      Amount,
                      as applicable, required to be made by it and that failure continues
                      for
                      two Local Business Days after notice of that failure is given
                      to that
                      party;

                  


          

           

          
            	(ii)  	
                    that
                      party fails to comply with any restriction or prohibition specified
                      in
                      this Annex with respect to any of the rights specified in Paragraph
                      6(c)
                      and that failure continues for five Local Business Days after
                      notice of
                      that failure is given to that party;
                      or

                  


          

           

          
            	(iii)  	
                    that
                      party fails to comply with or perform any agreement or obligation
                      other
                      than those specified in Paragraphs 7(i) and 7(ii) and that
                      failure
                      continues for 30 days after notice of that failure is given
                      to that
                      party.

                  


          

           

          Paragraph
            8  Certain
            Rights and Remedies

           

          
            	(a)  	
                    Secured
                      Party’s Rights and Remedies  If
                      at any time (1) an Event of Default or Specified Condition
                      with respect to
                      the Pledgor has occurred and is continuing or (2) an Early
                      Termination
                      Date has occurred or been designated as the result of an Event
                      of Default
                      or Specified Condition with respect to the Pledgor, then, unless
                      the
                      Pledgor has paid in full all of its Obligations that are then
                      due, the
                      Secured Party may exercise one or more of the following rights
                      and
                      remedies:

                  


          

           

          
            	(i)  	
                    all
                      rights and remedies available to a secured party under applicable
                      law with
                      respect to Posted Collateral held by the Secured
                      Party;

                  


          

           

          
            	(ii)  	
                    any
                      other rights and remedies available to the Secured Party under
                      the terms
                      of Other Posted Support, if any;

                  


          

           

          
            	(iii)  	
                    the
                      right to Set-off any amounts payable by the Pledgor with respect
                      to any
                      Obligations against any Posted Collateral or the Cash equivalent
                      of any
                      Posted Collateral held by the Secured Party (or any obligation
                      of the
                      Secured Party to Transfer that Posted Collateral);
                      and

                  


          

           

          
            	(iv)  	
                    the
                      right to liquidate any Posted Collateral held by the Secured
                      Party through
                      one or more public or private sales or other dispositions with
                      such
                      notice, if any, as may be required under applicable law, free
                      from any
                      claim or right of any nature whatsoever of the Pledgor, including
                      any
                      equity or right of redemption by the Pledgor (with the Secured
                      Party
                      having the right to purchase any or all of the Posted Collateral
                      to be
                      sold) and to apply the proceeds (or the Cash equivalent thereof)
                      from the
                      liquidation of the Posted Collateral to any amounts payable
                      by the Pledgor
                      with respect to any Obligations in that order as the Secured
                      Party may
                      elect.

                  


          

           

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

           

          Each
            party acknowledges and agrees that Posted Collateral in the form of securities
            may decline speedily in value and is of a type customarily sold on a
            recognized
            market, and, accordingly, the Pledgor is not entitled to prior notice
            of any
            sale of that Posted Collateral by the Secured Party, except any notice
            that is
            required under applicable law and cannot be waived.

           

          
            	(b)  	
                    Pledgor’s
                      Rights and Remedies  If
                      at any time an Early Termination Date has occurred or been
                      designated as
                      the result of an Event of Default or Specified Condition with
                      respect to
                      the Secured Party, then (except in the case of an Early Termination
                      Date
                      relating to less than all Transactions (or Swap Transactions)
                      where the
                      Secured Party has paid in full all of its obligations that
                      are then due
                      under Section 6(e) of this
                      Agreement):

                  


          

           

          
            	(i)  	
                    the
                      Pledgor may exercise all rights and remedies available to a
                      pledgor under
                      applicable law with respect to Posted Collateral held by the
                      Secured
                      Party;

                  


          

           

          
            	(ii)  	
                    the
                      Pledgor may exercise any other rights and remedies available
                      to the
                      Pledgor under the terms of Other Posted Support, if
                      any;

                  


          

           

          
            	(iii)  	
                    the
                      Secured Party will be obligated immediately to Transfer all
                      Posted
                      Collateral and the Interest Amount to the Pledgor;
                      and

                  


          

           

          
            	(iv)  	
                    to
                      the extent that Posted Collateral or the Interest Amount is
                      not so
                      Transferred pursuant to (iii) above, the Pledgor
                      may:

                  


          

           

          
            	(A)  	
                    Set-off
                      any amounts payable by the Pledgor with respect to any Obligations
                      against
                      any Posted Collateral or the Cash equivalent of any Posted
                      Collateral held
                      by the Secured Party (or any obligation of the Secured Party
                      to Transfer
                      that Posted Collateral); and

                  


          

           

          
            	(B)  	
                    to
                      the extent that the Pledgor does not Set-off under (iv)(A)
                      above, withhold
                      payment of any remaining amounts payable by the Pledgor with
                      respect to
                      any Obligations, up to the Value of any remaining Posted Collateral
                      held
                      by the Secured Party, until that Posted Collateral is Transferred
                      to the
                      Pledgor.

                  


          

           

          
            	(c)  	
                    Deficiencies
                      and Excess Proceeds  The
                      Secured Party will Transfer to the Pledgor any proceeds and
                      Posted Credit
                      Support remaining after liquidation, Set-off and/or application
                      under
                      Paragraphs 8(a) and 8(b) after satisfaction in full of all
                      amounts payable
                      by the Pledgor with respect to any Obligations; the Pledgor
                      in all events
                      will remain liable for any amounts remaining unpaid after any
                      liquidation,
                      Set-off and/or application under Paragraphs 8(a) and
                      8(b).

                  


          

           

          
            	(d)  	
                    Final
                      Returns  When
                      no amounts are or thereafter may become payable by the Pledgor
                      with
                      respect to any Obligations (except for any potential liability
                      under
                      Section 2(d) of this Agreement), the Secured Party will Transfer
                      to the
                      Pledgor all Posted Credit Support and the Interest Amount,
                      if
                      any.

                  


          

           

          Paragraph
            9  Representations

           

          Each
            party represents to the other party (which representations will be deemed
            to be
            repeated as of each date on which it, as the Pledgor, Transfers Eligible
            Collateral) that:

           

           

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

           

          
            	(i)  	
                    it
                      has the power to grant a security interest in and lien on any
                      Eligible
                      Collateral it Transfers as the Pledgor and has taken all necessary
                      actions
                      to authorize the granting of that security interest and
                      lien;

                  


          

           

          
            	(ii)  	
                    it
                      is the sole owner of or otherwise has the right to Transfer
                      all Eligible
                      Collateral it Transfers to the Secured Party hereunder, free
                      and clear of
                      any security interest, lien, encumbrance or other restrictions
                      other than
                      the security interest and lien granted under Paragraph
                      2;

                  


          

           

          
            	(iii)  	
                    upon
                      the Transfer of any Eligible Collateral to the Secured Party
                      under the
                      terms of this Annex, the Secured Party will have a valid and
                      perfected
                      first priority security interest therein (assuming that any
                      central
                      clearing corporation or any third-party financial intermediary
                      or other
                      entity not within the control of the Pledgor involved in the
                      Transfer of
                      that Eligible Collateral gives the notices and takes the action
                      required
                      of it under applicable law for perfection of that interest);
                      and

                  


          

           

          
            	(iv)  	
                    the
                      performance by it of its obligations under this Annex will
                      not result in
                      the creation of any security interest, lien or other encumbrance
                      on any
                      Posted Collateral other than the security interest and lien
                      granted under
                      Paragraph 2.

                  


          

           

          Paragraph
            10  Expenses

           

          
            	(a)  	
                    General  Except
                      as otherwise provided in Paragraphs 10(b) and 10(c), each party
                      will pay
                      its own costs and expenses in connection with performing its
                      obligations
                      under this Annex and neither party will be liable for any costs
                      and
                      expenses incurred by the other party in connection
                      herewith.

                  


          

           

          
            	(b)  	
                    Posted
                      Credit Support  The
                      Pledgor will promptly pay when due all taxes, assessments or
                      charges of
                      any nature that are imposed with respect to Posted Credit Support
                      held by
                      the Secured Party upon becoming aware of the same, regardless
                      of whether
                      any portion of that Posted Credit Support is subsequently disposed
                      of
                      under Paragraph 6(c), except for those taxes, assessments and
                      charges that
                      result from the exercise of the Secured Party’s rights under Paragraph
                      6(c).

                  


          

           

          
            	(c)  	
                    Liquidation/Application
                      of Posted Credit Support  All
                      reasonable costs and expenses incurred by or on behalf of the
                      Secured
                      Party or the Pledgor in connection with the liquidation and/or
                      application
                      of any Posted Credit Support under Paragraph 8 will be payable,
                      on demand
                      and pursuant to the Expenses Section of this Agreement, by
                      the Defaulting
                      Party or, if there is no Defaulting Party, equally by the
                      parties.

                  


          

           

          Paragraph
            11  Miscellaneous

           

          
            	(a)  	
                    Default
                      Interest  A
                      Secured Party that fails to make, when due, any Transfer of
                      Posted
                      Collateral or the Interest Amount will be obligated to pay
                      the Pledgor (to
                      the extent permitted under applicable law) an amount equal
                      to interest at
                      the Default Rate multiplied by the Value of the items of property
                      that
                      were required to be Transferred, from (and including) the date
                      that Posted
                      Collateral or Interest Amount was required to be Transferred
                      to (but
                      excluding) the date of Transfer of that Posted Collateral or
                      Interest
                      Amount. This interest will be calculated on the basis of daily
                      compounding
                      and the actual number of days
                      elapsed.

                  


          

           

          
            	(b)  	
                    Further
                      Assurances  Promptly
                      following a demand made by a party, the other party will execute,
                      deliver,
                      file and record any financing statement, specific assignment
                      or other
                      document and take any other action that may be necessary or
                      desirable and
                      reasonably requested by that party to create, preserve, perfect
                      or
                      validate any security interest or lien granted under Paragraph
                      2, to
                      enable that party to exercise or enforce its rights under this
                      Annex with
                      respect to Posted Credit Support or an Interest Amount or to
                      effect or
                      document a release of a security interest on Posted Collateral
                      or an
                      Interest Amount.

                  


          

           

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

           

          
            	(c)  	
                    Further
                      Protection  The
                      Pledgor will promptly give notice to the Secured Party of,
                      and defend
                      against, any suit, action, proceeding or lien that involves
                      Posted Credit
                      Support Transferred by the Pledgor or that could adversely
                      affect the
                      security interest and lien granted by it under Paragraph 2,
                      unless that
                      suit, action, proceeding or lien results from the exercise
                      of the Secured
                      Party’s rights under Paragraph
                      6(c).

                  


          

           

          
            	(d)  	
                    Good
                      Faith and Commercially Reasonable Manner  Performance
                      of all obligations under this Annex, including, but not limited
                      to, all
                      calculations, valuations and determinations made by either
                      party, will be
                      made in good faith and in a commercially reasonable
                      manner.

                  


          

           

          
            	(e)  	
                    Demands
                      and Notices  All
                      demands and notices made by a party under this Annex will be
                      made as
                      specified in the Notices Section of this Agreement, except
                      as otherwise
                      provided in Paragraph 13.

                  


          

           

          
            	(f)  	
                    Specifications
                      of Certain Matters  Anything
                      referred to in this Annex as being specified in Paragraph 13
                      also may be
                      specified in one or more Confirmations or other documents and
                      this Annex
                      will be construed accordingly.

                  


          

           

          Paragraph
            12  Definitions

           

          As
            used
            in this Annex:

           

          “Cash”
means
            the lawful currency of the United States of America. 

           

          “Credit
            Support Amount”
has
            the
            meaning specified in Paragraph 3. 

           

          “Custodian”
has
            the
            meaning specified in Paragraphs 6(b)(i) and 13. 

           

          “Delivery
            Amount”
has
            the
            meaning specified in Paragraph 3(a). 

           

          “Disputing
            Party”
has
            the
            meaning specified in Paragraph 5.

           

          “Distributions”
means
            with respect to Posted Collateral other than Cash, all principal, interest
            and
            other payments and distributions of cash or other property with respect
            thereto,
            regardless of whether the Secured Party has disposed of that Posted Collateral
            under Paragraph 6(c). Distributions will not include any item of property
            acquired by the Secured Party upon any disposition or liquidation of
            Posted
            Collateral or, with respect to any Posted Collateral in the form of Cash,
            any
            distributions on that collateral, unless otherwise specified
            herein.

           

          “Eligible
            Collateral”
means,
            with respect to a party, the items, if any, specified as such for that
            party in
            Paragraph 13.

           

          “Eligible
            Credit Support”
means
            Eligible Collateral and Other Eligible Support.

           

          “Exposure”
means
            for any Valuation Date or other date for which Exposure is calculated
            and
            subject to Paragraph 5 in the case of a dispute, the amount, if any,
            that would
            be payable to a party that is the Secured Party by the other party (expressed
            as
            a positive number) or by a party that is the Secured Party to the other
            party
            (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of
            this
            Agreement as if all Transactions (or Swap Transactions) were being terminated
            as
            of the relevant Valuation Time; provided
            that
            Market Quotation will be determined by the Valuation Agent using its
            estimates
            at mid-market of the amounts that would be paid for Replacement Transactions
            (as
            that term is defined in the definition of “Market Quotation”).

           

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

           

          “Independent
            Amount”
means,
            with respect to a party, the amount specified as such for that party
            in
            Paragraph 13; if no amount is specified, zero.

           

          “Interest
            Amount”
means,
            with respect to an Interest Period, the aggregate sum of the amounts
            of interest
            calculated for each day in that Interest Period on the principal amount
            of
            Posted Collateral in the form of Cash held by the Secured Party on that
            day,
            determined by the Secured Party for each such day as follows:

           

          (x) the
            amount of that Cash on that day; multiplied by 

           

          (y) the
            Interest Rate in effect for that day; divided by 

           

          (z) 360.

           

          “Interest
            Period”
means
            the period from (and including) the last Local Business Day on which
            an Interest
            Amount was Transferred (or, if no Interest Amount has yet been Transferred,
            the
            Local Business Day on which Posted Collateral in the form of Cash was
            Transferred to or received by the Secured Party) to (but excluding) the
            Local
            Business Day on which the current Interest Amount is to be
            Transferred.

           

          “Interest
            Rate”
means
            the rate specified in Paragraph 13.

           

          “Local
            Business Day”,
            unless
            otherwise specified in Paragraph 13, has the meaning specified in the
            Definitions Section of this Agreement, except that references to a payment
            in
            clause (b) thereof will be deemed to include a Transfer under this
            Annex.

           

          “Minimum
            Transfer Amount”
means,
            with respect to a party, the amount specified as such for that party
            in
            Paragraph 13; if no amount is specified, zero.

           

          “Notification
            Time”
has
            the
            meaning specified in Paragraph 13.

           

          “Obligations”
means,
            with respect to a party, all present and future obligations of that party
            under
            this Agreement and any additional obligations specified for that party
            in
            Paragraph 13.

           

          “Other
            Eligible Support”
means,
            with respect to a party, the items, if any, specified as such for that
            party in
            Paragraph 13.

           

          “Other
            Posted Support”
means
            all Other Eligible Support Transferred to the Secured Party that remains
            in
            effect for the benefit of that Secured Party.

           

          “Pledgor”
means
            either party, when that party (i) receives a demand for or is required
            to
            Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred
            Eligible Credit Support under Paragraph 3(a).

           

          “Posted
            Collateral”
means
            all Eligible Collateral, other property, Distributions, and all proceeds
            thereof
            that have been Transferred to or received by the Secured Party under
            this Annex
            and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii)
            or
            6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest
            Amount
            or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will
            constitute Posted Collateral in the form of Cash.

           

          “Posted
            Credit Support”
means
            Posted Collateral and Other Posted Support.

           

          “Recalculation
            Date”
means
            the Valuation Date that gives rise to the dispute under Paragraph 5;
            provided,
            however,
            that if
            a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution
            of
            the dispute, then the “Recalculation Date” means the most recent Valuation Date
            under Paragraph 3.


            
            


           

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

           

          “Resolution
            Time”
has
            the
            meaning specified in Paragraph 13. 

           

          “Return
            Amount”
has
            the
            meaning specified in Paragraph 3(b).

           

          “Secured
            Party”
means
            either party, when that party (i) makes a demand for or is entitled to
            receive
            Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed
            to hold
            Posted Credit Support.

           

          “Specified
            Condition”
means,
            with respect to a party, any event specified as such for that party in
            Paragraph
            13. 

           

          “Substitute
            Credit Support”
has
            the
            meaning specified in Paragraph 4(d)(i). 

           

          “Substitution
            Date”
has
            the
            meaning specified in Paragraph 4(d)(ii).

           

          “Threshold”
means,
            with respect to a party, the amount specified as such for that party
            in
            Paragraph 13; if no amount is specified, zero.

           

          “Transfer”
means,
            with respect to any Eligible Credit Support, Posted Credit Support or
            Interest
            Amount, and in accordance with the instructions of the Secured Party,
            Pledgor or
            Custodian, as applicable:

           

          
            	(i)  	
                    in
                      the case of Cash, payment or delivery by wire transfer into
                      one or more
                      bank accounts specified by the
                      recipient;

                  


          

           

          
            	(ii)  	
                    in
                      the case of certificated securities that cannot be paid or
                      delivered by
                      book-entry, payment or delivery in appropriate physical form
                      to the
                      recipient or its account accompanied by any duly executed instruments
                      of
                      transfer, assignments in blank, transfer tax stamps and any
                      other
                      documents necessary to constitute a legally valid transfer
                      to the
                      recipient;

                  


          

           

          
            	(iii)  	
                    in
                      the case of securities that can be paid or delivered by book-entry,
                      the
                      giving of written instructions to the relevant depository institution
                      or
                      other entity specified by the recipient, together with a written
                      copy
                      thereof to the recipient, sufficient if complied with to result
                      in a
                      legally effective transfer of the relevant interest to the
                      recipient;
                      and

                  


          

           

          
            	(iv)  	
                    in
                      the case of Other Eligible Support or Other Posted Support,
                      as specified
                      in Paragraph 13.

                  


          

           

          “Valuation
            Agent”
has
            the
            meaning specified in Paragraph 13.

           

          “Valuation
            Date”
means
            each date specified in or otherwise determined pursuant to Paragraph
            13.

           

          “Valuation
            Percentage”
means,
            for any item of Eligible Collateral, the percentage specified in Paragraph
            13.


           

          “Valuation
            Time”
has
            the
            meaning specified in Paragraph 13.

           

          “Value”
means
            for any Valuation Date or other date for which Value is calculated and
            subject
            to Paragraph 5 in the case of a dispute, with respect to:

           

          
            	(i)  	
                    Eligible
                      Collateral or Posted Collateral that
                      is:

                  


          

           

          (A) Cash,
            the
            amount thereof; and

           

          (B) a
            security, the bid price obtained by the Valuation Agent multiplied by
            the
            applicable Valuation Percentage, if any;

           

          
            	(ii)  	
                    Posted
                      Collateral that consists of items that are not specified as
                      Eligible
                      Collateral, zero; and 

                  


          

           

          
            	(iii)  	
                    Other
                      Eligible Support and Other Posted Support, as specified in
                      Paragraph
                      13.

                  


          

           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

           

          Paragraph
            13      Elections and Variables.

           

          
            	(a)  	
                    Security
                      Interest for “Obligations”.
                      The term “Obligations”
                      as
                      used in this Annex includes the following additional
                      obligations:

                  


          

           

          With
            respect to Party A: not applicable.

           

          With
            respect to Party B: not applicable.

           

          
            	(b)  	
                    Credit
                      Support Obligations.

                  


          

           

          
            	(i)  	
                    Delivery
                      Amount, Return Amount and Credit Support
                      Amount.

                  


          

           

          
            	(A)  	
                    “Delivery
                      Amount”
                      has the meaning specified in Paragraph 3(a) as amended (I)
                      by deleting the
                      words “upon a demand made by the Secured Party on or promptly following
                      a
                      Valuation Date” and inserting in lieu thereof the words “not later than
                      the close of business on each Valuation Date” and (II) by deleting in its
                      entirety the sentence beginning “Unless otherwise specified in Paragraph
                      13” and ending “(ii) the Value as of that Valuation Date of all Posted
                      Credit Support held by the Secured Party.” and inserting in lieu thereof
                      the following:

                  


          

           

          The
            “Delivery
            Amount”
            applicable to the Pledgor for any Valuation Date will equal the greatest
            of


           

          
            	 	
                    (1)
                      

                  	
                    the
                      amount by which (a) the S&P Credit Support Amount for such Valuation
                      Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                      Credit Support held by the Secured Party,


                  


          

           

          
            	 	
                    (2)
                      

                  	
                    the
                      amount by which (a) the Moody’s First Trigger Credit Support Amount for
                      such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                      Valuation Date of all Posted Credit Support held by the Secured
                      Party,
                      and

                  


          

           

          
            	 	
                    (3)
                      

                  	
                    the
                      amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                      such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                      such Valuation Date of all Posted Credit Support held by the
                      Secured
                      Party.

                  


          

           

          
            	(B)  	
                    “Return
                      Amount”
                      has the meaning specified in Paragraph 3(b) as amended by deleting
                      in its
                      entirety the sentence beginning “Unless otherwise specified in Paragraph
                      13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                      thereof the following:

                  


          

           

          The
            “Return
            Amount”
            applicable to the Secured Party for any Valuation Date will equal the
            least of


           

          
            	 	
                    (1)
                      

                  	
                    the
                      amount by which (a) the S&P Value as of such Valuation Date of all
                      Posted Credit Support held by the Secured Party exceeds (b)
                      the S&P
                      Credit Support Amount for such Valuation Date,


                  


          

           

          
            	 	
                    (2)
                      

                  	
                    the
                      amount by which (a) the Moody’s First Trigger Value as of such Valuation
                      Date of all Posted Credit Support held by the Secured Party
                      exceeds (b)
                      the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                      and

                  


          

           

          
            	 	
                    (3)
                      

                  	
                    the
                      amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                      Date of all Posted Credit Support held by the Secured Party
                      exceeds (b)
                      the Moody’s Second Trigger Credit Support Amount for such Valuation
                      Date.

                  


          

           

           

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

           

          
            	(C)  	
                    “Credit
                      Support Amount”
                      shall not apply. For purposes of calculating any Delivery Amount
                      or Return
                      Amount for any Valuation Date, reference shall be made to the
                      S&P
                      Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                      the Moody’s Second Trigger Credit Support Amount, in each case for such
                      Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                      above.

                  


          

           

          
            	(ii)  	
                    Eligible
                      Collateral.
                      

                  


          

           

          On
            any
            date, the following items will qualify as “Eligible
            Collateral”
(for
            the avoidance of doubt, all Eligible Collateral to be denominated in
            USD):

           

          
            	
                     

                    ISDA
                      Collateral

                    Asset
                      Definition

                    (ICAD)
                      Code 

                  	 	
                    Remaining
                      Maturity in Years

                  	 	
                    S&P
                      

                    Valuation
                      

                    Percentage

                  	 	
                    Moody’s

                    First
                      Trigger Valuation
                      Percentage

                  	 	
                    Moody’s

                    Second
                      Trigger

                    Valuation

                    Percentage

                  
	 	 	 	 	 	 	 	 	 
	
                    (A)
                      US-CASH

                  	 	
                    N/A

                  	 	
                    100%

                  	 	
                    100%

                  	 	
                    100%

                  
	 	 	 	 	 	 	 	 	 
	
                    (B)
                      US-TBILL

                    US-TNOTE

                    US-TBOND

                  	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	
                    1
                      or less

                  	 	
                    98.9%

                  	 	
                    100%

                  	 	
                    100%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 1 but not more than 2

                  	 	
                    98.0%

                  	 	
                    100%

                  	 	
                    99%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 2 but not more than 3

                  	 	
                    97.4%

                  	 	
                    100%

                  	 	
                    98%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 3 but not more than 5

                  	 	
                    95.5%

                  	 	
                    100%

                  	 	
                    97%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 5 but not more than 7

                  	 	
                    93.7%

                  	 	
                    100%

                  	 	
                    96%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 7 but not more than 10

                  	 	
                    92.5%

                  	 	
                    100%

                  	 	
                    94%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 10 but not more than 20

                  	 	
                    91.1%

                  	 	
                    100%

                  	 	
                    90%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 20

                  	 	
                    88.6%

                  	 	
                    100%

                  	 	
                    88%

                  
	 	 	 	 	 	 	 	 	 
	
                    (C)
                      US-GNMA

                    US-FNMA

                    US-FHLMC

                  	 	 	 	 	 	 	 	 
	 	 	
                    1
                      or less

                  	 	
                    98.5%

                  	 	
                    100%

                  	 	
                    99%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 1 but not more than 2

                  	 	
                    97.7%

                  	 	
                    100%

                  	 	
                    99%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 2 but not more than 3

                  	 	
                    97.3%

                  	 	
                    100%

                  	 	
                    98%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 3 but not more than 5

                  	 	
                    94.5%

                  	 	
                    100%

                  	 	
                    96%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 5 but not more than 7

                  	 	
                    93.1%

                  	 	
                    100%

                  	 	
                    93%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 7 but not more than 10

                  	 	
                    90.7%

                  	 	
                    100%

                  	 	
                    93%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 10 but not more than 20

                  	 	
                    87.7%

                  	 	
                    100%

                  	 	
                    89%

                  
	 	 	 	 	 	 	 	 	 
	 	 	
                    More
                      than 20

                  	 	
                    84.4%

                  	 	
                    100%

                  	 	
                    87%

                  


          

           

          
            
              
              

            

            
              13

              
                

              

            

            
              
              

            

          

           

          The
            ISDA
            Collateral Asset Definition (ICAD) Codes used in this Paragraph 13(b)(ii)
            are
            taken from the Collateral Asset Definitions (First Edition June 2003)
            as
            published and copyrighted in 2003 by the International Swaps and Derivatives
            Association, Inc.

           

          
            	(iii)  	
                    Other
                      Eligible Support. 

                  


          

           

          The
            following items will qualify as “Other
            Eligible Support”
            for the
            party specified: 

           

          Not
            applicable.

           

          
            	(iv)  	
                    Threshold.

                  


          

           

          
            	(A)  	
                    “Independent
                      Amount”
                      means zero with respect to Party A and Party
                      B.

                  


          

           

          
            	(B)  	
                    “Threshold”
                      means, with respect to Party A and any Valuation Date, zero
                      (i) if a
                      Collateral Event has occurred and has been continuing (x) for
                      at least 30
                      days or (y) since this Annex was executed, or (ii) a S&P Required
                      Ratings Downgrade Event has occurred and is continuing; otherwise,
                      infinity.

                  


          

           

            “Threshold”
            means,
            with respect to Party B and any Valuation Date, infinity.

           

          
            	(C)  	
                    “Minimum
                      Transfer Amount” means
                      USD 100,000 with respect to Party A and Party B; provided,
                      however, that
                      if the aggregate principal balance of Certificates and Notes
                      rated by
                      S&P ceases to be more than USD 50,000,000, the “Minimum
                      Transfer Amount”
                      shall be USD 50,000.

                  


          

           

          
            	(D)  	
                    Rounding:
                      The Delivery Amount will be rounded up to the nearest integral
                      multiple of
                      USD 10,000. The Return Amount will be rounded down to the nearest
                      integral
                      multiple of USD 1,000.

                  


          

           

          
            	(c)  	
                    Valuation
                      and Timing.

                  


          

           

          
            	(i)  	
                    “Valuation
                      Agent”
                      means Party A. All calculations by the Valuation Agent must
                      be made in
                      accordance with standard market
                      practice.

                  


          

           

          
            	(ii)  	
                    “Valuation
                      Date” means
                      each Local Business Day on which any of the S&P Credit Support Amount,
                      the Moody’s First Trigger Credit Support Amount or the Moody’s Second
                      Trigger Credit Support Amount is greater than
                      zero.

                  


          

           

          
            	(iii)  	
                    “Valuation
                      Time” means
                      the close of business in the city of the Valuation Agent on
                      the Local
                      Business Day immediately preceding the Valuation Date or date
                      of
                      calculation, as applicable; provided
                      that the calculations of Value and Exposure will be made as
                      of
                      approximately the same time on the same date.


                  


          

           

           

          
            
              
              

            

            
              14

              
                

              

            

            
              
              

            

          

           

          
            	(iv)  	
                    “Notification
                      Time” means
                      11:00 a.m., New York time, on a Local Business Day.
                      

                  


          

           

          
            	(v)  	
                    External
                      Verification.
                      Notwithstanding anything to the contrary in the definitions
                      of Valuation
                      Agent or Valuation Date, at any time at which Party A (or,
                      to the extent
                      applicable, its Credit Support Provider) does not have a long-term
                      unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                      the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                      the S&P Value of Posted Credit Suppport on each Valuation Date based
                      on internal marks and (B) verify such calculations with external
                      marks
                      monthly by obtaining on the last Local Business Day of each
                      calendar month
                      two external marks for each Transaction to which this Annex
                      relates and
                      for all Posted Credit Suport; such verification of the Secured
                      Party’s
                      Exposure shall be based on the higher of the two external marks.
                      Each
                      external mark in respect of a Transaction shall be obtained
                      from an
                      independent Reference Market-maker that would be eligible and
                      willing to
                      enter into such Transaction in the absence of the current derivative
                      provider, provided that an external mark may not be obtained
                      from the same
                      Reference Market-maker more than four times in any 12-month
                      period. The
                      Valuation Agent shall obtain these external marks directly
                      or through an
                      independent third party, in either case at no cost to Party
                      B. The
                      Valuation Agent shall calculate on each Valuation Date (for
                      purposes of
                      this paragraph, the last Local Business Day in each calendar
                      month
                      referred to above shall be considered a Valuation Date) the
                      Secured
                      Party’s Exposure based on the greater of the Valuation Agent’s internal
                      marks and the external marks received. If the S&P Value on any such
                      Valuation Date of all Posted Credit Support then held by the
                      Secured Party
                      is less than the S&P Credit Support Amount on such Valuation Date (in
                      each case as determined pursuant to this paragraph), Party
                      A shall, within
                      three Local Business Days of such Valuation Date, Transfer
                      to the Secured
                      Party Eligible Credit Support having an S&P Value as of the date of
                      Transfer at least equal to such
                      deficiency.

                  


          

           

          
            	(vi)  	
                    Notice
                      to S&P.
                      At
                      any time at which Party A (or, to the extent applicable, its
                      Credit
                      Support Provider) does not have a long-term unsubordinated
                      and unsecured
                      debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                      provide to S&P not later than the Notification Time on the Local
                      Business Day following each Valuation Date its calculations
                      of the Secured
                      Party’s Exposure and the S&P Value of any Eligible Credit Support or
                      Posted Credit Support for that Valuation Date. The Valuation
                      Agent shall
                      also provide to S&P any external marks received pursuant to the
                      preceding paragraph.

                  


          

           

          
            	(d)  	
                    Conditions
                      Precedent and Secured Party’s Rights and
                      Remedies.
                      The following Termination Events will be a “Specified
                      Condition”
                      for the party specified (that party being the Affected Party
                      if the
                      Termination Event occurs with respect to that party): With
                      respect to
                      Party A: any Additional Termination Event with respect to which
                      Party A is
                      the sole Affected Party. With respect to Party B:
                      None.

                  


          

           

          
            	(e)  	
                    Substitution.

                  


          

           

          
            	(i)  	
                    “Substitution
                      Date”
                      has the meaning specified in Paragraph
                      4(d)(ii).

                  


          

           

          
            	(ii)  	
                    Consent.
                      If
                      specified here as applicable, then the Pledgor must obtain
                      the Secured
                      Party’s consent for any substitution pursuant to Paragraph 4(d):
                      Inapplicable.

                  


          

           

          
            	(f)  	
                    Dispute
                      Resolution.

                  


          

           

          
            	(i)  	
                    “Resolution
                      Time”
                      means 11:00 a.m. New York time on the Local Business Day following
                      the
                      date on which the notice of the dispute is given under Paragraph
                      5.

                  


          

           

          
            	(ii)  	
                    Value.
                      Notwithstanding anything to the contrary in Paragraph 12, for
                      the purpose
                      of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                      Value, and Moody’s Second Trigger Value, on any date, of Eligible
                      Collateral other than Cash will be calculated as follows:
                      

                  


          

           

           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

           

          For
            Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
            the
            sum of (A) the product of (1)(x) the bid price at the Valuation Time
            for such
            securities on the principal national securities exchange on which such
            securities are listed, or (y) if such securities are not listed on a
            national
            securities exchange, the bid price for such securities quoted at the
            Valuation
            Time by any principal market maker for such securities selected by the
            Valuation
            Agent, or (z) if no such bid price is listed or quoted for such date,
            the bid
            price listed or quoted (as the case may be) at the Valuation Time for
            the day
            next preceding such date on which such prices were available and (2)
            the
            applicable Valuation Percentage for such Eligible Collateral, and (B)
            the
            accrued interest on such securities (except to the extent Transferred
            to the
            Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable
            price
            referred to in the immediately preceding clause (A)) as of such
            date.

           

          
            	(iii)  	
                    Alternative.
                      The provisions of Paragraph 5 will
                      apply.

                  


          

           

          
            	(g)  	
                    Holding
                      and Using Posted
                      Collateral.

                  


          

           

          
            	(i)  	
                    Eligibility
                      to Hold Posted Collateral; Custodians.  Party
                      B (or any Custodian) will be entitled to hold Posted Collateral
                      pursuant
                      to Paragraph 6(b). 

                  


          

           

          Party
            B
            may appoint as Custodian (A) the entity then serving as Trustee or (B)
            any
            entity other than the entity then serving as Trustee if such other entity
            (or,
            to the extent applicable, its parent company or credit support provider)
            shall
            then have a short-term unsecured and unsubordinated debt rating from
            S&P of
            at least “A-1.”

           

          Initially,
            the Custodian
            for
            Party B is: the Trustee of the Supplemental Interest Trust.

           

          
            	(ii)  	
                    Use
                      of Posted Collateral. The
                      provisions of Paragraph 6(c)(i) will not apply to Party B,
                      but the
                      provisions of Paragraph 6(c)(ii) will apply to Party B.
                      

                  


          

           

          
            	(h)  	
                    Distributions
                      and Interest Amount.

                  


          

           

          
            	(i)  	
                    Interest
                      Rate.
                      The “Interest
                      Rate”
                      will be the actual interest rate earned on Posted Collateral
                      in the form
                      of Cash that is held by Party B or its
                      Custodian.

                  


          

           

          
            	(ii)  	
                    Transfer
                      of Interest Amount.
                      The Transfer of the Interest Amount will be made on the second
                      Local
                      Business Day following the end of each calendar month and on
                      any other
                      Local Business Day on which Posted Collateral in the form of
                      Cash is
                      Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                      however,
                      that the obligation of Party B to Transfer any Interest Amount
                      to Party A
                      shall be limited to the extent that Party B has earned and
                      received such
                      funds and such funds are available to Party B.


                  


          

           

          
            	(iii)  	
                    Alternative
                      to Interest Amount.
                      The provisions of Paragraph 6(d)(ii) will
                      apply.

                  


          

           

          
            	(i)  	
                    Additional
                      Representation(s).
                      There are no additional representations by either
                      party.

                  


          

           

          
            	(j)  	
                    Other
                      Eligible Support and Other Posted Support.

                  


          

           

          
            	(i)  	
                    “Value”
                      with respect to Other Eligible Support and Other Posted Support
                      means: not
                      applicable. 

                  


          

           

          
            	(ii)  	
                    “Transfer”
                      with respect to Other Eligible Support and Other Posted Support
                      means: not
                      applicable.

                  


          

           

          
            	(k)  	
                    Demands
                      and Notices.All
                      demands, specifications and notices under this Annex will be
                      made pursuant
                      to the Notices Section of this Agreement, except that any demand,
                      specification or notice shall be given to or made at the following
                      addresses, or at such other address as the relevant party may
                      from time to
                      time designate by giving notice (in accordance with the terms
                      of this
                      paragraph) to the other party:

                  


          

           

           

          
            
              
              

            

            
              16

              
                

              

            

            
              
              

            

          

          If
            to
            Party A, at the address specified pursuant to the Notices Section of
            this
            Agreement.

           

          If
            to
            Party B, at the address specified pursuant to the Notices Section of
            this
            Agreement.

           

          If
            to
            Party B’s Custodian, at such address as will be provided from time to
            time.

           

          
            	(l)  	
                    Address
                      for Transfers.
                      Each Transfer hereunder shall be made to the address specified
                      below or to
                      an address specified in writing from time to time by the party
                      to which
                      such Transfer will be made.

                  


          

           

          Party
            A account details:

           

          For
            the
            account of The Royal Bank of Scotland Financial Markets Fixed Income
            and
            Interest Rate

          Derivative
            Operations, London SWIFT RBOSGB2RTCM with JPMorgan Chase Bank, New
            York

          CHASUS33,
            ABA # 021000021

          Account
            Number 400930153

           

          Party
            B account details: 

           

          Wells
            Fargo Bank, NA

          ABA
            #
            121000248

          Account
            Name: SAS Clearing Account #3970771416

          FFC
            to:
            50969501, ACE 2006-ASAP6 Reserve Fund

           

          Party
            B’s Custodian account details:

           

          Wells
            Fargo Bank, NA

          ABA
            #
            121000248

          Account
            Name: SAS Clearing Account #3970771416

          FFC
            to:
            50969501, ACE 2006-ASAP6 Reserve Fund

           

          
            	(m)  	
                    Other
                      Provisions.

                  


          

           

          
            	(i)  	
                    Collateral
                      Account.
                      Party B shall open and maintain a segregated account, which
                      shall be an
                      Eligible Account, and hold, record and identify all Posted
                      Collateral in
                      such segregated account.

                  


          

           

          
            	(ii)  	
                    Agreement
                      as to Single Secured Party and Single Pledgor.
                      Party A and Party B hereby agree that, notwithstanding anything
                      to the
                      contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                      means only Party B, (b) the term “Pledgor” as used in this Annex means
                      only Party A, (c) only Party A makes the pledge and grant in
                      Paragraph 2,
                      the acknowledgement in the final sentence of Paragraph 8(a)
                      and the
                      representations in Paragraph 9.

                  


          

           

          
            	(iii)  	
                    Calculation
                      of Value.
                      Paragraph 4(c) is hereby amended by deleting the word “Value” and
                      inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                      Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                      deleting the words “a Value” and inserting in lieu thereof “an S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                      (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                      Paragraph 5 (flush language) is hereby amended by deleting
                      the word
                      “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                      Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                      language) is hereby amended by deleting the word “Value” and inserting in
                      lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                      Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                      word “the Value, if” and inserting in lieu thereof “any one or more of the
                      S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                      Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                      first instance of the words “the Value” and inserting in lieu thereof “any
                      one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                      Second Trigger Value” and (2) deleting the second instance of the words
                      “the Value” and inserting in lieu thereof “such disputed S&P Value,
                      Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                      Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
                      by deleting
                      the word “Value” and inserting in lieu thereof “least of the S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                      

                  


          

           

           

          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          

           

          
            	(iv)  	
                    Form
                      of Annex. Party
                      A and Party B hereby agree that the text of Paragraphs 1 through
                      12,
                      inclusive, of this Annex is intended to be the printed form
                      of ISDA Credit
                      Support Annex (Bilateral Form - ISDA Agreements Subject to
                      New York Law
                      Only version) as published and copyrighted in 1994 by the International
                      Swaps and Derivatives Association,
                      Inc.

                  


          

           

          
            	(v)  	
                    Events
                      of Default.
                      Paragraph 7 will not apply to cause any Event of Default to
                      exist with
                      respect to Party B except that Paragraph 7(i) will apply to
                      Party B solely
                      in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                      Support Annex. Notwithstanding anything to the contrary in
                      Paragraph 7,
                      any failure by Party A to comply with or perform any obligation
                      to be
                      complied with or performed by Party A under the Credit Support
                      Annex shall
                      only be an Event of Default if (A) a Required Ratings Downgrade
                      Event has
                      occurred and been continuing for 30 or more Local Business
                      Days and (B)
                      such failure is not remedied on or before the third Local Business
                      Day
                      after notice of such failure is given to Party
                      A.

                  


          

           

          
            	(vi)  	
                    Expenses.
                      Notwithstanding anything to the contrary in Paragraph 10, the
                      Pledgor will
                      be responsible for, and will reimburse the Secured Party for,
                      all transfer
                      and other taxes and other costs involved in any Transfer of
                      Eligible
                      Collateral.

                  


          

           

          
            	(vii)  	
                    Withholding.
                      Paragraph 6(d)(ii) is hereby amended by inserting immediately
                      after “the
                      Interest Amount” in the fourth line thereof the words “less any applicable
                      withholding taxes.”

                  


          

          
             

            	(viii)  	
                    Additional
                      Definitions.
                      As used in this Annex:

                  


             

          

          “Collateral
            Event” means
            that no Relevant Entity has credit ratings at least equal to the Approved
            Ratings Threshold.

           

          “DV01”
            means,
            with respect to a Transaction and any date of determination, the estimated
            change in the Secured Party’s Transaction Exposure with respect to such
            Transaction that would result from a one basis point change in the relevant
            swap
            curve on such date, as determined by the Valuation Agent in good faith
            and in a
            commercially reasonable manner. The Valuation Agent shall, upon request
            of Party
            B, provide to Party B a statement showing in reasonable detail such
            calculation.

           

          “Exposure”
            has the
            meaning specified in Paragraph 12, except that after the word “Agreement” the
            words “(assuming, for this purpose only, that Part 1(f) of the Schedule is
            deleted)” shall be inserted. 

           

          “Local
            Business Day”
means:
            any day on which (A) commercial banks are open for business (including
            dealings
            in foreign exchange and foreign currency deposits) in New York and the
            location
            of Party A, Party B and any Custodian, and (B) in relation to a Transfer
            of
            Eligible Collateral, any day on which the clearance system agreed between
            the
            parties for the delivery of Eligible Collateral is open for acceptance
            and
            execution of settlement instructions (or in the case of a Transfer of
            Cash or
            other Eligible Collateral for which delivery is contemplated by other
            means a
            day on which commercial banks are open for business (including dealings
            in
            foreign exchange and foreign deposits) in New York and the location of
            Party A,
            Party B and any Custodian. 

           

          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          

          “Moody’s
            First Trigger Event” means
            that no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s First Trigger Ratings Threshold.

           

          “Moody’s
            First Trigger Credit Support Amount” means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)

                  	
                    for
                      any Valuation Date on which (I) a Moody’s First Trigger Event has occurred
                      and has been continuing (x) for at least 30 Local Business
                      Days or (y)
                      since this Annex was executed and (II) it is not the case that
                      a Moody’s
                      Second Trigger Event has occurred and been continuing for at
                      least 30
                      Local Business Days, the greater of (a) zero and (b) the sum
                      of (i) the
                      Secured Party’s Transaction Exposure for such Valuation Date and (ii) the
                      sum for each Transaction to which this Annex relates, of the
                      lesser of (x)
                      the product of the Moody’s First Trigger DV01 Multiplier and DV01 for such
                      Transaction and such Valuation Date and (y) the product of
                      Moody’s First
                      Trigger Notional Amount Multiplier and the Notional Amount
                      for such
                      Transaction for the Calculation Period which includes such
                      Valuation
                      Date;
                      or

                  


            	 	 	 	 


            	 	 	(B)	for
                    any other Valuation Date, zero, over


            	 	(II) 	 	the Threshold for Party A such Valuation
                    Date.


          

           

          “Moody’s
            First Trigger DV01 Multiplier”
            means
            15.

           

          “Moody’s
            First Trigger Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the bid
            price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
            Valuation Percentage for such Eligible Collateral set forth in Paragraph
            13(b)(ii).

           

          “Moody’s
            First Trigger Notional Amount Multiplier”
            means
            2%.

           

          “Moody’s
            Second Trigger Event” means
            that no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s Second Trigger Ratings Threshold.

           

          “Moody’s
            Second Trigger Credit Support Amount”
            means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)

                  	
                    for
                      any Valuation Date on which it is the case that a Moody’s Second Trigger
                      Event has occurred and been continuing for at least 30 Local
                      Business
                      Days, the sum, for each Transaction to which this Annex relates,
                      of an
                      amount equal to the following:

                  


          

           

          if
            such
            Transaction is not a Transaction-Specific Hedge, 

           

          the
            greatest of (a) zero, (b) the amount of the next payment due to be paid
            by Party
            A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
            Exposure for such Transaction and such Valuation Date and (y) the lesser
            of (i)
            the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for such
            Transaction and such Valuation Date and (ii) the product of the Moody’s Second
            Trigger Notional Amount Multiplier and the Notional Amount for such Transaction
            for the Calculation Period which includes such Valuation Date;
            or

           

           

          
            
              
              

            

            
              19

              
                

              

            

            
              
              

            

          

          if
            such
            Transaction is a Transaction-Specific Hedge, 

           

          the
            greatest of (a) zero, (b) the amount of the next payment due to be paid
            by Party
            A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
            Exposure for such Transaction and such Valuation Date and (y) the lesser
            of (i)
            the product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
            Multiplier and DV01 for such Transaction and such Valuation Date and
            (ii) the
            product of the Moody’s Second Trigger Transaction-Specific Hedge Notional Amount
            Multiplier and the Notional Amount for such Transaction for the Calculation
            Period which includes such Valuation Date;

           

          or
            

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          
            
              	 	
                      (II)

                    	
                       

                    	
                      the
                        Threshold for Party A for such Valuation
                        Date.

                    


            

             

          

          “Moody’s
            Second Trigger DV01 Multiplier”
            means
            50.

           

          “Moody’s
            Second Trigger Transaction-Specific Hedge DV01
            Multiplier”
            means
            65.

           

          “Moody’s
            Second Trigger Transaction-Specific Hedge Notional Amount
            Multiplier”
            means
            10%.

           

          “Moody’s
            Second Trigger Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the bid
            price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
            Valuation Percentage for such Eligible Collateral set forth in Paragraph
            13(b)(ii).

           

          “Moody’s
            Second Trigger Notional Amount Multiplier”
            means
            8%.

           

          “S&P
            Credit Support Amount”
            means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)
                      

                  	
                    for
                      any Valuation Date on which (i) an S&P Rating Threshold Event has
                      occurred and been continuing for at least 30 days, or (ii)
                      a S&P
                      Required Ratings Downgrade Event has occurred and is continuing,
                      an amount
                      equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                      Valuation Date and (2) the sum, for each Transaction to which
                      this Annex
                      relates, of the product of the Volatility Buffer for such Transaction
                      and
                      the Notional Amount of such Transaction for the Calculation
                      Period of such
                      Transaction which includes such Valuation Date, or
                      

                  


          

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

          
             

            
              
                	 	
                        (II)

                      	
                         

                      	
                        the
                          Threshold for Party A for such Valuation
                          Date.

                      


              

               

            

          

          “S&P
            Rating Threshold Event”
            means,
            on any date, no Relevant Entity has credit ratings from S&P which equal or
            exceed the S&P Approved Ratings Threshold.

           

          
            
              
              

            

            
              20

              
                

              

            

            
              
              

            

          

          “S&P
            Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the
            product of (A) the bid price obtained by the Valuation Agent for such
            Eligible
            Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
            set forth in paragraph 13(b)(ii).

           

          “Transaction
            Exposure”
            means,
            for any Transaction, Exposure determined as if such Transaction were
            the only
            Transaction between the Secured Party and the Pledgor.

           

          “Transaction-Specific
            Hedge” means
            any
            Transaction that is an interest rate cap, interest rate floor or interest
            rate
            swaption, or an interest rate swap if (x) the notional amount of the
            interest
            rate swap is “balance guaranteed” or (y) the notional amount of the interest
            rate swap for any Calculation Period otherwise is not a specific dollar
            amount
            that is fixed at the inception of the Transaction.

           

          “Valuation
            Percentage”
            shall
            mean, for purposes of determining the S&P Value, Moody’s First Trigger
            Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
            or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
            Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
            such Eligible Collateral or Posted Collateral, respectively, in each
            case as set
            forth in Paragraph 13(b)(ii).

           

          “Value”
            shall
            mean, in respect of any date, the related S&P Value, the related Moody’s
            First Trigger Value, and the related Moody’s Second Trigger Value.

           

          “Volatility
            Buffer”
            means,
            for any Transaction, the related percentage set forth in the following
            table.


           

          
            	
                    The
                      higher of the S&P short-term credit rating of (i) Party A and (ii) the
                      Credit Support Provider of Party A, if applicable

                  	
                    Remaining
                      Weighted Average Maturity 

                    up
                      to 3 years

                  	
                    Remaining
                      Weighted Average Maturity

                    up
                      to 5 years

                  	
                    Remaining
                      Weighted Average Maturity

                    up
                      to 10 years

                  	
                    Remaining
                      Weighted Average Maturity

                    up
                      to 30 years

                  
	
                    At
                      least “A-2”

                  	
                    2.75%

                  	
                    3.25%

                  	
                    4.00%

                  	
                    4.75%

                  
	
                    “A-3”

                  	
                    3.25%

                  	
                    4.00%

                  	
                    5.00%

                  	
                    6.25%

                  
	
                    “BB+”
                      or
                      lower

                  	
                    3.50%

                  	
                    4.50%

                  	
                    6.75%

                  	
                    7.50%

                  


          

          


           

          [Remainder
            of this page intentionally left blank]

          
 

          
            
              
              

            

            
              21

              
                

              

            

            
              
              

            

          

          IN
            WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
            representatives as of the date of the Agreement.

           

          
            	
                    The
                      Royal Bank of Scotland plc 

                  	
                    HSBC
                      Bank USA, National Association, not individually, 

                    but
                      solely as Supplemental Interest Trust Trustee on behalf 

                    of
                      the Supplemental Interest Trust with respect to the ACE 

                    Securities
                      Corp. Home Equity Loan Trust, Series 2006-

                    ASAP6
                      Asset Backed Pass-Through Certificates

                  
	
                    By: /s/
                      David E.
                      Wagner          
                      

                    Name
                      David E. Wagner

                    Title:
                      Managing Director

                    Date:
                      November 29, 2006

                  	
                    By: 
                      /s/ Fernando Acebedo       
                      

                    Name:
                      Fernando Acebedo

                    Title:
                      Vice President

                    Date:
                      November 29, 2006 

                  


          

           

           

          
            Credit
              Support Annex 

            incorporated
              by reference in the Confirmation (Reference No.
              IRG16133300)

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	
                    Column/Header
                      Name

                  	
                    Description

                  	
                    Decimal

                  	
                    Format
                      Comment

                  
	
                    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.

          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
                      (see page 2)

                  	
                    ________________

                  	
                    (5)

                  
	
                    (6)

                  	
                    Property
                      Maintenance

                  	
                    ________________

                  	
                    (6)

                  
	
                    (7)

                  	
                    MI/Hazard
                      Insurance Premiums (see page 2)

                  	
                    ________________

                  	
                    (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__________________________

                  	
                    ________________

                  	
                    (12)

                  
	 	
                    HOA/Condo
                      Fees_______________________

                  	
                    ________________

                  	
                    (12)

                  
	 	
                    ______________________________________

                  	
                    ________________

                  	
                    (12)

                  
	 	 	 	 
	 	
                    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 / Gov’t Insurance

                  	
                    ________________

                  	
                    (18a)
                      HUD Part A

                  
	 	 	
                    ________________
                      

                  	(18b)
                    HUD Part B
	
                    (19)

                  	
                    Pool
                      Insurance Proceeds

                  	
                    ________________

                  	
                    (19)

                  
	
                    (20)

                  	
                    Proceeds
                      from Sale of Acquired Property

                  	
                    ________________

                  	
                    (20)

                  
	
                    (21)

                  	
                    Other
                      (itemize)

                  	
                    ________________

                  	
                    (21)

                  
	 	
                    _________________________________________

                  	
                    ________________

                  	
                    (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

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          Standard
            File Layout - Master Servicing

           

          
            	
                    Column
                      Name

                  	
                    Description

                  	
                    Decimal

                  	
                    Format
                      Comment

                  	
                    Max
                      Size

                  
	
                    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]