Unassociated Document


    

      ACE
        SECURITIES CORP.

      Depositor

       

      SAXON
        MORTGAGE SERVICES, INC.

      Servicer

       

      WELLS
        FARGO BANK, NATIONAL ASSOCIATION

      Master
        Servicer and Securities Administrator

       

      


      HSBC
        BANK USA, NATIONAL ASSOCIATION

      Trustee

       

      


      POOLING
        AND SERVICING AGREEMENT

      Dated
        as of January 1, 2006

       

      


       

      ACE
        Securities Corp. Home Equity Loan Trust, Series 2006-ASAP1

      Asset
        Backed Pass-Through Certificates

       

       

       

      TABLE
        OF CONTENTS

       

       

    

    
      
        
          	
                   ARTICLE
                    I

                
	 	 	 
	
                   DEFINITIONS

                
	 	 	 
	
                  SECTION
                    1.01.

                	
                  Defined
                    Terms.

                	
                  8

                
	
                  SECTION
                    1.02.

                	
                  Allocation
                    of
                    Certain Interest Shortfalls.

                	
                  83

                
	 	 	 
	
                   ARTICLE
                    II

                
	 	 	 
	
                  CONVEYANCE
                    OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

                
	 	 	 
	
                  SECTION
                    2.01.

                	
                  Conveyance
                    of
                    the Mortgage Loans.

                	
                  85

                
	
                  SECTION
                    2.02.

                	
                  Acceptance
                    of
                    REMIC I by Trustee.

                	
                  86

                
	
                  SECTION
                    2.03.

                	
                  Repurchase
                    or
                    Substitution of Mortgage Loans.

                	
                  86

                
	
                  SECTION
                    2.04.

                	
                  Representations
                    and Warranties of the Master Servicer.

                	
                  89

                
	
                  SECTION
                    2.05.

                	
                  Representations,
                    Warranties and Covenants of the Servicer.

                	
                  91

                
	
                  SECTION
                    2.06.

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

                	
                  93

                
	
                  SECTION
                    2.07.

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

                	
                  93

                
	
                  SECTION
                    2.08.

                	
                  Issuance
                    of
                    Residual Certificates.

                	
                  94

                
	
                  SECTION
                    2.09.

                	
                  Establishment
                    of the Trust.

                	
                  94

                
	
                  SECTION
                    2.10.

                	
                  Purpose
                    and
                    Powers of the Trust.

                	
                  94

                
	 
	
                   ARTICLE
                    III

                
	 	 	
                   

                
	
                  ADMINISTRATION
                    AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

                
	 	 	
                   

                
	
                  SECTION
                    3.01.

                	
                  The
                    Servicer
                    to Act as Servicer.

                	
                  96

                
	
                  SECTION
                    3.02.

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

                	
                  98

                
	
                  SECTION
                    3.03.

                	
                  Successor
                    Sub-Servicers.

                	
                  100

                
	
                  SECTION
                    3.04.

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

                	
                  100

                
	
                  SECTION
                    3.05.

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

                	
                  100

                
	
                  SECTION
                    3.06.

                	
                  Collection
                    of
                    Certain Mortgage Loan Payments.

                	
                  101

                
	
                  SECTION
                    3.07.

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

                	
                  101

                
	
                  SECTION
                    3.08.

                	
                  Collection
                    Account and Distribution Account.

                	
                  102

                
	
                  SECTION
                    3.09.

                	
                  Withdrawals
                    from the Collection Account and Distribution Account.

                	
                  105

                
	
                  SECTION
                    3.10.

                	
                  Investment
                    of
                    Funds in the Investment Accounts.

                	
                  107

                
	
                  SECTION
                    3.11.

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

                	
                  108

                
	
                  SECTION
                    3.12.

                	
                  Enforcement
                    of Due-on-Sale Clauses; Assumption Agreements

                	
                  110

                
	
                  SECTION
                    3.13.

                	
                  Realization
                    Upon Defaulted Mortgage Loans.

                	
                  111

                
	
                  SECTION
                    3.14.

                	
                  Trustee
                    to
                    Cooperate; Release of Mortgage Files.

                	
                  113

                
	
                  SECTION
                    3.15.

                	
                  Servicing
                    Compensation.

                	
                  114

                
	
                  SECTION
                    3.16.

                	
                  Collection
                    Account Statements.

                	
                  115

                
	
                  SECTION
                    3.17.

                	
                  Annual
                    Statement as to Compliance.

                	
                  115

                
	
                  SECTION
                    3.18.

                	
                  Assessments
                    of Compliance and Attestation Reports.

                	
                  116

                
	
                  SECTION
                    3.19.

                	
                  [Reserved].

                	
                  117

                
	
                  SECTION
                    3.20.

                	
                  Annual
                    Certification.

                	
                  117

                
	
                  SECTION
                    3.21.

                	
                  Access
                    to
                    Certain Documentation.

                	
                  118

                
	
                  SECTION
                    3.22.

                	
                  Title,
                    Management and Disposition of REO Property.

                	
                  118

                
	
                  SECTION
                    3.23.

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

                	
                  122

                
	
                  SECTION
                    3.24.

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

                	
                  122

                
	
                  SECTION
                    3.25.

                	
                  Reserve
                    Fund.

                	
                  122

                
	
                  SECTION
                    3.26.

                	
                  Advance
                    Facility.

                	
                  124

                
	
                  SECTION
                    3.27.

                	
                  Indemnification.

                	
                  125

                
	 	 	
                   

                
	
                   ARTICLE
                    IV

                
	 	 	
                   

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

                
	 	 	
                   

                
	
                  SECTION
                    4.01.

                	
                  Master
                    Servicer.

                	
                  127

                
	
                  SECTION
                    4.02.

                	
                  REMIC-Related
                    Covenants.

                	
                  128

                
	
                  SECTION
                    4.03.

                	
                  Monitoring
                    of
                    Servicer.

                	
                  128

                
	
                  SECTION
                    4.04.

                	
                  Fidelity
                    Bond.

                	
                  129

                
	
                  SECTION
                    4.05.

                	
                  Power
                    to Act;
                    Procedures.

                	
                  129

                
	
                  SECTION
                    4.06.

                	
                  Due-on-Sale
                    Clauses; Assumption Agreements.

                	
                  130

                
	
                  SECTION
                    4.07.

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

                	
                  130

                
	
                  SECTION
                    4.08.

                	
                  Standard
                    Hazard Insurance and Flood Insurance Policies.

                	
                  131

                
	
                  SECTION
                    4.09.

                	
                  Presentment
                    of Claims and Collection of Proceeds.

                	
                  131

                
	
                  SECTION
                    4.10.

                	
                  Maintenance
                    of Primary Mortgage Insurance Policies.

                	
                  131

                
	
                  SECTION
                    4.11.

                	
                  Trustee
                    to
                    Retain Possession of Certain Insurance Policies and
                    Documents.

                	
                  132

                
	
                  SECTION
                    4.12.

                	
                  Realization
                    Upon Defaulted Mortgage Loans.

                	
                  132

                
	
                  SECTION
                    4.13.

                	
                  Compensation
                    for the Master Servicer.

                	
                  132

                
	
                  SECTION
                    4.14.

                	
                  REO
                    Property.

                	
                  133

                
	
                  SECTION
                    4.15.

                	
                  Master
                    Servicer Annual Statement of Compliance.

                	
                  133

                
	
                  SECTION
                    4.16.

                	
                  Master
                    Servicer Assessments of Compliance.

                	
                  134

                
	
                  SECTION
                    4.17.

                	
                  Master
                    Servicer Attestation Reports.

                	
                  135

                
	
                  SECTION
                    4.18.

                	
                  Annual
                    Certification.

                	
                  136

                
	
                  SECTION
                    4.19.

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

                	
                  137

                
	
                  SECTION
                    4.20.

                	
                  Prepayment
                    Penalty Verification.

                	
                  137

                
	 	 	
                   

                
	
                   ARTICLE
                    V

                
	 	 	
                   

                
	
                   

                	
                  PAYMENTS
                    TO CERTIFICATEHOLDERS

                	
                   

                
	 	 	
                   

                
	
                  SECTION
                    5.01.

                	
                  Distributions.

                	
                  139

                
	
                  SECTION
                    5.02.

                	
                  Statements
                    to
                    Certificateholders.

                	
                  152

                
	
                  SECTION
                    5.03.

                	
                  Servicer
                    Reports; P&I Advances.

                	
                  156

                
	
                  SECTION
                    5.04.

                	
                  Allocation
                    of
                    Realized Losses.

                	
                  157

                
	
                  SECTION
                    5.05.

                	
                  Compliance
                    with Withholding Requirements.

                	
                  160

                
	
                  SECTION
                    5.06.

                	
                  Reports
                    Filed
                    with Securities and Exchange Commission.

                	
                  161

                
	
                  SECTION
                    5.07.

                	
                  Supplemental
                    Interest Trust.

                	
                  165

                
	
                  SECTION
                    5.08.

                	
                  Tax
                    Treatment
                    of Swap Payments and Swap Termination Payments.

                	
                  167

                
	 	
                  ARTICLE
                    VI

                	
                   

                
	 	 	
                   

                
	 	
                  THE
                    CERTIFICATES

                	
                   

                
	
                  SECTION
                    6.01.

                	
                  The
                    Certificates.

                	
                  169

                
	
                  SECTION
                    6.02.

                	
                  Registration
                    of Transfer and Exchange of Certificates.

                	
                  171

                
	
                  SECTION
                    6.03.

                	
                  Mutilated,
                    Destroyed, Lost or Stolen Certificates.

                	
                  176

                
	
                  SECTION
                    6.04.

                	
                  Persons
                    Deemed Owners.

                	
                  176

                
	
                  SECTION
                    6.05.

                	
                  Certain
                    Available Information.

                	
                  176

                
	 	 	 
	
                   ARTICLE
                    VII

                
	 	 	
                   

                
	
                   THE
                    DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

                
	 	 	 
	
                  SECTION
                    7.01.

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

                	
                  178

                
	
                  SECTION
                    7.02.

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

                	
                  178

                
	
                  SECTION
                    7.03.

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

                	
                  178

                
	
                  SECTION
                    7.04.

                	
                  Limitation
                    on
                    Resignation of the Servicer.

                	
                  179

                
	
                  SECTION
                    7.05.

                	
                  Limitation
                    on
                    Resignation of the Master Servicer.

                	
                  180

                
	
                  SECTION
                    7.06.

                	
                  Assignment
                    of
                    Master Servicing.

                	
                  181

                
	
                  SECTION
                    7.07.

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

                	
                  181

                
	
                  SECTION
                    7.08.

                	
                  Duties
                    of the
                    Credit Risk Manager.

                	
                  182

                
	
                  SECTION
                    7.09.

                	
                  Limitation
                    Upon Liability of the Credit Risk Manager.

                	
                  183

                
	
                  SECTION
                    7.10.

                	
                  Removal
                    of
                    the Credit Risk Manager.

                	
                  183

                
	 	
                  ARTICLE
                    VIII

                	
                   

                
	 	 	
                   

                
	 	
                  DEFAULT

                	
                   

                
	
                  SECTION
                    8.01.

                	
                  Servicer
                    Events of Default.

                	
                  184

                
	
                  SECTION
                    8.02.

                	
                  Master
                    Servicer to Act; Appointment of Successor.

                	
                  188

                
	
                  SECTION
                    8.03.

                	
                  Notification
                    to Certificateholders.

                	
                  189

                
	
                  SECTION
                    8.04.

                	
                  Waiver
                    of
                    Events of Default.

                	
                  190

                
	 	 	 
	
                   ARTICLE
                    IX

                
	 	 	
                   

                
	
                   CONCERNING
                    THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

                
	 	 	 
	
                  SECTION
                    9.01.

                	
                  Duties
                    of
                    Trustee and Securities Administrator.

                	
                  191

                
	
                  SECTION
                    9.02.

                	
                  Certain
                    Matters Affecting Trustee and Securities Administrator.

                	
                  192

                
	
                  SECTION
                    9.03.

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

                	
                  194

                
	
                  SECTION
                    9.04.

                	
                  Trustee
                    and
                    Securities Administrator May Own Certificates.

                	
                  195

                
	
                  SECTION
                    9.05.

                	
                  Fees
                    and
                    Expenses of Trustee and Securities Administrator.

                	
                  195

                
	
                  SECTION
                    9.06.

                	
                  Eligibility
                    Requirements for Trustee and Securities Administrator.

                	
                  196

                
	
                  SECTION
                    9.07.

                	
                  Resignation
                    and Removal of Trustee and Securities Administrator.

                	
                  196

                
	
                  SECTION
                    9.08.

                	
                  Successor
                    Trustee or Securities Administrator.

                	
                  197

                
	
                  SECTION
                    9.09.

                	
                  Merger
                    or
                    Consolidation of Trustee or Securities Administrator.

                	
                  198

                
	
                  SECTION
                    9.10.

                	
                  Appointment
                    of Co-Trustee or Separate Trustee.

                	
                  198

                
	
                  SECTION
                    9.11.

                	
                  Appointment
                    of Office or Agency.

                	
                  199

                
	
                  SECTION
                    9.12.

                	
                  Representations
                    and Warranties.

                	
                  199

                
	 	 	 
	
                   ARTICLE
                    X

                
	 	 	
                   

                
	
                   TERMINATION

                
	 	 	 
	
                  SECTION
                    10.01.

                	
                  Termination
                    Upon Repurchase or Liquidation of All Mortgage Loans.

                	
                  201

                
	
                  SECTION
                    10.02.

                	
                  Additional
                    Termination Requirements.

                	
                  203

                
	 	 	 
	
                   ARTICLE
                    XI

                
	 	 	
                   

                
	
                   REMIC
                    PROVISIONS

                
	 	 	 
	
                  SECTION
                    11.01.

                	
                  REMIC
                    Administration.

                	
                  205

                
	
                  SECTION
                    11.02.

                	
                  Prohibited
                    Transactions and Activities.

                	
                  207

                
	
                  SECTION
                    11.03.

                	
                  Indemnification.

                	
                  208

                
	 	 	 
	
                   ARTICLE
                    XII

                
	 	 	
                   

                
	
                   MISCELLANEOUS
                    PROVISIONS

                
	 	 	 
	
                  SECTION
                    12.01.

                	
                  Amendment.

                	
                  209

                
	
                  SECTION
                    12.02.

                	
                  Recordation
                    of Agreement; Counterparts.

                	
                  210

                
	
                  SECTION
                    12.03.

                	
                  Limitation
                    on Rights of Certificateholders.

                	
                  210

                
	
                  SECTION
                    12.04.

                	
                  Governing
                    Law.

                	
                  211

                
	
                  SECTION
                    12.05.

                	
                  Notices.

                	
                  211

                
	
                  SECTION
                    12.06.

                	
                  Severability
                    of Provisions.

                	
                  212

                
	
                  SECTION
                    12.07.

                	
                  Notice
                    to Rating Agencies.

                	
                  212

                
	
                  SECTION
                    12.08.

                	
                  Article
                    and Section References.

                	
                  213

                
	
                  SECTION
                    12.09.

                	
                  Grant
                    of Security Interest.

                	
                  213

                
	
                  SECTION
                    12.10.

                	
                  Survival
                    of Indemnification.

                	
                  214

                
	
                  SECTION
                    12.11.

                	
                  Intention
                    of the Parties and Interpretation.

                	
                  214

                


        

      

    

     

    

      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

              	
                Back-Up
                  Certification

              
	
                Exhibit
                  D

              	
                Form
                  of Power of Attorney

              
	
                Exhibit
                  E

              	
                Servicing
                  Criteria

              
	
                Exhibit
                  F

              	
                Mortgage
                  Loan Purchase Agreement between the Sponsor and the
                  Depositor

              
	
                Exhibit
                  G

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

              
	
                Exhibit
                  H

              	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  I

              	
                Swap
                  Agreement

              
	 	 
	
                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 - Scheduled/Scheduled

              
	
                Schedule
                  6

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

              


      

      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

        This
          Pooling and Servicing Agreement, is dated and effective as of January 1,
          2006,
          among ACE SECURITIES CORP., as Depositor, SAXON MORTGAGE SERVICES, INC.,
          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 Trustee 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 and the Swap Agreement) as a REMIC for federal
          income tax purposes, and such segregated pool of assets will be designated
          as
“REMIC I”. The Class R-I Interest will be the sole class of “residual interests”
in REMIC I for purposes of the REMIC Provisions (as defined herein). The
          following table irrevocably sets forth the designation, the REMIC I Remittance
          Rate, the initial Uncertificated Balance and, for purposes of satisfying
          Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
          date” for each of the REMIC I Regular Interests (as defined herein). None of
          the
          REMIC I Regular Interests will be certificated.

         

         

         

        
          
            	
                    Designation 

                  	 	
                    REMIC
                      I

                    Remittance
                      Rate 

                  	 	
                    Initial

                    Uncertificated
                      Balance

                  	 	
                    Latest
                      Possible

                    Maturity
                      Date(1) 

                  
	
                    I-1-A

                  	 	
                    Variable(2)

                  	 	$	
                    2,408,285.94
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-1-B

                  	 	
                    Variable(2)

                  	 	$	
                    2,408,285.94
                      

                  	 	
                     

                  	
                    December
                      25, 2035

                  
	
                    I-2-A

                  	 	
                    Variable(2)

                  	 	$	
                    2,748,805.45
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-2-B

                  	 	
                    Variable(2)

                  	 	$	
                    2,748,805.45
                      

                  	 	
                     

                  	
                    December
                      25, 2035

                  
	
                    I-3-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,079,471.11
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-3-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,079,471.11
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-4-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,397,222.47
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-4-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,397,222.47
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-5-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,698,566.95
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-5-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,698,566.95
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-6-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,972,657.87
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-6-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,972,657.87
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-7-A

                  	 	
                    Variable(2)

                  	 	$	
                    4,213,055.37
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-7-B

                  	 	
                    Variable(2)

                  	 	$	
                    4,213,055.37
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-8-A

                  	 	
                    Variable(2)

                  	 	$	
                    4,351,347.14
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-8-B

                  	 	
                    Variable(2)

                  	 	$	
                    4,351,347.14
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-9-A

                  	 	
                    Variable(2)

                  	 	$	
                    4,172,624.97
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-9-B

                  	 	
                    Variable(2)

                  	 	$	
                    4,172,624.97
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-10-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,997,204.67
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-10-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,997,204.67
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-11-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,829,131.82
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-11-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,829,131.82
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-12-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,668,134.38
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-12-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,668,134.38
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-13-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,513,914.16
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-13-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,513,914.16
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-14-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,366,185.58
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-14-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,366,185.58
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-15-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,226,699.11
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-15-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,226,699.11
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-16-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,105,512.31
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-16-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,105,512.31
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-17-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,141,227.77
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-17-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,141,227.77
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-18-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,095,292.56
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-18-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,095,292.56
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-19-A

                  	 	
                    Variable(2)

                  	 	$	
                    4,286,593.69
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-19-B

                  	 	
                    Variable(2)

                  	 	$	
                    4,286,593.69
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-20-A

                  	 	
                    Variable(2)

                  	 	$	
                    9,642,825.93
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-20-B

                  	 	
                    Variable(2)

                  	 	$	
                    9,642,825.93
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-21-A

                  	 	
                    Variable(2)

                  	 	$	
                    7,984,153.79
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-21-B

                  	 	
                    Variable(2)

                  	 	$	
                    7,984,153.79
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-22-A

                  	 	
                    Variable(2)

                  	 	$	
                    6,566,320.81
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-22-B

                  	 	
                    Variable(2)

                  	 	$	
                    6,566,320.81
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-23-A

                  	 	
                    Variable(2)

                  	 	$	
                    4,845,210.15
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-23-B

                  	 	
                    Variable(2)

                  	 	$	
                    4,845,210.15
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-24-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,484,627.12
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-24-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,484,627.12
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-25-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,375,438.86
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-25-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,375,438.86
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-26-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,310,533.97
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-26-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,310,533.97
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-27-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,248,710.54
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-27-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,248,710.54
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-28-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,189,832.38
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-28-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,189,832.38
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-29-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,133,748.99
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-29-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,133,748.99
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-30-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,080,324.53
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-30-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,080,324.53
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-31-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,029,445.09
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-31-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,029,445.09
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-32-A

                  	 	
                    Variable(2)

                  	 	$	
                    980,911.58
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-32-B

                  	 	
                    Variable(2)

                  	 	$	
                    980,911.58
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-33-A

                  	 	
                    Variable(2)

                  	 	$	
                    934,596.12
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-33-B

                  	 	
                    Variable(2)

                  	 	$	
                    934,596.12
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-34-A

                  	 	
                    Variable(2)

                  	 	$	
                    890,644.30
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-34-B

                  	 	
                    Variable(2)

                  	 	$	
                    890,644.30
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-35-A

                  	 	
                    Variable(2)

                  	 	$	
                    848,779.21
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-35-B

                  	 	
                    Variable(2)

                  	 	$	
                    848,779.21
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-36-A

                  	 	
                    Variable(2)

                  	 	$	
                    808,898.10
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-36-B

                  	 	
                    Variable(2)

                  	 	$	
                    808,898.10
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-37-A

                  	 	
                    Variable(2)

                  	 	$	
                    770,908.28
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-37-B

                  	 	
                    Variable(2)

                  	 	$	
                    770,908.28
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-38-A

                  	 	
                    Variable(2)

                  	 	$	
                    734,718.21
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-38-B

                  	 	
                    Variable(2)

                  	 	$	
                    734,718.21
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-39-A

                  	 	
                    Variable(2)

                  	 	$	
                    700,237.06
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-39-B

                  	 	
                    Variable(2)

                  	 	$	
                    700,237.06
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-40-A

                  	 	
                    Variable(2)

                  	 	$	
                    667,393.64
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-40-B

                  	 	
                    Variable(2)

                  	 	$	
                    667,393.64
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-41-A

                  	 	
                    Variable(2)

                  	 	$	
                    636,104.59
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-41-B

                  	 	
                    Variable(2)

                  	 	$	
                    636,104.59
                      

                  	 	
                     

                  	
                    December
                      25, 2035

                  
	
                    I-42-A

                  	 	
                    Variable(2)

                  	 	$	
                    13,091,156.76
                      

                  	 	
                     

                  	
                    December
                      25, 2035

                  
	
                    I-42-B

                  	 	
                    Variable(2)

                  	 	$	
                    13,091,156.76
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-1-A

                  	 	
                    Variable(2)

                  	 	$	
                    2,259,324.40
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-1-B

                  	 	
                    Variable(2)

                  	 	$	
                    2,259,324.40
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-2-A

                  	 	
                    Variable(2)

                  	 	$	
                    2,578,781.50
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-2-B

                  	 	
                    Variable(2)

                  	 	$	
                    2,578,781.50
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-3-A

                  	 	
                    Variable(2)

                  	 	$	
                    2,888,994.24
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-3-B

                  	 	
                    Variable(2)

                  	 	$	
                    2,888,994.24
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-4-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,187,091.49
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-4-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,187,091.49
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-5-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,469,796.68
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-5-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,469,796.68
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-6-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,726,934.05
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-6-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,726,934.05
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-7-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,952,462.05
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-7-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,952,462.05
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-8-A

                  	 	
                    Variable(2)

                  	 	$	
                    4,082,199.96
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-8-B

                  	 	
                    Variable(2)

                  	 	$	
                    4,082,199.96
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-9-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,914,532.42
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-9-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,914,532.42
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-10-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,749,962.53
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-10-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,749,962.53
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-11-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,592,285.62
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-11-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,592,285.62
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-12-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,441,246.48
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-12-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,441,246.48
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-13-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,296,565.36
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-13-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,296,565.36
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-14-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,157,974.35
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-14-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,157,974.35
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-15-A

                  	 	
                    Variable(2)

                  	 	$	
                    3,027,115.64
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-15-B

                  	 	
                    Variable(2)

                  	 	$	
                    3,027,115.64
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-16-A

                  	 	
                    Variable(2)

                  	 	$	
                    2,913,424.69
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-16-B

                  	 	
                    Variable(2)

                  	 	$	
                    2,913,424.69
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-17-A

                  	 	
                    Variable(2)

                  	 	$	
                    2,946,931.03
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-17-B

                  	 	
                    Variable(2)

                  	 	$	
                    2,946,931.03
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-18-A

                  	 	
                    Variable(2)

                  	 	$	
                    2,903,837.07
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-18-B

                  	 	
                    Variable(2)

                  	 	$	
                    2,903,837.07
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-19-A

                  	 	
                    Variable(2)

                  	 	$	
                    4,021,451.75
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-19-B

                  	 	
                    Variable(2)

                  	 	$	
                    4,021,451.75
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-20-A

                  	 	
                    Variable(2)

                  	 	$	
                    9,046,380.89
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-20-B

                  	 	
                    Variable(2)

                  	 	$	
                    9,046,380.89
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-21-A

                  	 	
                    Variable(2)

                  	 	$	
                    7,490,303.87
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-21-B

                  	 	
                    Variable(2)

                  	 	$	
                    7,490,303.87
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-22-A

                  	 	
                    Variable(2)

                  	 	$	
                    6,160,169.19
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-22-B

                  	 	
                    Variable(2)

                  	 	$	
                    6,160,169.19
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-23-A

                  	 	
                    Variable(2)

                  	 	$ 	
                    4,545,515.69
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-23-B

                  	 	
                    Variable(2)

                  	 	$	
                    4,545,515.69
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-24-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,392,797.36
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-24-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,392,797.36
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-25-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,290,362.79
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-25-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,290,362.79
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-26-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,229,472.52
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-26-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,229,472.52
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-27-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,171,473.09
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-27-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,171,473.09
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-28-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,116,236.77
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-28-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,116,236.77
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-29-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,063,622.35
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-29-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,063,622.35
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-30-A

                  	 	
                    Variable(2)

                  	 	$	
                    1,013,502.40
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-30-B

                  	 	
                    Variable(2)

                  	 	$	
                    1,013,502.40
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-31-A

                  	 	
                    Variable(2)

                  	 	$	
                    965,770.04
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-31-B

                  	 	
                    Variable(2)

                  	 	$	
                    965,770.04
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-32-A

                  	 	
                    Variable(2)

                  	 	$	
                    920,238.51
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-32-B

                  	 	
                    Variable(2)

                  	 	$	
                    920,238.51
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-33-A

                  	 	
                    Variable(2)

                  	 	$	
                    876,787.83
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-33-B

                  	 	
                    Variable(2)

                  	 	$	
                    876,787.83
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-34-A

                  	 	
                    Variable(2)

                  	 	$	
                    835,554.60
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-34-B

                  	 	
                    Variable(2)

                  	 	$	
                    835,554.60
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-35-A

                  	 	
                    Variable(2)

                  	 	$	
                    796,279.02
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-35-B

                  	 	
                    Variable(2)

                  	 	$	
                    796,279.02
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-36-A

                  	 	
                    Variable(2)

                  	 	$	
                    758,864.71
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-36-B

                  	 	
                    Variable(2)

                  	 	$	
                    758,864.71
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-37-A

                  	 	
                    Variable(2)

                  	 	$	
                    723,224.70
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-37-B

                  	 	
                    Variable(2)

                  	 	$	
                    723,224.70
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-38-A

                  	 	
                    Variable(2)

                  	 	$	
                    689,273.13
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-38-B

                  	 	
                    Variable(2)

                  	 	$	
                    689,273.13
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-39-A

                  	 	
                    Variable(2)

                  	 	$	
                    656,924.77
                      

                  	 	
                     

                  	
                    December
                      25, 2035

                  
	
                    II-39-B

                  	 	
                    Variable(2)

                  	 	$	
                    656,924.77
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-40-A

                  	 	
                    Variable(2)

                  	 	$	
                    626,112.84
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-40-B

                  	 	
                    Variable(2)

                  	 	$	
                    626,112.84
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-41-A

                  	 	
                    Variable(2)

                  	 	$	
                    596,759.13
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-41-B

                  	 	
                    Variable(2)

                  	 	$	
                    596,759.13
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-42-A

                  	 	
                    Variable(2)

                  	 	$	
                    12,281,419.50
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-42-B

                  	 	
                    Variable(2)

                  	 	$	
                    12,281,419.50
                      

                  	 	 	
                    December
                      25, 2035

                  


          

           


        
          __________________

          
            	
                    (1)

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

                  
	 	 
	
                    (2)

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

                  


          

          


          


          REMIC
            II

           

          As
            provided herein, the Trustee 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)

                  	 	$ 	
                     241,653,653.12
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    A-1

                  	 	
                    Variable(2)

                  	 	$	
                    1,002,550.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    A-2A

                  	 	
                    Variable(2)

                  	 	$	
                     518,490.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    A-2B

                  	 	
                    Variable(2)

                  	 	$	
                     182,045.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    A-2C

                  	 	
                    Variable(2)

                  	 	$	
                     115,675.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    A-2D

                  	 	
                    Variable(2)

                  	 	$	
                     124,330.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    M-1

                  	 	
                    Variable(2)

                  	 	$	
                     86,305.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    M-2

                  	 	
                    Variable(2)

                  	 	$	
                     80,140.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    M-3

                  	 	
                    Variable(2)

                  	 	$	
                     55,480.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    M-4

                  	 	
                    Variable(2)

                  	 	$	
                     39,455.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    M-5

                  	 	
                    Variable(2)

                  	 	$	
                     39,455.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    M-6

                  	 	
                    Variable(2)

                  	 	$	
                     33,290.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    M-7

                  	 	
                    Variable(2)

                  	 	$	
                     49,315.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    M-8

                  	 	
                    Variable(2)

                  	 	$	
                     46,850.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    M-9

                  	 	
                    Variable(2)

                  	 	$	
                     19,725.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    M-10

                  	 	
                    Variable(2)

                  	 	$	
                     16,030.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    M-11

                  	 	
                    Variable(2)

                  	 	$	
                     19,725.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    ZZ

                  	 	
                    Variable(2)

                  	 	$	
                     2,502,847.21
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    IO

                  	 	
                    Variable(2)

                  	 	 	
                    (3)

                  	 	 	
                    December
                      25, 2035

                  
	
                    P

                  	 	
                    N/A(4)

                  	 	$ 	
                     100.00
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-SUB

                  	 	
                    Variable(2)

                  	 	$	
                     5,394.49
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    I-GRP

                  	 	
                    Variable(2)

                  	 	$	
                     25,445.49
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-SUB

                  	 	
                    Variable(2)

                  	 	$	
                     5,060.79
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    II-GRP

                  	 	
                    Variable(2)

                  	 	$	
                     23,871.59
                      

                  	 	 	
                    December
                      25, 2035

                  
	
                    XX

                  	 	
                    Variable(2)

                  	 	$	
                     246,525,587.97
                      

                  	 	 	
                    December
                      25, 2035

                  


          

        

        ___________________________

        
          	
                  (1)

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

                


        

        
          	
                  (2)

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

                


        

        
          	
                  (3)

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

                


        

        
          	
                  (4)

                	
                  REMIC
                    II Regular Interest P will not accrue interest but will be entitled
                    to
                    100% of the Prepayment Charges.

                


        

         

        


        REMIC
          III

         

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

         

        


        
          	
                  Designation

                	 	
                  Pass-Through
                    Rate

                	 	
                  Initial
                    Aggregate

                  Certificate
                    Principal

                  Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date (1)

                
	
                  Class
                    A-1

                	 	
                  Variable(2)

                	 	$	
                  200,510,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    A-2A

                	 	
                  Variable(2)

                	 	$	
                  $103,698,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    A-2B

                	 	
                  Variable(2)

                	 	$	
                  $36,409,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    A-2C

                	 	
                  Variable(2)

                	 	$	
                  $23,135,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    A-2D

                	 	
                  Variable(2)

                	 	$	
                  $24,866,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    M-1

                	 	
                  Variable(2)

                	 	$	
                  $17,261,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    M-2

                	 	
                  Variable(2)

                	 	$	
                  $16,028,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    M-3

                	 	
                  Variable(2)

                	 	$	
                  $11,096,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    M-4

                	 	
                  Variable(2)

                	 	$	
                  $7,891,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    M-5

                	 	
                  Variable(2)

                	 	$	
                  $7,891,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    M-6

                	 	
                  Variable(2)

                	 	$	
                  $6,658,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    M-7

                	 	
                  Variable(2)

                	 	$	
                  $9,863,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    M-8

                	 	
                  Variable(2)

                	 	$	
                  $9,370,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    M-9

                	 	
                  Variable(2)

                	 	$	
                  $3,945,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    M-10

                	 	
                  Variable(2)

                	 	$	
                  $3,206,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    M-11

                	 	
                  Variable(2)

                	 	$	
                  $3,945,000

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    P

                	 	
                  N/A(3)

                	 	$	
                  $100

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    CE

                	 	
                  N/A(4)

                	 	$	
                  $7,398,721 

                	 	 	
                  December
                    25, 2035

                
	
                  Class
                    IO Interest

                	 	
                  N/A(5)

                	 	 	
                  N/A(5)

                	 	 	
                  December
                    25, 2035

                


        

        _________________


        
          
            
              	
                      (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.

                    


            

          

        

        

           

        

        As
          of the Cut-off Date, the Group I Mortgage Loans had an aggregate Scheduled
          Principal Balance equal to approximately $254,454,907 and the Group II
          Mortgage
          Loans had an aggregate Scheduled Principal Balance equal to approximately
          $238,715,914.

         

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

         

        ARTICLE
          I

         

        DEFINITIONS

         

        
          SECTION
            1.01. Defined
            Terms.

           

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

           

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

           

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

           

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

           

          “Accrued
            Certificate Interest”:
            With respect to any Class A Certificate, Mezzanine Certificate or Class
            CE
            Certificate and each Distribution Date, interest accrued during the related
            Interest Accrual Period at the Pass-Through Rate for such Certificate
            for such
            Distribution Date on the Certificate Principal Balance, in the case of
            the Class
            A Certificates and the Mezzanine Certificates, or on the Notional Amount
            in the
            case of the Class CE Certificates, of such Certificate immediately prior
            to such
            Distribution Date. The Class P Certificates are not entitled to distributions
            in
            respect of interest and, accordingly, will not accrue interest. All
            distributions of interest on the Class A Certificates and the Mezzanine
            Certificates will be calculated on the basis of a 360-day year and the
            actual
            number of days in the applicable Interest Accrual Period. All distributions
            of
            interest on the Class CE Certificates will be based on a 360-day year
            consisting
            of twelve 30-day months. Accrued Certificate Interest with respect to
            each
            Distribution Date, as to any Class A Certificate, Mezzanine Certificate
            or Class
            CE Certificate shall be reduced by an amount equal to the portion allocable
            to
            such Certificate pursuant to Section 1.02 hereof, if any, of the sum
            of (a) the
            aggregate Prepayment Interest Shortfall, if any, for such Distribution
            Date to
            the extent not covered by payments pursuant to Section 3.23 or Section
            4.18 of
            this Agreement and (b) the aggregate amount of any Relief Act Interest
            Shortfall, if any, for such Distribution Date. In addition, Accrued Certificate
            Interest with respect to each Distribution Date, as to any Class CE Certificate,
            shall be reduced by an amount equal to the portion allocable to such
            Class CE
            Certificate of Realized Losses, if any, pursuant to Section 1.02 and
            Section
            5.04 hereof.

           

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

           

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

           

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

           

          “Additional
            Servicer”:
            Means each affiliate of the Servicer that Services any of the Mortgage
            Loans and
            each Person who is not an affiliate of the Servicer, who services 10%
            or more of
            the Mortgage Loans. For clarification purposes, the Master Servicer and
            the
            Securities Administrator are Additional Servicers.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Aggregate
            Loss Severity Percentage”:
            With respect to any Distribution Date, the percentage equivalent of a
            fraction,
            the numerator of which is the aggregate amount of Realized Losses incurred
            on
            any Mortgage Loans from the Cut-off Date to the last day of the preceding
            calendar month and the denominator of which is the aggregate principal
            balance
            of such Mortgage Loans immediately prior to the liquidation of such Mortgage
            Loans.

           

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

           

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

           

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

           

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

           

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

           

          “Available
            Distribution Amount”:
            With respect to any Distribution Date, an amount equal to (1) the sum
            of (a) the
            aggregate of the amounts on deposit in the Collection Account and the
            Distribution Account as of the close of business on the Servicer Remittance
            Date, (b) the aggregate of any amounts deposited in the Distribution
            Account by
            the Servicer or the Master Servicer in respect of Prepayment Interest
            Shortfalls
            for such Distribution Date pursuant to Section 3.23 or Section 4.18 of
            this
            Agreement, (c) the aggregate of any P&I Advances for such Distribution Date
            made by the Servicer pursuant to Section 5.03 of this Agreement and (d)
            the
            aggregate of any P&I Advances made by a successor servicer (including the
            Master Servicer) for such Distribution Date pursuant to Section 8.02
            of this
            Agreement, reduced (to not less than zero) by (2) the portion of the
            amount
            described in clause (1)(a) above that represents (i) Amounts Held for
            Future
            Distribution, (ii) Principal Prepayments on the Mortgage Loans received
            after
            the related Prepayment Period (together with any interest payments received
            with
            such Principal Prepayments to the extent they represent the payment of
            interest
            accrued on the Mortgage Loans during a period subsequent to the related
            Prepayment Period), (iii) Liquidation Proceeds, Insurance Proceeds and
            Subsequent Recoveries received in respect of the Mortgage Loans after
            the
            related Prepayment Period, (iv) amounts reimbursable or payable to the
            Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
            Administrator or the Custodians pursuant to Section 3.09 or 9.05 of this
            Agreement or otherwise payable in respect of Extraordinary Trust Fund
            Expenses,
            (v) the Credit Risk Management Fee, (vi) amounts deposited in the Collection
            Account or the Distribution Account in error, (vii) the amount of any
            Prepayment
            Charges collected by the Servicer in connection with the Principal Prepayment
            of
            any of the Mortgage Loans and (viii) amounts reimbursable to a successor
            servicer (including the Master Servicer) pursuant to Section 8.02 of
            this
            Agreement. 

           

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

           

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

           

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

           

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

           

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

           

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

           

          “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-ASAP1, Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-2D,
            Class
            M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
            Class
            M-8, Class M-9, Class M-10, Class M-11, Class P, Class CE and Class R
            Certificates issued under this Agreement. 

           

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

           

          “Certificate
            Margin”:
            With respect to the Class A-1 Certificates and, for purposes of the definition
            of “Marker Rate”, REMIC II Regular Interest A-1, 0.240% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.480%
            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, 0.070% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.140%
            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, 0.150% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.300%
            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, 0.200% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.400%
            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, 0.310% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.620%
            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, 0.410% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.615%
            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, 0.420% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.630%
            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, 0.440% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.660%
            in the case of each Distribution Date thereafter.

           

          With
            respect to the Class M-4 Certificates and, for purposes of the definition
            of
“Marker Rate”, REMIC II Regular Interest M-4, 0.570% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.855%
            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, 0.620% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 0.930%
            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, 0.700% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 1.050%
            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, 0.900% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 1.350%
            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 M-8, 1.400% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 1.900%
            in the case of each Distribution Date thereafter.

           

          With
            respect to the Class M-9 Certificates and, for purposes of the definition
            of
“Marker Rate”, REMIC II Regular Interest M-9, 1.850% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 2.350%
            in the case of each Distribution Date thereafter.

           

          With
            respect to the Class M-10 Certificates and, for purposes of the definition
            of
“Marker Rate”, REMIC II Regular Interest M-10, 2.650% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 3.150%
            in the case of each Distribution Date thereafter.

           

          With
            respect to the Class M-11 Certificates and, for purposes of the definition
            of
“Marker Rate”, REMIC II Regular Interest M-11, 2.000% in the case of each
            Distribution Date through and including the Optional Termination Date
            and 2.500%
            in the case of each Distribution Date thereafter.

           

          “Certificateholder”
            or “Holder”:
            The Person in whose name a Certificate is registered in the Certificate
            Register, except that a Disqualified Organization or a Non-United States
            Person
            shall not be a Holder of a Residual Certificate for any purposes hereof,
            and
            solely for the purposes of giving any consent pursuant to this Agreement,
            any
            Certificate registered in the name of or beneficially owned by the Depositor,
            the Sponsor, the Servicer, the Master Servicer, the Securities Administrator,
            the Trustee or any Affiliate thereof shall be deemed not to be outstanding
            and
            the Voting Rights to which it is entitled shall not be taken into account
            in
            determining whether the requisite percentage of Voting Rights necessary
            to
            effect any such consent has been obtained, except as otherwise provided
            in
            Section 12.01. The Trustee and the Securities Administrator may conclusively
            rely upon a certificate of the Depositor, the Sponsor, the Master Servicer,
            the
            Securities Administrator or the Servicer in determining whether a Certificate
            is
            held by an Affiliate thereof. All references herein to “Holders” or
“Certificateholders” shall reflect the rights of Certificate Owners as they may
            indirectly exercise such rights through the Depository and participating
            members
            thereof, except as otherwise specified herein; provided, however, that
            the
            Trustee and the Securities Administrator shall be required to recognize
            as a
“Holder” or “Certificateholder” only the Person in whose name a Certificate is
            registered in the Certificate Register.

           

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

           

          “Certificate
            Principal Balance”:
            With respect to each Class A Certificate, Mezzanine Certificate or Class
            P
            Certificate as of any date of determination, the Certificate Principal
            Balance
            of such Certificate on the Distribution Date immediately prior to such
            date of
            determination plus any Subsequent Recoveries added to the Certificate
            Principal
            Balance of such Certificate pursuant to Section 5.04, minus all distributions
            allocable to principal made thereon and Realized Losses allocated thereto,
            if
            any, on such immediately prior Distribution Date (or, in the case of
            any date of
            determination up to and including the first Distribution Date, the initial
            Certificate Principal Balance of such Certificate, as stated on the face
            thereof). With respect to each Class CE Certificate as of any date of
            determination, an amount equal to the Percentage Interest evidenced by
            such
            Certificate times the excess, if any, of (A) the then aggregate Uncertificated
            Balances of the REMIC II Regular Interests over (B) the then aggregate
            Certificate Principal Balances of the Class A Certificates, the Mezzanine
            Certificates and the Class P Certificates then outstanding. The aggregate
            initial Certificate Principal Balance of each Class of Regular Certificates
            is
            set forth in the Preliminary Statement hereto.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Class
            A-1 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the Certificate Principal
            Balance of the Class A-1 Certificates immediately prior to such Distribution
            Date over (y) the lesser of (A) the product of (i) 57.60% and (ii) the
            aggregate
            Stated Principal Balance of the Group I Mortgage Loans as of the last
            day of the
            related Due Period (after giving effect to scheduled payments of principal
            due
            during the related Due Period, to the extent received or advanced and
            unscheduled collections of principal received during the related Prepayment
            Period) and (B) the aggregate Stated Principal Balance of the Group I
            Mortgage
            Loans as of the last day of the related Due Period (after giving effect
            to
            scheduled payments of principal due during the related Due Period, to
            the extent
            received or advanced and unscheduled collections of principal received
            during
            the related Prepayment Period) minus the product of (i) 0.50% and (ii)
            the
            aggregate principal balance of the Group I Mortgage Loans as of the Cut-off
            Date.

           

          “Class
            A-2 Allocation Percentage”:
            With respect to any Distribution Date is the percentage equivalent of
            a
            fraction, the numerator of which is (x) the Group II Principal Remittance
            Amount
            for such Distribution Date and the denominator of which is (y) the Principal
            Remittance Amount for such Distribution Date.

           

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

           

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

           

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

           

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

           

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

           

          “Class
            A-2 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the sum of the Certificate
            Principal Balances of the Class A-2A, Class A-2B, Class A-2C and Class
            A-2D
            Certificates immediately prior to such Distribution Date over (y) the
            lesser of
            (A) the product of (i) 57.60% and (ii) the aggregate Stated Principal
            Balance of
            the Group II Mortgage Loans as of the last day of the related Due Period
            (after
            giving effect to scheduled payments of principal due during the related
            Due
            Period, to the extent received or advanced and unscheduled collections
            of
            principal received during the related Prepayment Period) and (B) the
            aggregate
            Stated Principal Balance of the Group II Mortgage Loans as of the last
            day of
            the related Due Period (after giving effect to scheduled payments of
            principal
            due during the related Due Period, to the extent received or advanced
            and
            unscheduled collections of principal received during the related Prepayment
            Period) minus the product of (i) 0.50% and (ii) the aggregate principal
            balance
            of the Group II Mortgage Loans as of the Cut-off Date.

           

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

           

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

           

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

           

          “Class
            M Certificates”:
            The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
            Class M-7,
            Class M-8 Class M-9, Class M-10 and Class M-11.

           

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

           

          “Class
            M-1 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the sum of (i) the
            aggregate
            Certificate Principal Balance of the Class A Certificates (after taking
            into
            account the payment of the Class A Principal Distribution Amount on such
            Distribution Date) and (ii) the Certificate Principal Balance of the
            Class M-1
            Certificates immediately prior to such Distribution Date over (y) the
            lesser of
            (A) the product of (i) 64.60% 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 a Regular Interest in REMIC
            III for
            purposes of the REMIC Provisions.

           

          “Class
            M-2 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the sum of (i) the
            aggregate
            Certificate Principal Balance of the Class A Certificates (after taking
            into
            account the payment of the Class A Principal Distribution Amount on such
            Distribution Date), (ii) the Certificate Principal Balance of the Class
            M-1
            Certificates (after taking into account the payment of the Class M-1
            Principal
            Distribution Amount on such Distribution Date) and (iii) the Certificate
            Principal Balance of the Class M-2 Certificates immediately prior to
            such
            Distribution Date over (y) the lesser of (A) the product of (i) 71.10%
            and (ii)
            the aggregate Stated Principal Balance of the Mortgage Loans as of the
            last day
            of the related Due Period (after giving effect to scheduled payments
            of
            principal due during the related Due Period, to the extent received or
            advanced
            and unscheduled collections of principal received during the related
            Prepayment
            Period) and (B) the aggregate Stated Principal Balance of the Mortgage
            Loans as
            of the last day of the related Due Period (after giving effect to scheduled
            payments of principal due during the related Due Period, to the extent
            received
            or advanced and unscheduled collections of principal received during
            the related
            Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
            principal balance of the Mortgage Loans as of the Cut-off Date.

           

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

           

          “Class
            M-3 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the sum of (i) the
            aggregate
            Certificate Principal Balance of the Class A Certificates (after taking
            into
            account the payment of the Class A Principal Distribution Amount on such
            Distribution Date), (ii) the Certificate Principal Balance of the Class
            M-1
            Certificates (after taking into account the payment of the Class M-1
            Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-2 Certificates (after taking into account the
            payment of
            the Class M-2 Principal Distribution Amount on such Distribution Date)
            and (iv)
            the Certificate Principal Balance of the Class M-3 Certificates immediately
            prior to such Distribution Date over (y) the lesser of (A) the product
            of (i)
            75.60% 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-4 Certificate”:
            Any one of the Class M-4 Certificates executed and authenticated by the
            Securities Administrator and delivered by the Trustee, substantially
            in the form
            annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC
            III for
            purposes of the REMIC Provisions.

           

          “Class
            M-4 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the sum of (i) the
            aggregate
            Certificate Principal Balance of the Class A Certificates (after taking
            into
            account the payment of the Class A Principal Distribution Amount on such
            Distribution Date), (ii) the Certificate Principal Balance of the Class
            M-1
            Certificates (after taking into account the payment of the Class M-1
            Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-2 Certificates (after taking into account the
            payment of
            the Class M-2 Principal Distribution Amount on such Distribution Date),
            (iv) the
            Certificate Principal Balance of the Class M-3 Certificates (after taking
            into
            account the payment of the Class M-3 Principal Distribution Amount on
            such
            Distribution Date) and (v) the Certificate Principal Balance of the Class
            M-4
            Certificates immediately prior to such Distribution Date over (y) the
            lesser of
            (A) the product of (i) 78.80% and (ii) the aggregate Stated Principal
            Balance of
            the Mortgage Loans as of the last day of the related Due Period (after
            giving
            effect to scheduled payments of principal due during the related Due
            Period, to
            the extent received or advanced and unscheduled collections of principal
            received during the related Prepayment Period) and (B) the aggregate
            Stated
            Principal Balance of the Mortgage Loans as of the last day of the related
            Due
            Period (after giving effect to scheduled payments of principal due during
            the
            related Due Period, to the extent received or advanced and unscheduled
            collections of principal received during the related Prepayment Period)
            minus
            the product of (i) 0.50% and (ii) the aggregate principal balance of
            the
            Mortgage Loans as of the Cut-off Date.

           

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

           

          “Class
            M-5 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the sum of (i) the
            aggregate
            Certificate Principal Balance of the Class A Certificates (after taking
            into
            account the payment of the Class A Principal Distribution Amount on such
            Distribution Date), (ii) the Certificate Principal Balance of the Class
            M-1
            Certificates (after taking into account the payment of the Class M-1
            Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-2 Certificates (after taking into account the
            payment of
            the Class M-2 Principal Distribution Amount on such Distribution Date),
            (iv) the
            Certificate Principal Balance of the Class M-3 Certificates (after taking
            into
            account the payment of the Class M-3 Principal Distribution Amount on
            such
            Distribution Date), (v) the Certificate Principal Balance of the Class
            M-4
            Certificates (after taking into account the payment of the Class M-4
            Principal
            Distribution Amount on such Distribution Date) and (vi) the Certificate
            Principal Balance of the Class M-5 Certificates immediately prior to
            such
            Distribution Date over (y) the lesser of (A) the product of (i) 82.00%
            and (ii)
            the aggregate Stated Principal Balance of the Mortgage Loans as of the
            last day
            of the related Due Period (after giving effect to scheduled payments
            of
            principal due during the related Due Period, to the extent received or
            advanced
            and unscheduled collections of principal received during the related
            Prepayment
            Period) and (B) the aggregate Stated Principal Balance of the Mortgage
            Loans as
            of the last day of the related Due Period (after giving effect to scheduled
            payments of principal due during the related Due Period, to the extent
            received
            or advanced and unscheduled collections of principal received during
            the related
            Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
            principal balance of the Mortgage Loans as of the Cut-off Date.

           

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

           

          “Class
            M-6 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the sum of (i) the
            aggregate
            Certificate Principal Balance of the Class A Certificates (after taking
            into
            account the payment of the Class A Principal Distribution Amount on such
            Distribution Date), (ii) the Certificate Principal Balance of the Class
            M-1
            Certificates (after taking into account the payment of the Class M-1
            Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-2 Certificates (after taking into account the
            payment of
            the Class M-2 Principal Distribution Amount on such Distribution Date),
            (iv) the
            Certificate Principal Balance of the Class M-3 Certificates (after taking
            into
            account the payment of the Class M-3 Principal Distribution Amount on
            such
            Distribution Date), (v) the Certificate Principal Balance of the Class
            M-4
            Certificates (after taking into account the payment of the Class M-4
            Principal
            Distribution Amount on such Distribution Date), (vi) the Certificate
            Principal
            Balance of the Class M-5 Certificates (after taking into account the
            payment of
            the Class M-5 Principal Distribution Amount on such Distribution Date)
            and (vii)
            the Certificate Principal Balance of the Class M-6 Certificates immediately
            prior to such Distribution Date over (y) the lesser of (A) the product
            of (i)
            84.70% and (ii) the aggregate Stated Principal Balance of the Mortgage
            Loans as
            of the last day of the related Due Period (after giving effect to scheduled
            payments of principal due during the related Due Period, to the extent
            received
            or advanced and unscheduled collections of principal received during
            the related
            Prepayment Period) and (B) the aggregate Stated Principal Balance of
            the
            Mortgage Loans as of the last day of the related Due Period (after giving
            effect
            to scheduled payments of principal due during the related Due Period,
            to the
            extent received or advanced and unscheduled collections of principal
            received
            during the related Prepayment Period) minus the product of (i) 0.50%
            and (ii)
            the aggregate principal balance of the Mortgage Loans as of the Cut-off
            Date.

           

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

           

          “Class
            M-7 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the sum of (i) the
            aggregate
            Certificate Principal Balance of the Class A Certificates (after taking
            into
            account the payment of the Class A Principal Distribution Amount on such
            Distribution Date), (ii) the Certificate Principal Balance of the Class
            M-1
            Certificates (after taking into account the payment of the Class M-1
            Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-2 Certificates (after taking into account the
            payment of
            the Class M-2 Principal Distribution Amount on such Distribution Date),
            (iv) the
            Certificate Principal Balance of the Class M-3 Certificates (after taking
            into
            account the payment of the Class M-3 Principal Distribution Amount on
            such
            Distribution Date), (v) the Certificate Principal Balance of the Class
            M-4
            Certificates (after taking into account the payment of the Class M-4
            Principal
            Distribution Amount on such Distribution Date), (vi) the Certificate
            Principal
            Balance of the Class M-5 Certificates (after taking into account the
            payment of
            the Class M-5 Principal Distribution Amount on such Distribution Date),
            (vii)
            the Certificate Principal Balance of the Class M-6 Certificates (after
            taking
            into account the payment of the Class M-6 Principal Distribution Amount
            on such
            Distribution Date) and (viii) the Certificate Principal Balance of the
            Class M-7
            Certificates immediately prior to such Distribution Date over (y) the
            lesser of
            (A) the product of (i) 88.70% and (ii) the aggregate Stated Principal
            Balance of
            the Mortgage Loans as of the last day of the related Due Period (after
            giving
            effect to scheduled payments of principal due during the related Due
            Period, to
            the extent received or advanced and unscheduled collections of principal
            received during the related Prepayment Period) and (B) the aggregate
            Stated
            Principal Balance of the Mortgage Loans as of the last day of the related
            Due
            Period (after giving effect to scheduled payments of principal due during
            the
            related Due Period, to the extent received or advanced and unscheduled
            collections of principal received during the related Prepayment Period)
            minus
            the product of (i) 0.50% and (ii) the aggregate principal balance of
            the
            Mortgage Loans as of the Cut-off Date.

           

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

           

          “Class
            M-8 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the sum of (i) the
            aggregate
            Certificate Principal Balance of the Class A Certificates (after taking
            into
            account the payment of the Class A Principal Distribution Amount on such
            Distribution Date), (ii) the Certificate Principal Balance of the Class
            M-1
            Certificates (after taking into account the payment of the Class M-1
            Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-2 Certificates (after taking into account the
            payment of
            the Class M-2 Principal Distribution Amount on such Distribution Date),
            (iv) the
            Certificate Principal Balance of the Class M-3 Certificates (after taking
            into
            account the payment of the Class M-3 Principal Distribution Amount on
            such
            Distribution Date), (v) the Certificate Principal Balance of the Class
            M-4
            Certificates (after taking into account the payment of the Class M-4
            Principal
            Distribution Amount on such Distribution Date), (vi) the Certificate
            Principal
            Balance of the Class M-5 Certificates (after taking into account the
            payment of
            the Class M-5 Principal Distribution Amount on such Distribution Date),
            (vii)
            the Certificate Principal Balance of the Class M-6 Certificates (after
            taking
            into account the payment of the Class M-6 Principal Distribution Amount
            on such
            Distribution Date), (viii) the Certificate Principal Balance of the Class
            M-7
            Certificates (after taking into account the payment of the Class M-7
            Principal
            Distribution Amount on such Distribution Date) and (ix) the Certificate
            Principal Balance of the Class M-8 Certificates immediately prior to
            such
            Distribution Date over (y) the lesser of (A) the product of (i) 92.50%
            and (ii)
            the aggregate Stated Principal Balance of the Mortgage Loans as of the
            last day
            of the related Due Period (after giving effect to scheduled payments
            of
            principal due during the related Due Period, to the extent received or
            advanced
            and unscheduled collections of principal received during the related
            Prepayment
            Period) and (B) the aggregate Stated Principal Balance of the Mortgage
            Loans as
            of the last day of the related Due Period (after giving effect to scheduled
            payments of principal due during the related Due Period, to the extent
            received
            or advanced and unscheduled collections of principal received during
            the related
            Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
            principal balance of the Mortgage Loans as of the Cut-off Date.

           

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

           

          “Class
            M-9 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the sum of (i) the
            aggregate
            Certificate Principal Balance of the Class A Certificates (after taking
            into
            account the payment of the Class A Principal Distribution Amount on such
            Distribution Date), (ii) the Certificate Principal Balance of the Class
            M-1
            Certificates (after taking into account the payment of the Class M-1
            Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-2 Certificates (after taking into account the
            payment of
            the Class M-2 Principal Distribution Amount on such Distribution Date),
            (iv) the
            Certificate Principal Balance of the Class M-3 Certificates (after taking
            into
            account the payment of the Class M-3 Principal Distribution Amount on
            such
            Distribution Date), (v) the Certificate Principal Balance of the Class
            M-4
            Certificates (after taking into account the payment of the Class M-4
            Principal
            Distribution Amount on such Distribution Date), (vi) the Certificate
            Principal
            Balance of the Class M-5 Certificates (after taking into account the
            payment of
            the Class M-5 Principal Distribution Amount on such Distribution Date),
            (vii)
            the Certificate Principal Balance of the Class M-6 Certificates (after
            taking
            into account the payment of the Class M-6 Principal Distribution Amount
            on such
            Distribution Date), (viii) the Certificate Principal Balance of the Class
            M-7
            Certificates (after taking into account the payment of the Class M-7
            Principal
            Distribution Amount on such Distribution Date), (ix) the Certificate
            Principal
            Balance of the Class M-8 Certificates (after taking into account the
            payment of
            the Class M-8 Principal Distribution Amount on such Distribution Date)
            and (x)
            the Certificate Principal Balance of the Class M-9 Certificates immediately
            prior to such Distribution Date over (y) the lesser of (A) the product
            of (i)
            94.10% and (ii) the aggregate Stated Principal Balance of the Mortgage
            Loans as
            of the last day of the related Due Period (after giving effect to scheduled
            payments of principal due during the related Due Period, to the extent
            received
            or advanced and unscheduled collections of principal received during
            the related
            Prepayment Period) and (B) the aggregate Stated Principal Balance of
            the
            Mortgage Loans as of the last day of the related Due Period (after giving
            effect
            to scheduled payments of principal due during the related Due Period,
            to the
            extent received or advanced and unscheduled collections of principal
            received
            during the related Prepayment Period) minus the product of (i) 0.50%
            and (ii)
            the aggregate principal balance of the Mortgage Loans as of the Cut-off
            Date.

           

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

           

          “Class
            M-10 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the sum of (i) the
            aggregate
            Certificate Principal Balance of the Class A Certificates (after taking
            into
            account the payment of the Class A Principal Distribution Amount on such
            Distribution Date), (ii) the Certificate Principal Balance of the Class
            M-1
            Certificates (after taking into account the payment of the Class M-1
            Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-2 Certificates (after taking into account the
            payment of
            the Class M-2 Principal Distribution Amount on such Distribution Date),
            (iv) the
            Certificate Principal Balance of the Class M-3 Certificates (after taking
            into
            account the payment of the Class M-3 Principal Distribution Amount on
            such
            Distribution Date), (v) the Certificate Principal Balance of the Class
            M-4
            Certificates (after taking into account the payment of the Class M-4
            Principal
            Distribution Amount on such Distribution Date), (vi) the Certificate
            Principal
            Balance of the Class M-5 Certificates (after taking into account the
            payment of
            the Class M-5 Principal Distribution Amount on such Distribution Date),
            (vii)
            the Certificate Principal Balance of the Class M-6 Certificates (after
            taking
            into account the payment of the Class M-6 Principal Distribution Amount
            on such
            Distribution Date), (viii) the Certificate Principal Balance of the Class
            M-7
            Certificates (after taking into account the payment of the Class M-7
            Principal
            Distribution Amount on such Distribution Date), (ix) the Certificate
            Principal
            Balance of the Class M-8 Certificates (after taking into account the
            payment of
            the Class M-8 Principal Distribution Amount on such Distribution Date),
            (x) the
            Certificate Principal Balance of the Class M-9 Certificates (after taking
            into
            account the payment of the Class M-9 Principal Distribution Amount on
            such
            Distribution Date), and (xi) the Certificate Principal Balance of the
            Class M-10
            Certificates immediately prior to such Distribution Date over (y) the
            lesser of
            (A) the product of (i) 95.40% and (ii) the aggregate Stated Principal
            Balance of
            the Mortgage Loans as of the last day of the related Due Period (after
            giving
            effect to scheduled payments of principal due during the related Due
            Period, to
            the extent received or advanced and unscheduled collections of principal
            received during the related Prepayment Period) and (B) the aggregate
            Stated
            Principal Balance of the Mortgage Loans as of the last day of the related
            Due
            Period (after giving effect to scheduled payments of principal due during
            the
            related Due Period, to the extent received or advanced and unscheduled
            collections of principal received during the related Prepayment Period)
            minus
            the product of (i) 0.50% and (ii) the aggregate principal balance of
            the
            Mortgage Loans as of the Cut-off Date.

           

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

           

          “Class
            M-11 Principal Distribution Amount”:
            With respect to any Distribution Date on or after the Stepdown Date and
            on which
            a Trigger Event is not in effect, the excess of (x) the sum of (i) the
            aggregate
            Certificate Principal Balance of the Class A Certificates (after taking
            into
            account the payment of the Class A Principal Distribution Amount on such
            Distribution Date), (ii) the Certificate Principal Balance of the Class
            M-1
            Certificates (after taking into account the payment of the Class M-1
            Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-2 Certificates (after taking into account the
            payment of
            the Class M-2 Principal Distribution Amount on such Distribution Date),
            (iv) the
            Certificate Principal Balance of the Class M-3 Certificates (after taking
            into
            account the payment of the Class M-3 Principal Distribution Amount on
            such
            Distribution Date), (v) the Certificate Principal Balance of the Class
            M-4
            Certificates (after taking into account the payment of the Class M-4
            Principal
            Distribution Amount on such Distribution Date), (vi) the Certificate
            Principal
            Balance of the Class M-5 Certificates (after taking into account the
            payment of
            the Class M-5 Principal Distribution Amount on such Distribution Date),
            (vii)
            the Certificate Principal Balance of the Class M-6 Certificates (after
            taking
            into account the payment of the Class M-6 Principal Distribution Amount
            on such
            Distribution Date), (viii) the Certificate Principal Balance of the Class
            M-7
            Certificates (after taking into account the payment of the Class M-7
            Principal
            Distribution Amount on such Distribution Date), (ix) the Certificate
            Principal
            Balance of the Class M-8 Certificates (after taking into account the
            payment of
            the Class M-8 Principal Distribution Amount on such Distribution Date),
            (x) the
            Certificate Principal Balance of the Class M-9 Certificates (after taking
            into
            account the payment of the Class M-9 Principal Distribution Amount on
            such
            Distribution Date), (xi) the Certificate Principal Balance of the Class
            M-10
            Certificates (after taking into account the payment of the Class M-10
            Principal
            Distribution Amount on such Distribution Date), and (xii) the Certificate
            Principal Balance of the Class M-11 Certificates immediately prior to
            such
            Distribution Date over (y) the lesser of (A) the product of (i) 97.00%
            and (ii)
            the aggregate Stated Principal Balance of the Mortgage Loans as of the
            last day
            of the related Due Period (after giving effect to scheduled payments
            of
            principal due during the related Due Period, to the extent received or
            advanced
            and unscheduled collections of principal received during the related
            Prepayment
            Period) and (B) the aggregate Stated Principal Balance of the Mortgage
            Loans as
            of the last day of the related Due Period (after giving effect to scheduled
            payments of principal due during the related Due Period, to the extent
            received
            or advanced and unscheduled collections of principal received during
            the related
            Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
            principal balance of the Mortgage Loans as of the Cut-off Date.

           

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

           

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

           

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

           

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

           

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

           

          “Closing
            Date”:
            January 30, 2006.

           

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

           

          “Collection
            Account”:
            The 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,
            which
            shall be entitled “Saxon Mortgage Services, Inc., 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-ASAP1, 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-ASAP1, 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-ASAP1), and (B) for all other purposes, Wells Fargo Bank, National
            Association, P.O. Box 98, Columbia, Maryland 21046, Attention: Corporate
            Trust
            (ACE 2006-ASAP1) (or for overnight deliveries, at 9062 Old Annapolis
            Road,
            Columbia, Maryland 21045, Attention: Corporate Trust (ACE 2006-ASAP1)),
            or at
            such other address as the Securities Administrator may designate from
            time to
            time by notice to the Certificateholders, the Depositor, the Master Servicer,
            the Servicer and the Trustee.

           

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

           

          
            	
                    REMIC
                      II REGULAR INTEREST

                  	 	
                    CLASS

                  
	
                    REMIC
                      II REGULAR INTEREST A-1

                  	 	
                    A-1

                  
	
                    REMIC
                      II REGULAR INTEREST A-2A

                  	 	
                    A-2A

                  
	
                    REMIC
                      II REGULAR INTEREST A-2B

                  	 	
                    A-2B

                  
	
                    REMIC
                      II REGULAR INTEREST A-2C

                  	 	
                    A-2C

                  
	
                    REMIC
                      II REGULAR INTEREST A-2D

                  	 	
                    A-2D

                  
	
                    REMIC
                      II REGULAR INTEREST M-1

                  	 	
                    M-1

                  
	
                    REMIC
                      II REGULAR INTEREST M-2

                  	 	
                    M-2

                  
	
                    REMIC
                      II REGULAR INTEREST M-3

                  	 	
                    M-3

                  
	
                    REMIC
                      II REGULAR INTEREST M-4

                  	 	
                    M-4

                  
	
                    REMIC
                      II REGULAR INTEREST M-5

                  	 	
                    M-5

                  
	
                    REMIC
                      II REGULAR INTEREST M-6

                  	 	
                    M-6

                  
	
                    REMIC
                      II REGULAR INTEREST M-7

                  	 	
                    M-7

                  
	
                    REMIC
                      II REGULAR INTEREST M-8

                  	 	
                    M-8

                  
	
                    REMIC
                      II REGULAR INTEREST M-9

                  	 	
                    M-9

                  
	
                    REMIC
                      II REGULAR INTEREST M-10

                  	 	
                    M-10

                  
	
                    REMIC
                      II REGULAR INTEREST M-11

                  	 	
                    M-11

                  
	
                    REMIC
                      II REGULAR INTEREST P

                  	 	
                    P

                  


          

          


          “Credit
            Enhancement Percentage”:
            For any Distribution Date, the percentage equivalent of a fraction, the
            numerator of which is the sum of the aggregate Certificate Principal
            Balances of
            the Mezzanine Certificates and the Class CE Certificates, 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”:
            0.015% per annum.

           

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

           

          “Custodial
            Agreement”:.
            Either (i) the DBNT Custodial Agreement or (ii) the Wells Fargo Custodial
            Agreement.

           

          “Custodian”:
            Either Wells Fargo or DBNT 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, January 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.

           

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

           

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

           

          “DBRS”:
            Dominion Bond Rating Service.

           

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

           

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

           

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

           

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

           

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

           

          “Depositor”:
            ACE Securities Corp., a Delaware corporation, or its successor in
            interest.

           

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

           

          “Depository
            Institution”:
            Any depository institution or trust company, including the Trustee, that
            (a) is
            incorporated under the laws of the United States of America or any State
            thereof, (b) is subject to supervision and examination by federal or
            state
            banking authorities and (c) has outstanding unsecured commercial paper
            or other
            short-term unsecured debt obligations (or, in the case of a depository
            institution that is the principal subsidiary of a holding company, such
            holding
            company has unsecured commercial paper or other short-term unsecured
            debt
            obligations) that are rated at least A-1+ by S&P, F-1+ by Fitch and P-1 by
            Moody’s (or, if such Rating Agencies are no longer rating the Offered
            Certificates, comparable ratings by any other nationally recognized statistical
            rating agency then rating the Offered Certificates).

           

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

           

          “Determination
            Date”:
            With respect to each Distribution Date, the 15th
            day of the calendar month in which such Distribution Date occurs, or
            if such
            15th
            day is not a Business Day, the Business Day immediately preceding such
            15th
            day. The Determination Date for purposes of Article X hereof shall mean
            the
            15th
            day of the month, or if such 15th
            day is not a Business Day, the first Business Day following such 15th
            day.

           

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

           

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

           

          “Distribution
            Account”:
            The 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-ASAP1”. Funds in the
            Distribution Account shall be held in trust for the Certificateholders
            for the
            uses and purposes set forth in this Agreement. The Distribution Account
            must be
            an Eligible Account.

           

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

           

          “Due
            Date”:
            With respect to each Distribution Date, the day of the month on which
            the
            Monthly Payment is due on a Mortgage Loan during the related Due Period,
            exclusive of any days of grace.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Final
            Maturity Date”:
            The Distribution Date occurring in October 2035.

           

          “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
            Master Servicer 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 delivered to the
            Master
            Servicer and maintained in its records.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Group
            II 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 with respect
            to the
            Group II Mortgage Loans pursuant to this Agreement or the Custodial
            Agreements).

           

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

           

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

           

          “Independent”:
            When used with respect to any 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 in clause (b) or (c) above;
            provided, however, that a Person shall not fail to be Independent of
            the
            Depositor, the Master Servicer, the Securities Administrator, the Servicer,
            the
            Sponsor, any originator or any Affiliate thereof merely because such
            Person is
            the beneficial owner of 1% or less of any class of securities issued
            by the
            Depositor, the Master Servicer, the Securities Administrator, the Servicer,
            the
            Sponsor, any originator or any Affiliate thereof, as the case may
            be.

           

          “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
            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.

           

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

           

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

           

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

           

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

           

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

           

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

           

          “ISDA
            Master Agreement”:
            The ISDA Master Agreement dated as of January 30, 2006, as amended and
            supplemented from time to time, between the Swap Provider and the
            Trustee.

           

          “Last
            Scheduled Distribution Date”:
            The Distribution Date occurring in December 2035, which is the Distribution
            Date
            immediately following the maturity date for the Mortgage Loan with the
            latest
            maturity date.

           

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

           

          “Liquidation
            Event”:
            With respect to any Mortgage Loan, any of the following events: (i) such
            Mortgage Loan is paid in full; (ii) a Final Recovery Determination is
            made as to
            such Mortgage Loan or (iii) such Mortgage Loan is removed from REMIC
            I by reason
            of its being purchased, sold or replaced pursuant to or as contemplated
            by
            Section 2.03, Section 3.13(c) or Section 10.01 of this Agreement. With
            respect
            to any REO Property, either of the following events: (i) a Final Recovery
            Determination is made as to such REO Property or (ii) such REO Property
            is
            removed from REMIC I by reason of its being purchased pursuant to Section
            10.01.

           

          “Liquidation
            Proceeds”:
            The amount (other than Insurance Proceeds, amounts received in respect
            of the
            rental of any REO Property prior to REO Disposition, or required to be
            released
            to a Mortgagor or a senior lienholder in accordance with applicable law
            or the
            terms of the related Mortgage Loan Documents) received by the Servicer
            in
            connection with (i) the taking of all or a part of a Mortgaged Property
            by
            exercise of the power of eminent domain or condemnation (other than amounts
            required to be released to the Mortgagor or a senior lienholder), (ii)
            the
            liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure
            sale or otherwise, (iii) the repurchase, substitution or sale of a Mortgage
            Loan
            or an REO Property pursuant to or as contemplated by Section 2.03, Section
            3.13(c), Section 3.22 or Section 10.01 of this Agreement or (iv) any
            Subsequent
            Recoveries. 

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Master
            Servicing Fee Rate”:
            0.0135% per annum.

           

          “Maximum
            ZZ Uncertificated Interest Deferral Amount”:
            With respect to any Distribution Date, the excess of (i) accrued interest
            at the
            REMIC II Remittance Rate applicable to REMIC II Regular Interest ZZ for
            such
            Distribution Date on a balance equal to the Uncertificated Balance of
            REMIC II
            Regular Interest ZZ minus the REMIC II Overcollateralization Amount,
            in each
            case for such Distribution Date, over (ii) Uncertificated Interest on
            REMIC II
            Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular
            Interest
            A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D,
            REMIC II
            Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular
            Interest
            M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC
            II
            Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular
            Interest
            M-8, REMIC II Regular Interest M-9 REMIC II Regular Interest M-10 and
            REMIC II
            Regular Interest M-11 for such Distribution Date, with the rate on each
            such
            REMIC II Regular Interest subject to a cap equal to the lesser of (i)
            the
            related One-Month LIBOR Pass-Through Rate and (ii) the related Net WAC
            Pass-Through Rate for the Corresponding Certificate for the purpose of
            this
            calculation for such Distribution Date; provided however, each such cap
            for each
            REMIC II Regular Interest shall be multiplied by a fraction the numerator
            of
            which is the actual number of days in the related Interest Accrual Period
            and
            the denominator of which is 30.

           

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

           

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

           

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

           

          “Mezzanine
            Certificate”:
            Any Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
            Class M-7,
            Class M-8, Class M-9, Class M-10 or Class M-11 Certificate.

           

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

           

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

           

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

           

          “Monthly
            Payment”:
            With respect to any Mortgage Loan, the scheduled monthly payment of principal
            and interest on such Mortgage Loan which is payable by the related Mortgagor
            from time to time under the related Mortgage Note, determined: (a) after
            giving
            effect to (i) any Deficient Valuation and/or Debt Service Reduction with
            respect
            to such Mortgage Loan and (ii) any reduction in the amount of interest
            collectible from the related Mortgagor pursuant to the Relief Act or
            similar
            state 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 Custodians pursuant to
            Section
            2.01 of this Agreement and pursuant to the Custodial Agreement, as held
            from
            time to time as a part of the Trust Fund, the Mortgage Loans so held
            being
            identified in the Mortgage Loan Schedule.

           

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

           

          “Mortgage
            Loan Purchase Agreement”:
            Shall mean the Mortgage Loan Purchase Agreement dated as of January 30,
            2006,
            between the Depositor and the Sponsor, attached hereto as
            Exhibit F.

           

          “Mortgage
            Loan Schedule”:
            As of any date, the list of Mortgage Loans included in REMIC I on such
            date,
            separately identifying the Group I Mortgage Loans and the Group II Mortgage
            Loans, attached hereto as Schedule
            1.
            The Depositor shall deliver or cause the delivery of the initial Mortgage
            Loan
            Schedule to the Servicer, the Master Servicer, the Custodians and the
            Trustee on
            the Closing Date. The Mortgage Loan Schedule shall set forth the following
            information with respect to each Mortgage Loan:

           

          (i) the
            Mortgage Loan identifying number;

           

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

           

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

           

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

           

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

           

          (vi) the
            original months to maturity;

           

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

           

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

           

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

           

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

           

          (xi) the
            stated maturity date;

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          (xxii) the
            Mortgage Rate at origination;

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          (xxx) the
            Appraised Value of the Mortgaged Property;

           

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

           

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

           

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

           

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

           

          (xxxv) the
            FICO score at origination;

           

          (xxxvi) the
            Servicer; 

           

          (xxxvii) the
            applicable Custodian; and

           

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

           

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

           

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

           

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

           

          “Mortgaged
            Property”:
            The underlying property securing a Mortgage Loan, including any REO Property,
            consisting of an Estate in Real Property improved by a Residential
            Dwelling.

           

          “Mortgagor”:
            The obligor on a Mortgage Note.

           

          “Net
            Monthly Excess Cashflow”:
            With respect to any Distribution Date, the sum of (i) any Overcollateralization
            Reduction Amount for such Distribution Date and (ii) the excess of (x)
            the
            Available Distribution Amount for such Distribution Date over (y) the
            sum for
            such Distribution Date of (A) the aggregate Senior Interest Distribution
            Amounts
            payable to the Holders of the Class A Certificates, (B) the aggregate
            Interest
            Distribution Amounts payable to the holders of the Mezzanine Certificates,
            (C)
            the Principal Remittance Amount and (D) any Net Swap Payment or Swap
            Termination
            Payment (not caused by a Swap Provider Trigger Event) owed to the Swap
            Provider.

           

          “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 the
            Supplemental Interest Trust, which net payment shall not take into account
            any
            Swap Termination Payment.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Notional
            Amount”:
            With respect to the Class CE Certificates and any Distribution Date,
            the
            Uncertificated Balance of the REMIC II Regular Interests (other than
            REMIC II
            Regular Interest P) for such Distribution Date. As of the Closing Date,
            the
            Notional Amount of the Class CE Certificates is equal to
            $493,170,720.66.

           

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

           

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

           

          “One-Month
            LIBOR”:
            With respect to the Class A Certificates, the Mezzanine Certificates,
            REMIC II
            Regular Interests (other than REMIC II Regular Interest P) and any Interest
            Accrual Period therefor, the rate determined by the Securities Administrator
            on
            the related Interest Determination Date on the basis of the offered rate
            for
            one-month U.S. dollar deposits, as such rate appears on Telerate Page
            3750 as of
            11:00 a.m. (London time) on such Interest Determination Date; provided
            that if
            such rate does not appear on Telerate Page 3750, the rate for such date
            will be
            determined on the basis of the offered rates of the Reference Banks for
            one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such
            Interest
            Determination Date. In such event, the Securities Administrator will
            request the
            principal London office of each of the Reference Banks to provide a quotation
            of
            its rate. If on such Interest Determination Date, two or more Reference
            Banks
            provide such offered quotations, One-Month LIBOR for the related Interest
            Accrual Period shall be the arithmetic mean of such offered quotations
            (rounded
            upwards if necessary to the nearest whole multiple of 1/16). If on such
            Interest
            Determination Date, fewer than two Reference Banks provide such offered
            quotations, One-Month LIBOR for the related Interest Accrual Period shall
            be the
            higher of (i) LIBOR as determined on the previous Interest Determination
            Date
            and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if,
            under the
            priorities described above, LIBOR for an Interest Determination Date
            would be
            based on LIBOR for the previous Interest Determination Date for the third
            consecutive Interest Determination Date, the Securities Administrator
            shall
            select an alternative comparable index (over which the Securities Administrator
            has no control), used for determining one-month Eurodollar lending rates
            that is
            calculated and published (or otherwise made available) by an independent
            party.
            The establishment of One-Month LIBOR by the Securities Administrator
            and the
            Securities Administrator’s subsequent calculation of the One-Month LIBOR
            Pass-Through Rates for the relevant Interest Accrual Period, shall, in
            the
            absence of manifest error, be final and binding.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Overcollateralization
            Amount”:
            With respect to any Distribution Date, the excess, if any, of (a) the
            aggregate
            Stated Principal Balances of the Mortgage Loans and REO Properties immediately
            following such Distribution Date over (b) the sum of the aggregate Certificate
            Principal Balances of the Class A Certificates, the Mezzanine Certificates
            and
            the Class P Certificates as of such Distribution Date (after taking into
            account
            the payment of the Principal Remittance Amount on such Distribution
            Date).

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Percentage
            Interest”:
            With respect to any Class of Certificates (other than the Residual
            Certificates), the undivided percentage ownership in such Class evidenced
            by
            such Certificate, expressed as a percentage, the numerator of which is
            the
            initial Certificate Principal Balance represented by such Certificate
            and the
            denominator of which is the aggregate initial Certificate Principal Balance
            or
            Notional Amount of all of the Certificates of such Class. The Class A
            Certificates and the Mezzanine Certificates are issuable only in minimum
            Percentage Interests corresponding to minimum initial Certificate Principal
            Balances of $25,000 and integral multiples of $1.00 in excess thereof.
            The Class
            P Certificates are issuable only in Percentage Interests corresponding
            to
            initial Certificate Principal Balances of $20 and integral multiples
            thereof.
            The Class CE Certificates are issuable only in minimum Percentage Interests
            corresponding to minimum initial Notional Balances of $10,000 and integral
            multiples of $1.00 in excess thereof; provided, however, that a single
            Certificate of each such Class of Certificates may be issued having a
            Percentage
            Interest corresponding to the remainder of the aggregate initial Notional
            Balance of such Class or to an otherwise authorized denomination for
            such Class
            plus such remainder. With respect to any Residual Certificate, the undivided
            percentage ownership in such Class evidenced by such Certificate, as
            set forth
            on the face of such Certificate. The Residual Certificates are issuable
            in
            Percentage Interests of 20% and integral multiples of 5% in excess
            thereof.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          (i) the
            Mortgage Loan identifying number;

           

          (ii) a
            code indicating the type of Prepayment Charge;

           

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

           

          (iv) the
            term of the related Prepayment Charge;

           

          (v) the
            original Stated Principal Balance of the related Mortgage Loan; and

           

          (vi) the
            Stated Principal Balance of the related Mortgage Loan as of the Cut-off
            Date.

           

          “Prepayment
            Interest Excess”:
            With respect to each Mortgage Loan that was the subject of a Principal
            Prepayment in full during the portion of the related Prepayment Period
            occurring
            between the first day of the calendar month in which such Distribution
            Date
            occurs and the Determination Date of the calendar month in which such
            Distribution Date occurs, an amount equal to interest (to the extent
            received)
            at the applicable Net Mortgage Rate on the amount of such Principal Prepayment
            for the number of days commencing on the first day of the calendar month
            in
            which such Distribution Date occurs and ending on the last date through
            which
            interest is collected from the related Mortgagor. The 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
            4.18,
            respectively of this Agreement. 

           

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

           

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

           

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

           

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

           

          “Purchase
            Price”:
            With respect to any Mortgage Loan or REO Property to be purchased pursuant
            to or
            as contemplated by Section 2.03, Section 3.13(c) or Section 10.01 of
            this
            Agreement, and as confirmed by a certification of a Servicing Officer
            to the
            Trustee, an amount equal to the sum of (i) 100% of the Stated Principal
            Balance
            thereof as of the date of purchase (or such other price as provided in
            Section
            10.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on
            such Stated
            Principal Balance at the applicable Net Mortgage Rate in effect from
            time to
            time from the Due Date as to which interest was last covered by a payment
            by the
            Mortgagor or a P&I Advance by the Servicer, which payment or P&I Advance
            had as of the date of purchase been distributed pursuant to Section 5.01,
            through the end of the calendar month in which the purchase is to be
            effected
            and (y) an REO Property, the sum of (1) accrued interest on such Stated
            Principal Balance at the applicable Net Mortgage Rate in effect from
            time to
            time from the Due Date as to which interest was last covered by a payment
            by the
            Mortgagor or a P&I Advance by the Servicer through the end of the calendar
            month immediately preceding the calendar month in which such REO Property
            was
            acquired, plus (2) REO Imputed Interest for such REO Property for each
            calendar
            month commencing with the calendar month in which such REO Property was
            acquired
            and ending with the calendar month in which such purchase is to be effected,
            net
            of the total of all net rental income, Insurance Proceeds, Liquidation
            Proceeds
            and P&I Advances that as of the date of purchase had been distributed as or
            to cover REO Imputed Interest pursuant to Section 5.01, (iii) any unreimbursed
            Servicing Advances and P&I Advances (including Nonrecoverable P&I
            Advances and Nonrecoverable Servicing Advances) and any unpaid Servicing
            Fees
            allocable to such Mortgage Loan or REO Property, (iv) any amounts previously
            withdrawn from the Collection Account pursuant to Section 3.09(a)(ix)
            and
            Section 3.13(b) and (v) in the case of a Mortgage Loan required to be
            purchased
            pursuant to Section 2.03, expenses reasonably incurred or to be incurred
            by the
            Servicer or the Trustee in respect of the breach or defect giving rise
            to the
            purchase obligation and any costs and damages incurred by the Trust Fund
            and the
            Trustee in connection with any violation by any such Mortgage Loan of
            any
            predatory or abusive lending law.

           

          “Qualified
            Substitute Mortgage Loan”:
            A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the
            terms of
            this Agreement which must, on the date of such substitution, (i) have
            an
            outstanding principal balance, after application of all scheduled payments
            of
            principal and interest due during or prior to the month of substitution,
            not in
            excess of the Scheduled Principal Balance of the Deleted Mortgage Loan
            as of the
            Due Date in the calendar month during which the substitution occurs,
            (ii) have a
            Mortgage Rate not less than (and not more than one percentage point in
            excess
            of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) if the mortgage
            loan
            is an Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate not
            less than
            the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if the mortgage
            loan is an Adjustable Rate Mortgage Loan, have a Minimum Mortgage Rate
            not less
            than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the
            mortgage
            loan is an Adjustable Rate Mortgage Loan, have a Gross Margin equal to
            the Gross
            Margin of the Deleted Mortgage Loan, (vi) if the mortgage loan is an
            Adjustable
            Rate Mortgage Loan, have a next Adjustment Date not more than two months
            later
            than the next Adjustment Date on the Deleted Mortgage Loan, (vii) have
            a
            remaining term to maturity not greater than (and not more than one year
            less
            than) that of the Deleted Mortgage Loan, (viii) have the same Due Date
            as the
            Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio
            as of the
            date of substitution equal to or lower than the Loan-to-Value Ratio of
            the
            Deleted Mortgage Loan as of such date, (x) be secured by the same lien
            priority
            on the related Mortgaged Property as the Deleted Mortgage Loan, (xi)
            have a
            credit grade at least equal to the credit grading assigned on the Deleted
            Mortgage Loan, (xii) be a “qualified mortgage” as defined in the REMIC
            Provisions and (xiii) conform to each representation and warranty set
            forth in
            Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted
            Mortgage Loan. In the event that one or more mortgage loans are substituted
            for
            one or more Deleted Mortgage Loans, the amounts described in clause (i)
            hereof
            shall be determined on the basis of aggregate principal balances, the
            Mortgage
            Rates described in clause (ii) hereof shall be determined on the basis
            of
            weighted average Mortgage Rates, the terms described in clause (vii)
            hereof
            shall be determined on the basis of weighted average remaining term to
            maturity,
            the Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied
            as
            to each such mortgage loan, the credit grades described in clause (x)
            hereof
            shall be satisfied as to each such mortgage loan and, except to the extent
            otherwise provided in this sentence, the representations and warranties
            described in clause (xii) hereof must be satisfied as to each Qualified
            Substitute Mortgage Loan or in the aggregate, as the case may be.

           

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

           

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

           

          “Realized
            Loss”:
            With respect to each Mortgage Loan as to which a Final Recovery Determination
            has been made, an amount (not less than zero), as reported by the Servicer
            to
            the Master Servicer (in substantially the form of Schedule 4 hereto)
            equal to
            (i) the unpaid principal balance of such Mortgage Loan as of the commencement
            of
            the calendar month in which the Final Recovery Determination was made,
            plus (ii)
            accrued interest from the Due Date as to which interest was last paid
            by the
            Mortgagor through the end of the calendar month in which such Final Recovery
            Determination was made, calculated in the case of each calendar month
            during
            such period (A) at an annual rate equal to the annual rate at which interest
            was
            then accruing on such Mortgage Loan and (B) on a principal amount equal
            to the
            Stated Principal Balance of such Mortgage Loan as of the close of business
            on
            the Distribution Date during such calendar month, plus (iii) any amounts
            previously withdrawn from the Collection Account in respect of such Mortgage
            Loan pursuant to Section 3.09(a)(ix) and Section 3.13(b) of this Agreement,
            minus (iv) the proceeds, if any, received in respect of such Mortgage
            Loan
            during the calendar month in which such Final Recovery Determination
            was made,
            net of amounts that are payable therefrom to the Servicer with respect
            to such
            Mortgage Loan pursuant to Section 3.09(a)(iii) of this Agreement.

           

          With
            respect to any REO Property as to which a Final Recovery Determination
            has been
            made, an amount (not less than zero) equal to (i) the unpaid principal
            balance
            of the related Mortgage Loan as of the date of acquisition of such REO
            Property
            on behalf of REMIC I, plus (ii) accrued interest from the Due Date as
            to which
            interest was last paid by the Mortgagor in respect of the related Mortgage
            Loan
            through the end of the calendar month immediately preceding the calendar
            month
            in which such REO Property was acquired, calculated in the case of each
            calendar
            month during such period (A) at an annual rate equal to the annual rate
            at which
            interest was then accruing on the related Mortgage Loan and (B) on a
            principal
            amount equal to the Stated Principal Balance of the related Mortgage
            Loan as of
            the close of business on the Distribution Date during such calendar month,
            plus
            (iii) REO Imputed Interest for such REO Property for each calendar month
            commencing with the calendar month in which such REO Property was acquired
            and
            ending with the calendar month in which such Final Recovery Determination
            was
            made, plus (iv) any amounts previously withdrawn from the Collection
            Account in
            respect of the related Mortgage Loan pursuant to Section 3.09(a)(ix)
            and Section
            3.13(b) of this Agreement, minus (v) the aggregate of all P&I Advances and
            Servicing Advances (in the case of Servicing Advances, without duplication
            of
            amounts netted out of the rental income, Insurance Proceeds and Liquidation
            Proceeds described in clause (vi) below) made by the Servicer in respect
            of such
            REO Property or the related Mortgage Loan for which the Servicer has
            been or, in
            connection with such Final Recovery Determination, will be reimbursed
            pursuant
            to Section 3.22 of this Agreement out of rental income, Insurance Proceeds
            and
            Liquidation Proceeds received in respect of such REO Property, minus
            (vi) the
            total of all net rental income, Insurance Proceeds and Liquidation Proceeds
            received in respect of such REO Property that has been, or in connection
            with
            such Final Recovery Determination, will be transferred to the Distribution
            Account pursuant to Section 3.22 of this Agreement.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “REMIC
            I Group I Regular Interests”:
            REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-42-B
            as
            designated in the Preliminary Statement hereto.

           

          “REMIC
            I Group II Regular Interests”:
            REMIC I Regular Interest II-1-A through REMIC II Regular Interest II-42-B
            as
            designated in the Preliminary Statement hereto.

           

          “REMIC
            I Regular Interest”:
            Any of the 168 separate non-certificated beneficial ownership interests
            in REMIC
            I issued hereunder and designated as a “regular interest” in REMIC I. Each REMIC
            I Regular Interest shall accrue interest at the related REMIC I Remittance
            Rate
            in effect from time to time, and shall be entitled to distributions of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto. 

           

          “REMIC
            I Remittance Rate”:
            With respect to each REMIC I Group I Regular Interest ending with the
            designation “A”, a per annum rate equal to the weighted average of the Net
            Mortgage Rates of the Group I Mortgage Loans multiplied by 2, subject
            to a
            maximum rate of 9.46%. With respect to each REMIC I Group I Regular Interest
            ending with the designation “B”, the greater of (x) a per annum rate equal to
            the excess, if any, of (i) 2 multiplied by the weighted average of the
            Net
            Mortgage Rates of the Group I Mortgage Loans over (ii) 9.46% and (y)
            0.00%. 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 Expense Adjusted
            Net
            Mortgage Rates of the Group II Mortgage Loans multiplied by 2, subject
            to a
            maximum rate of 9.46%. 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) 9.46% and (y)
            0.00%.

           

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

           

          “REMIC
            II Interest Loss Allocation Amount”:
            With respect to any Distribution Date, an amount equal to (a) the product
            of (i)
            50% of the aggregate Stated Principal Balance of the Mortgage Loans and
            REO
            Properties then outstanding and (ii) the REMIC II Remittance Rate for
            REMIC II
            Regular Interest AA minus the Marker Rate, divided by (b) 12.

           

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

           

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

           

          “REMIC
            II Principal Loss Allocation Amount”:
            With respect to any Distribution Date, an amount equal to (a) the product
            of (i)
            50% of the aggregate Stated Principal Balance of the Mortgage Loans and
            REO
            Properties then outstanding and (ii) 1 minus a fraction, the numerator
            of which
            is two times the aggregate of the Uncertificated Balances of REMIC II
            Regular
            Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
            A-2B,
            REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC
            II Regular
            Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest
            M-3,
            REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II
            Regular
            Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest
            M-8,
            REMIC II Regular Interest M-9, REMIC II Regular Interest M-10 and REMIC
            II
            Regular Interest M-11 and the denominator of which is the aggregate of
            the
            Uncertificated Balances of REMIC II Regular Interest A-1, REMIC II Regular
            Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest
            A-2C,
            REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC
            II Regular
            Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest
            M-4,
            REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II
            Regular
            Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest
            M-9,
            REMIC II Regular Interest M-9 REMIC II Regular Interest M-10, REMIC II
            Regular
            Interest M-11 and REMIC II Regular Interest ZZ.

           

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

           

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

           

          “REMIC
            II Regular Interest A-1”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest A-1 shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest A-2A”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest A-2A shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest A-2B”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest A-2B shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest A-2C”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest A-2C shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest A-2D”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest A-2D shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

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

           

          “REMIC
            II Regular Interest M-1”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest M-1 shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest M-2”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest M-2 shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest M-3”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest M-3 shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest M-4”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest M-4 shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest M-5”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC I
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest M-5 shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest M-6”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest M-6 shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest M-7”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest M-7 shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest M-8”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest M-8 shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest M-9”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest M-9 shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest M-10”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest M-10 shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

          “REMIC
            II Regular Interest M-11”:
            One of the separate non-certificated beneficial ownership interests in
            REMIC II
            issued hereunder and designated as a Regular Interest in REMIC II. REMIC
            II
            Regular Interest M-11 shall accrue interest at the related REMIC II Remittance
            Rate in effect from time to time, and shall be entitled to distributions
            of
            principal, subject to the terms and conditions hereof, in an aggregate
            amount
            equal to its initial Uncertificated Balance as set forth in the Preliminary
            Statement hereto.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “REMIC
            II Remittance Rate”:
            With respect to REMIC II Regular Interest AA, REMIC II Regular Interest
            A-1,
            REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC
            II Regular
            Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest
            M-1,
            REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II
            Regular
            Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest
            M-6,
            REMIC II Regular Interest M-7, REMIC II Regular Interest M-8, REMIC II
            Regular
            Interest M-9, REMIC II Regular Interest M-10, REMIC II Regular Interest
            M-11,
            REMIC II Regular Interest ZZ, REMIC II Regular Interest I-SUB, REMIC
            II Regular
            Interest II-SUB and REMIC II Regular Interest XX, a per annum rate (but
            not less
            than zero) equal to the weighted average of: (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

                  
	
                    1

                  	 	
                    I-1-A
                      through I-42-A

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

                  
	 	 	
                    II-1-A
                      through II-42-A

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

                  
	
                    2

                  	 	
                    I-2-A
                      through I-42-A

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

                  
	 	 	
                    II-2-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    3

                  	 	
                    I-3-A
                      through I-42-A

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

                  
	 	 	
                    II-3-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      and I-2-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      and II-2-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    4

                  	 	
                    I-4-A
                      through I-42-A

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

                  
	 	 	
                    II-4-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-3-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-3-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    5

                  	 	
                    I-5-A
                      through I-42-A

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

                  
	 	 	
                    II-5-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-4-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-4-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    6

                  	 	
                    I-6-A
                      through I-42-A

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

                  
	 	 	
                    II-6-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-5-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-5-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    7

                  	 	
                    I-7-A
                      through I-42-A

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

                  
	 	 	
                    II-7-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-6-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-6-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    8

                  	 	
                    I-8-A
                      through I-42-A

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

                  
	 	 	
                    II-8-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-7-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-7-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    9

                  	 	
                    I-9-A
                      through I-42-A

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

                  
	 	 	
                    II-9-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-8-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-8-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    10

                  	 	
                    I-10-A
                      through I-42-A

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

                  
	 	 	
                    II-10-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-9-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-9-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    11

                  	 	
                    I-11-A
                      through I-42-A

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

                  
	 	 	
                    II-11-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-10-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-10-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    12

                  	 	
                    I-12-A
                      through I-42-A

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

                  
	 	 	
                    II-12-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-11-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-11-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    13

                  	 	
                    I-13-A
                      through I-42-A

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

                  
	 	 	
                    II-13-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-12-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-12-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    14

                  	 	
                    I-14-A
                      through I-42-A

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

                  
	 	 	
                    II-14-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-13-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-13-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    15

                  	 	
                    I-15-A
                      through I-42-A

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

                  
	 	 	
                    II-15-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-14-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-14-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    16

                  	 	
                    I-16-A
                      through I-42-A

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

                  
	 	 	
                    II-16-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-15-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-15-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    17

                  	 	
                    I-17-A
                      through I-42-A

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

                  
	 	 	
                    II-17-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-16-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-16-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    18

                  	 	
                    I-18-A
                      through I-42-A

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

                  
	 	 	
                    II-18-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-17-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-17-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    19

                  	 	
                    I-19-A
                      through I-42-A

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

                  
	 	 	
                    II-19-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-18-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-18-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    20

                  	 	
                    I-20-A
                      through I-42-A

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

                  
	 	 	
                    II-20-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-19-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-19-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    21

                  	 	
                    I-21-A
                      through I-42-A

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

                  
	 	 	
                    II-21-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-20-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-20-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    22

                  	 	
                    I-22-A
                      through I-42-A

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

                  
	 	 	
                    II-22-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-21-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-21-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    23

                  	 	
                    I-23-A
                      through I-42-A

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

                  
	 	 	
                    II-23-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-22-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-22-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    24

                  	 	
                    I-24-A
                      through I-42-A

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

                  
	 	 	
                    II-24-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-23-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-23-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    25

                  	 	
                    I-25-A
                      through I-42-A

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

                  
	 	 	
                    II-25-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-24-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-24-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    26

                  	 	
                    I-26-A
                      through I-42-A

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

                  
	 	 	
                    II-26-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-25-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-25-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    27

                  	 	
                    I-27-A
                      through I-42-A

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

                  
	 	 	
                    II-27-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-26-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-26-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    28

                  	 	
                    I-28-A
                      through I-42-A

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

                  
	 	 	
                    II-28-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-27-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-27-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    29

                  	 	
                    I-29-A
                      through I-42-A

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

                  
	 	 	
                    II-29-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-28-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-28-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    30

                  	 	
                    I-30-A
                      through I-42-A

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

                  
	 	 	
                    II-30-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-29-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-29-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    31

                  	 	
                    I-31-A
                      through I-42-A

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

                  
	 	 	
                    II-31-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-30-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-30-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    32

                  	 	
                    I-32-A
                      through I-42-A

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

                  
	 	 	
                    II-32-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-31-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-31-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    33

                  	 	
                    I-33-A
                      through I-42-A

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

                  
	 	 	
                    II-33-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-32-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-32-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    34

                  	 	
                    I-34-A
                      through I-42-A

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

                  
	 	 	
                    II-34-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-33-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-33-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    35

                  	 	
                    I-35-A
                      through I-42-A

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

                  
	 	 	
                    II-35-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-34-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-34-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    36

                  	 	
                    I-36-A
                      through I-42-A

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

                  
	 	 	
                    II-36-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-35-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-35-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    37

                  	 	
                    I-37-A
                      through I-42-A

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

                  
	 	 	
                    II-37-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-36-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-36-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    38

                  	 	
                    I-38-A
                      through I-42-A

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

                  
	 	 	
                    II-38-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-37-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-37-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    39

                  	 	
                    I-39-A
                      through I-42-A

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

                  
	 	 	
                    II-39-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-38-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-38-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    40

                  	 	
                    I-40-A
                      through I-42-A

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

                  
	 	 	
                    II-40-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-39-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-39-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    41

                  	 	
                    I-41-A
                      through I-42-A

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

                  
	 	 	
                    II-41-A
                      through II-42-A

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

                  
	 	 	
                    I-1-A
                      through I-40-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-40-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    42

                  	 	
                    I-42-A
                      

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

                  
	 	 	
                    II-42-A
                      

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

                  
	 	 	
                    I-1-A
                      through I-41-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-41-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	
                    thereafter

                  	 	
                    I-1-A
                      through I-42-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	
                    II-1-A
                      through II-42-A

                  	 	
                    REMIC
                      I Remittance Rate

                  


          

          


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

           

          
            	
                    Distribution
                      Date

                  	 	
                    REMIC
                      I Regular Interest

                  	 	
                    Rate

                  
	
                    1

                  	 	
                    I-1-A
                      through I-42-A

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

                  
	 	 	 	 	 
	
                    2

                  	 	
                    I-2-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    3

                  	 	
                    I-3-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      and I-2-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    4

                  	 	
                    I-4-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-3-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    5

                  	 	
                    I-5-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-4-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    6

                  	 	
                    I-6-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-5-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    7

                  	 	
                    I-7-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-6-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    8

                  	 	
                    I-8-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-7-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    9

                  	 	
                    I-9-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-8-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    10

                  	 	
                    I-10-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-9-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    11

                  	 	
                    I-11-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-10-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    12

                  	 	
                    I-12-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-11-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    13

                  	 	
                    I-13-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-12-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    14

                  	 	
                    I-14-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-13-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    15

                  	 	
                    I-15-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-14-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    16

                  	 	
                    I-16-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-15-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    17

                  	 	
                    I-17-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-16-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    18

                  	 	
                    I-18-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-17-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    19

                  	 	
                    I-19-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-18-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    20

                  	 	
                    I-20-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-19-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    21

                  	 	
                    I-21-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-20-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    22

                  	 	
                    I-22-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-21-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    23

                  	 	
                    I-23-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-22-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    24

                  	 	
                    I-24-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-23-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    25

                  	 	
                    I-25-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-24-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    26

                  	 	
                    I-26-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-25-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    27

                  	 	
                    I-27-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-26-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    28

                  	 	
                    I-28-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-27-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    29

                  	 	
                    I-29-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-28-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    30

                  	 	
                    I-30-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-29-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    31

                  	 	
                    I-31-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-30-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    32

                  	 	
                    I-32-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-31-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    33

                  	 	
                    I-33-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-32-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    34

                  	 	
                    I-34-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-33-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    35

                  	 	
                    I-35-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-34-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    36

                  	 	
                    I-36-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-35-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    37

                  	 	
                    I-37-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-36-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    38

                  	 	
                    I-38-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-37-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    39

                  	 	
                    I-39-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-38-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    40

                  	 	
                    I-40-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-39-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    41

                  	 	
                    I-41-A
                      through I-42-A

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

                  
	 	 	
                    I-1-A
                      through I-40-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    42

                  	 	
                    I-42-A
                      

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

                  
	 	 	
                    I-1-A
                      through I-41-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    thereafter

                  	 	
                    I-1-A
                      through I-42-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: (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

                  
	
                    1

                  	 	
                    II-1-A
                      through II-42-A

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

                  
	 	 	 	 	 
	
                    2

                  	 	
                    II-2-A
                      through II-42-A

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

                  
	 	 	
                    II-1-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    3

                  	 	
                    II-3-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    4

                  	 	
                    II-4-A
                      through II-42-A

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

                  
	 	 	
                    II-1-A
                      through II-3-A

                  	 	
                    REMIC
                      I Remittance Rate

                  
	 	 	 	 	 
	
                    5

                  	 	
                    II-5-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    6

                  	 	
                    II-6-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    7

                  	 	
                    II-7-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    8

                  	 	
                    II-8-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    9

                  	 	
                    II-9-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    10

                  	 	
                    II-10-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    11

                  	 	
                    II-11-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    12

                  	 	
                    II-12-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    13

                  	 	
                    II-13-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    14

                  	 	
                    II-14-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    15

                  	 	
                    II-15-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    16

                  	 	
                    II-16-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    17

                  	 	
                    II-17-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    18

                  	 	
                    II-18-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    19

                  	 	
                    II-19-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    20

                  	 	
                    II-20-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    21

                  	 	
                    II-21-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    22

                  	 	
                    II-22-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    23

                  	 	
                    II-23-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    24

                  	 	
                    II-24-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    25

                  	 	
                    II-25-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    26

                  	 	
                    II-26-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    27

                  	 	
                    II-27-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    28

                  	 	
                    II-28-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    29

                  	 	
                    II-29-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    30

                  	 	
                    II-30-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    31

                  	 	
                    II-31-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    32

                  	 	
                    II-32-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    33

                  	 	
                    II-33-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    34

                  	 	
                    II-34-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    35

                  	 	
                    II-35-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    36

                  	 	
                    II-36-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    37

                  	 	
                    II-37-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    38

                  	 	
                    II-38-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    39

                  	 	
                    II-39-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    40

                  	 	
                    II-40-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    41

                  	 	
                    II-41-A
                      through II-42-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

                  
	 	 	 	 	 
	
                    42

                  	 	
                    II-42-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

                  
	 	 	 	 	 
	
                    thereafter

                  	 	
                    II-1-A
                      through II-42-A

                  	 	
                    REMIC
                      I Remittance Rate

                  


          

          


          With
            respect to REMIC II Regular Interest IO, and (i) the first Distribution
            Date
            through the 42nd
            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 (ii) thereafter, 0.00%. With
            respect to
            REMIC II Regular Interest P, 0.00%.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “REMIC
            Regular Interest”:
            Any REMIC I Regular Interest or REMIC II Regular Interest.

           

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

           

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

           

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

           

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

           

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

           

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

           

          “REO
            Principal Amortization”:
            With respect to any REO Property, for any calendar month, the excess,
            if any, of
            (a) the aggregate of all amounts received in respect of such REO Property
            during
            such calendar month, whether in the form of rental income, sale proceeds
            (including, without limitation, that portion of the Termination Price
            paid in
            connection with a purchase of all of the Mortgage Loans and REO Properties
            pursuant to Section 10.01 of this Agreement that is allocable to such
            REO
            Property) or otherwise, net of any portion of such amounts (i) payable
            in
            respect of the proper operation, management and maintenance of such REO
            Property
            or (ii) payable or reimbursable to the Servicer pursuant to Section 3.22(d)
            of
            this Agreement for unpaid Servicing Fees in respect of the related Mortgage
            Loan
            and unreimbursed Servicing Advances and P&I Advances in respect of such REO
            Property or the related Mortgage Loan, over (b) the REO Imputed Interest
            in
            respect of such REO Property for such calendar month.

           

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

           

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

           

          “Required
            Overcollateralization Amount”:
            With respect to any Distribution Date (i) prior to the Stepdown Date,
            the
            product of (A) 1.50% 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) 3.00% of the aggregate
            Stated
            Principal Balance of the Mortgage Loans as of the last day of the related
            Due
            Period and (y) an amount equal to the product of (A) 0.50% and (B) the
            aggregate
            principal balance of the Mortgage Loans as of the Cut-off Date, and (iii)
            on or
            after the Stepdown Date and a Trigger Event is in effect, the Required
            Overcollateralization Amount for the immediately preceding Distribution
            Date.
            Notwithstanding the foregoing, on and after any Distribution Date following
            the
            reduction of the aggregate Certificate Principal Balance of the Class
            A
            Certificates and Mezzanine Certificates to zero, the Required
            Overcollateralization Amount shall be zero.

           

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

           

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

           

          “Residential
            Dwelling”:
            Any one of the following: (i) a detached one-family dwelling, (ii) a
            detached
            two- to four-family dwelling, (iii) a one-family dwelling unit in a Fannie
            Mae
            eligible condominium project, (iv) a manufactured home, or (v) a detached
            one-family dwelling in a planned unit development, 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”:
            Has the meaning set forth in Section 3.20 of this Agreement.

           

          “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”:
            Saxon Mortgage Services, Inc., 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. on the 21st day
            of each
            month; provided that if the 21st day of a given month is a Saturday,
            the
            Servicer Remittance Date shall be the immediately preceding Business
            Day and if
            the 21st day of a given month is a Sunday or otherwise not a Business
            Day
            (except for Saturdays), the Servicer Remittance Date shall be the next
            Business
            Day.

           

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

           

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

           

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

           

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

           

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

           

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

           

          “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 performing activities addressed by the Servicing
            Criteria, unless such Person’s activities relate only to 5% or less of the
            Mortgage Loans.

           

          “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 (including the Master 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 (including the Master Servicer) and distributed pursuant to
            Section
            5.01 of this Agreement, on or before such date of determination and (ii)
            the
            aggregate amount of REO Principal Amortization in respect of such REO
            Property
            for all previously ended calendar months, to the extent distributed pursuant
            to
            Section 4.01 of this Agreement on or before such date of determination;
            and (b)
            as of any date of determination coinciding with or subsequent to the
            Distribution Date on which the proceeds, if any, of a Liquidation Event
            with
            respect to such REO Property would be distributed, zero.

           

          “Stepdown
            Date”:
            The earlier to occur of (i) the later to occur of (a) the Distribution
            Date
            occurring in February 2009 and (b) the first Distribution Date on which
            the
            Credit Enhancement Percentage (calculated for this purpose only after
            taking
            into account distributions of principal on the Mortgage Loans, but prior
            to any
            distribution of the Principal Distribution Amount to the holders of the
            Certificates then entitled to distributions of principal on such Distribution
            Date), is greater than or equal to approximately 42.40% and (ii) the
            first
            Distribution Date on which the aggregate Certificate Principal Balance
            of the
            Class A Certificates has been reduced to zero.

           

          “Subcontractor”:
            As defined in Section 3.02 of this Agreement.

           

          “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.

           

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

           

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

           

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

           

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

           

          “Swap
            Agreement”:
            The Interest Rate Swap Agreement, dated as of January 30, 2006, between
            HSBC Bank USA, National Association, as trustee on behalf of the Supplemental
            Interest Trust, and the Swap Provider, which agreement provides for Net
            Swap
            Payments and Swap Termination Payments to be paid, as provided therein,
            together
            with any schedules, confirmations or other agreements relating thereto.
            A copy
            of the Swap Agreement is attached hereto as Exhibit I. 

           

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

           

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

           

          
            
              	
                      From
                        and including:

                    	 	
                      To
                        but excluding:

                    	 	Swap
                      Notional Amount:
	
                      1/30/2006

                    	 	
                      2/25/2006

                    	 	 	
                      $

                    	
                      493,170,820.66

                    	 
	
                      2/25/2006

                    	 	
                      3/25/2006

                    	 	 	
                      $

                    	
                      483,835,599.99

                    	 
	
                      3/25/2006

                    	 	
                      4/25/2006

                    	 	 	
                      $

                    	
                      473,180,426.09

                    	 
	
                      4/25/2006

                    	 	
                      5/25/2006

                    	 	 	
                      $

                    	
                      461,243,495.38

                    	 
	
                      5/25/2006

                    	 	
                      6/25/2006

                    	 	 	
                      $

                    	
                      448,074,867.45

                    	 
	
                      6/25/2006

                    	 	
                      7/25/2006

                    	 	 	
                      $

                    	
                      433,738,140.19

                    	 
	
                      7/25/2006

                    	 	
                      8/25/2006

                    	 	 	
                      $

                    	
                      418,338,956.35

                    	 
	
                      8/25/2006

                    	 	
                      9/25/2006

                    	 	 	
                      $

                    	
                      402,007,921.51

                    	 
	
                      9/25/2006

                    	 	
                      10/25/2006

                    	 	 	
                      $

                    	
                      385,140,827.31

                    	 
	
                      10/25/2006

                    	 	
                      11/25/2006

                    	 	 	
                      $

                    	
                      368,966,512.53

                    	 
	
                      11/25/2006

                    	 	
                      12/25/2006

                    	 	 	
                      $

                    	
                      353,472,178.12

                    	 
	
                      12/25/2006

                    	 	
                      1/25/2007

                    	 	 	
                      $

                    	
                      338,629,343.24

                    	 
	
                      1/25/2007

                    	 	
                      2/25/2007

                    	 	 	
                      $

                    	
                      324,410,581.53

                    	 
	
                      2/25/2007

                    	 	
                      3/25/2007

                    	 	 	
                      $

                    	
                      310,789,622.49

                    	 
	
                      3/25/2007

                    	 	
                      4/25/2007

                    	 	 	
                      $

                    	
                      297,741,302.63

                    	 
	
                      4/25/2007

                    	 	
                      5/25/2007

                    	 	 	
                      $

                    	
                      285,233,673.14

                    	 
	
                      5/25/2007

                    	 	
                      6/25/2007

                    	 	 	
                      $

                    	
                      273,195,799.14

                    	 
	
                      6/25/2007

                    	 	
                      7/25/2007

                    	 	 	
                      $

                    	
                      261,019,481.54

                    	 
	
                      7/25/2007

                    	 	
                      8/25/2007

                    	 	 	
                      $

                    	
                      249,021,222.28

                    	 
	
                      8/25/2007

                    	 	
                      9/25/2007

                    	 	 	
                      $

                    	
                      232,405,131.39

                    	 
	
                      9/25/2007

                    	 	
                      10/25/2007

                    	 	 	
                      $

                    	
                      195,026,717.76

                    	 
	
                      10/25/2007

                    	 	
                      11/25/2007

                    	 	 	
                      $

                    	
                      164,077,802.44

                    	 
	
                      11/25/2007

                    	 	
                      12/25/2007

                    	 	 	
                      $

                    	
                      138,624,822.44

                    	 
	
                      12/25/2007

                    	 	
                      1/25/2008

                    	 	 	
                      $

                    	
                      119,843,370.76

                    	 
	
                      1/25/2008

                    	 	
                      2/25/2008

                    	 	 	
                      $

                    	
                      114,088,521.80

                    	 
	
                      2/25/2008

                    	 	
                      3/25/2008

                    	 	 	
                      $

                    	
                      108,756,918.50

                    	 
	
                      3/25/2008

                    	 	
                      4/25/2008

                    	 	 	
                      $

                    	
                      103,676,905.52

                    	 
	
                      4/25/2008

                    	 	
                      5/25/2008

                    	 	 	
                      $

                    	
                      98,836,538.26

                    	 
	
                      5/25/2008

                    	 	
                      6/25/2008

                    	 	 	
                      $

                    	
                      94,224,399.96

                    	 
	
                      6/25/2008

                    	 	
                      7/25/2008

                    	 	 	
                      $

                    	
                      89,829,657.28

                    	 
	
                      7/25/2008

                    	 	
                      8/25/2008

                    	 	 	
                      $

                    	
                      85,642,003.43

                    	 
	
                      8/25/2008

                    	 	
                      9/25/2008

                    	 	 	
                      $

                    	
                      81,651,573.18

                    	 
	
                      9/25/2008

                    	 	
                      10/25/2008

                    	 	 	
                      $

                    	
                      77,849,272.99

                    	 
	
                      10/25/2008

                    	 	
                      11/25/2008

                    	 	 	
                      $

                    	
                      74,226,505.09

                    	 
	
                      11/25/2008

                    	 	
                      12/25/2008

                    	 	 	
                      $

                    	
                      70,774,107.29

                    	 
	
                      12/25/2008

                    	 	
                      1/25/2009

                    	 	 	
                      $

                    	
                      67,483,990.83

                    	 
	
                      1/25/2009

                    	 	
                      2/25/2009

                    	 	 	
                      $

                    	
                      64,348,465.22

                    	 
	
                      2/25/2009

                    	 	
                      3/25/2009

                    	 	 	
                      $

                    	
                      61,360,199.25

                    	 
	
                      3/25/2009

                    	 	
                      4/25/2009

                    	 	 	
                      $

                    	
                      58,512,216.56

                    	 
	
                      4/25/2009

                    	 	
                      5/25/2009

                    	 	 	
                      $

                    	
                      55,797,892.91

                    	 
	
                      5/25/2009

                    	 	
                      6/25/2009

                    	 	 	
                      $

                    	
                      53,210,879.95

                    	 
	
                      6/25/2009

                    	 	
                      7/25/2009

                    	 	 	
                      $

                    	
                      50,745,152.52

                    	 


            

          

           

           

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

           

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

           

          “Swap
            Termination Payment”:
            Upon the designation of an “Early Termination Date” as defined in the Swap
            Agreement, the payment to be made by the 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.

           

          “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.

           

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

           

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

           

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

           

          “Trigger
            Event”:
            A Trigger Event has occurred with respect to a Distribution Date if either
            (x)
            the Delinquency Percentage exceeds 39.00% of the Credit Enhancement Percentage
            with respect to such Distribution Date or (y) the aggregate amount of
            Realized
            Losses incurred since the Cut-off Date through the last day of the related
            Due
            Period divided by the aggregate principal balance of the Mortgage Loans
            as of
            the Cut-off Date exceeds the applicable percentages set forth below with
            respect
            to such Distribution Date:

           

          
            	
                    Distribution
                      Date

                  	 	
                    Percentage

                  
	
                    February
                      2008 to January 2009

                  	 	
                    1.90%
                      plus 1/12 of 1.10% for each month thereafter

                  
	
                    February
                      2009 to January 2010

                  	 	
                    3.00%
                      plus 1/12 of 1.00% for each month thereafter

                  
	
                    February
                      2010 to January 2011

                  	 	
                    4.00%
                      plus 1/12 of 0.75% for each month thereafter

                  
	
                    February
                      2011 to January 2012

                  	 	
                    4.75%
                      plus 1/12 of 0.15% for each month thereafter

                  
	
                    February
                      2012 and thereafter

                  	 	
                    4.90%

                  


          

          


          “Trust”:
            ACE Securities Corp., Home Equity Loan Trust, Series 2006-ASAP1, 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. For
            avoidance
            of doubt, the Trust Fund does not include the Supplemental Interest
            Trust.

           

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

           

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

           

          “Uncertificated
            Balance”:
            The amount of the REMIC Regular Interests outstanding as of any date
            of
            determination. As of the Closing Date, the Uncertificated Balance of
            each REMIC
            Regular Interest shall equal the amount set forth in the Preliminary
            Statement
            hereto as its initial uncertificated balance. On each Distribution Date,
            the
            Uncertificated Balance of the REMIC Regular Interest shall be reduced
            by all
            distributions of principal made on such REMIC Regular Interest on such
            Distribution Date pursuant to Section 5.01 and, if and to the extent
            necessary
            and appropriate, shall be further reduced on such Distribution Date by
            Realized
            Losses as provided in Section 5.04 and the Uncertificated Balance of
            REMIC II
            Regular Interest ZZ shall be increased by interest deferrals as provided
            in
            Section 5.01. The Uncertificated Balance of each REMIC Regular Interest
            shall
            never be less than zero.

           

          “Uncertificated
            Interest”:
            With respect to any REMIC Regular Interest for any Distribution Date,
            one
            month’s interest at the related REMIC Remittance Rate applicable to such REMIC
            Regular Interest for such Distribution Date, accrued on the Uncertificated
            Balance thereof immediately prior to such Distribution Date. Uncertificated
            Interest in respect of the REMIC Regular Interests shall accrue on the
            basis of
            a 360-day year consisting of twelve 30-day months. Uncertificated Interest
            with
            respect to each Distribution Date, as to any REMIC Regular Interest,
            shall be
            reduced by an amount equal to the sum of (a) the aggregate Prepayment
            Interest
            Shortfall, if any, for such Distribution Date to the extent not covered
            by
            payments pursuant to Section 3.23 or Section 4.18 of this Agreement and
            (b) the
            aggregate amount of any Relief Act Interest Shortfall, if any allocated,
            in each
            case, to such REMIC Regular Interest or REMIC Regular Interest pursuant
            to
            Section 1.02. In addition, Uncertificated Interest with respect to each
            Distribution Date, as to any REMIC Regular Interest, shall be reduced
            by
            Realized Losses, if any, allocated to such REMIC Regular Interest pursuant
            to
            Section 1.02 and Section 5.04.

           

          Uncertificated
            Notional Amount”:
            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

                  
	
                    1

                  	 	
                    I-1-A
                      through I-42-A and II-1-A through II-42-A 

                  
	
                    2

                  	 	
                    I-2-A
                      through I-42-A and II-2-A through II-42-A 

                  
	
                    3

                  	 	
                    I-3-A
                      through I-42-A and II-3-A through II-42-A 

                  
	
                    4

                  	 	
                    I-4-A
                      through I-42-A and II-4-A through II-42-A 

                  
	
                    5

                  	 	
                    I-5-A
                      through I-42-A and II-5-A through II-42-A 

                  
	
                    6

                  	 	
                    I-6-A
                      through I-42-A and II-6-A through II-42-A 

                  
	
                    7

                  	 	
                    I-7-A
                      through I-42-A and II-7-A through II-42-A 

                  
	
                    8

                  	 	
                    I-8-A
                      through I-42-A and II-8-A through II-42-A

                  
	
                    9

                  	 	
                    I-9-A
                      through I-42-A and II-9-A through II-42-A 

                  
	
                    10

                  	 	
                    I-10-A
                      through I-42-A and II-10-A through II-42-A 

                  
	
                    11

                  	 	
                    I-11-A
                      through I-42-A and II-11-A through II-42-A 

                  
	
                    12

                  	 	
                    I-12-A
                      through I-42-A and II-12-A through II-42-A 

                  
	
                    13

                  	 	
                    I-13-A
                      through I-42-A and II-13-A through II-42-A 

                  
	
                    14

                  	 	
                    I-14-A
                      through I-42-A and II-14-A through II-42-A 

                  
	
                    15

                  	 	
                    I-15-A
                      through I-42-A and II-15-A through II-42-A 

                  
	
                    16

                  	 	
                    I-16-A
                      through I-42-A and II-16-A through II-42-A 

                  
	
                    17

                  	 	
                    I-17-A
                      through I-42-A and II-17-A through II-42-A 

                  
	
                    18

                  	 	
                    I-18-A
                      through I-42-A and II-18-A through II-42-A 

                  
	
                    19

                  	 	
                    I-19-A
                      through I-42-A and II-19-A through II-42-A 

                  
	
                    20

                  	 	
                    I-20-A
                      through I-42-A and II-20-A through II-42-A 

                  
	
                    21

                  	 	
                    I-21-A
                      through I-42-A and II-21-A through II-42-A 

                  
	
                    22

                  	 	
                    I-22-A
                      through I-42-A and II-22-A through II-42-A 

                  
	
                    23

                  	 	
                    I-23-A
                      through I-42-A and II-23-A through II-42-A 

                  
	
                    24

                  	 	
                    I-24-A
                      through I-42-A and II-24-A through II-42-A 

                  
	
                    25

                  	 	
                    I-25-A
                      through I-42-A and II-25-A through II-42-A 

                  
	
                    26

                  	 	
                    I-26-A
                      through I-42-A and II-26-A through II-42-A 

                  
	
                    27

                  	 	
                    I-27-A
                      through I-42-A and II-27-A through II-42-A 

                  
	
                    28

                  	 	
                    I-28-A
                      through I-42-A and II-28-A through II-42-A 

                  
	
                    29

                  	 	
                    I-29-A
                      through I-42-A and II-29-A through II-42-A

                  
	
                    30

                  	 	
                    I-30-A
                      through I-42-A and II-30-A through II-42-A 

                  
	
                    31

                  	 	
                    I-31-A
                      through I-42-A and II-31-A through II-42-A 

                  
	
                    32

                  	 	
                    I-32-A
                      through I-42-A and II-32-A through II-42-A 

                  
	
                    33

                  	 	
                    I-33-A
                      through I-42-A and II-33-A through II-42-A 

                  
	
                    34

                  	 	
                    I-34-A
                      through I-42-A and II-34-A through II-42-A 

                  
	
                    35

                  	 	
                    I-35-A
                      through I-42-A and II-35-A through II-42-A 

                  
	
                    36

                  	 	
                    I-36-A
                      through I-42-A and II-36-A through II-42-A 

                  
	
                    37

                  	 	
                    I-37-A
                      through I-42-A and II-37-A through II-42-A 

                  
	
                    38

                  	 	
                    I-38-A
                      through I-42-A and II-38-A through II-42-A 

                  
	
                    39

                  	 	
                    I-39-A
                      through I-42-A and II-39-A through II-42-A 

                  
	
                    40

                  	 	
                    I-40-A
                      through I-42-A and II-40-A through II-42-A 

                  
	
                    41

                  	 	
                    I-41-A
                      through I-42-A and II-41-A through II-42-A 

                  
	
                    42

                  	 	
                    I-42-A
                      and II-42-A 

                  
	
                    thereafter

                  	 	
                    $0.00

                  


          

          


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

           

          “Uninsured
            Cause”:
            Any cause of damage to a Mortgaged Property such that the complete restoration
            of such property is not fully reimbursable by the hazard insurance policies
            required to be maintained pursuant to Section 3.11.

           

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

           

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

           

          “Verification
            Report”:
            As defined in Section 4.19. 

           

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

           

          “Wells
            Fargo”:
            Wells Fargo Bank, National Association, or any successor thereto.

           

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

           

          SECTION
            1.02. Allocation
            of Certain Interest Shortfalls.

           

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

           

          For
            purposes of calculating the amount of Uncertificated Interest for the
            REMIC I
            Group I Regular Interests for any Distribution Date, the aggregate amount
            of any
            Prepayment Interest Shortfalls (to the extent not covered by payments
            by the
            Servicer pursuant to Section 3.23 of this Agreement or the Master Servicer
            pursuant to Section 4.18) and any Relief Act Interest Shortfalls incurred
            in
            respect of Group I Mortgage Loans shall be allocated first, to the REMIC
            I Group
            I Regular Interests ending with the designation “B”, pro
            rata
            based on, and to the extent of, one month’s interest at the then applicable
            respective REMIC I Remittance Rates on the respective Uncertificated
            Principal
            Balances of each such REMIC I Regular Interest, and then, to REMIC I
            Group I
            Regular Interests ending with the designation “A”, pro rata based on, and to the
            extent of, one month’s interest at the then applicable respective REMIC I
            Remittance Rates on the respective Uncertificated Balances of each such
            REMIC I
            Regular Interest. 

           

          For
            purposes of calculating the amount of Uncertificated Interest for the
            REMIC I
            Group II Regular Interests for any Distribution Date, the aggregate amount
            of
            any Prepayment Interest Shortfalls (to the extent not covered by payments
            by the
            Servicer pursuant to Section 3.23 of this Agreement or the Master Servicer
            pursuant to Section 4.18) and any Relief Act Interest Shortfalls incurred
            in
            respect of Group II Mortgage Loans shall be allocated first, to the REMIC
            I
            Group II Regular Interests ending with the designation “B”, pro
            rata
            based on, and to the extent of, one month’s interest at the then applicable
            respective REMIC I Remittance Rates on the respective Uncertificated
            Principal
            Balances of each such REMIC I Regular Interest , and then, to REMIC I
            Group II
            Regular Interests ending with the designation “A”, pro rata based on, and to the
            extent of, one month’s interest at the then applicable respective REMIC I
            Remittance Rates on the respective Uncertificated Balances of each such
            REMIC I
            Regular Interest. 

           

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

           

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

           

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

           

          ARTICLE
            II

           

          CONVEYANCE
            OF MORTGAGE LOANS;

          ORIGINAL
            ISSUANCE OF CERTIFICATES

           

          SECTION
            2.01. Conveyance
            of the Mortgage Loans.

           

          The
            Depositor, concurrently with the execution and delivery hereof, does
            hereby
            transfer, assign, set over and otherwise convey to the Trustee, on behalf
            of the
            Trust, without recourse, for the benefit of the Certificateholders, all
            the
            right, title and interest of the Depositor, including any security interest
            therein for the benefit of the Depositor, in and to the Mortgage Loans
            identified on the Mortgage Loan Schedule, the rights of the Depositor
            under the
            Mortgage Loan Purchase Agreement (including, without limitation the right
            to
            enforce the obligations of the other parties thereto thereunder), the
            right to
            any Net Swap Payment and any Swap Termination Payment made by the Swap
            Provider,
            and all other assets included or to be included in REMIC I. Such assignment
            includes all interest and principal received by the Depositor and the
            Servicer
            on or with respect to the Mortgage Loans (other than payments of principal
            and
            interest due on such Mortgage Loans on or before the Cut-off Date). The
            Depositor herewith delivers to the Trustee an executed copy of the Mortgage
            Loan
            Purchase Agreement.

           

          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.

           

          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))
            and
            (ii) Qualified Substitute Mortgage Loans (which, by definition as set
            forth
            herein and referred to in the Mortgage Loan Purchase Agreement, are required
            to
            conform to, among other representations and warranties, the representation
            and
            warranty of the Sponsor that no Qualified Substitute Mortgage Loan is
            a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
            November 27, 2003 or as defined in the New Mexico Home Loan Protection
            Act
            effective January 1, 2004, as defined in the Massachusetts Predatory
            Home Loan
            Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C)
            or as
            defined in the Indiana Home Loan Practices Act, effective January 1,
            2005 (Ind.
            Code Ann. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee
            on
            behalf of the Trust understand and agree that it is not intended that
            any
            mortgage loan be included in the Trust that is a “High-Cost Home Loan” as
            defined in the New Jersey Home Ownership Act effective November 27, 2003,
            as
            defined in the New Mexico Home Loan Protection Act effective January
            1, 2004, as
            defined in the Massachusetts Predatory Home Loan Practices Act, effective
            November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana
            Home
            Loan Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections
            24-9-1
            through 24-9-9).

           

          SECTION
            2.02. Acceptance
            of REMIC I by Trustee.

           

          The
            Trustee acknowledges receipt, subject to the provisions of Section 2.01
            hereof
            and Section 2 of the related Custodial Agreement, of the Mortgage Loan
            Documents
            and all other assets included in the definition of “REMIC I” under clauses (i),
            (iii), (iv) and (v) (to the extent of amounts deposited into the Distribution
            Account) and declares that it holds (or the applicable Custodian on its
            behalf
            holds) and will hold such documents and the other documents delivered
            to it
            constituting a Mortgage Loan Document, and that it holds (or the applicable
            Custodian on its behalf holds) or will hold all such assets and such
            other
            assets included in the definition of “REMIC I” in trust for the exclusive use
            and benefit of all present and future Certificateholders.

           

          SECTION
            2.03. Repurchase
            or Substitution of Mortgage Loans.

           

          (a) Upon
            discovery or receipt of notice of any materially defective document in,
            or that
            a document is missing from, a Mortgage File or of a breach by the Sponsor
            of any
            representation, warranty or covenant under the Mortgage Loan Purchase
            Agreement
            in respect of any Mortgage Loan that materially and adversely affects
            the value
            of such Mortgage Loan or the interest therein of the Certificateholders,
            the
            Trustee shall promptly notify the Sponsor and the Servicer of such defect,
            missing document or breach and request that the Sponsor deliver such
            missing
            document, cure such defect or breach within sixty (60) days from the
            date the
            Sponsor was notified of such missing document, defect or breach, and
            if the
            Sponsor does not deliver such missing document or cure such defect or
            breach in
            all material respects during such period, the Trustee shall enforce the
            obligations of the Sponsor under the Mortgage Loan Purchase Agreement
            to
            repurchase such Mortgage Loan from REMIC I at the Purchase Price within
            ninety
            (90) days after the date on which the Sponsor was notified of such missing
            document, defect or breach, if and to the extent that the Sponsor is
            obligated
            to do so under the Mortgage Loan Purchase Agreement. The Purchase Price
            for the
            repurchased Mortgage Loan shall be remitted to the Servicer for deposit
            in the
            Collection Account and the Trustee, upon receipt of written certification
            from
            the Servicer of such deposit, shall release or cause the applicable Custodian
            (upon receipt of a request for release in the form attached to the related
            Custodial Agreement) to release to the Sponsor the related Mortgage File
            and the
            Trustee shall execute and deliver such instruments of transfer or assignment,
            in
            each case without recourse, representation or warranty, as the Sponsor
            shall
            furnish to it and as shall be necessary to vest in the Sponsor any Mortgage
            Loan
            released pursuant hereto, and the Trustee shall not have any further
            responsibility with regard to such Mortgage File. In lieu of repurchasing
            any
            such Mortgage Loan as provided above, if so provided in the Mortgage
            Loan
            Purchase Agreement, the Sponsor may cause such Mortgage Loan to be removed
            from
            REMIC I (in which case it shall become a Deleted Mortgage Loan) and substitute
            one or more Qualified Substitute Mortgage Loans in the manner and subject
            to the
            limitations set forth in Section 2.03(b). It is understood and agreed
            that the
            obligation of the Sponsor to cure or to repurchase (or to substitute
            for) any
            Mortgage Loan as to which a document is missing, a material defect in
            a
            constituent document exists or as to which such a breach has occurred
            and is
            continuing shall constitute the sole remedy respecting such omission,
            defect or
            breach available to the Trustee and the Certificateholders. Notwithstanding
            anything to the contrary contained herein, any breach of a representation
            or
            warranty contained in clauses (xxxiv), (xxxviii), (xxxix), (xl), (xli),
            (xlvi),
            (xlvii) and/or (lvi) of Section 6 of the Mortgage Loan Purchase Agreement
            shall
            be automatically deemed to affect materially and adversely the interests
            of the
            Certificateholders.

           

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

           

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

           

          As
            to any Deleted Mortgage Loan for which the Sponsor substitutes a Qualified
            Substitute Mortgage Loan or Loans, such substitution shall be effected
            by the
            Sponsor delivering to the Trustee or the applicable Custodian on behalf
            of the
            Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
            Note, the Mortgage, the Assignment to the Trustee, and such other documents
            and
            agreements, with all necessary endorsements thereon, as are required
            by Section
            2 of the Custodial Agreements, 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 Custodial Agreements, 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 Custodial Agreement with respect to such Qualified Substitute Mortgage
            Loan
            or Loans, with any applicable exceptions noted thereon. Monthly Payments
            due
            with respect to Qualified Substitute Mortgage Loans in the month of substitution
            are not part of REMIC I and will be retained by the Sponsor. For the
            month of
            substitution, distributions to Certificateholders will reflect the Monthly
            Payment due on such Deleted Mortgage Loan on or before the Due Date in
            the month
            of substitution, and the Sponsor shall thereafter be entitled to retain
            all
            amounts subsequently received in respect of such Deleted Mortgage Loan.
            The
            Depositor shall give or cause to be given written notice to the
            Certificateholders that such substitution has taken place, shall amend
            the
            Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage
            Loan from
            the terms of this Agreement and the substitution of the Qualified Substitute
            Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage
            Loan
            Schedule to the Trustee and the Servicer. Upon such substitution, such
            Qualified
            Substitute Mortgage Loan or Loans shall constitute part of the Trust
            Fund and
            shall be subject in all respects to the terms of this Agreement and the
            Mortgage
            Loan Purchase Agreement, including all applicable representations and
            warranties
            thereof included herein or in the Mortgage Loan Purchase Agreement.

           

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

           

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

           

          (c) Upon
            discovery by the Depositor, the Sponsor, the Servicer or the Trustee
            that any
            Mortgage Loan does not constitute a “qualified mortgage” within the meaning of
            Section 860G(a)(3) of the Code, the party discovering such fact shall
            within two
            (2) Business Days give written notice thereof to the other parties. In
            connection therewith, the Sponsor shall repurchase or substitute one
            or more
            Qualified Substitute Mortgage Loans for the affected Mortgage Loan within
            ninety
            (90) days of the earlier of discovery or receipt of such notice with
            respect to
            such affected Mortgage Loan. Such repurchase or substitution shall be
            made by
            (i) the Sponsor if the affected Mortgage Loan’s status as a non-qualified
            mortgage is or results from a breach of any representation, warranty
            or covenant
            made by the Sponsor under the Mortgage Loan Purchase Agreement or (ii)
            the
            Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage
            does not result from a breach of a representation or warranty. Any such
            repurchase or substitution shall be made in the same manner as set forth
            in
            Section 2.03(a). The Trustee shall reconvey to the Sponsor the Mortgage
            Loan to
            be released pursuant hereto in the same manner, and on the same terms
            and
            conditions, as it would a Mortgage Loan repurchased for breach of a
            representation or warranty.

           

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

           

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

           

          SECTION
            2.04. Representations
            and Warranties of the Master Servicer.

           

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

           

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

           

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

           

          (iii) The
            execution and delivery of this Agreement by the Master Servicer, the
            consummation by the Master Servicer of any other of the transactions
            herein
            contemplated, and the fulfillment of or compliance with the terms hereof
            are in
            the ordinary course of business of the Master Servicer and will not (A)
            result
            in a breach of any term or provision of 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; and

           

          (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.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          (b) Notwithstanding
            anything to the contrary contained in this Agreement, if the covenant
            of the
            Servicer set forth in Section 2.05(a)(x) above is breached, the Servicer
            will
            pay the amount of such waived Prepayment Charge, from its own funds without
            any
            right of reimbursement, for the benefit of the Holders of the Class P
            Certificates, by depositing such amount into the Collection Account within
            90
            days of the earlier of discovery by the Servicer or receipt of notice
            by the
            Servicer of such breach. Furthermore, notwithstanding any other provisions
            of
            this Agreement, any payments made by the Servicer in respect of any waived
            Prepayment Charges pursuant to this paragraph shall be deemed to be paid
            outside
            of the Trust Fund. 

           

          (c) It
            is understood and agreed that the representations, warranties and covenants
            set
            forth in this Section 2.05 shall survive the resignation or termination
            of the
            parties hereto, the termination of this Agreement and the delivery of
            the
            Mortgage Files to the related Custodian and shall inure to the benefit
            of the
            Trustee, the Master Servicer, the Securities Administrator, the Depositor,
            the
            Certificateholders. Upon discovery by any such Person or the Servicer
            of a
            breach of any of the foregoing representations, warranties and covenants
            which
            materially and adversely affects the value of any Mortgage Loan, Prepayment
            Charge or the interests therein of the Certificateholders, the party
            discovering
            such breach shall give prompt written notice (but in no event later than
            two (2)
            Business Days following such discovery) to the Trustee. Subject to Section
            8.01,
            unless such breach shall not be susceptible of cure within ninety (90)
            days, the
            obligation of the Servicer set forth in Section 2.03(e) to cure breaches
            shall
            constitute the sole remedy against the Servicer available to the
            Certificateholders, the Depositor or the Trustee on behalf of the
            Certificateholders respecting a breach of the representations, warranties
            and
            covenants contained in this Section 2.05.

           

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

           

          The
            Trustee acknowledges the assignment to it of the Mortgage Loans and the
            delivery
            to the applicable Custodian on its behalf of the Mortgage Loan Documents,
            subject to the provisions of Section 2.01 and Section 2.02 hereof and
            Section 2
            of the related Custodial Agreement, together with the assignment to it
            of all
            other assets included in REMIC I, the receipt of which is hereby acknowledged.
            The interests evidenced by the Class R-I Interest, together with the
            REMIC I
            Regular Interests, constitute the entire beneficial ownership interest
            in REMIC
            I. The rights of the Holders of the Class R-I Interest and REMIC I (as
            holder of
            the REMIC I Regular Interests) to receive distributions from the proceeds
            of
            REMIC I in respect of the Class R-I Interest and the REMIC I Regular
            Interests,
            respectively, and all ownership interests evidenced or constituted by
            the Class
            R-I Interest and the REMIC I Regular Interests, shall be as set forth
            in this
            Agreement.

           

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

           

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

           

          SECTION
            2.08. Issuance
            of 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-ASAP1” and does hereby appoint HSBC Bank USA, National Association as
            Trustee in accordance with the provisions of this Agreement.

           

          SECTION
            2.10. Purpose
            and Powers of the Trust.

           

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

           

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

           

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

           

          (c) to
            make payments on the Certificates;

           

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

           

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

           

          The
            trust is hereby authorized to engage in the foregoing activities. The
            Trustee
            shall not cause the trust to engage in any activity other than in connection
            with the foregoing or other than as required or authorized by the terms
            of this
            Agreement 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.

           

          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. 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, such Servicer shall not have any
            liability
            or obligation with respect to such difference, 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.

           

          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.

           

          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. 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 such Servicer
            prior to
            the Cut-off Date and/or (b) the Depositor with respect to any Mortgage
            Loans
            that were transferred to the Servicer after the Cut-off Date, as applicable,
            (2)
            the aggregate Pre-Cut-off Date Advances reimbursable hereunder with respect
            to
            such Mortgage Loan shall not exceed the amount of Pre-Cut-off Date Advances
            for
            such Mortgage Loan shown on the Servicing Advance Schedule delivered
            to the
            Master Servicer, (3) the Depositor shall be deemed to have agreed with
            and
            approved the Pre-Cut-off Date Advances shown on any Servicing Advance
            Schedule
            furnished to the Master Servicer, and (4) the Master Servicer will have
            no
            liability to the Depositor, the Servicer or any other Person, including
            any
            Certificateholder, for approving reimbursement of related Pre-Cut-off
            Date
            Advances so long as the aggregate amount of such advances reimbursed
            hereunder
            does not exceed of the amount of Pre-Cut-off Date Advances for such Mortgage
            Loan shown on the Servicing Advance Schedule.

           

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

           

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

           

          From
            and after the Closing Date, the Servicer will fully furnish, in accordance
            with
            the Fair Credit Reporting Act and its implementing regulations, accurate
            and
            complete information (e.g., favorable and unfavorable) on its borrower
            credit
            files to Equifax, Experian and Trans Union Credit Information Company
            or their
            successors on a monthly basis.

           

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

           

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

           

          (b) Notwithstanding
            the foregoing, the Servicer shall be entitled to outsource one or more
            separate
            servicing functions to a Person (each, an “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. 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 3.17, 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 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 Section 3.17, 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 or Subcontractor regardless of whether such
            payments
            are remitted by the Sub-Servicer or Subcontractor 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
            by
            any successor to the Servicer (which may be the Master Servicer) without
            fee, 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).

           

          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 or Subcontractor, as applicable,
            and the Servicer 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 (which may be the Master 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 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).

           

          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 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) 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 (v)
            clear and terminate the Servicing Account at the termination of the Servicer’s
            obligations and responsibilities in respect of the Mortgage Loans under
            this
            Agreement in accordance with Article X. As part of its servicing duties,
            the
            Servicer shall pay to the Mortgagors interest on funds in Servicing Accounts,
            to
            the extent required by law and, to the extent that interest earned on
            funds in
            the Servicing Accounts is insufficient, to pay such interest from its
            own funds,
            without any reimbursement therefor. Notwithstanding the foregoing, the
            Servicer
            shall not be obligated to collect Escrow Payments if the related Mortgage
            Loan
            does not require such payments but the Servicer shall nevertheless be
            obligated
            to make Servicing Advances as provided in Section 3.01 and Section 3.11.
            In the
            event the Servicer shall deposit in the Servicing Accounts any amount
            not
            required to be deposited therein, it may at any time withdraw such amount
            from
            the Servicing Accounts, any provision to the contrary
            notwithstanding.

           

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

           

          SECTION
            3.08. Collection
            Account and Distribution Account.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          The
            foregoing requirements for deposit in the Collection Account shall be
            exclusive,
            it being understood and agreed that, without limiting the generality
            of the
            foregoing, 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 compensation.
            In the
            event the Servicer shall deposit in the Collection Account any amount
            not
            required to be deposited therein, it may at any time withdraw such amount
            from
            the Collection Account, any provision herein to the contrary
            notwithstanding.

           

          (b) On
            behalf of the Trust Fund, the Securities Administrator shall establish
            and
            maintain one or more accounts (such account or accounts, the “Distribution
            Account”), held in trust for the benefit of the Trustee, the Trust Fund and the
            Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver
            to
            the Securities Administrator in immediately available funds for deposit
            in the
            Distribution Account on or before 12:00 noon New York time on the Servicer
            Remittance Date, that portion of the Available Distribution Amount (calculated
            without regard to the references in clause (2) of the definition thereof
            to
            amounts that may be withdrawn from the Distribution Account) for the
            related
            Distribution Date then on deposit in the Collection Account and the amount
            of
            all Prepayment Charges collected by the Servicer in connection with the
            Principal Prepayment of any of the Mortgage Loans then on deposit in
            the
            Collection Account and the amount of any funds reimbursable to an Advance
            Financing Person pursuant to Section 3.26. If the balance on deposit
            in a
            Collection Account exceeds $100,000 as of the commencement of business
            on any
            Business Day and the Collection Account constitutes an Eligible Account
            solely
            pursuant to clause (ii) of the definition of “Eligible Account,” the Servicer
            shall, on or before 5:00 p.m. New York time on such Business Day, withdraw
            from
            the Collection Account any and all amounts payable or reimbursable to
            the
            Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
            Administrator or the Sponsor pursuant to Section 3.09 and shall pay such
            amounts
            to the Persons entitled thereto or shall establish a separate Collection
            Account
            (which shall also be an Eligible Account) and withdraw from the existing
            Collection Account the amount on deposit therein in excess of $100,000
            and
            deposit such excess in the newly created Collection Account.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          (iv) to
            pay to itself as servicing compensation (in addition to the Servicing
            Fee) 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
            related
            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 3.06(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;

           

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

           

          (viii) to
            reimburse itself or the Trustee, as the case may be, for expenses reasonably
            incurred in respect of the breach or defect giving rise to the purchase
            obligation under Section 2.03 of this Agreement that were included in
            the
            Purchase Price of the related Mortgage Loan, including any expenses arising
            out
            of the enforcement of the purchase obligation;

           

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

           

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

           

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

           

          The
            Servicer shall keep and maintain separate accounting, on a Mortgage Loan
            by
            Mortgage Loan basis, for the purpose of justifying any withdrawal from
            the
            Collection Account, to the extent held by or on behalf of it, pursuant
            to
            subclauses (ii), (iii), (v), (vi), (vii), (viii), (ix) and (x)
            above.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          SECTION
            3.10. Investment
            of Funds in the Investment Accounts.

           

          (a) The
            Servicer may direct, by means of written directions (which may be standing
            directions), any depository institution maintaining the Collection Account
            to
            invest the funds in the Collection Account (for purposes of this Section
            3.10,
            an “Investment Account”) in one or more Permitted Investments bearing interest
            or sold at a discount, and maturing, unless payable on demand, (i) no
            later than
            the Business Day immediately preceding the date on which such funds are
            required
            to be withdrawn from such account pursuant to this Agreement, if a Person
            other
            than the Securities Administrator is the obligor thereon, and (ii) no
            later than
            the date on which such funds are required to be withdrawn from such account
            pursuant to this Agreement, if the Securities Administrator is the obligor
            on
            such Permitted Investment. Amounts in the Distribution Account may be
            invested
            in Permitted Investments as directed in writing by the Master Servicer
            and
            maturing, unless payable on demand, (i) no later than the Business Day
            immediately preceding the date on which such funds are required to be
            withdrawn
            from such account pursuant to this Agreement, if a Person other than
            the
            Securities Administrator is the obligor thereon, and (ii) no later than
            the date
            on which such funds are required to be withdrawn from such account pursuant
            to
            this Agreement, if the Securities Administrator is the obligor thereon.
            All such
            Permitted Investments shall be held to maturity, unless payable on demand.
            Any
            investment of funds shall be made in the name of the Trustee (in its
            capacity as
            such) or in the name of a nominee of the Trustee. The Securities Administrator
            shall be entitled to sole possession over each such investment in the
            Distribution Account and, subject to subsection (b) below, the income
            thereon,
            and any certificate or other instrument evidencing any such investment
            shall be
            delivered directly to the Securities Administrator or its agent, together
            with
            any document of transfer necessary to transfer title to such investment
            to the
            Trustee or its nominee. In the event amounts on deposit in the Collection
            Account are at any time invested in a Permitted Investment payable on
            demand,
            the party with investment discretion over such Investment Account
            shall:

           

          (x) consistent
            with any notice required to be given thereunder, demand that payment
            thereon be
            made on the last day such Permitted Investment may otherwise mature hereunder
            in
            an amount equal to the lesser of (1) all amounts then payable thereunder
            and (2)
            the amount required to be withdrawn on such date; and

           

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

           

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

           

          (c) Except
            as otherwise expressly provided in this Agreement, if any default occurs
            in the
            making of a payment due under any Permitted Investment, or if a default
            occurs
            in any other performance required under any Permitted Investment, the
            Trustee
            may and, subject to Section 9.01 and Section 9.02(a)(v), shall, at the
            written
            direction of the Servicer, take such action as may be appropriate to
            enforce
            such payment or performance, including the institution and prosecution
            of
            appropriate proceedings.

           

          (d) The
            Trustee, the Master Servicer or their respective Affiliates are permitted
            to
            receive additional compensation that could be deemed to be in the Trustee’s or
            the Master Servicer’s economic self-interest for (i) serving as investment
            adviser, administrator, shareholder servicing agent, custodian or sub-custodian
            with respect to certain of the Permitted Investments, (ii) using Affiliates
            to
            effect transactions in certain Permitted Investments and (iii) effecting
            transactions in certain Permitted Investments. Such compensation shall
            not be
            considered an amount that is reimbursable or payable to the Trustee or
            the
            Master Servicer pursuant to Section 3.09 or 3.10 or otherwise payable
            in respect
            of Extraordinary Trust Fund Expenses. Such additional compensation shall
            not be
            an expense of the Trust Fund.

           

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

           

          (a) The
            terms of each Mortgage Note require the related Mortgagor to maintain
            fire,
            flood and hazard insurance policies. To the extent such policies are
            not
            maintained, the Servicer shall cause to be maintained for each Mortgaged
            Property fire and hazard insurance with extended coverage as is customary
            in the
            area where the Mortgaged Property is located in an amount which is at
            least
            equal to the lesser of the current principal balance of the related Mortgage
            Loan and the amount necessary to compensate fully for any damage or loss
            to the
            improvements which are a part of such property on a replacement cost
            basis, in
            each case in an amount not less than such amount as is necessary to avoid
            the
            application of any coinsurance clause contained in the related hazard
            insurance
            policy. The Servicer shall also cause to be maintained fire and hazard
            insurance
            on each REO Property with extended coverage as is customary in the area
            where
            the Mortgaged Property is located in an amount which is at least equal
            to the
            lesser of (i) the maximum insurable value of the improvements which are
            a part
            of such property and (ii) the outstanding principal balance of the related
            Mortgage Loan at the time it became an REO Property. 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
            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 the first two sentences
            of this
            Section 3.11, and there shall have been one or more losses which would
            have been
            covered by such policy, deposit to the Collection Account from its own
            funds the
            amount not otherwise payable under the blanket policy because of such
            deductible
            clause. In connection with its activities as administrator and servicer
            of the
            related Mortgage Loans, the Servicer agrees to prepare and present, on
            behalf of
            itself, the Trustee, the Trust Fund, the Certificateholders, claims under
            any
            such blanket policy in a timely fashion in accordance with the terms
            of such
            policy.

           

          (b) The
            Servicer shall keep in force during the term of this Agreement a policy
            or
            policies of insurance covering errors and omissions for failure in the
            performance of its respective obligations under this Agreement, which
            policy or
            policies shall be in such form and amount that would meet the requirements
            of
            Fannie Mae or Freddie Mac if it were the purchaser of the related Mortgage
            Loans, unless the Servicer, has obtained a waiver of such requirements
            from
            Fannie Mae or Freddie Mac. The Servicer shall also maintain a fidelity
            bond in
            the form and amount that would meet the requirements of Fannie Mae or
            Freddie
            Mac, unless the Servicer, has obtained a waiver of such requirements
            from Fannie
            Mae or Freddie Mac. The Servicer shall be deemed to have complied with
            this
            provision if an Affiliate of the Servicer, has such errors and omissions
            and
            fidelity bond coverage and, by the terms of such insurance policy or
            fidelity
            bond, the coverage afforded thereunder extends to the Servicer. Any such
            errors
            and omissions policy and fidelity bond shall by its terms not be cancelable
            without thirty (30) days’ prior written notice to the Trustee.

           

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

           

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

           

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

           

          The
            Servicer shall, to the extent it has knowledge of any conveyance of any
            related
            Mortgaged Property by any related Mortgagor (whether by absolute conveyance
            or
            by contract of sale, and whether or not the Mortgagor remains or is to
            remain
            liable under the Mortgage Note and/or the Mortgage), exercise its rights
            to
            accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if
            any, applicable thereto; provided, however, that the Servicer shall not
            exercise
            any such rights if prohibited by law from doing so. If the Servicer reasonably
            believes that it is unable under applicable law to enforce such “due-on-sale”
clause, or if any of the other conditions set forth in the proviso to
            the
            preceding sentence apply, the Servicer shall enter into an assumption
            and
            modification agreement from or with the person to whom such property
            has been
            conveyed or is proposed to be conveyed, pursuant to which such person
            becomes
            liable under the Mortgage Note and, to the extent permitted by applicable
            state
            law, the Mortgagor remains liable thereon. The Servicer is also authorized
            to
            enter into a substitution of liability agreement with such person, pursuant
            to
            which the original Mortgagor is released from liability and such person
            is
            substituted as the Mortgagor and becomes liable under the Mortgage Note,
            provided that no such substitution shall be effective unless such person
            satisfies the then current underwriting criteria of the Servicer for
            mortgage
            loans similar to the related Mortgage Loans. In connection with any assumption
            or substitution, the Servicer shall apply such underwriting standards
            and follow
            such practices and procedures as shall be normal and usual in its general
            mortgage servicing activities and as it applies to other mortgage loans
            owned
            solely by it. The Servicer shall neither take nor enter into any assumption
            and
            modification agreement, however, unless (to the extent practicable in
            the
            circumstances) it shall have received confirmation, in writing, of the
            continued
            effectiveness of any applicable hazard insurance policy. Any fee collected
            by
            the Servicer in respect of an assumption or substitution of liability
            agreement
            will be retained by the Servicer as additional servicing compensation.
            In
            connection with any such assumption, no material term of the Mortgage
            Note
            (including but not limited to the related Mortgage Rate and the amount
            of the
            Monthly Payment) may be amended or modified, except as otherwise required
            pursuant to the terms thereof. The Servicer shall notify the Trustee
            (or the
            applicable Custodian) that any such substitution or assumption agreement
            has
            been completed by forwarding to the Trustee (or the applicable Custodian)
            the
            executed original of such substitution or assumption agreement, which
            document
            shall be added to the related Mortgage File and shall, for all purposes,
            be
            considered a part of such Mortgage File to the same extent as all other
            documents and instruments constituting a part thereof.

           

          Notwithstanding
            the foregoing paragraph or any other provision of this Agreement, the
            Servicer
            shall not be deemed to be in default, breach or any other violation of
            its
            obligations hereunder by reason of any assumption of a Mortgage Loan
            by
            operation of law or by the terms of the Mortgage Note or any assumption
            which
            the Servicer may be restricted by law from preventing, for any reason
            whatever.
            For purposes of this Section 3.12, the term “assumption” is deemed to also
            include a sale (of the Mortgaged Property) subject to the Mortgage that
            is not
            accompanied by an assumption or substitution of liability
            agreement.

           

          SECTION
            3.13. Realization
            Upon Defaulted Mortgage Loans.

           

          (a) The
            Servicer shall use its best 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 3.21. The
            foregoing is subject to the provision that, in any case in which a Mortgaged
            Property shall have suffered damage from an Uninsured Cause, the Servicer
            shall
            not be required to expend its own funds toward the restoration of such
            property
            unless it shall determine in its discretion that such restoration will
            increase
            the proceeds of liquidation of the related Mortgage Loan after reimbursement
            to
            itself for such expenses. 

           

          (b) Notwithstanding
            the foregoing provisions of this Section 3.13 or any other provision
            of this
            Agreement, with respect to any Mortgage Loan as to which the Servicer
            has
            received actual notice of, or has actual knowledge of, the presence of
            any toxic
            or hazardous substance on the related Mortgaged Property, the Servicer
            shall
            not, on behalf of the Trust Fund, either (i) obtain title to such Mortgaged
            Property as a result of or in lieu of foreclosure or otherwise, or (ii)
            otherwise acquire possession of, or take any other action with respect
            to, such
            Mortgaged Property, if, as a result of any such action, the Trust Fund,
            the
            Trustee or the Certificateholders would be considered to hold title to,
            to be a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
            Mortgaged Property within the meaning of the Comprehensive Environmental
            Response, Compensation and Liability Act of 1980, as amended from time
            to time,
            or any comparable law, unless the Servicer has also previously determined,
            based
            on its reasonable judgment and a prudent report prepared by an Independent
            Person who regularly conducts environmental audits using customary industry
            standards, that:

           

          (1) such
            Mortgaged Property is in compliance with applicable environmental laws
            or, if
            not, that it would be in the best economic interest of the Trust Fund
            to take
            such actions as are necessary to bring the Mortgaged Property into compliance
            therewith; and

           

          (2) there
            are no circumstances present at such Mortgaged Property relating to the
            use,
            management or disposal of any hazardous substances, hazardous materials,
            hazardous wastes or petroleum-based materials for which investigation,
            testing,
            monitoring, containment, clean-up or remediation could be required under
            any
            federal, state or local law or regulation, or that if any such materials
            are
            present for which such action could be required, that it would be in
            the best
            economic interest of the Trust Fund to take such actions with respect
            to the
            affected Mortgaged Property.

           

          The
            cost of the environmental audit report contemplated by this Section 3.13
            shall
            be advanced by the Servicer, subject to the Servicer’s right to be reimbursed
            therefor from the Collection Account as provided in Section 3.09(a)(ix),
            such
            right of reimbursement being prior to the rights of Certificateholders
            to
            receive any amount in the Collection Account received in respect of the
            affected
            Mortgage Loan or other Mortgage Loans.

           

          If
            the Servicer determines, as described above, that it is in the best economic
            interest of the Trust Fund to take such actions as are necessary to bring
            any
            such Mortgaged Property into compliance with applicable environmental
            laws, or
            to take such action with respect to the containment, clean-up or remediation
            of
            hazardous substances, hazardous materials, hazardous wastes, or petroleum-based
            materials affecting any such Mortgaged Property, then the Servicer shall
            take
            such action as it deems to be in the best economic interest of the Trust
            Fund.
            The cost of any such compliance, containment, cleanup or remediation
            shall be
            advanced by the Servicer, subject to its right to be reimbursed therefor
            from
            the Collection Account as provided in Sections 3.09(a)(iii) or 3.09(a)(ix),
            such
            right of reimbursement being prior to the rights of Certificateholders
            to
            receive any amount in the Collection Account received in respect of the
            affected
            Mortgage Loan or other Mortgage Loans.

           

          (c) The
            Servicer shall have the right to purchase from REMIC I any defaulted
            Mortgage
            Loan serviced by it that is ninety (90) days or more delinquent, which
            the
            Servicer determines in good faith will otherwise become subject to foreclosure
            proceedings (evidence of such determination to be delivered in writing
            to the
            Trustee, in form and substance satisfactory to the Servicer and the Trustee
            prior to purchase), at a price equal to the Purchase Price. The Purchase
            Price
            for any Mortgage Loan purchased hereunder shall be deposited in the Collection
            Account, and the Trustee, upon receipt of written certification from
            the
            Servicer of such deposit, shall release or cause to be released to the
            Servicer
            the related Mortgage File and the Trustee shall execute and deliver such
            instruments of transfer or assignment, in each case without recourse,
            representation or warranty, as the Servicer shall furnish and as shall
            be
            necessary to vest in the Servicer title to any Mortgage Loan released
            pursuant
            hereto.

           

          (d) Proceeds
            received in connection with any Final Recovery Determination, as well
            as any
            recovery resulting from a partial collection of Insurance Proceeds or
            Liquidation Proceeds, in respect of any Mortgage Loan, will be applied
            in the
            following order of priority: first, to reimburse the Servicer for any
            related
            unreimbursed Servicing Advances and P&I Advances, pursuant to Section
            3.09(a)(ii) or (a)(iii); second, to accrued and unpaid interest on the
            Mortgage
            Loan, to the date of the Final Recovery Determination, or to the Due
            Date prior
            to the Distribution Date on which such amounts are to be distributed
            if not in
            connection with a Final Recovery Determination; and third, as a recovery
            of
            principal of the Mortgage Loan. If the amount of the recovery so allocated
            to
            interest is less than the full amount of accrued and unpaid interest
            due on such
            Mortgage Loan, the amount of such recovery will be allocated by the Servicer
            as
            follows: first, to unpaid Servicing Fees; and second, to the balance
            of the
            interest then due and owing. The portion of the recovery so allocated
            to unpaid
            Servicing Fees shall be reimbursed to the Servicer pursuant to Section
            3.09(a)(iii). The portion of the recovery allocated to interest (net
            of unpaid
            Servicing Fees) and the portion of the recovery allocated to principal
            of the
            Mortgage Loan shall be applied as follows: first, to reimburse the Servicer
            for
            any related unreimbursed Servicing 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).

           

          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.

           

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

           

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

           

          Upon
            written certification of a Servicing Officer, the Trustee shall execute
            and
            deliver to the Servicer, any court pleadings, requests for trustee’s sale or
            other documents prepared and delivered to the Trustee and reasonably
            acceptable
            to it and necessary to the foreclosure or trustee’s sale in respect of a
            Mortgaged Property or to any legal action brought to obtain judgment
            against any
            Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
            judgment,
            or to enforce any other remedies or rights provided by the Mortgage Note
            or
            Mortgage or otherwise available at law or in equity. Each such certification
            shall include a request that such pleadings or documents be executed
            by the
            Trustee and a statement as to the reason such documents or pleadings
            are
            required and that the execution and delivery thereof by the Trustee will
            not
            invalidate or otherwise affect the lien of the Mortgage, except for the
            termination of such a lien upon completion of the foreclosure or trustee’s sale.
            So long as no Servicer Event of Default shall have occurred and be continuing,
            the Servicer shall have the right to execute any and all such court pleadings,
            requests and other documents as attorney-in-fact for, and on behalf of
            the
            Trustee. Notwithstanding the preceding sentence, the Trustee shall in
            no way be
            liable or responsible for the willful malfeasance of the Servicer, or
            for any
            wrongful or negligent actions taken by the Servicer, while the Servicer
            is
            acting in its capacity as attorney-in-fact for and on behalf of the
            Trustee.

           

          SECTION
            3.15. Servicing
            Compensation.

           

          As
            compensation for its activities hereunder, the Servicer shall be entitled
            to the
            Servicing Fee with respect to each Mortgage Loan serviced by it payable
            solely
            from payments of interest in respect of such Mortgage Loan, subject to
            Section
            3.23. In addition, the Servicer shall be entitled to recover unpaid Servicing
            Fees out of Insurance Proceeds or Liquidation Proceeds to the extent
            permitted
            by Section 3.09(a)(iii) and out of amounts derived from the operation
            and sale
            of an REO Property to the extent permitted by Section 3.22. 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 assumption fees, late payment charges,
            insufficient funds charges and other miscellaneous fees (other than Prepayment
            Charges) and ancillary income shall be retained by the Servicer only
            to the
            extent such fees or charges are received by the Servicer. The Servicer
            shall
            also be entitled pursuant to Section 3.09(a)(iv) to withdraw from the
            Collection
            Account and pursuant to Section 3.22(b) to withdraw from any REO Account,
            as
            additional servicing compensation, interest or other income earned on
            deposits
            therein, subject to Section 3.10. In addition, the Servicer shall be
            entitled to
            retain or withdraw from the Collection Account, pursuant to Section 3.09(a)(x),
            any Prepayment Interest Excess with respect to the Mortgage Loans serviced
            by it
            as additional servicing compensation. The Servicer shall be required
            to pay all
            expenses incurred by it in connection with its servicing activities hereunder
            and shall not be entitled to reimbursement therefor except as specifically
            provided herein.

           

          SECTION
            3.16. Collection
            Account Statements.

           

          Upon
            request, not later than fifteen (15) days after each Distribution Date,
            the
            Servicer shall forward to the Master Servicer and the Securities Administrator,
            the Trustee and the Depositor, a statement prepared by the institution
            at which
            the Collection Account is maintained setting forth the status of the
            Collection
            Account as of the close of business on such Distribution Date and showing,
            for
            the period covered by such statement, the aggregate amount of deposits
            into and
            withdrawals from the Collection Account. Copies of such statement and
            any
            similar statements provided by the Servicer shall be provided by the
            Securities
            Administrator to any Certificateholder and to any Person identified to
            the
            Securities Administrator as a prospective transferee of a Certificate,
            upon
            request at the expense of the requesting party, provided such statement
            is
            delivered by the Servicer to the Securities Administrator.

           

          SECTION
            3.17. Annual
            Statement as to Compliance. 

           

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

           

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

           

          SECTION
            3.18. Assessments
            of Compliance and Attestation Reports.

           

          (a) By
            March 15 of each year, commencing in March 2007, the Servicer, at its
            own
            expense, shall furnish, and shall cause any Servicing Function Participant
            engaged by it to furnish, each at its own expense, to the Master Servicer,
            a
            report on an assessment of compliance with the Relevant Servicing Criteria
            that
            contains (A) a statement by such party of its responsibility for assessing
            compliance with the Relevant Servicing Criteria, (B) a statement that
            such party
            used the Relevant Servicing Criteria to assess compliance with the Relevant
            Servicing Criteria, (C) such party’s assessment of compliance with the Relevant
            Servicing Criteria as of and for the fiscal year covered by the Form
            10-K
            required to be filed pursuant to Section 5.06(d), including, if there
            has been
            any material instance of noncompliance with the Relevant Servicing Criteria,
            a
            discussion of each such failure and the nature and status thereof, and
            (D) a
            statement that a registered public accounting firm has issued an attestation
            report on such party’s assessment of compliance with the Relevant Servicing
            Criteria as of and for such period. 

           

          (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.

           

          (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. This paragraph shall supersede any other provision in this
            Agreement or any other agreement to the contrary.

           

          SECTION
            3.19. [Reserved].

           

          SECTION
            3.20. Annual
            Certification.

           

          (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 the Servicer,
            the
            Servicer’s engagement of any Sub-Servicer to perform or assist in the
            performance of any of the Servicer’s obligations under this Agreement, any
            material litigation involving the Servicer, and any affiliation or other
            significant relationship between such Servicer and other transaction
            parties.

           

          (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 any Trust
            that
            includes any of the Mortgage Loans serviced by the Servicer, 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) information
            regarding new asset-backed securities issuances backed by the same pool
            assets,
            any pool asset changes (such as, additions, substitutions or repurchases),
            and
            any material changes in origination, underwriting or other criteria for
            acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
            AB).

           

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

           

          SECTION
            3.21. Access
            to Certain Documentation.

           

          The
            Servicer shall provide to the Office of Thrift Supervision, the FDIC,
            and any
            other federal or state banking or insurance regulatory authority that
            may
            exercise authority over any Certificate Owner, access to the documentation
            regarding the related Mortgage Loans required by applicable laws and
            regulations. Such access shall be afforded without charge, but only upon
            reasonable request and during normal business hours at the offices of
            the
            Servicer designated by it. Nothing in this Section 3.21 shall limit the
            obligation of the Servicer to comply with any applicable law prohibiting
            disclosure of information regarding the Mortgagors and the failure of
            the
            Servicer to provide access as provided in this Section as a result of
            such
            obligation shall not constitute a breach of this Section. Nothing in
            this
            Section 3.21 shall require the Servicer to collect, create, collate or
            otherwise
            generate any information that it does not generate in its usual course
            of
            business. The Servicer shall not be required to make copies of or ship
            documents
            to any Person unless provisions have been made for the reimbursement
            of the
            costs thereof. 

           

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

           

          (a) The
            deed or certificate of sale of any REO Property related to a Mortgage
            Loan shall
            be taken in the name of the Trustee, or its nominee, on behalf of the
            Trust Fund
            and for the benefit of the Certificateholders. The Servicer, on behalf
            of REMIC
            I, shall either sell any REO Property by the close of the third calendar
            year
            following the calendar year in which REMIC I acquires ownership of such
            REO
            Property for purposes of Section 860(a)(8) of the Code or request from
            the
            Internal Revenue Service, no later than sixty (60) days before the day
            on which
            the three-year grace period would otherwise expire, an extension of the
            three-year grace period, unless the Servicer had delivered to the Trustee
            an
            Opinion of Counsel, addressed to the Trustee and the Depositor, to the
            effect
            that the holding by REMIC I of such REO Property subsequent to three
            (3) years
            after its acquisition will not result in the imposition on any Trust
            REMIC
            created hereunder of taxes on “prohibited transactions” thereof, as defined in
            Section 860F of the Code, or cause any Trust REMIC hereunder to fail
            to qualify
            as a REMIC under Federal law at any time that any Certificates are outstanding.
            The Servicer shall manage, conserve, protect and operate each REO Property
            for
            the Certificateholders solely for the purpose of its prompt disposition
            and sale
            in a manner which does not cause such REO Property to fail to qualify
            as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
            result in the receipt by any Trust REMIC created hereunder of any “income from
            non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code,
            or any “net income from foreclosure property” which is subject to taxation under
            the REMIC Provisions.

           

          (b) The
            Servicer shall segregate and hold all funds collected and received in
            connection
            with the operation of any REO Property separate and apart from its own
            funds and
            general assets and shall establish and maintain with respect to REO Properties
            an account held in trust for the Trustee, on behalf of the Trust Fund
            and for
            the benefit of the Certificateholders (the “REO Account”), which shall be an
            Eligible Account. The Servicer shall be permitted to allow the Collection
            Account to serve as the REO Account, subject to the maintenance of separate
            ledgers for each REO Property. The Servicer shall be entitled to retain
            or
            withdraw any interest income paid on funds deposited in the related REO
            Account.

           

          (c) The
            Servicer shall have full power and authority, subject only to the specific
            requirements and prohibitions of this Agreement, to do any and all things
            in
            connection with any REO Property related to a Mortgage Loan serviced
            by it as
            are consistent with the manner in which the Servicer manages and operates
            similar property owned by it or any of its Affiliates, all on such terms
            and for
            such period as the Servicer deems to be in the best interests of
            Certificateholders. In connection therewith, the Servicer shall deposit,
            or
            cause to be deposited in the clearing account in which it customarily
            deposits
            payments and collections on mortgage loans in connection with its mortgage
            loan
            servicing activities on a daily basis, and in no event more than one
            (1)
            Business Day after its receipt thereof, and shall thereafter deposit
            in the REO
            Account, in no event more than two (2) Business Days after the deposit
            of good
            funds into the clearing account, all revenues received by it with respect
            to an
            REO Property related to a Mortgage Loan serviced by it and shall withdraw
            therefrom funds necessary for the proper operation, management and maintenance
            of such REO Property including, without limitation:

           

          (i) all
            insurance premiums due and payable in respect of such REO Property;

           

          (ii) all
            real estate taxes and assessments in respect of such REO Property that
            may
            result in the imposition of a lien thereon; and

           

          (iii) all
            costs and expenses necessary to maintain such REO Property.

           

          To
            the extent that amounts on deposit in the REO Account with respect to
            an REO
            Property are insufficient for the purposes set forth in clauses (i) through
            (iii) above with respect to such REO Property, the Servicer shall advance
            from
            its own funds such amount as is necessary for such purposes if, but only
            if, the
            Servicer would make such advances if the Servicer owned the REO Property
            and if
            in the Servicer’s judgment, the payment of such amounts will be recoverable from
            the rental or sale of the REO Property.

           

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

           

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

           

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

           

          (iii) authorize
            or permit any construction on any REO Property, other than the completion
            of a
            building or other improvement thereon, and then only if more than ten
            percent of
            the construction of such building or other improvement was completed
            before
            default on the related Mortgage Loan became imminent, all within the
            meaning of
            Section 856(e)(4)(B) of the Code; or

           

          (iv) allow
            any Person to Directly Operate any REO Property on any date more than
            ninety
            (90) days after its date of acquisition by the Trust Fund;

           

          unless,
            in any such case, the Servicer has obtained an Opinion of Counsel, provided
            to
            the Servicer and the Trustee, to the effect that such action will not
            cause such
            REO Property to fail to qualify as “foreclosure property” within the meaning of
            Section 860G(a)(8) of the Code at any time that it is held by REMIC I,
            in which
            case the Servicer may take such actions as are specified in such Opinion
            of
            Counsel.

           

          The
            Servicer may contract with any Independent Contractor for the operation
            and
            management of any REO Property, provided that:

           

          (i) the
            terms and conditions of any such contract shall not be inconsistent
            herewith;

           

          (ii) any
            such contract shall require, or shall be administered to require, that
            the
            Independent Contractor pay all costs and expenses incurred in connection
            with
            the operation and management of such REO Property, including those listed
            above
            and remit all related revenues (net of such costs and expenses) to the
            Servicer
            as soon as practicable, but in no event later than thirty (30) days following
            the receipt thereof by such Independent Contractor;

           

          (iii) none
            of the provisions of this Section 3.22(c) relating to any such contract
            or to
            actions taken through any such Independent Contractor shall be deemed
            to relieve
            the Servicer of any of its duties and obligations to the Trustee on behalf
            of
            the Trust Fund and for the benefit of the Certificateholders with respect
            to the
            operation and management of any such REO Property; and

           

          (iv) the
            Servicer shall be obligated with respect thereto to the same extent as
            if it
            alone were performing all duties and obligations in connection with the
            operation and management of such REO Property.

           

          The
            Servicer shall be entitled to enter into any agreement with any Independent
            Contractor performing services for it related to its duties and obligations
            hereunder for indemnification of the Servicer by such Independent Contractor,
            and nothing in this Agreement shall be deemed to limit or modify such
            indemnification. The Servicer shall be solely liable for all fees owed
            by it to
            any such Independent Contractor, irrespective of whether the Servicer’s
            compensation pursuant to Section 3.15 is sufficient to pay such fees.
            Any such
            agreement shall include a provision that such agreement may be immediately
            terminated by any successor servicer (including the Master Servicer)
            without
            fee, in the event the related 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 maintained by it and deposit into the Distribution Account
            in
            accordance with Section 3.08(d)(ii), for distribution on the related
            Distribution Date in accordance with Section 5.01, the income from the
            related
            REO Property received during the prior calendar month, net of any withdrawals
            made pursuant to Section 3.22(c) or this Section 3.22(d).

           

          (e) Subject
            to the time constraints set forth in Section 3.22(a), each REO Disposition
            shall
            be carried out by the Servicer at such price and upon such terms and
            conditions
            as the Servicer shall deem necessary or advisable, as shall be normal
            and usual
            in accordance with Accepted Servicing Practices.

           

          (f) The
            proceeds from the REO Disposition, net of any amount required by law
            to be
            remitted to the Mortgagor under the related Mortgage Loan and net of
            any payment
            or reimbursement to the Servicer as provided above, shall be deposited
            in the
            Distribution Account in accordance with Section 3.08(d)(ii) on the Servicer
            Remittance Date in the month following the receipt thereof for distribution
            on
            the related Distribution Date in accordance with Section 5.01. Any REO
            Disposition shall be for cash only (unless changes in the REMIC Provisions
            made
            subsequent to the Startup Day allow a sale for other
            consideration).

           

          (g) The
            Servicer shall file information returns (and shall provide a certification
            of a
            Servicing Officer to the Master Servicer that such filings have been
            made) with
            respect to the receipt of mortgage interest received in a trade or business,
            reports of foreclosures and abandonments of any Mortgaged Property and
            cancellation of indebtedness income with respect to any Mortgaged Property
            as
            required by Sections 6050H, 6050J and 6050P of the Code, respectively.
            Such
            reports shall be in form and substance sufficient to meet the reporting
            requirements imposed by such Sections 6050H, 6050J and 6050P of the
            Code.

           

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

           

          The
            Servicer shall deliver to the Securities Administrator for deposit into
            the
            Distribution Account on or before 12:00 noon New York time on the Servicer
            Remittance Date from its own funds an amount equal to the lesser of (i)
            the
            aggregate amount of the Prepayment Interest Shortfalls attributable to
            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 related Prepayment Period and (ii) the aggregate
            amount of
            the related Servicing Fees payable to the Servicer on such Distribution
            Date
            with respect to the related Mortgage Loans. The Servicer shall not have
            the
            right to reimbursement for any amounts remitted to the Securities Administrator
            in respect of this Section 3.23. The Servicer shall not be obligated
            to pay the
            amounts set forth in this Section 3.23 with respect to shortfalls resulting
            from
            the application of the Relief Act.

           

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

           

          In
            the event that a shortfall in any collection on or liability with respect
            to any
            Mortgage Loan results from or is attributable to adjustments to Mortgage
            Rates,
            Monthly Payments or Stated Principal Balances that were made by the Servicer
            in
            a manner not consistent with the terms of the related Mortgage Note and
            this
            Agreement, the Servicer, upon discovery or receipt of notice thereof,
            immediately shall deliver to the Securities Administrator for deposit
            in the
            Distribution Account from its own funds the amount of any such shortfall
            and
            shall indemnify and hold harmless the Trust Fund, the Trustee, the Securities
            Administrator, the Master Servicer, the Depositor and any successor servicer
            in
            respect of any such liability. Such indemnities shall survive the termination
            or
            discharge of this Agreement. Notwithstanding the foregoing, this Section
            3.24
            shall not limit the ability of the Servicer to seek recovery of any such
            amounts
            from the related Mortgagor under the terms of the related Mortgage Note
            and
            Mortgage, to the extent permitted by applicable law.

           

          SECTION
            3.25. Reserve
            Fund.

           

          (a) No
            later than the Closing Date, the Securities Administrator shall establish
            and
            maintain a separate, segregated trust account entitled, “Reserve Fund, Wells
            Fargo Bank, National Association, in trust for the registered holders
            of ACE
            Securities Corp. Home Equity Loan Trust, Series 2006-ASAP1, Asset Backed
            Pass-Through Certificates.” On the Closing Date, the Depositor will deposit, or
            cause to be deposited, into the Reserve Fund $1,000. 

           

          (b) On
            each Distribution Date, the Securities Administrator shall deposit into
            the
            Reserve Fund the amounts described in Section 5.01(c)(7)(vi), rather
            than
            distributing such amounts to the Class CE Certificateholders, and Section
            5.01(c)(7)(viii). On each such Distribution Date, the Securities Administrator
            shall hold all such amounts for the benefit of the Holders of the Class
            A
            Certificates and the Mezzanine Certificates and will distribute such
            amounts to
            the Holders of the Class A Certificates and the Mezzanine Certificates,
            in the
            amounts and priorities set forth in Section 5.01(c). If no Net WAC Rate
            Carryover Amounts are payable on a Distribution Date, the Securities
            Administrator shall deposit, into the Reserve Fund on behalf of the Class
            CE
            Certificateholders, from amounts otherwise distributable to the Class
            CE
            Certificateholders, an amount such that when added to other amounts already
            on
            deposit in the Reserve Fund, the aggregate amount on deposit therein
            is equal to
            $1,000.

           

          (c) For
            federal and state income tax purposes, the Class CE Certificateholders
            will be
            deemed to be the owners of the Reserve Fund and all amounts deposited
            into the
            Reserve Fund (other than the initial deposit therein of $1,000) shall
            be treated
            as amounts distributed by REMIC II to the Holders of the Class CE Certificates.
            Upon the termination of the Trust Fund, or the payment in full of the
            Class A
            Certificates and the Mezzanine Certificates, all amounts remaining on
            deposit in
            the Reserve Fund will be released by the Trust Fund and distributed to
            the Class
            CE Certificateholders or their designees. The Reserve Fund will be part
            of the
            Trust Fund but not part of any REMIC and any payments to the Holders
            of the
            Class A Certificates or the Mezzanine Certificates of Net WAC Rate Carryover
            Amounts will not be payments with respect to a “regular interest” in a REMIC
            within the meaning of Code Section 860(G)(a)(1).

           

          (d) By
            accepting a Class CE Certificate, each Class CE Certificateholder hereby
            agrees
            that the Securities Administrator will deposit into the Reserve Fund
            the amounts
            described above on each Distribution Date rather than distributing such
            amounts
            to the Class CE Certificateholders. By accepting a Class CE Certificate,
            each
            Class CE Certificateholder further agrees that its agreement to such
            action by
            the Securities Administrator is given for good and valuable consideration,
            the
            receipt and sufficiency of which is acknowledged by such
            acceptance.

           

          (e) At
            the direction of the Holders of a majority in Percentage Interest in
            the Class
            CE Certificates, the Securities Administrator shall direct any depository
            institution maintaining the Reserve Fund to invest the funds in such
            account in
            one or more Permitted Investments bearing interest or sold at a discount,
            and
            maturing, unless payable on demand, (i) no later than the Business Day
            immediately preceding the date on which such funds are required to be
            withdrawn
            from such account pursuant to this Agreement, if a Person other than
            the
            Securities Administrator or an Affiliate manages or advises such investment,
            and
            (ii) no later than the date on which such funds are required to be withdrawn
            from such account pursuant to this Agreement, if the Securities Administrator
            or
            an Affiliate manages or advises such investment. All income and gain
            earned upon
            such investment shall be deposited into the Reserve Fund. In no event
            shall the
            Securities Administrator be liable for any investments made pursuant
            to this
            clause (e). If the Holders of a majority in Percentage Interest in the
            Class CE
            Certificates fail to provide investment instructions, funds on deposit
            in the
            Reserve Fund shall be held uninvested by the Securities Administrator
            without
            liability for interest or compensation.

           

          (f) For
            federal tax return and information reporting, the right of the Class
            A
            Certificateholders and the Mezzanine Certificateholders to receive payments
            from
            the Reserve Fund in respect of any Net WAC Rate Carryover Amount shall
            be
            assigned a value of $5,000 with respect to the Certificates covered by
            the Swap
            Agreement.

           

          SECTION
            3.26. Advance
            Facility.

           

          (a) Notwithstanding
            anything to the contrary contained herein, (i) the Servicer is hereby
            authorized
            to enter into an advance facility (“Advance Facility”) but no more than two
            Advance Facilities without the prior written consent of the Trustee,
            which
            consent shall not be unreasonably withheld, under which (A) the Servicer
            sells,
            assigns or pledges to an advancing person (an “Advance Financing Person”) its
            rights under this Agreement to be reimbursed for any P&I Advances or
            Servicing Advances and/or (B) an Advance Financing Person agrees to finance
            some
            or all P&I Advances or Servicing Advances required to be made by the
            Servicer pursuant to this Agreement and (ii) the Servicer is hereby authorized
            to assign its rights to the Servicing Fee (which rights shall terminate
            upon the
            resignation, termination or removal of the Servicer pursuant to the terms
            of
            this Agreement); it being understood that neither the Trust Fund nor
            any party
            hereto shall have a right or claim (including without limitation any
            right of
            offset) to any amounts for reimbursement of P&I Advances or Servicing
            Advances so assigned or to the portion of the Servicing Fee so assigned.
            Subject
            to the provisions of the first sentence of this Section 3.26(a), no consent
            of
            the Depositor, Trustee, Master Servicer, Certificateholders or any other
            party
            is required before the Servicer may enter into an Advance Facility, but
            the
            Servicer shall provide notice to the Depositor, Master Servicer and the
            Trustee
            of the existence of any such Advance Facility promptly upon the consummation
            thereof stating (a) the identity of the Advance Financing Person and
            (b) the
            identity of any Person (“Servicer’s Assignee”) who has the right to receive
            amounts in reimbursement of previously unreimbursed P&I Advances or
            Servicing Advances. Notwithstanding the existence of any Advance Facility
            under
            which an advancing person agrees to finance P&I Advances and/or Servicing
            Advances on the Servicer’s behalf, the Servicer shall remain obligated pursuant
            to this Agreement to make P&I Advances and Servicing Advances pursuant to
            and as required by this Agreement, and shall not be relieved of such
            obligations
            by virtue of such Advance Facility.

           

          (b) Reimbursement
            amounts (“Advance Reimbursement Amounts”) shall consist solely of amounts in
            respect of P&I Advances and/or Servicing Advances made with respect to the
            related Mortgage Loans for which the Servicer would be permitted to reimburse
            itself in accordance with this Agreement, assuming the Servicer had made
            the
            related P&I Advance(s) and/or Servicing Advance(s).

           

          (c) The
            Servicer shall maintain and provide to any successor servicer (with,
            upon
            request, a copy to the Trustee) a detailed accounting on a loan-by-loan
            basis as
            to amounts advanced by, pledged or assigned to, and reimbursed to any
            advancing
            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 advancing person or its designee loan-by-loan
            information with respect to each such reimbursement amount distributed
            to such
            advancing person or Advance Facility trustee on each Distribution Date,
            to
            enable the advancing 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 advancing
            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 advancing person.

           

          (e) Any
            amendment to this Section 3.26 or to any other provision of this Agreement
            that
            may be necessary or appropriate to effect the terms of an Advance Facility
            as
            described generally in this Section 3.26, including amendments to add
            provisions
            relating to a successor servicer, may be entered into by the Trustee,
            the
            Depositor, and the Servicer without the consent of any Certificateholder,
            notwithstanding anything to the contrary in this Agreement, provided,
            that the
            Trustee has been provided an Opinion of Counsel that such amendment is
            authorized hereunder and has no material adverse effect on the
            Certificateholders, which opinion shall be an expense of the party requesting
            such opinion but in any case shall not be an expense of the Trustee or
            the Trust
            Fund; provided, further, that the amendment shall not be deemed to adversely
            affect in any material respect the interests of the Certificateholders
            if the
            Person requesting the amendment obtains a letter from each Rating Agency
            (instead of obtaining an Opinion of Counsel to such effect) stating that
            the
            amendment would not result in the downgrading or withdrawal of the respective
            ratings then assigned to the Certificates; it being understood and agreed
            that
            any such rating letter in and of itself will not represent a determination
            as to
            the materiality of any such amendment and will represent a determination
            only as
            to the credit issues affecting any such rating. Prior to entering into
            an
            Advance Facility, the Servicer shall notify the lender under such facility
            in
            writing that: (a) the P&I Advances and/or Servicing Advances financed by
            and/or pledged to the lender are obligations owed to the Servicer on
            a
            non-recourse basis payable only from the cash flows and proceeds received
            under
            this Agreement for reimbursement of P&I Advances and/or Servicing Advances
            only to the extent provided herein, and neither the Master Servicer,
            the
            Securities Administrator, the Trustee nor the Trust are otherwise obligated
            or
            liable to repay any P&I Advances and/or Servicing Advances financed by the
            lender; (b) the Servicer will be responsible for remitting to the lender
            the
            applicable amounts collected by it as Servicing Fees and as reimbursement
            for
            P&I Advances and/or Servicing Advances funded by the lender, as applicable,
            subject to the restrictions and priorities created in this Agreement;
            and (c)
            neither the Master Servicer, the Securities Administrator nor the Trustee
            shall
            have any responsibility to calculate any amount payable under an Advance
            Facility or to track or monitor the administration of the financing arrangement
            between the Servicer and the lender or the payment of any amount under
            an
            Advance Facility.

           

          (f) The
            Servicer shall indemnify the Master Servicer, the Securities Administrator,
            the
            Trustee and the Trust Fund for any cost, liability or expense relating
            to the
            Advance Facility including, without limitation, a claim, pending or threatened,
            by an Advance Financing Person.

           

          SECTION
            3.27. Indemnification.

           

          The
            Servicer agrees to indemnify the Trustee, Master Servicer and the Securities
            Administrator, from, and hold the Trustee, Master Servicer and the Securities
            Administrator harmless against, any loss, liability or expense (including
            reasonable attorney’s fees and expenses) incurred by any such Person by reason
            of the Servicer’s willful misfeasance, bad faith or gross negligence in the
            performance of its duties under this Agreement or by reason of the Servicer’s
            reckless disregard of its obligations and duties under this Agreement.
            Such
            indemnity shall survive the termination or discharge of this Agreement
            and the
            resignation or removal of the Servicer, the Trustee, the Master Servicer
            and the
            Securities Administrator. Any payment hereunder made by the Servicer
            to any such
            Person shall be from the Servicer’s own funds, without reimbursement from REMIC
            I therefor.

           

          ARTICLE
            IV

           

          ADMINISTRATION
            AND MASTER SERVICING

          OF
            THE MORTGAGE LOANS BY THE MASTER SERVICER

           

          SECTION
            4.01. Master
            Servicer.

           

          The
            Master Servicer shall, from and after the Closing Date supervise, monitor
            and
            oversee the obligations of the Servicer under this Agreement to service
            and
            administer the Mortgage Loans in accordance with the terms of this Agreement
            and
            shall have full power and authority to do any and all things which it
            may deem
            necessary or desirable in connection with such master servicing and
            administration. In performing its obligations hereunder, the Master Servicer
            shall act in a manner consistent with Accepted Master Servicing Practices.
            Furthermore, the Master Servicer shall oversee and consult with the Servicer
            as
            necessary from time-to-time to carry out the Master Servicer’s obligations
            hereunder, shall receive, review and evaluate all reports, information
            and other
            data provided to the Master Servicer by the Servicer and shall cause
            the
            Servicer to perform and observe the covenants, obligations and conditions
            to be
            performed or observed by the Servicer under this Agreement. The Master
            Servicer
            shall independently and separately monitor the Servicer’s servicing activities
            with respect to each Mortgage Loan, reconcile the results of such monitoring
            with such information provided in the previous sentence on a monthly
            basis and
            coordinate corrective adjustments to the Servicer’s and Master Servicer’s
            records, and based on such reconciled and corrected information, prepare
            the
            statements specified in Section 5.03 and any other information and statements
            required to be provided by the Master Servicer hereunder. The Master
            Servicer
            shall reconcile the results of its Mortgage Loan monitoring with the
            actual
            remittances of the Servicer to the Distribution Account pursuant to the
            terms
            hereof based on information provided to the Master Servicer by the
            Servicer.

           

          The
            Trustee shall furnish the Servicer and the Master Servicer with any limited
            powers of attorney and other documents in form acceptable to it necessary
            or
            appropriate to enable the Servicer and the Master Servicer to service
            and
            administer the Mortgage Loans and REO Property. The Trustee shall have
            no
            responsibility for any action of the Master Servicer or the Servicer
            pursuant to
            any such limited power of attorney and shall be indemnified by the Master
            Servicer or the Servicer, as applicable, for any cost, liability or expense
            incurred by the Trustee in connection with such Person’s misuse of any such
            power of attorney.

           

          The
            Trustee, the Custodians and the Securities Administrator shall provide
            access to
            the records and documentation in possession of the Trustee, the Custodians
            or
            the Securities Administrator regarding the Mortgage Loans and REO Property
            and
            the servicing thereof to the Certificateholders, the FDIC, and the supervisory
            agents and examiners of the FDIC, such access being afforded only upon
            reasonable prior written request and during normal business hours at
            the office
            of the Trustee, the Custodians or the Securities Administrator; provided,
            however, that, unless otherwise required by law, none of the Trustee,
            the
            Custodians or the Securities Administrator shall be required to provide
            access
            to such records and documentation if the provision thereof would violate
            the
            legal right to privacy of any Mortgagor. The Trustee, the Custodians
            and the
            Securities Administrator shall allow representatives of the above entities
            to
            photocopy any of the records and documentation and shall provide equipment
            for
            that purpose at a charge that covers the Trustee’s, the Custodians’ or the
            Securities Administrator’s actual costs.

           

          The
            Trustee shall execute and deliver to the Servicer or the Master Servicer
            upon
            request any court pleadings, requests for trustee’s sale or other documents
            necessary or desirable to (i) the foreclosure or trustee’s sale with respect to
            a Mortgaged Property; (ii) any legal action brought to obtain judgment
            against
            any Mortgagor on the Mortgage Note or any other Mortgage Loan Document;
            (iii)
            obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
            other
            rights or remedies provided by the Mortgage Note or any other Mortgage
            Loan
            Document or otherwise available at law or equity.

           

          SECTION
            4.02. REMIC-Related
            Covenants.

           

          For
            as long as each REMIC shall exist, the Trustee and the Securities Administrator
            shall act in accordance herewith to treat such REMIC as a REMIC, and
            the Trustee
            and the Securities Administrator shall comply with any directions of
            the
            Sponsor, the Servicer or the Master Servicer to assure such continuing
            treatment. In particular, the Trustee shall not (a) sell or permit the
            sale of
            all or any portion of the Mortgage Loans or of any investment of deposits
            in an
            Account unless such sale is as a result of a repurchase of the Mortgage
            Loans
            pursuant to this Agreement or the Trustee has received a REMIC Opinion
            prepared
            at the expense of the Trust Fund; and (b) other than with respect to
            a
            substitution pursuant to the Mortgage Loan Purchase Agreement or Section
            2.03 of
            this Agreement, as applicable, accept any contribution to any REMIC after
            the
            Startup Day without receipt of an Opinion of Counsel stating that such
            contribution will not result in an Adverse REMIC Event as defined in
            Section
            11.01(f).

           

          SECTION
            4.03. Monitoring
            of Servicer.

           

          (a) The
            Master Servicer shall be responsible for monitoring the compliance by
            the
            Servicer with its duties under this Agreement. In the review of the Servicer’s
            activities, the Master Servicer may rely upon an Officer’s Certificate of the
            Servicer with regard to the Servicer’s compliance with the terms of this
            Agreement. In the event that the Master Servicer, in its judgment, determines
            that the Servicer should be terminated in accordance with the terms hereof
            or
            that a notice should be sent pursuant to the terms hereof with respect
            to the
            occurrence of an event that, unless cured, would constitute a Servicer
            Event of
            Default, the Master Servicer shall notify the Servicer, the Sponsor and
            the
            Trustee thereof and the Master Servicer shall issue such notice or take
            such
            other action as it deems appropriate.

           

          (b) The
            Master Servicer, for the benefit of the Trustee and the Certificateholders,
            shall enforce the obligations of the Servicer under this Agreement and
            shall, in
            the event that the Servicer fails to perform its obligations in accordance
            with
            this Agreement, subject to this Section and Article VIII, notify the
            Trustee and
            the Trustee shall terminate the rights and obligations of the Servicer
            hereunder
            and the Master Servicer shall act as servicer of the Mortgage Loans or
            a
            successor servicer shall be appointed in accordance with the provisions
            of
            Article VIII. Such enforcement, including, without limitation, the legal
            prosecution of claims and the pursuit of other appropriate remedies,
            shall be in
            such form and carried out to such an extent and at such time as the Master
            Servicer, in its good faith business judgment, would require were it
            the owner
            of the Mortgage Loans. The Master Servicer shall pay the costs of such
            enforcement at its own expense, provided that the Master Servicer shall
            not be
            required to prosecute or defend any legal action except to the extent
            that the
            Master Servicer shall have received reasonable indemnity for its costs
            and
            expenses in pursuing such action.

           

          (c) The
            Master Servicer shall be entitled to be reimbursed by the Servicer (or
            from
            amounts on deposit in the Distribution Account if the Servicer is unable
            to
            fulfill its obligations hereunder) for all reasonable out-of-pocket or
            third
            party costs associated with the transfer of servicing from the predecessor
            Servicer (or if the predecessor Servicer is the Master Servicer, from
            the
            Servicer immediately preceding the Master Servicer), including without
            limitation, any reasonable out-of-pocket or third party costs or expenses
            associated with the complete transfer of all servicing data and the completion,
            correction or manipulation of such servicing data as may be required
            by the
            successor servicer (including the Master Servicer) to correct any errors
            or
            insufficiencies in the servicing data or otherwise to enable the successor
            servicer (including the Master Servicer) to service the Mortgage Loans
            properly
            and effectively, upon presentation of reasonable documentation of such
            costs and
            expenses.

           

          (d) The
            Master Servicer shall require the Servicer to comply with the remittance
            requirements and other obligations set forth in this Agreement.

           

          (e) If
            the Master Servicer acts as a successor to the Servicer, it will not
            assume any
            liability for the representations and warranties of the terminated
            Servicer.

           

          SECTION
            4.04. Fidelity
            Bond.

           

          The
            Master Servicer, at its expense, shall maintain in effect a blanket fidelity
            bond and an errors and omissions insurance policy, affording coverage
            with
            respect to all directors, officers, employees and other Persons acting
            on such
            Master Servicer’s behalf, and covering errors and omissions in the performance
            of the Master Servicer’s obligations hereunder. The errors and omissions
            insurance policy and the fidelity bond shall be in such form and amount
            generally acceptable for entities serving as master servicers or
            trustees.

           

          SECTION
            4.05. Power
            to Act; Procedures.

           

          The
            Master Servicer shall master service the Mortgage Loans and shall have
            full
            power and authority, subject to the REMIC Provisions and the provisions
            of
            Article XI, to do any and all things that it may deem necessary or desirable
            in
            connection with the master servicing and administration of the Mortgage
            Loans,
            including but not limited to the power and authority (i) to execute and
            deliver,
            on behalf of the Certificateholders and the Trustee, customary consents
            or
            waivers and other instruments and documents, (ii) to consent to transfers
            of any
            Mortgaged Property and assumptions of the Mortgage Notes and related
            Mortgages,
            (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and
            (iv) to
            effectuate foreclosure or other conversion of the ownership of the Mortgaged
            Property securing any Mortgage Loan, in each case, in accordance with
            the
            provisions of this Agreement; provided, however, that the Master Servicer
            shall
            not (and, consistent with its responsibilities under Section 4.03, shall
            not
            permit the Servicer to) knowingly or intentionally take any action, or
            fail to
            take (or fail to cause to be taken) any action reasonably within its
            control and
            the scope of duties more specifically set forth herein, that, under the
            REMIC
            Provisions, if taken or not taken, as the case may be, would cause REMIC
            I,
            REMIC II or REMIC III to fail to qualify as a REMIC or result in the
            imposition
            of a tax upon the Trust Fund (including but not limited to the tax on
            prohibited
            transactions as defined in Section 860F(a)(2) of the Code and the tax
            on
            contributions to a REMIC set forth in Section 860G(d) of the Code) unless
            the
            Master Servicer has received an Opinion of Counsel (but not at the expense
            of
            the Master Servicer) to the effect that the contemplated action will
            not cause
            REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC or result
            in the
            imposition of a tax upon REMIC I, REMIC II or REMIC III, as the case
            may be. The
            Trustee shall furnish the Master Servicer, upon written request from
            a Servicing
            Officer, with any powers of attorney prepared and delivered to it and
            reasonably
            acceptable to it by empowering the Master Servicer or the Servicer to
            execute
            and deliver instruments of satisfaction or cancellation, or of partial
            or full
            release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
            Property, and to appeal, prosecute or defend in any court action relating
            to the
            Mortgage Loans or the Mortgaged Property, in accordance with this Agreement,
            and
            the Trustee shall execute and deliver such other documents prepared and
            delivered to it and reasonably acceptable to it, as the Master Servicer
            or the
            Servicer may request, to enable the Master Servicer to master service
            and
            administer the Mortgage Loans and carry out its duties hereunder, in
            each case
            in accordance with Accepted Master Servicing Practices (and the Trustee
            shall
            have no liability for misuse of any such powers of attorney by the Master
            Servicer or the Servicer and shall be indemnified by the Master Servicer
            or the
            Servicer, as applicable, for any cost, liability or expense incurred
            by the
            Trustee in connection with such Person’s use or misuse of any such power of
            attorney). If the Master Servicer or the Trustee has been advised that
            it is
            likely that the laws of the state in which action is to be taken prohibit
            such
            action if taken in the name of the Trustee or that the Trustee would
            be
            adversely affected under the “doing business” or tax laws of such state if such
            action is taken in its name, the Master Servicer shall join with the
            Trustee in
            the appointment of a co-trustee pursuant to Section 9.10. In the performance
            of
            its duties hereunder, the Master Servicer shall be an independent contractor
            and
            shall not, except in those instances where it is taking action in the
            name of
            the Trustee, be deemed to be the agent of the Trustee.

           

          SECTION
            4.06. Due-on-Sale
            Clauses; Assumption Agreements.

           

          To
            the extent Mortgage Loans contain enforceable due-on-sale clauses, the
            Master
            Servicer shall cause the Servicer to enforce such clauses in accordance
            with
            this Agreement. If applicable law prohibits the enforcement of a due-on-sale
            clause or such clause is otherwise not enforced in accordance with this
            Agreement and, as a consequence, a Mortgage Loan is assumed, the original
            Mortgagor may be released from liability in accordance with this
            Agreement.

           

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

           

          (a) The
            Master Servicer shall transmit to the Trustee or the applicable Custodian
            such
            documents and instruments coming into the possession of the Master Servicer
            from
            time to time as are required by the terms hereof to be delivered to the
            Trustee
            or the applicable Custodian. Any funds received by the Master Servicer
            in
            respect of any Mortgage Loan or which otherwise are collected by the
            Master
            Servicer as Liquidation Proceeds or Insurance Proceeds in respect of
            any
            Mortgage Loan shall be remitted to the Securities Administrator for deposit
            in
            the Distribution Account. The Master Servicer shall, and, subject to
            Section
            3.21 of this Agreement, shall cause the Servicer to, provide access to
            information and documentation regarding the Mortgage Loans to the Trustee,
            its
            agents and accountants at any time upon reasonable request and during
            normal
            business hours, and to Certificateholders that are savings and loan
            associations, banks or insurance companies, the Office of Thrift Supervision,
            the FDIC and the supervisory agents and examiners of such Office and
            Corporation
            or examiners of any other federal or state banking or insurance regulatory
            authority if so required by applicable regulations of the Office of Thrift
            Supervision or other regulatory authority, such access to be afforded
            without
            charge but only upon reasonable request in writing and during normal
            business
            hours at the offices of the Master Servicer designated by it. In fulfilling
            such
            a request the Master Servicer shall not be responsible for determining
            the
            sufficiency of such information.

           

          (b) All
            Mortgage Files and funds collected or held by, or under the control of,
            the
            Master Servicer, in respect of any Mortgage Loans, whether from the collection
            of principal and interest payments or from Liquidation Proceeds or Insurance
            Proceeds, shall be remitted to the Securities Administrator for deposit
            in the
            Distribution Account.

           

          SECTION
            4.08. Standard
            Hazard Insurance and Flood Insurance Policies.

           

          For
            each Mortgage Loan, the Master Servicer shall enforce the obligation
            of the
            Servicer under this Agreement to maintain or cause to be maintained standard
            fire and casualty insurance and, where applicable, flood insurance, all
            in
            accordance with the provisions of this Agreement. It is understood and
            agreed
            that such insurance shall be with insurers meeting the eligibility requirements
            set forth in Section 3.11 of the Agreement and that no earthquake or
            other
            additional insurance is to be required of any Mortgagor or to be maintained
            on
            property acquired in respect of a defaulted loan, other than pursuant
            to such
            applicable laws and regulations as shall at any time be in force and
            as shall
            require such additional insurance.

           

          SECTION
            4.09. Presentment
            of Claims and Collection of Proceeds.

           

          The
            Master Servicer shall enforce the Servicer’s obligations under this Agreement to
            prepare and present on behalf of the Trustee and the Certificateholders
            all
            claims under any insurance policies and take such actions (including
            the
            negotiation, settlement, compromise or enforcement of the insured’s claim) as
            shall be necessary to realize recovery under such policies. Any proceeds
            disbursed to the Master Servicer (or disbursed to the Servicer and remitted
            to
            the Master Servicer) in respect of such policies, bonds or contracts
            shall be
            promptly deposited in the Distribution Account upon receipt, except that
            any
            amounts realized that are to be applied to the repair or restoration
            of the
            related Mortgaged Property as a condition precedent to the presentation
            of
            claims on the related Mortgage Loan to the insurer under any applicable
            insurance policy need not be so deposited or remitted.

           

          SECTION
            4.10. Maintenance
            of Primary Mortgage Insurance Policies.

           

          (a) The
            Master Servicer shall not take, or permit the Servicer to take (to the
            extent
            such action is prohibited by this Agreement), any action that would result
            in
            noncoverage under any primary mortgage insurance policy of any loss which,
            but
            for the actions of the Master Servicer or the Servicer, as applicable,
            would
            have been covered thereunder. The Master Servicer shall use its best
            reasonable
            efforts to cause the Servicer to keep in force and effect (to the extent
            that
            the Mortgage Loan requires the Mortgagor to maintain such insurance),
            primary
            mortgage insurance applicable to each Mortgage Loan in accordance with
            the
            provisions of this Agreement. The Master Servicer shall not, and shall
            not
            permit the Servicer to, cancel or refuse to renew any primary mortgage
            insurance
            policy that is in effect at the date of the initial issuance of the Mortgage
            Note and is required to be kept in force hereunder except in accordance
            with the
            provisions of this Agreement.

           

          (b) The
            Master Servicer agrees to cause the Servicer to present, on behalf of
            the
            Trustee and the Certificateholders, claims to the insurer under any primary
            mortgage insurance policies and, in this regard, to take such reasonable
            action
            as shall be necessary to permit recovery under any primary mortgage insurance
            policies respecting defaulted Mortgage Loans.

           

          SECTION
            4.11. Trustee
            to Retain Possession of Certain Insurance Policies and Documents.

           

          The
            Trustee or the applicable Custodian, shall retain possession and custody
            of the
            originals (to the extent available) of any primary mortgage insurance
            policies,
            or certificate of insurance if applicable, and any certificates of renewal
            as to
            the foregoing as may be issued from time to time as contemplated by this
            Agreement. Until all amounts distributable in respect of the Certificates
            have
            been distributed in full and the Master Servicer and the Servicer have
            otherwise
            fulfilled their respective obligations under this Agreement the Trustee
            or the
            applicable Custodian shall also retain possession and custody of each
            Mortgage
            File in accordance with and subject to the terms and conditions of this
            Agreement and the related Custodial Agreement. The Master Servicer shall
            promptly deliver or cause to be delivered to the Trustee or the applicable
            Custodian, upon the execution or receipt thereof the originals of any
            primary
            mortgage insurance policies, any certificates of renewal, and such other
            documents or instruments that constitute Mortgage Loan Documents that
            come into
            the possession of the Master Servicer from time to time.

           

          SECTION
            4.12. Realization
            Upon Defaulted Mortgage Loans.

           

          The
            Master Servicer shall cause the Servicer to foreclose upon, repossess
            or
            otherwise comparably convert the ownership of Mortgaged Properties securing
            such
            of the Mortgage Loans as come into and continue in default and as to
            which no
            satisfactory arrangements can be made for collection of delinquent payments,
            all
            in accordance with this Agreement.

           

          SECTION
            4.13. Compensation
            for the Master Servicer.

           

          As
            compensation for the activities of the Master Servicer hereunder, the
            Master
            Servicer shall be entitled to the Master Servicing Fee and the income
            from
            investment of or earnings on the funds from time to time in the Distribution
            Account, as provided in Section 3.10. The compensation payable to the
            Master
            Servicer in respect of any Distribution Date shall be reduced in accordance
            with
            Section 4.18. The Master Servicer shall be required to pay all expenses
            incurred
            by it in connection with its activities hereunder and shall not be entitled
            to
            reimbursement therefor except as provided in this Agreement.

           

          SECTION
            4.14. REO
            Property.

           

          (a) In
            the event the Trust Fund acquires ownership of any REO Property in respect
            of
            any Mortgage Loan, the deed or certificate of sale shall be issued to
            the
            Trustee, or to its nominee, on behalf of the related Certificateholders.
            The
            Master Servicer shall cause the Servicer to sell, any REO Property as
            expeditiously as possible and in accordance with the provisions of this
            Agreement. Further, the Master Servicer shall cause the Servicer to sell
            any REO
            Property prior to three years after the end of the calendar year of its
            acquisition by REMIC I unless (i) the Trustee shall have been supplied
            by the
            Servicer with an Opinion of Counsel to the effect that the holding by
            the Trust
            Fund of such REO Property subsequent to such three-year period will not
            result
            in the imposition of taxes on “prohibited transactions” of any REMIC hereunder
            as defined in section 860F of the Code or cause any REMIC hereunder to
            fail to
            qualify as a REMIC at any time that any Certificates are outstanding,
            in which
            case the Trust Fund may continue to hold such Mortgaged Property (subject
            to any
            conditions contained in such Opinion of Counsel) or (ii) the Servicer
            shall have
            applied for, prior to the expiration of such three-year period, an extension
            of
            such three-year period in the manner contemplated by Section 856(e)(3)
            of the
            Code, in which case the three-year period shall be extended by the applicable
            extension period. The Master Servicer shall cause the Servicer to protect
            and
            conserve, such REO Property in the manner and to the extent required
            by this
            Agreement in accordance with the REMIC Provisions and in a manner that
            does not
            result in a tax on “net income from foreclosure property” or cause such REO
            Property to fail to qualify as “foreclosure property” within the meaning of
            Section 860G(a)(8) of the Code.

           

          (b) The
            Master Servicer shall cause the Servicer to deposit all funds collected
            and
            received in connection with the operation of any REO Property in the
            REO
            Account.

           

          SECTION
            4.15. Master
            Servicer Annual Statement of Compliance.

           

          (a) The
            Master Servicer and the Securities Administrator shall deliver (or otherwise
            make available) (and the Master Servicer and Securities Administrator
            shall
            cause any Additional Servicer or Servicing Function Participant (other
            than any
            Subcontractors) engaged by it to deliver) to the Depositor and the Securities
            Administrator 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, has been made under
            such
            officer’s supervision and (B) to the best of such officer’s knowledge, based on
            such review, such party has fulfilled all its obligations under this
            Agreement,
            or such other applicable agreement in the case of an Additional Servicer,
            in all
            material respects throughout such year or portion thereof, or, if there
            has been
            a failure to fulfill any such obligation in any material respect, specifying
            each such failure known to such officer and the nature and status thereof.
            

           

          (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. In the event the Master
            Servicer,
            the Securities Administrator or any Servicing Function Participant engaged
            by
            the parties is terminated 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 with respect to the period of time it was subject to this
            Agreement
            or any other applicable agreement, as the case may be.

           

          (c) 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.

           

          (d) Copies
            of such Master Servicer annual statements of compliance shall be provided
            to any
            Certificateholder upon request, by the Master Servicer or by the Trustee
            at the
            Master Servicer’s expense if the Master Servicer failed to provide such copies
            (unless (i) the Master Servicer shall have failed to provide the Trustee
            with
            such statement or (ii) the Trustee shall be unaware of the Master Servicer’s
            failure to provide such statement).

           

          SECTION
            4.16. Master
            Servicer Assessments of Compliance. 

           

          (a) By
            March 15 of each year, commencing in March 2007, the Master Servicer
            and the
            Securities Administrator, each at its own expense, shall furnish, or
            otherwise
            make available, and each such party shall cause any Servicing Function
            Participant engaged by it to furnish, each at its own expense, to the
            Securities
            Administrator and the Depositor, a report on an assessment of compliance
            with
            the Relevant Servicing Criteria that contains (A) a statement by such
            party of
            its responsibility for assessing compliance with the Relevant Servicing
            Criteria, (B) a statement that such party used the Relevant Servicing
            Criteria
            to assess compliance with the Relevant Servicing Criteria, (C) such party’s
            assessment of compliance with the Relevant Servicing Criteria as of and
            for the
            fiscal year covered by the Form 10-K required to be filed pursuant to
            Section
            5.06(d), including, if there has been any material instance of noncompliance
            with the Relevant Servicing Criteria, a discussion of each such failure
            and the
            nature and status thereof, and (D) a statement that a registered public
            accounting firm has issued an attestation report on such party’s assessment of
            compliance with the Relevant Servicing Criteria as of and for such period.
            

           

          (b) No
            later than the end of each fiscal year for the Trust for which a 10-K
            is
            required to be filed, the Master Servicer shall forward to the Securities
            Administrator and to the Depositor the name of each Servicing Function
            Participant engaged by it and what Relevant Servicing Criteria will be
            addressed
            in the report on assessment of compliance prepared by such Servicing
            Function
            Participant. 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 with its own assessment of compliance to be submitted
            to the
            Securities Administrator pursuant to this Section 4.16. In the event
            the Master
            Servicer, the Securities Administrator or any Servicing Function Participant
            engaged by the parties is terminated 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 pursuant to this Section 4.16 with respect to the period
            of time
            it was subject to this Agreement or any other applicable agreement, as
            the case
            may be. 

           

          (e) 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).

           

          (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. 

           

          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
            a
            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 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 attestation received by it with its
            own
            attestation report to be submitted to the Securities Administrator pursuant
            to
            this Section 4.17. In the event the Master Servicer, the Securities
            Administrator or any Servicing Function Participant engaged by the parties
            is
            terminated 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 attestation pursuant to this Section 4.17
            with
            respect to the period of time it was subject to this Agreement or any
            other
            applicable agreement, as the case may be.

           

          (d) Failure
            of the Master Servicer to comply timely with this Section 4.17 shall
            be deemed a
            Master Servicer Event of Default, automatically, without notice and without
            any
            cure period, and the Trustee may, in addition to whatever rights the
            Trustee may
            have under this Agreement and at law or in equity or to damages, including
            injunctive relief and specific performance, terminate all the rights
            and
            obligations of the Master Servicer under this Agreement and in and to
            the
            Mortgage Loans and the proceeds thereof without compensating the Master
            Servicer
            for the same. This paragraph shall supersede any other provision in this
            Agreement or any other agreement to the contrary.

           

          SECTION
            4.18. Annual
            Certification.

           

          (a) Each
            Form 10-K required to be filed for the Trust pursuant to Section 5.06
            shall
            include a certification (the “Sarbanes-Oxley Certification”), required to be
            included therewith pursuant to the Sarbanes-Oxley Act. Each of the Master
            Servicer and the Securities Administrator shall provide, and shall cause
            any
            Servicing Function Participant engaged by it to provide to the Person
            who signs
            the Sarbanes-Oxley Certification (the “Certifying Person”), by March 15 of each
            year in which the Trust is subject to the reporting requirements of the
            Exchange
            Act and otherwise within a reasonable period of time upon request, a
            certification (each, a “Back-Up Certification”), in the form attached hereto as
            Exhibit C, upon which the Certifying Person, the entity for which the
            Certifying
            Person acts as an officer, and such entity’s officers, directors and Affiliates
            (collectively with the Certifying Person, “Certification Parties”) can
            reasonably rely. The 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 Master Servicer, the Securities Administrator or any
            Servicing
            Function Participant engaged by parties 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 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.

           

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

           

          In
            the event of any Prepayment Interest Shortfalls, the Master Servicer
            shall
            deposit into the Distribution Account not later than the related Distribution
            Date an amount equal to the lesser of (i) the aggregate amounts required
            to be
            paid by the Servicer with respect to Prepayment Interest Shortfalls attributable
            to Principal Prepayments in full on the Mortgage Loans for the related
            Distribution Date, and not so paid by the Servicer and (ii) the aggregate
            amount
            of the compensation payable to the Master Servicer for such Distribution
            Date in
            accordance with Section 4.13, without reimbursement therefor.

           

          SECTION
            4.20. Prepayment
            Penalty Verification.

           

          On
            or prior to each Servicer Remittance Date, the Servicer shall provide
            in an
            electronic format acceptable to the Master Servicer the data necessary
            for the
            Master Servicer to perform its verification duties set forth in this
            Section
            4.19. The Master Servicer or a third party reasonably acceptable to the
            Master
            Servicer and the Depositor (the “Verification Agent”) will perform such
            verification duties and will use its best efforts to issue its findings
            in a
            report (the “Verification Report”) delivered to the Master Servicer and the
            Depositor within ten (10) Business Days following the related Distribution
            Date;
            provided, however, that if the Verification Agent is unable to issue
            the
            Verification Report within ten (10) Business Days following the Distribution
            Date, the Verification Agent may issue and deliver to the Master Servicer
            and
            the Depositor the Verification Report upon the completion of its verification
            duties. The Master Servicer shall forward the Verification Report to
            the
            Servicer and shall notify the Servicer if the Master Servicer has determined
            that the Servicer did not deliver the appropriate Prepayment Charge to
            the
            Securities Administrator in accordance with this Agreement. Such written
            notification from the Master Servicer shall include the loan number,
            prepayment
            penalty code and prepayment penalty amount as calculated by the Master
            Servicer
            or the Verification Agent, as applicable, of each Mortgage Loan for which
            there
            is a discrepancy. If the Servicer agrees with the verified amounts, the
            Servicer
            shall adjust the immediately succeeding Servicer Report and the amount
            remitted
            to the Securities Administrator with respect to prepayments accordingly.
            If the
            Servicer disagrees with the determination of the Master Servicer, the
            Servicer
            shall, within five (5) Business Days of its receipt of the Verification
            Report,
            notify the Master Servicer of such disagreement and provide the Master
            Servicer
            with detailed information to support its position. The Servicer and the
            Master
            Servicer shall cooperate to resolve any discrepancy on or prior to the
            immediately succeeding Servicer Remittance Date, and the Servicer will
            indicate
            the effect of such resolution on the Servicer Report and shall adjust
            the amount
            remitted with respect to prepayments on such Servicer Remittance Date
            accordingly.

           

          During
            such time as the Servicer and the Master Servicer are resolving discrepancies
            with respect to the Prepayment Charges, no payments in respect of any
            disputed
            Prepayment Charges will be remitted to the Securities Administrator for
            deposit
            in the Distribution Account and the Master Servicer shall not be obligated
            to
            deposit such payments, unless otherwise required pursuant to Section
            8.01
            hereof. In connection with such duties, the Master Servicer shall be
            able to
            rely solely on the information provided to it by the Servicer in accordance
            with
            this Section. The Master Servicer shall not be responsible for verifying
            the
            accuracy of any of the information provided to it by the Servicer.

           

          ARTICLE
            V

           

          PAYMENTS
            TO CERTIFICATEHOLDERS

           

          SECTION
            5.01. Distributions.

           

          (a) On
            each Distribution Date, the following amounts, in the following order
            of
            priority, shall be distributed by REMIC I to REMIC II on account of the
            REMIC I
            Regular Interests and distributed to the holders of the Class R Certificates
            (in
            respect of the Class R-I Interest), as the case may be: 

           

          (1) With
            respect to the Group I Mortgage Loans:

           

          (i) to
            Holders of REMIC I Regular Interest I-1-A through I-42-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, payments of principal shall be allocated to REMIC I Regular
            interests
            I-1-A through I-42-B starting with the lowest numerical denomination
            until the
            Uncertificated Balance of each such REMIC I Regular Interest is reduced
            to zero,
            provided that, for REMIC I Regular Interests with the same numerical
            denomination, such payments of principal shall be allocated pro
            rata
            between such REMIC I Regular Interests.

           

          (2) With
            respect to the Group II Mortgage Loans:

           

          (i) to
            Holders of REMIC I Regular Interest II-1-A through II-42-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, payments of principal shall be allocated to REMIC I Regular
            interests
            II-1-A through II-42-B starting with the lowest numerical denomination
            until the
            Uncertificated Balance of each such REMIC I Regular Interest is reduced
            to zero,
            provided that, for REMIC I Regular Interests with the same numerical
            denomination, such payments of principal shall be allocated pro
            rata
            between such REMIC I Regular Interests.

           

          (b) to
            the Holders of REMIC I Regular Interest I-42-A all amounts representing
            Prepayment Charges in respect of the Group I Mortgage Loans received
            during the
            related Prepayment Period and to the Holders of REMIC I Regular Interest
            II-42-A, all amounts representing Prepayment Charges in respect of the
            Group II
            Mortgage Loans received during the related Prepayment Period..

           

          (c) (1)
            On each Distribution Date, the following amounts, in the following order
            of
            priority, shall be distributed by REMIC II to REMIC III on account of
            the REMIC
            II Regular Interests or withdrawn from the Distribution Account and distributed
            to the Holders of the Class R Certificates (in respect of the Class R-II
            Interest), as the case may be:

           

          (i) first
            to the Holders of REMIC II Regular Interest IO, in an amount equal to
            (A)
            Uncertificated Interest for such REMIC II Regular Interest for such Distribution
            Date, plus (B) any amounts in respect thereof remaining unpaid from previous
            Distribution Dates and second, to the Holders of REMIC II Regular Interest
            AA,
            REMIC II Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC
            II Regular
            Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest
            A-2D,
            REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II
            Regular
            Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest
            M-5,
            REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II
            Regular
            Interest M-8, REMIC II Regular Interest M-9, REMIC II Regular Interest
            M-10 and
            REMIC II Regular Interest M-11 and REMIC II Regular Interest ZZ, pro
            rata,
            in an amount equal to (A) the Uncertificated Interest for such Distribution
            Date, plus (B) any amounts in respect thereof remaining unpaid from previous
            Distribution Dates. Amounts payable as Uncertificated Interest in respect
            of
            REMIC II Regular Interest ZZ shall be reduced when the REMIC II
            Overcollateralization Amount is less than the REMIC II Required
            Overcollateralization Amount, by the lesser of (x) the amount of such
            difference
            and (y) the Maximum ZZ Uncertificated Interest Deferral Amount and such
            amount
            will be payable to the Holders of REMIC II Regular Interest A-1, REMIC
            II
            Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular
            Interest
            A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1,
            REMIC II
            Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular
            Interest
            M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC
            II
            Regular Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular
            Interest
            M-9, REMIC II Regular Interest M-10 and REMIC II Regular Interest M-11
            in the
            same proportion as the Overcollateralization Increase Amount is allocated
            to the
            Corresponding Certificates and the Uncertificated Balance of REMIC II
            Regular
            Interest ZZ shall be increased by such amount;

           

          (ii) to
            Holders of REMIC II Regular Interest I-SUB, REMIC II Regular Interest
            I-GRP,
            REMIC II Regular Interest II-SUB, REMIC II Regular Interest II-GRP, and
            REMIC II
            Regular Interest XX, pro
            rata,
            in an amount equal to (A) the Uncertificated Interest for such Distribution
            Date, plus (B) any amounts in respect thereof remaining unpaid from previous
            Distribution Dates;

           

          (iii) to
            the Holders of REMIC II Regular Interests, in an amount equal to the
            remainder
            of the REMIC II Marker Allocation Percentage of the available funds for
            such
            Distribution Date after the distributions made pursuant to clause (i)
            above,
            allocated as follows:

           

          (A) 98.00%
            of such remainder to the Holders of REMIC II Regular Interest AA, until
            the
            Uncertificated Balance of such REMIC II Regular Interest is reduced to
            zero;

           

          (B) 2.00%
            of such remainder, first, to the Holders of REMIC II Regular Interest
            A-1, REMIC
            II Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular
            Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest
            M-1,
            REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II
            Regular
            Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest
            M-6,
            REMIC II Regular Interest M-7, REMIC II Regular Interest M-8, REMIC II
            Regular
            Interest M-9, REMIC II Regular Interest M-10 and REMIC II Regular Interest
            M-11,
            1% of and in the same proportion as principal payments are allocated
            to the
            Corresponding Certificates, until the Uncertificated Balances of such
            REMIC II
            Regular Interests are reduced to zero and second to the Holders of REMIC
            II
            Regular Interest ZZ, until the Uncertificated Balance of such REMIC II
            Regular
            Interest is reduced to zero;

           

          (C) to
            the Holders of REMIC II Regular Interest P, all Prepayment Charges and
            on the
            Distribution Date immediately following the expiration of the latest
            Prepayment
            Charge as identified on the Prepayment Charge Schedule or any Distribution
            Date
            thereafter until $100 has been distributed pursuant to this clause;
            then

           

          (D) any
            remaining amount to the Holders of the Class R Certificate, in respect
            of the
            Class R-II Interest;

           

          provided,
            however, that 98.00% and 2.00% of any principal payments that are attributable
            to an Overcollateralization Reduction Amount shall be allocated to Holders
            of
            REMIC II Regular Interest AA and REMIC II Regular Interest ZZ,
            respectively.

           

          (iv) to
            the Holders of REMIC II Regular Interests, in an amount equal to the
            remainder
            of the REMIC II Sub WAC Allocation Percentage of available funds for
            such
            Distribution Date after the distributions made pursuant to clause (c)(ii)
            above,
            such that distributions of principal shall be deemed to be made to the
            REMIC II
            Regular Interests first, so as to keep the Uncertificated Balance of
            each REMIC
            II Regular Interest ending with the designation “GRP” equal to 0.01% of the
            aggregate Stated Principal Balance of the Mortgage Loans in the related
            loan
            group; second, to each REMIC II Regular Interest ending with the designation
            “SUB,” so that the Uncertificated Balance of each such REMIC II Regular Interest
            is equal to 0.01% of the excess of (x) the aggregate Stated Principal
            Balance of
            the Mortgage Loans in the related loan group over (y) the current Certificate
            Principal Balance of the Class A Certificate in the related loan group
            (except
            that if any such excess is a larger number than in the preceding distribution
            period, the least amount of principal shall be distributed to such REMIC
            II
            Regular Interests such that the REMIC II Subordinated Balance Ratio is
            maintained); and third, any remaining principal to REMIC II Regular Interest
            XX.

           

          (v) Notwithstanding
            the distributions described in Section 5.01(c)(1), distributions of funds
            shall
            be made to Certificateholders only in accordance with Section 5.01(c)(2)
            through
            (7) and Section 5.01(d).

           

          (2) On
            each Distribution Date, the Securities Administrator shall withdraw from
            the
            Distribution Account to the extent on deposit therein an amount equal
            to the
            Group I Interest Remittance Amount and make the following disbursements
            and
            transfers in the order of priority described below, in each case to the
            extent
            of the Group I Interest Remittance Amount remaining for such Distribution
            Date:

           

          first,
            to the Supplemental Interest Trust, an amount equal to the Group I Allocation
            Percentage of (i) any Net Swap Payment owed to the Swap Provider and
            (ii) any
            Swap Termination Payment owed to the Swap Provider not due to a Swap
            Provider
            Trigger Event;

           

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

           

          third,
            concurrently, to the Holders of the Class A-2A, Class A-2B, Class A-2C
            and Class
            A-2D Certificates, the Senior Interest Distribution Amount allocable
            to each
            such Class, to the extent remaining unpaid after the distribution of
            the Group
            II Interest Remittance Amount as set forth in Section 5.01(c)(3) below
            on a pro
            rata basis, based on the entitlement of each such Class.

           

          (3) On
            each Distribution Date, the Securities Administrator shall withdraw from
            the
            Distribution Account to the extent on deposit therein an amount equal
            to the
            Group II Interest Remittance Amount and make the following disbursements
            and
            transfers in the order of priority described below, in each case to the
            extent
            of the Group II Interest Remittance Amount remaining for such Distribution
            Date:

           

          first,
            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;

           

          second, concurrently,
            to the Holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D
            Certificates, the Senior Interest Distribution Amount allocable to each
            such
            Class, on a pro rata basis, based on the entitlement of each such Class;
            and

           

          third,
            to the Holders of the Class A-1 Certificates, the Senior Interest Distribution
            Amount allocable to the Class A-1 Certificates, to the extent remaining
            unpaid
            after the distribution of the Group I Interest Remittance Amount as set
            forth in
            Section 5.01(c)(2) above.

           

          (4) On
            each Distribution Date, the Securities Administrator shall withdraw from
            the
            Distribution Account to the extent on deposit therein an amount equal
            to the
            Group I Interest Remittance Amount and the Group II Interest Remittance
            Amount
            remaining after the distributions required by clauses (2) and (3) above
            and make
            the following disbursements and transfers in the order of priority described
            below, in each case to the extent of the Group I Interest Remittance
            Amount and
            Group II Interest Remittance Amount remaining for such Distribution
            Date:

           

          sequentially,
            to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class
            M-5,
            Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
            Certificates, in that order, to the extent of the Interest Distribution
            Amount
            allocable to each such Class.

           

          (5) On
            each Distribution Date (a) prior to the Stepdown Date or (b) on which
            a Trigger
            Event is in effect, the Securities Administrator shall withdraw from
            the
            Distribution Account to the extent on deposit therein an amount equal
            to the
            Group I Principal Distribution Amount and the Group II Principal Distribution
            Amount and distribute to the Certificateholders the following amounts,
            in the
            following order of priority:

           

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

           

          first,
            to the Supplemental Interest Trust, an amount equal to the Group I Allocation
            Percentage of (i) any Net Swap Payment owed to the Swap Provider and
            (ii) any
            Swap Termination Payment owed to the Swap Provider not due to a Swap
            Provider
            Trigger Event to the extent not paid from the Interest Remittance Amount
            on such
            Distribution Date;

           

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

           

          third,
            sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C
            and Class
            A-2D Certificates, in that order, after taking into account the distribution
            of
            the Group II Principal Distribution Amount as described in Section
            5.01(c)(5)(ii) below, until the Certificate Principal Balance of each
            such Class
            has been reduced to zero. 

           

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

           

          first,
            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,
            to the Holders of the Class A-1 Certificates after taking into account
            the
            distribution of the Group I Principal Distribution Amount as described
            in
            Section 5.01(c)(5)(i) above, until the Certificate Principal Balance
            of such
            Class has been reduced to zero.

           

          (iii) The
            Group I Principal Distribution Amount and Group II Principal Distribution
            Amount
            remaining after distributions pursuant to Sections 5.01(c)(5)(i) and
            (ii) above
            shall be distributed in the following order of priority:

           

          sequentially,
            to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class
            M-5,
            Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
            Certificates, in that order, until the Certificate Principal Balance
            of each
            such Class has been reduced to zero.

           

          (6) On
            each Distribution Date (a) on or after the Stepdown Date and (b) on which
            a
            Trigger Event is not in effect, the Securities Administrator shall withdraw
            from
            the Distribution Account to the extent on deposit therein an amount equal
            to the
            Group I Principal Distribution Amount and the Group II Principal Distribution
            Amount and distribute to the Certificateholders the following amounts,
            in the
            following order of priority:

           

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

           

          first,
            to the Supplemental Interest Trust, an amount equal to the Group I Allocation
            Percentage of (i) any Net Swap Payment owed to the Swap Provider and
            (ii) any
            Swap Termination Payment owed to the Swap Provider not due to a Swap
            Provider
            Trigger Event to the extent not paid from the Interest Remittance Amount
            on such
            Distribution Date;

           

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

           

          third,
            sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C
            and Class
            A-2D Certificates, in that order, after taking into account the distribution
            of
            the Group II Principal Distribution Amount pursuant to Section 5.01(c)(6)(ii)
            below, up to an amount equal to the amount, if any, of the Class A-2
            Principal
            Distribution Amount remaining unpaid on such Distribution Date, until
            the
            Certificate Principal Balance of each such Class has been reduced to
            zero.

           

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

           

          first,
            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, the Class A-2 Principal Distribution
            Amount,
            until the Certificate Principal Balance of each such Class has been reduced
            to
            zero; and

           

          third,
            to the Holders of the Class A-1 Certificates, after taking into account
            the
            distribution of the Group I Principal Distribution Amount pursuant to
            Section
            5.01(c)(6)(i) above, up to an amount equal to the amount, if any, of
            the Class
            A-1 Principal Distribution Amount remaining unpaid on such Distribution
            Date,
            until the Certificate Principal Balance of the Class A-1 Certificates
            has been
            reduced to zero.

           

          (iii) The
            Principal Distribution Amount remaining after distributions pursuant
            to Sections
            5.01(c)(6)(i) and (ii) above shall be distributed in the following order
            of
            priority:

           

          first,
            to the Holders of the Class M-1 Certificates, the lesser of (x) the remaining
            Principal Distribution Amount and (y) the Class M-1 Principal Distribution
            Amount, until the Certificate Principal Balance of the Class M-1 Certificates
            has been reduced to zero;

           

          second,
            to the Holders of the Class M-2 Certificates, the lesser of (x) the excess
            of
            (i) the remaining Principal Distribution Amount over (ii) the amounts
            distributed to the Holders of the Class M-1 Certificates under clause
            first
            above, and (y) the Class M-2 Principal Distribution Amount, until the
            Certificate Principal Balance of the Class M-2 Certificates has been
            reduced to
            zero;

           

          third,
            to the Holders of the Class M-3 Certificates, the lesser of (x) the excess
            of
            (i) the remaining Principal Distribution Amount over (ii) the sum of
            the amounts
            distributed to the Holders of the Class M-1 Certificates under clause
            first
            above and to the Holders of the Class M-2 Certificates under clause second
            above, and (y) the Class M-3 Principal Distribution Amount, until the
            Certificate Principal Balance of the Class M-3 Certificates has been
            reduced to
            zero;

           

          fourth,
            to the Holders of the Class M-4 Certificates, the lesser of (x) the excess
            of
            (i) the remaining Principal Distribution Amount over (ii) the sum of
            the amounts
            distributed to the Holders of the Class M-1 Certificates under clause
            first
            above, to the Holders of the Class M-2 Certificates under clause second
            above and to the Holders of the Class M-3 Certificates under clause third
            above, and (y) the Class M-4 Principal Distribution Amount, until the
            Certificate Principal Balance of the Class M-4 Certificates has been
            reduced to
            zero;

           

          fifth,
            to the Holders of the Class M-5 Certificates, the lesser of (x) the excess
            of
            (i) the remaining Principal Distribution Amount over (ii) the sum of
            the amounts
            distributed to the Holders of the Class M-1 Certificates under clause
            first
            above, to the Holders of the Class M-2 Certificates under clause second
            above, to the Holders of the Class M-3 Certificates under clause third
            above and to the Holders of the Class M-4 Certificates under clause fourth
            above, and (y) the Class M-5 Principal Distribution Amount, until the
            Certificate Principal Balance of the Class M-5 Certificates has been
            reduced to
            zero;

           

          sixth,
            to the Holders of the Class M-6 Certificates, the lesser of (x) the excess
            of
            (i) the remaining Principal Distribution Amount over (ii) the sum of
            the amounts
            distributed to the Holders of the Class M-1 Certificates under clause
            first
            above, to the Holders of the Class M-2 Certificates under clause second
            above, to the Holders of the Class M-3 Certificates under clause third
            above, to the Holders of the Class M-4 Certificates under clause fourth
            above and to the Holders of the Class M-5 Certificates under clause fifth
            above, and (y) the Class M-6 Principal Distribution Amount, until the
            Certificate Principal Balance of the Class M-6 Certificates has been
            reduced to
            zero; 

           

          seventh,
            to the Holders of the Class M-7 Certificates, the lesser of (x) the excess
            of
            (i) the remaining Principal Distribution Amount over (ii) the sum of
            the amounts
            distributed to the Holders of the Class M-1 Certificates under clause
            first
            above, to the Holders of the Class M-2 Certificates under clause second
            above, to the Holders of the Class M-3 Certificates under clause third
            above, to the Holders of the Class M-4 Certificates under clause fourth
            above, to the Holders of the Class M-5 Certificates under clause fifth
            above and to the Holders of the Class M-6 Certificates under clause sixth
            above, and (y) the Class M-7 Principal Distribution Amount, until the
            Certificate Principal Balance of the Class M-7 Certificates has been
            reduced to
            zero;

           

          eighth,
            to the Holders of the Class M-8 Certificates, the lesser of (x) the excess
            of
            (i) the remaining Principal Distribution Amount over (ii) the sum of
            the amounts
            distributed to the Holders of the Class M-1 Certificates under clause
            first
            above, to the Holders of the Class M-2 Certificates under clause second
            above, to the Holders of the Class M-3 Certificates under clause third
            above, to the Holders of the Class M-4 Certificates under clause fourth
            above, to the Holders of the Class M-5 Certificates under clause fifth
            above, to the Holders of the Class M-6 Certificates under clause sixth
            above and to the Holders of the Class M-7 Certificates under clause seventh
            above, and (y) the Class M-8 Principal Distribution Amount, until the
            Certificate Principal Balance of the Class M-8 Certificates has been
            reduced to
            zero; 

           

          ninth,
            to the Holders of the Class M-9 Certificates, the lesser of (x) the excess
            of
            (i) the remaining Principal Distribution Amount over (ii) the sum of
            the amounts
            distributed to the Holders of the Class M-1 Certificates under clause
            first
            above, to the Holders of the Class M-2 Certificates under clause second
            above, to the Holders of the Class M-3 Certificates under clause third
            above, to the Holders of the Class M-4 Certificates under clause fourth
            above, to the Holders of the Class M-5 Certificates under clause fifth
            above, to the Holders of the Class M-6 Certificates under clause sixth
            above, to the Holders of the Class M-7 Certificates under clause seventh
            above and to the Holders of the Class M-8 Certificates under clause eighth
            above, and (y) the Class M-9 Principal Distribution Amount, until the
            Certificate Principal Balance of the Class M-9 Certificates has been
            reduced to
            zero;

           

          tenth,
            to the Holders of the Class M-10 Certificates, the lesser of (x) the
            excess of
            (i) the remaining Principal Distribution Amount over (ii) the sum of
            the amounts
            distributed to the Holders of the Class M-1 Certificates under clause
            first
            above, to the Holders of the Class M-2 Certificates under clause second
            above, to the Holders of the Class M-3 Certificates under clause third
            above, to the Holders of the Class M-4 Certificates under clause fourth
            above, to the Holders of the Class M-5 Certificates under clause fifth
            above, to the Holders of the Class M-6 Certificates under clause sixth
            above, to the Holders of the Class M-7 Certificates under clause seventh
            above, to the Holders of the Class M-8 Certificates under clause eighth
            above and to the Holders of the Class M-9 Certificate under clause ninth
            above, and (y) the Class M-10 Principal Distribution Amount, until the
            Certificate Principal Balance of the Class M-10 Certificates has been
            reduced to
            zero;
            and

           

          eleventh,
            to the Holders of the Class M-11 Certificates, the lesser of (x) the
            excess of
            (i) the remaining Principal Distribution Amount over (ii) the sum of
            the amounts
            distributed to the Holders of the Class M-1 Certificates under clause
            first
            above, to the Holders of the Class M-2 Certificates under clause second
            above, to the Holders of the Class M-3 Certificates under clause third
            above, to the Holders of the Class M-4 Certificates under clause fourth
            above, to the Holders of the Class M-5 Certificates under clause fifth
            above, to the Holders of the Class M-6 Certificates under clause sixth
            above, to the Holders of the Class M-7 Certificates under clause seventh
            above, to the Holders of the Class M-8 Certificates under clause eighth
            above, to the Holders of the Class M-9 Certificate under clause ninth
            above and to the Holders of the Class M-10 Certificates under clause
            tenth
            above,
            and (y) the Class M-11 Principal Distribution Amount, until the Certificate
            Principal Balance of the Class M-11 Certificates has been reduced to
            zero.

           

          Notwithstanding
            the priority of distributions described in this Section 5.01(c) with
            respect to
            the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, on
            any
            Distribution Date which occurs after the Certificate Principal Balances
            of the
            Mezzanine Certificates have been reduced to zero distributions in respect
            of
            principal to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates
            will be made on a pro rata basis, based on the Certificate Principal
            Balance of
            each such Class, until the Certificate Principal Balance of each such
            Class has
            been reduced to zero.

           

          (7) On
            each Distribution Date, the Net Monthly Excess Cashflow (or, in the case
            of
            clause (i) below, the Net Monthly Excess Cashflow exclusive of any
            Overcollateralization Reduction Amount) shall be distributed as
            follows:

           

          (i) to
            the Holders of the Class or Classes of Certificates then entitled to
            receive
            distributions in respect of principal, in an amount equal to the
            Overcollateralization Increase Amount, payable to such Holders in accordance
            with the priorities set forth in Section 5.01(c)(5) and (6) above
            below;

           

          (ii) sequentially,
            to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class
            M-5,
            Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
            Certificates, in that order, in an amount equal to the Interest Carry
            Forward
            Amount allocable to each such Class;

           

          (iii) sequentially,
            to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class
            M-5,
            Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
            Certificates, in that order, in an amount equal to the Allocated Realized
            Loss
            Amount allocable to each such Class;

           

          (iv) concurrently,
            to the Holders of the Class A Certificates, in an amount equal to such
            Certificates’ allocated share of any Prepayment Interest Shortfalls on the
            Mortgage Loans to the extent not covered by payments pursuant to Section
            3.23 or
            4.18 of this Agreement and any shortfalls resulting from the application
            of the
            Relief Act or similar state or local law or the bankruptcy code with
            respect to
            the Mortgage Loans to the extent not previously reimbursed pursuant to
            Section
            1.02;

           

          (v) sequentially,
            to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class
            M-5,
            Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
            Certificates, in that order, in an amount equal to such certificates’ share of
            any Prepayment Interest Shortfalls on the Mortgage Loans to the extent
            not
            covered by payments pursuant to Sections 3.22 or Section 4.18 of this
            Agreement
            and any Relief Act Interest Shortfall, in each case that were allocated
            to such
            Class for such Distribution Date and for any prior Distribution Date,
            to the
            extent not previously reimbursed pursuant to Section 1.02;

           

          (vi) to
            the Reserve Fund, the amount by which the Net WAC Rate Carryover Amounts,
            if
            any, with respect to the Offered Certificates exceeds the 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; 

           

          (viii) 
            to the Holders of the Class CE Certificates the Interest Distribution
            Amount and
            any Overcollateralization Reduction Amount for such Distribution Date;
            and

           

          (ix) to
            the Holders of the Class R Certificates, in respect of the Class R-III
            Interest,
            any remaining amounts; provided that if such Distribution Date is the
            Distribution Date immediately following the expiration of the latest
            Prepayment
            Charge term as identified on the Mortgage Loan Schedule or any Distribution
            Date
            thereafter, then any such remaining amounts will be distributed first,
            to the
            Holders of the Class P Certificates, until the Certificate Principal
            Balance
            thereof has been reduced to zero and second, to the Holders of the Class
            R
            Certificates.

           

          The
            Class CE Certificates are intended to receive all principal and interest
            received by the Trust on the Mortgage Loans that is not otherwise distributable
            to any other Class of Regular Certificates or REMIC Regular Interests.
            If the
            Securities Administrator determines that the Residual Certificates are
            entitled
            to any distributions on any Distribution Date other than the final Distribution
            Date, the Securities Administrator, prior to any such distribution to
            any
            Residual Certificate, shall notify the Depositor of such impending distribution.
            Upon such notification, the Depositor will prepare and request that the
            other
            parties hereto enter into an amendment to the Pooling and Servicing Agreement
            pursuant to Section 12.01, to revise such mistake in the distribution
            provisions.

           

          On
            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, the amount of any Net WAC Rate
            Carryover
            Amount for such Distribution Date and distribute such amount first, concurrently
            to the Class A Certificates, on a pro
            rata
            basis; second, to the Class M-1 Certificates, third, to the Class M-2
            Certificates, fourth, to the Class M-3 Certificates, fifth, to the Class
            M-4
            Certificates, sixth, to the Class M-5 Certificates, seventh, to the Class
            M-6
            Certificates, eighth, to the Class M-7 Certificates, ninth, to the Class
            M-8
            Certificates, tenth, to the Class M-9 Certificates, eleventh, to the
            Class M-10
            Certificates and twelfth, to the Class M-11 Certificates, in each case
            to the
            extent to the extent any Net WAC Rate Carryover Amount is allocable to
            each such
            Class.

           

          (d) As
            described in Section 5.01(c)(2), (3), (5) and (6) above, Net Swap Payments
            and Swap Termination Payments (other than Swap Termination Payments resulting
            from a Swap Provider Trigger Event) payable by the Supplemental Interest
            Trust
            to the Swap Provider pursuant to the Swap Agreement shall be deducted
            from the
            Interest Remittance Amount, and to the extent of any such remaining amounts
            due,
            from the Principal Remittance Amount, prior to any distributions to the
            Certificateholders. On each Distribution Date, such amounts will be remitted
            to
            the Supplemental Interest Trust, first to make any Net Swap Payment owed
            to the
            Swap Provider pursuant to the Swap Agreement for such Distribution Date,
            and
            second to make any Swap Termination Payment (not due to a Swap Provider
            Trigger
            Event) owed to the Swap Provider pursuant to the Swap Agreement for such
            Distribution Date. Any Swap Termination Payment triggered by a Swap Provider
            Trigger Event owed to the Swap Provider pursuant to the Swap Agreement
            will be
            subordinated to distributions to the Holders of the Offered Certificates
            and
            shall be paid pursuant to Section 5.01(c)(7)(vii).

           

          (e) On
            each Distribution Date, to the extent required, following the distribution
            of
            the Net Monthly Excess Cashflow and withdrawals from the Reserve Fund,
            the
            Securities Administrator will withdraw any amounts in the Supplemental
            Interest
            Trust and distribute such amounts in the following order of priority:
            

           

          first,
            to the Swap Provider, any Net Swap Payment owed to the Swap Provider
            pursuant to
            the Swap Agreement for such Distribution Date;

           

          second,
            to the Swap Provider, any Swap Termination Payment owed to the Swap Provider
            not
            due to a Swap Provider Trigger Event pursuant to the Swap
            Agreement;

           

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

           

          fourth,
            sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class
            M-5,
            Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
            Certificates, in that order, the related Interest Distribution Amount
            and
            Interest Carry Forward Amount, to the extent remaining undistributed
            after the
            distributions of the Group I Interest Remittance Amount, the Group II
            Interest
            Remittance Amount and the Net Monthly Excess Cashflow;

           

          fifth,
            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;

           

          sixth,
            sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class
            M-5,
            Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
            Certificates, in that order, the related Net WAC Rate Carryover Amount,
            to the
            extent remaining undistributed after distributions are made from the
            Reserve
            Fund;

           

          seventh,
            to the holders of the Class or Classes of Certificates then entitled
            to receive
            distributions in respect of principal, in an amount necessary to maintain
            the
            Required Overcollateralization Amount after taking into account distributions
            made pursuant to Section 5.01(c)(7)(i) above;

           

          eighth,
            sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class
            M-5, Class
            M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates,
            in
            that order, 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; 

           

          ninth,
            to the Swap Provider, an amount equal to any Swap Termination Payment
            owed to
            the Swap Provider due to a Swap Provider Trigger Event pursuant to the
            Swap
            Agreement; and

           

          tenth,
            to the Class CE Certificates, any remaining amounts.

           

          (f) On
            each Distribution Date, the Securities Administrator shall withdraw any
            amounts
            then on deposit in the Distribution Account that represent Prepayment
            Charges
            and shall distribute such amounts to the Class P Certificateholders as
            described
            above.

           

          (g) All
            distributions made with respect to each Class of Certificates on each
            Distribution Date shall be allocated pro
            rata
            among the outstanding Certificates in such Class based on their respective
            Percentage Interests. Payments in respect of each Class of Certificates
            on each
            Distribution Date will be made to the Holders of the respective Class
            of record
            on the related Record Date (except as otherwise provided in Section 5.01(i)
            or
            Section 10.01 respecting the final distribution on such Class), based
            on the
            aggregate Percentage Interest represented by their respective Certificates,
            and
            shall be made by wire transfer of immediately available funds to the
            account of
            any such Holder at a bank or other entity having appropriate facilities
            therefor, if such Holder shall have so notified the Securities Administrator
            in
            writing at least five (5) Business Days prior to the Record Date immediately
            prior to such Distribution Date and is the registered owner of Certificates
            having an initial aggregate Certificate Principal Balance that is in
            excess of
            the lesser of (i) $5,000,000 or (ii) two-thirds of the initial Certificate
            Principal Balance of such Class of Certificates, or otherwise by check
            mailed by
            first class mail to the address of such Holder appearing in the Certificate
            Register. The final distribution on each Certificate will be made in
            like
            manner, but only upon presentment and surrender of such Certificate at
            the
            Corporate Trust Office of the Securities Administrator or such other
            location
            specified in the notice to Certificateholders of such final
            distribution.

           

          Each
            distribution with respect to a Book-Entry Certificate shall be paid to
            the
            Depository, as Holder thereof, and the Depository shall be responsible
            for
            crediting the amount of such distribution to the accounts of its Depository
            Participants in accordance with its normal procedures. Each Depository
            Participant shall be responsible for disbursing such distribution to
            the
            Certificate Owners that it represents and to each indirect participating
            brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
            it acts as agent. Each brokerage firm shall be responsible for disbursing
            funds
            to the Certificate Owners that it represents. None of the Trustee, the
            Depositor, the Servicer, the Securities Administrator or the Master Servicer
            shall have any responsibility therefor except as otherwise provided by
            this
            Agreement or applicable law.

           

          (h) The
            rights of the Certificateholders to receive distributions in respect
            of the
            Certificates, and all interests of the Certificateholders in such distributions,
            shall be as set forth in this Agreement. None of the Holders of any Class
            of
            Certificates, the Trustee, the Servicer, the Securities Administrator
            or the
            Master Servicer shall in any way be responsible or liable to the Holders
            of any
            other Class of Certificates in respect of amounts properly previously
            distributed on the Certificates.

           

          (i) Except
            as otherwise provided in Section 10.01, whenever the Securities Administrator
            expects that the final distribution with respect to any Class of Certificates
            will be made on the next Distribution Date, the Securities Administrator
            shall,
            no later than three (3) days before the related Distribution Date, mail
            to each
            Holder on such date of such Class of Certificates a notice to the effect
            that:

           

          (i) the
            Securities Administrator expects that the final distribution with respect
            to
            such Class of Certificates will be made on such Distribution Date but
            only upon
            presentation and surrender of such Certificates at the office of the
            Securities
            Administrator therein specified, and

           

          (ii) no
            interest shall accrue on such Certificates from and after the end of
            the related
            Interest Accrual Period.

           

          Any
            funds not distributed to any Holder or Holders of Certificates of such
            Class on
            such Distribution Date because of the failure of such Holder or Holders
            to
            tender their Certificates shall, on such date, be set aside and held
            in trust by
            the Securities Administrator and credited to the account of the appropriate
            non-tendering Holder or Holders. If any Certificates as to which notice
            has been
            given pursuant to this Section 5.01(i) shall not have been surrendered
            for
            cancellation within six months after the time specified in such notice,
            the
            Securities Administrator shall mail a second notice to the remaining
            non-tendering Certificateholders to surrender their Certificates for
            cancellation in order to receive the final distribution with respect
            thereto. If
            within one year after the second notice all such Certificates shall not
            have
            been surrendered for cancellation, the Securities Administrator shall,
            directly
            or through an agent, mail a final notice to the remaining non-tendering
            Certificateholders concerning surrender of their Certificates but shall
            continue
            to hold any remaining funds for the benefit of non-tendering Certificateholders.
            The costs and expenses of maintaining the funds in trust and of contacting
            such
            Certificateholders shall be paid out of the assets remaining in such
            trust fund.
            If within one year after the final notice any such Certificates shall
            not have
            been surrendered for cancellation, the Securities Administrator shall
            pay to the
            Depositor all such amounts, and all rights of non-tendering Certificateholders
            in or to such amounts shall thereupon cease. No interest shall accrue
            or be
            payable to any Certificateholder on any amount held in trust by the Securities
            Administrator as a result of such Certificateholder’s failure to surrender its
            Certificate(s) on the final Distribution Date for final payment thereof
            in
            accordance with this Section 5.01(i). Any such amounts held in trust
            by the
            Securities Administrator shall be held uninvested in an Eligible
            Account.

           

          (j) Notwithstanding
            anything to the contrary herein, (i) in no event shall the Certificate
            Principal
            Balance of a Class A Certificate or a Mezzanine Certificate be reduced
            more than
            once in respect of any particular amount both (a) allocated to such Certificate
            in respect of Realized Losses pursuant to Section 5.04 and (b) distributed
            to
            the Holder of such Certificate in reduction of the Certificate Principal
            Balance
            thereof pursuant to this Section 5.01 from Net Monthly Excess Cashflow
            and (ii)
            in no event shall the Uncertificated Balance of a REMIC Regular Interest
            be
            reduced more than once in respect of any particular amount both (a) allocated
            to
            such REMIC Regular Interest in respect of Realized Losses pursuant to
            Section
            5.04 and (b) distributed on such REMIC Regular Interest in reduction
            of the
            Uncertificated Balance thereof pursuant to this Section 5.01.

           

          SECTION
            5.02. Statements
            to Certificateholders.

           

          On
            each Distribution Date, the Securities Administrator (based on the information
            set forth in the Servicer Reports for such Distribution Date and information
            provided by the Trustee or the Swap Provider under the Swap Agreement
            with
            respect to payments made pursuant to the Swap Agreement) shall make available
            to
            each Holder of the Certificates, 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
            amount, if any, of fees or expenses accrued and paid, with an identification
            of
            the payee and the general purpose of such fees;

           

          (iv) 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;

           

          (v) 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;

           

          (vi) with
            respect to each loan group, the Interest Carry Forward Amounts and any
            Net WAC
            Rate Carryover Amounts for the related Certificates (if any);

           

          (vii) 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;

           

          (viii) with
            respect to each loan group, the number and Scheduled Principal Balance
            of all
            the Mortgage Loans for the following Distribution Date;

           

          (ix) the
            Pass-Through Rate for each Class of Certificates for such Distribution
            Date;

           

          (x) the
            aggregate amount of Advances included in the distributions on the Distribution
            Date (including the general purpose of such Advances);

           

          (xi) with
            respect to each loan group, the number and aggregate principal balance
            of any
            Mortgage Loans that were (A) delinquent (exclusive of Mortgage Loans
            in
            foreclosure) using the “OTS” method (1) one scheduled payment is delinquent, (2)
            two scheduled payments are delinquent, (3) three scheduled payments are
            delinquent and (4) foreclosure proceedings have been commenced, and loss
            information for the period;

           

          (xii) the
            amount of, if any, of Net Monthly Excess Cashflow or excess spread and
            the
            application of such Net Monthly Excess Cashflow;

           

          (xiii) 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;

           

          (xiv) with
            respect to each loan group, whether the Stepdown Date has occurred and
            whether
            Trigger Event is in effect;

           

          (xv) the
            total number and principal balance of any real estate owned, or REO Properties,
            as of the end of the related Prepayment Period;

           

          (xvi) with
            respect to each loan group, the cumulative Realized Losses through the
            end of
            the preceding month;

           

          (xvii) 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,

           

          (xviii) with
            respect to each loan group, the amount of the Prepayment Charges remitted
            by the
            Servicer;

           

          (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 or the Master Servicer pursuant to Section 4.19
            of this
            Agreement;

           

          (xxii) the
            Required Overcollateralization Amount and the Credit Enhancement Percentage
            for
            such Distribution Date;

           

          (xxiii) the
            Overcollateralization Increase Amount, if any, for such Distribution
            Date;

           

          (xxiv) the
            Overcollateralization Reduction Amount, if any, for such Distribution
            Date;

           

          (xxv) the
            amount of any deposit to the Reserve Fund contemplated by Section
            3.25(b);

           

          (xxvi) the
            balance of the Reserve Fund prior to the deposit or withdrawal of any
            amounts on
            such Distribution Date;

           

          (xxvii) the
            amount of any deposit to the Reserve Fund pursuant to Section
            5.01(c)(7)(vi);

           

          (xxviii) the
            Aggregate Loss Severity Percentage; and

           

          (xxix) 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.

           

          The
            Securities Administrator will make such statement (and, at its option,
            any
            additional files containing the same information in an alternative format)
            available each month to the Certificateholders and the Rating Agencies
            via the
            Securities Administrator’s internet website. The Securities Administrator’s
            internet website shall initially be located at http:\\www.ctslink.com
            and
            assistance in using the website can be obtained by calling the Securities
            Administrator’s customer service desk at 1-301-815-6600. Parties that are unable
            to use the above distribution options are entitled to have a paper copy
            mailed
            to them via first class mail by calling the customer service desk and
            indicating
            such. The Securities Administrator shall have the right to change the
            way such
            statements are distributed in order to make such distribution more convenient
            and/or more accessible to the above parties and the Securities Administrator
            shall provide timely and adequate notification to all above parties regarding
            any such changes.

           

          In
            the case of information furnished pursuant to subclauses (i) and (ii)
            above, the
            amounts shall be expressed as a dollar amount per Single Certificate
            of the
            relevant Class.

           

          Within
            a reasonable period of time after the end of each calendar year, the
            Securities
            Administrator shall furnish upon request to each Person who at any time
            during
            the calendar year was a Holder of a Regular Certificate a statement containing
            the information set forth in subclauses (i) through (iii) above, aggregated
            for
            such calendar year or applicable portion thereof during which such person
            was a
            Certificateholder. Such obligation of the Securities Administrator shall
            be
            deemed to have been satisfied to the extent that substantially comparable
            information shall be provided by the Securities Administrator pursuant
            to any
            requirements of the Code as from time to time are in force.

           

          Within
            a reasonable period of time after the end of each calendar year, the
            Securities
            Administrator shall furnish upon request to each Person who at any time
            during
            the calendar year was a Holder of a Residual Certificate a statement
            setting
            forth the amount, if any, actually distributed with respect to the Residual
            Certificates, as appropriate, aggregated for such calendar year or applicable
            portion thereof during which such Person was a Certificateholder.

           

          The
            Securities Administrator shall, upon request, furnish to each Certificateholder
            during the term of this Agreement, such periodic, special, or other reports
            or
            information, whether or not provided for herein, as shall be reasonable
            with
            respect to the Certificateholder, as applicable, or otherwise with respect
            to
            the purposes of this Agreement, all such reports or information to be
            provided
            at the expense of the Certificateholder, in accordance with such reasonable
            and
            explicit instructions and directions as the Certificateholder may
            provide.

           

          On
            each Distribution Date the Securities Administrator shall provide Bloomberg
            Financial Markets, L.P. (“Bloomberg”) CUSIP level factors for each Class of
            Certificates as of such Distribution Date, using a format and media mutually
            acceptable to the Securities Administrator and Bloomberg.

           

          SECTION
            5.03. Servicer
            Reports; P&I Advances.

           

          (a) On
            or before 12:00 noon New York time on the 18th calendar day of the month,
            and if
            the 18th calendar day is not a Business Day, the immediately following
            Business
            Day, the Servicer shall deliver to the Master Servicer and the Securities
            Administrator by telecopy or electronic mail (or by such other means
            as the
            Servicer, the Master Servicer and the Securities Administrator may agree
            from
            time to time) a remittance report containing such information with respect
            to
            the related Mortgage Loans and the related Distribution Date as is reasonably
            available to the Servicer as the Master Servicer or the Securities Administrator
            may reasonably require so as to enable the Master Servicer to master
            service the
            Mortgage Loans and oversee the servicing by the Servicer and the Securities
            Administrator to fulfill its obligations hereunder with respect to securities
            and tax reporting.

           

          (b) The
            amount of P&I Advances to be made by the Servicer on any Distribution Date
            shall equal, subject to Section 5.03(d), (i) the aggregate amount of
            Monthly
            Payments (net of the related Servicing Fees), due during the related
            Due Period
            in respect of the Mortgage Loans serviced by the Servicer, which Monthly
            Payments were delinquent as of the close of business on the related
            Determination Date and (ii) with respect to each REO Property, which
            was
            acquired during or prior to the related Prepayment Period and as to which
            an REO
            Disposition did not occur during the related Prepayment Period, an amount
            equal
            to the excess, if any, of the REO Imputed Interest on such REO Property
            for the
            most recently ended calendar month, over the net income from such REO
            Property
            deposited in the Collection Account pursuant to Section 3.22 of this
            Agreement
            for distribution on such Distribution Date; provided, however, the Servicer
            shall not be required to make P&I Advances with respect to Relief Act
            Interest Shortfalls, or with respect to Prepayment Interest Shortfalls
            in excess
            of its obligations under Section 3.23. For purposes of the preceding
            sentence,
            the Monthly Payment on each Balloon Mortgage Loan with a delinquent Balloon
            Payment is equal to the assumed monthly payment that would have been
            due on the
            related Due Date based on the original principal amortization schedule
            for such
            Balloon Mortgage Loan.

           

          By
            12:00 noon New York time on the Servicer Remittance Date, the Servicer
            shall
            remit in immediately available funds to the Securities Administrator
            for deposit
            in the Distribution Account an amount equal to the aggregate amount of
            P&I
            Advances, if any, to be made in respect of the Mortgage Loans for the
            related
            Distribution Date either (i) from its own funds or (ii) from the Collection
            Account, to the extent of any Amounts Held For Future Distribution on
            deposit
            therein (in which case it will cause to be made an appropriate entry
            in the
            records of the Collection Account that Amounts Held For Future Distribution
            have
            been, as permitted by this Section 5.03, used by the Servicer in discharge
            of
            any such P&I Advance) or (iii) in the form of any combination of (i) and
            (ii) aggregating the total amount of P&I Advances to be made by the Servicer
            with respect to the Mortgage Loans. In addition, the Servicer shall have
            the
            right to reimburse itself for any outstanding P&I Advance made from its own
            funds from Amounts Held for Future Distribution. Any Amounts Held For
            Future
            Distribution used by the Servicer to make P&I Advances or to reimburse
            itself for outstanding P&I Advances shall be appropriately reflected in the
            Servicer’s records and replaced by the Servicer by deposit in the Collection
            Account no later than the close of business on the Servicer Remittance
            Date
            immediately following the Due Period or Prepayment Period for which such
            amounts
            relate. The Securities Administrator will notify the Servicer and the
            Master
            Servicer by the close of business on the Business Day prior to the Distribution
            Date in the event that the amount remitted by the Servicer to the Securities
            Administrator on such date is less than the P&I Advances required to be made
            by the Servicer for the related Distribution Date.

           

          (c) The
            obligation of the Servicer to make such P&I Advances is mandatory,
            notwithstanding any other provision of this Agreement but subject to
            (d) below,
            and, with respect to any related Mortgage Loan or REO Property, shall
            continue
            until a Final Recovery Determination in connection therewith or the removal
            thereof from the Trust Fund pursuant to any applicable provision of this
            Agreement, except as otherwise provided in this Section.

           

          (d) Notwithstanding
            anything herein to the contrary, no P&I Advance or Servicing Advance shall
            be required to be made hereunder by the Servicer if such P&I Advance or
            Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
            Nonrecoverable Servicing Advance, respectively. The determination by
            the
            Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable
            Servicing Advance or that any proposed P&I Advance or Servicing Advance, if
            made, would constitute a Nonrecoverable P&I Advance or Nonrecoverable
            Servicing Advance, respectively, shall be evidenced by a certification
            of a
            Servicing Officer delivered to the Master Servicer.

           

          (e) Subject
            to and in accordance with the provisions of Article VIII, in the event
            the
            Servicer fails to make any required P&I Advance, then the Master Servicer
            (in its capacity as successor servicer) or any other successor servicer
            shall be
            required to make such P&I Advance on the Distribution Date on which the
            Servicer was required to make such Advance, subject to its determination
            of
            recoverability. 

           

          SECTION
            5.04. Allocation
            of Realized Losses.

           

          (a) Prior
            to the Determination Date, the Servicer shall determine as to each Mortgage
            Loan
            serviced by the Servicer and any related REO Property and include in
            the monthly
            remittance report provided to the Master Servicer and the Securities
            Administrator (substantially in the form of Schedule 4 hereto) such information
            as is reasonably available to the Servicer as the Master Servicer or
            the
            Securities Administrator may reasonably require so as to enable the Master
            Servicer to master service the Mortgage Loans and oversee the servicing
            by the
            Servicer and the Securities Administrator to fulfill its obligations
            hereunder
            with respect to securities and tax reporting, which shall include, but
            not be
            limited to: (i) the total amount of Realized Losses, if any, incurred
            in
            connection with any Final Recovery Determinations made during the related
            Prepayment Period; and (ii) the respective portions of such Realized
            Losses
            allocable to interest and allocable to principal. Prior to each Determination
            Date, the Servicer shall also determine as to each Mortgage Loan: (i)
            the total
            amount of Realized Losses, if any, incurred in connection with any Deficient
            Valuations made during the related Prepayment Period; and (ii) the total
            amount
            of Realized Losses, if any, incurred in connection with Debt Service
            Reductions
            in respect of Monthly Payments due during the related Due Period.

           

          (b) All
            Realized Losses on the Mortgage Loans allocated to any REMIC I Regular
            Interest
            pursuant to Section 5.04(c) on the Mortgage Loans shall be allocated
            by the
            Securities Administrator on each Distribution Date as follows: first,
            to Net Monthly Excess Cashflow; second,
            to the Class CE Certificates and to Net Swap Payments received from the
            Swap
            Provider under the Swap Agreement for that purpose; third,
            to the Class M-11 Certificates, until the Certificate Principal Balance
            of the
            Class M-11 Certificates has been reduced to zero; fourth,
            to the Class M-10 Certificates, until the Certificate Principal Balance
            of the
            Class M-10 Certificates has been reduced to zero; fifth,
            to the Class M-9 Certificates, until the Certificate Principal Balance
            of the
            Class M-9 Certificates has been reduced to zero; sixth,
            to the Class M-8 Certificates, until the Certificate Principal Balance
            of the
            Class M-8 Certificates has been reduced to zero; seventh,
            to the Class M-7 Certificates, until the Certificate Principal Balance
            of the
            Class M-7 Certificates has been reduced to zero; eighth,
            to the Class M-6 Certificates, until the Certificate Principal Balance
            of the
            Class M-6 Certificates has been reduced to zero; ninth,
            to the Class M-5 Certificates, until the Certificate Principal Balance
            of the
            Class M-5 Certificates has been reduced to zero; tenth,
            to the Class M-4 Certificates, until the Certificate Principal Balance
            of the
            Class M-4 Certificates has been reduced to zero; eleventh,
            to the Class M-3 Certificates, until the Certificate Principal Balance
            of the
            Class M-3 Certificates has been reduced to zero, twelfth,
            to the Class M-2 Certificates, until the Certificate Principal Balance
            of the
            Class M-2 Certificates has been reduced to zero; and thirteenth,
            to the Class M-1 Certificates, until the Certificate Principal Balance
            of the
            Class M-1 Certificates has been reduced to zero,. All Realized Losses
            to be
            allocated to the Certificate Principal Balances of all Classes on any
            Distribution Date shall be so allocated after the actual distributions
            to be
            made on such date as provided above. All references above to the Certificate
            Principal Balance of any Class of Certificates shall be to the Certificate
            Principal Balance of such Class immediately prior to the relevant Distribution
            Date, before reduction thereof by any Realized Losses, in each case to
            be
            allocated to such Class of Certificates, on such Distribution Date.

           

          Any
            allocation of Realized Losses to a Mezzanine Certificate on any Distribution
            Date shall be made by reducing the Certificate Principal Balance thereof
            by the
            amount so allocated; any allocation of Realized Losses to a Class CE
            Certificate
            shall be made by reducing the amount otherwise payable in respect thereof
            pursuant to Section 5.01(c)(7)(viii). No allocations of any Realized
            Losses
            shall be made to the Certificate Principal Balances of the Class A Certificates
            or Class P Certificates.

           

          As
            used herein, an allocation of a Realized Loss on a “pro
            rata
            basis” among two or more specified Classes of Certificates means an allocation
            on a pro
            rata
            basis, among the various Classes so specified, to each such Class of
            Certificates on the basis of their then outstanding Certificate Principal
            Balances prior to giving effect to distributions to be made on such Distribution
            Date. All Realized Losses and all other losses allocated to a Class of
            Certificates hereunder will be allocated among the, Certificates of such
            Class
            in proportion to the Percentage Interests evidenced thereby.

           

          In
            addition, in the event that the Servicer receives any Subsequent Recoveries
            with
            respect to a Mortgage Loan serviced by it, the Servicer shall deposit
            such funds
            into the Collection Account pursuant to Section 3.08. If, after taking
            into
            account such Subsequent Recoveries, the amount of a Realized Loss is
            reduced,
            the amount of such Subsequent Recoveries will be applied to increase
            the
            Certificate Principal Balance of the Class of Subordinate 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
            Subordinate Certificates pursuant to this Section 5.04 and not previously
            reimbursed to such Class of Subordinate Certificates with Net Monthly
            Excess
            Cashflow pursuant to Section 5.01(c)(7). The amount of any remaining
            Subsequent
            Recoveries will be applied to sequentially increase the Certificate Principal
            Balance of the Subordinate Certificates, beginning with the Class of
            Subordinate
            Certificates with the next highest payment priority, up to the amount
            of such
            Realized Losses previously allocated to such Class of Subordinate Certificates
            pursuant to this Section 5.04 and not previously reimbursed to such Class
            of
            Subordinate Certificates with Net Monthly Excess Cashflow pursuant to
            Section
            5.01(c)(7)(iii). Holders of such Certificates will not be entitled to
            any
            payment in respect of current interest on the amount of such increases
            for any
            Interest Accrual Period preceding the Distribution Date on which such
            increase
            occurs. Any such increases shall be applied to the Certificate Principal
            Balance
            of each Subordinate Certificate of such Class in accordance with its
            respective
            Percentage Interest.

           

          (c) i)   All
            Realized Losses on the Group I Mortgage Loans shall be allocated on each
            Distribution Date to REMIC I Regular Interest I-1-A through REMIC I Regular
            Interest I-42-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 to REMIC
            I Regular
            Interest II-1-A through REMIC I Regular Interest II-42-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 Trustee, based solely on the instructions
            of the
            Securities Administrator, on each Distribution Date to the following
            REMIC II
            Regular Interests in the specified percentages, as follows: first, to
            Uncertificated Interest payable to the REMIC II Regular Interest AA and
            REMIC II
            Regular Interest ZZ up to an aggregate amount equal to the REMIC II Interest
            Loss Allocation Amount, 98.00% and 2.00%, respectively; second, to the
            Uncertificated Balances of the REMIC II Regular Interest AA and REMIC
            II Regular
            Interest ZZ up to an aggregate amount equal to the REMIC II Principal
            Loss
            Allocation Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated
            Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-11
            and
            REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
            until the
            Uncertificated Balance of REMIC II Regular Interest M-11 has been reduced
            to
            zero; fourth, to the Uncertificated Balances of REMIC II Regular Interest
            AA,
            REMIC II Regular Interest M-10 and REMIC II Regular Interest ZZ, 98.00%,
            1.00%
            and 1.00%, respectively, until the Uncertificated Balance of REMIC II
            Regular
            Interest M-10 has been reduced to zero; fifth, to the Uncertificated
            Balances of
            REMIC II Regular Interest AA, REMIC II Regular Interest M-9 and REMIC
            II Regular
            Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
            Balance of REMIC II Regular Interest M-9 has been reduced to zero; sixth,
            to the
            Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
            Interest M-8 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
            respectively, until the Uncertificated Balance of REMIC II Regular Interest
            M-8
            has been reduced to zero; seventh, to the Uncertificated Balances of
            REMIC II
            Regular Interest AA, REMIC II Regular Interest M-7 and REMIC II Regular
            Interest
            ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
            of
            REMIC II Regular Interest M-7 has been reduced to zero; eighth, to the
            Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
            Interest M-6 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
            respectively, until the Uncertificated Balance of REMIC II Regular Interest
            M-6
            has been reduced to zero; ninth, to the Uncertificated Balances of REMIC
            II
            Regular Interest AA, REMIC II Regular Interest M-5 and REMIC II Regular
            Interest
            ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
            of
            REMIC II Regular Interest M-5 has been reduced to zero; tenth, to the
            Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
            Interest M-4 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
            respectively, until the Uncertificated Balance of REMIC II Regular Interest
            M-4
            has been reduced to zero; eleventh, to the Uncertificated Balances of
            REMIC II
            Regular Interest AA, REMIC II Regular Interest M-3 and REMIC II Regular
            Interest
            ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
            of
            REMIC II Regular Interest M-3 has been reduced to zero; twelfth, to the
            Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
            Interest M-2 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
            respectively, until the Uncertificated Balance of REMIC II Regular Interest
            M-2
            has been reduced to zero; and thirteenth, to the Uncertificated Balances
            of
            REMIC II Regular Interest AA, REMIC II Regular Interest M-1 and REMIC
            II Regular
            Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
            Balance of REMIC II Regular Interest M-1 has been reduced to zero.

           

          (iii) The
            REMIC II Sub WAC Allocation Percentage of all Realized Losses shall be
            applied
            after all distributions have been made on each Distribution Date first,
            so as to
            keep the Uncertificated Balance of each REMIC II Regular Interest ending
            with
            the designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance
            of the Mortgage Loans in the related loan group; second, to each REMIC
            II
            Regular Interest ending with the designation “SUB,” so that the Uncertificated
            Balance of each such REMIC II Regular Interest is equal to 0.01% of the
            excess
            of (x) the aggregate Stated Principal Balance of the Mortgage Loans in
            the
            related loan group over (y) the current Certificate Principal Balance
            of the
            Class A Certificate in the related loan group (except that if any such
            excess is
            a larger number than in the preceding distribution period, the least
            amount of
            Realized Losses shall be applied to such REMIC II Regular Interests such
            that
            the REMIC II Subordinated Balance Ratio is maintained); and third, any
            remaining
            Realized Losses shall be allocated to REMIC II Regular Interest XX.

           

          SECTION
            5.05. Compliance
            with Withholding Requirements.

           

          Notwithstanding
            any other provision of this Agreement, the Trustee and the Securities
            Administrator shall comply with all federal withholding requirements
            respecting
            payments to Certificateholders of interest or original issue discount
            that the
            Trustee reasonably believes are applicable under the Code. The consent
            of
            Certificateholders shall not be required for such withholding. In the
            event the
            Securities Administrator does withhold any amount from interest or original
            issue discount payments or advances thereof to any Certificateholder
            pursuant to
            federal withholding requirements, the Securities Administrator shall
            indicate
            the amount withheld to such Certificateholders.

           

          SECTION
            5.06. Reports
            Filed with Securities and Exchange Commission.

           

          (a) (i) Within
            15 days after each Distribution Date (subject to permitted extensions
            under the
            Exchange Act), the Securities Administrator shall prepare and file on
            behalf of
            the Trust any Form 10-D required by the Exchange Act, in form and substance
            as
            required by the Exchange Act. The Securities Administrator shall file
            each Form
            10-D with a copy of the related Monthly Statement attached thereto. Any
            disclosure in addition to the Monthly Statement that is required to be
            included
            on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and
            prepared by and at the direction of 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) the parties to the ACE Securities Corp., Home
            Equity Loan
            Trust, Series 2006-ASAP1 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-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 forward
            electronically a draft copy of the Form 10-D to the Depositor (provided
            that
            such Form 10-D includes any Additional Form 10-D Disclosure) and the
            Master
            Servicer for review. Within two (2) Business Days of receipt but in no
            event,
            later than the Business Day prior to the date specified in the next sentence,
            the Depositor and the Master Servicer shall notify the Securities Administrator
            of any changes to or approval of such Form 10-D. No later than 2 Business
            Days
            prior to the 15th calendar day after the related Distribution Date, a
            officer of
            the Master Servicer shall sign the Form 10-D and return an electronic
            or fax
            copy of such signed Form 10-D (with an original executed hard copy to
            follow by
            overnight mail) to the Securities Administrator. 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. Each party to this Agreement acknowledges
            that
            the performance by the Securities Administrator and the Master Servicer
            of their
            duties under this Section 5.06(a) related to the timely preparation,
            execution
            and filing of Form 10-D is contingent upon such parties strictly observing
            all
            applicable deadlines in the performance of their duties as set forth
            in this
            Agreement. Neither the Master Servicer nor the Securities Administrator
            shall
            have any liability for any loss, expense, damage, claim arising out of
            or with
            respect to any failure to properly prepare, execute and/or timely file
            such Form
            10-D, where such failure results from the Securities Administrator’s inability
            or failure to receive, on a timely basis, any information from any other
            party
            hereto needed to prepare, arrange for execution or file such Form 10-D,
            not
            resulting from its own negligence, bad faith or willful misconduct.

           

          (b) (i) Within
            four (4) Business Days after the occurrence of an event requiring disclosure
            on
            Form 8-K (each such event, a “Reportable Event”), and if requested by the
            Depositor, the Securities Administrator shall prepare and file on behalf
            of the
            Trust a Form 8-K, as required by the Exchange Act, provided that the
            Depositor
            shall file the initial Form 8-K in connection with the issuance of the
            Certificates. Any disclosure or information related to a Reportable Event
            or
            that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
            Information”) shall be determined and prepared by and at the direction of 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 12:00 noon 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-ASAP1
            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 forward
            electronically a draft copy of the Form 8-K to the Master Servicer and
            the
            Depositor for review. No later than the Business Day prior to the date
            specified
            in the next sentence, the Depositor and the Master Servicer shall notify
            the
            Securities Administrator of any changes to or approval of such Form 8-K.
            No
            later than 12:00 noon New York time on the 4th Business Day after the
            Reportable
            Event, an officer of the Master Servicer shall sign the Form 8-K and
            return an
            electronic or fax copy of such signed Form 8-K (with an original executed
            hard
            copy to follow by overnight mail) to the Securities Administrator. If
            a Form 8-K
            cannot be filed on time or if a previously filed Form 8-K needs to be
            amended,
            the Securities Administrator will follow the procedures set forth in
            Section
            5.06(c)(ii). Promptly (but no later than 1 Business Day) after filing
            with the
            Commission, the Securities Administrator will, make available on its
            internet
            website a final executed copy of each Form 8-K that has been prepared
            and filed
            by the Securities Administrator. The parties to this Agreement acknowledge
            that
            the performance by the Master Servicer and the Securities Administrator
            of their
            duties under this Section 5.06(b) related to the timely preparation,
            execution
            and filing of Form 8-K is contingent upon such parties strictly observing
            all
            applicable deadlines in the performance of their duties under this Agreement.
            Neither the Master Servicer nor the Securities Administrator shall have
            any
            liability for any loss, expense, damage, claim arising out of or with
            respect to
            any failure to properly prepare, execute and/or timely file such Form
            8-K, where
            such failure results from the Securities Administrator’s inability or failure to
            receive, on a timely basis, any information from any other party hereto
            needed
            to prepare, execute or arrange for execution or file such Form 8-K, not
            resulting from its own negligence, bad faith or willful misconduct.

           

          (c) (i) On
            or prior to January 30th of the first year in which the Securities Administrator
            is able to do so under applicable law, the Securities Administrator shall
            prepare and file a Form 15 suspension notification relating to the automatic
            suspension of reporting in respect of the Trust under the Exchange Act.
            

           

          (ii) In
            the event that the Securities Administrator is unable to timely file
            with the
            Commission all or any required portion of any Form 8-K, 10-D or 10-K
            required to
            be filed by this Agreement because required disclosure information was
            either
            not delivered to it or delivered to it after the delivery deadlines set
            forth in
            this Agreement or for any other reason, the Securities Administrator
            will
            promptly notify the Depositor. In the case of Form 10-D and 10-K, the
            parties to
            this Agreement and the Servicer 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, any
            Additional
            Form 10-K Disclosure or any Form 8-K Disclosure Information or any amendment
            to
            such disclosure, the Securities Administrator will 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
            an officer
            of the Master Servicer. The parties to this Agreement acknowledge that
            the
            performance by the Securities Administrator and the Master Servicer of
            their
            duties under this Section 5.06(c) related to the timely preparation,
            execution
            and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D
            or 10-K
            is contingent upon each such party performing its duties under this Agreement.
            Neither the Master Servicer nor the Securities Administrator shall have
            any
            liability for any loss, expense, damage, claim arising out of or with
            respect to
            any failure to properly prepare, execute and/or timely file any such
            Form 15,
            Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such
            failure
            results from the Securities Administrator’s inability or failure to receive, on
            a timely basis, any information from any other party hereto needed to
            prepare,
            execute or arrange for execution or file such Form 15, Form 12b-25 or
            any
            amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence,
            bad faith or willful misconduct.

           

          (d) (i) Within
            90 (including the 90th
            day) days 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, (i) an
            annual
            compliance statement for the Servicer, each Additional Servicer, the
            Master
            Servicer and the Securities Administrator and any Servicing Function
            Participant
            (other than any Subcontractors) engaged by such parties (each, a “Reporting
            Servicer”) as described under Section 3.17 and Section 4.15, (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 (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, 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 (“Sarbanes-Oxley Certification”) as
            described in Section 3.20 and Section 4.18. 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 determined and prepared by and at
            the direction of 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-ASAP1 transaction shall be required to provide to the Securities
            Administrator and Depositor, to the extent known, by a responsible officer
            thereof, in EDGAR-compatible form, or in such other form as otherwise
            agreed
            upon by the Securities Administrator and such party, the form and substance
            of
            any Additional Form 10-K Disclosure, if applicable, together with an
            Additional
            Disclosure Notification and (ii) the Depositor will approve, as to form
            and
            substance, or disapprove, as the case may be, the inclusion of the Additional
            Form 10-K Disclosure on Form 10-K. The Depositor will be responsible
            for any
            reasonable fees and expenses assessed or incurred by the Securities
            Administrator in connection with including any Additional Form 10-K Disclosure
            on Form 10-K pursuant to this paragraph.

           

          (iii) After
            preparing the Form 10-K, the Securities Administrator shall forward
            electronically a draft copy of the Form 10-K to the Master Servicer and
            the
            Depositor for review. If the Form 10-K contains additional reporting
            items, the
            Form 10-K will be sent to the Depositor for review and approval prior
            to the
            Master Servicer’s signature. Within three (3) Business Days of receipt, but in
            no event later than March 25th
            of each year that the Trust is subject to the Exchange Act reporting
            requirements, the Depositor and the Master Servicer shall notify the
            Securities
            Administrator of any changes to or approval of such Form 10-K. No later
            than
            12:00 noon New York time
            on the 4th
            Business Day prior to the 10-K Filing Deadline, a senior officer of the
            Master
            Servicer in charge of the master servicing function shall sign the Form
            10-K and
            return an electronic or fax copy of such signed Form 10-K (with an original
            executed hard copy to follow by overnight mail) to the Securities Administrator.
            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. 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 (other than any Subcontractor)) 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) 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. 

           

          Notwithstanding
            the provisions of Section 12.01, this Section 5.06 may be amended without
            the
            consent of the Certificateholders.

           

          SECTION
            5.07. Supplemental
            Interest Trust.

           

          (a) On
            the Closing Date, the Securities Administrator shall establish and maintain
            in
            the name of the Trustee a separate account for the benefit of the holders
            of the
            Offered Certificates (the “Supplemental Interest Trust”). The Supplemental
            Interest Trust shall be an Eligible Account, and funds on deposit therein
            shall
            be held separate and apart from, and shall not be commingled with, any
            other
            moneys, including, without limitation, other moneys of the Trustee or
            of the
            Securities Administrator held pursuant to this Agreement. 

           

          (b) On
            each Distribution Date, the Securities Administrator shall deposit into
            the
            Supplemental Interest Trust amounts distributable to the Swap Provider
            by the
            Supplemental Interest Trust pursuant to Section 5.01(c)(2), (3), (5) and
            (6) and Section 5.01(c)(7)(vii)
            of this Agreement. On each Distribution Date, the Securities Administrator
            shall
            distribute any such amounts to the Swap Provider pursuant to the Swap
            Agreement,
            first to pay any Net Swap Payment owed to the Swap Provider for such
            Distribution Date, and second to pay any Swap Termination Payment owed
            to the
            Swap Provider not due to a Swap Provider Trigger Event.

           

          (c) On
            each Distribution Date, the Securities Administrator shall deposit into
            the
            Supplemental Interest Trust amounts received by it from the Swap Provider
            and
            shall distribute from the Supplemental Interest Trust an amount equal
            to the
            amount of any Net Swap Payment received from the Swap Provider under
            the Swap
            Agreement in the order of priority set forth in Section 5.01(d).

           

          (d) The
            Supplemental Interest Trust constitutes an “outside reserve fund” within the
            meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
            The Holders of the Class CE Certificates shall be the beneficial owner
            of the
            Supplemental Interest Trust, subject to the power of the Securities
            Administrator to transfer amounts under this Agreement. The Securities
            Administrator shall keep records that accurately reflect the funds on
            deposit in
            the Supplemental Interest Trust. The Securities Administrator shall,
            at the
            written direction of the majority of the Class CE Certificateholders,
            invest
            amounts on deposit in the Supplemental Interest Trust in Permitted Investments.
            In the absence of written direction to the Securities Administrator from
            the
            majority of the Class CE Certificateholders, all funds in the Supplemental
            Interest Trust shall remain uninvested. On each Distribution Date, the
            Securities Administrator shall distribute, not in respect of any REMIC,
            any
            interest earned on the Supplemental Interest Trust to the Holders of
            the Class
            CE Certificates.

           

          (e) For
            federal income tax purposes, amounts paid to the Supplemental Interest
            Trust on
            each Distribution Date pursuant to Section 5.01(c)(2), (3), (5) and (6) and
            Section 5.01(c)(7)(vii) shall first be deemed paid to the Supplemental
            Interest Trust in respect of the Class IO Interest to the extent of the
            amount
            distributable on such Class IO Interest on such Distribution Date, and
            any
            remaining amount shall be deemed paid to the Supplemental Interest Trust
            in
            respect of a Class IO Distribution Amount. For federal income tax purposes,
            the
            Supplemental Interest Trust will be a disregarded entity.

           

          (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 Certificates
            and Class R Certificates) shall be treated as representing not only ownership
            of
            a Regular Interest in REMIC III, but also ownership of an interest in,
            and
            obligations with respect to, a notional principal contract.

           

          (g) For
            federal tax return and information reporting, the right of the holders
            of the
            Offered Certificates to receive payments from the Supplemental Interest
            Trust
            shall be assigned a value of $20,000.

           

          (h) In
            the event that the Swap Agreement is terminated prior to the Distribution
            Date
            in December 2009, the Sponsor shall use reasonable efforts to appoint
            a
            successor swap provider using any Swap Termination Payments paid by the
            Swap
            Provider. If the Sponsor is unable to locate a qualified successor swap
            provider, any such Swap Termination Payments will be remitted to the
            Securities
            Administrator for payment to the holders of the Offered Certificates
            of amounts
            described in Section 5.07(c).

           

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

           

          For
            federal income tax purposes, each holder of an Offered Certificate is
            deemed to
            own an undivided beneficial ownership interest in a REMIC regular interest
            and
            the right to receive payments from either the Reserve Fund or the Supplemental
            Interest Trust in respect of any Net WAC Rate Carryover Amounts or the
            obligation to make payments to the Supplemental Interest Trust. For federal
            income tax purposes, the Securities Administrator will account for payments
            to
            each Offered Certificate as follows: each Offered Certificate will be
            treated as
            receiving their entire payment from REMIC III (regardless of any Swap
            Termination Payment or obligation under the Swap Agreement) and subsequently
            paying their portion of any Swap Termination Payment in respect of each
            such
            Class’s obligation under the Swap Agreement. In the event that any such Class
            is
            resecuritized in a REMIC, the obligation under the Swap Agreement to
            pay any
            such Swap Termination Payment (or any shortfall in Net Swap Payment),
            will be
            made by one or more of the REMIC Regular Interests issued by the
            resecuritization REMIC subsequent to such REMIC Regular Interest receiving
            its
            full payment from any such Offered Certificate. Resecuritization of any
            Offered
            Certificate in a REMIC will be permissible only if the Securities Administrator
            hereunder is the trustee/securities administrator in such
            resecuritization.

           

          The
            REMIC Regular Interest corresponding to an Offered Certificate will be
            entitled
            to receive interest and principal payments at the times and in the amounts
            equal
            to those made on the certificate to which it corresponds, except that
            (i) the
            maximum interest rate of that REMIC regular interest will equal the Net
            WAC
            Pass-Through Rate computed for this purpose by limiting the Swap Notional
            Amount
            of the Swap Agreement to the aggregate Stated Principal Balance of the
            Mortgage
            Loans and (ii) any Swap Termination Payment will be treated as being
            payable
            solely from amounts otherwise payable to the Class CE Certificates. As
            a result
            of the foregoing, the amount of distributions and taxable income on the
            REMIC
            Regular Interest corresponding to an Offered Certificate may exceed the
            actual
            amount of distributions on the Offered Certificate.

           

          ARTICLE
            VI

           

          THE
            CERTIFICATES

           

          SECTION
            6.01. The
            Certificates.

           

          (a) The
            Certificates in the aggregate will represent the entire beneficial ownership
            interest in the Mortgage Loans and all other assets included in REMIC
            I.

           

          The
            Certificates will be substantially in the forms annexed hereto as Exhibits
            A-1
            through A-5. The Certificates of each Class will be issuable in registered
            form
            only, in denominations of authorized Percentage Interests as described
            in the
            definition thereof. Each Certificate will share ratably in all rights
            of the
            related Class.

           

          Upon
            original issue, the Certificates shall be executed and authenticated
            by the
            Securities Administrator and delivered by the Trustee to and upon the
            written
            order of the Depositor. The Certificates shall be executed by manual
            or
            facsimile signature on behalf of the Trust by the Securities Administrator
            by an
            authorized signatory. Certificates bearing the manual or facsimile signatures
            of
            individuals who were at any time the proper officers of the Securities
            Administrator shall bind the Trust, notwithstanding that such individuals
            or any
            of them have ceased to hold such offices prior to the authentication
            and
            delivery of such Certificates or did not hold such offices at the date
            of such
            Certificates. No Certificate shall be entitled to any benefit under this
            Agreement or be valid for any purpose, unless there appears on such Certificate
            a certificate of authentication substantially in the form provided herein
            executed by the Securities Administrator by manual signature, and such
            certificate of authentication shall be conclusive evidence, and the only
            evidence, that such Certificate has been duly authenticated and delivered
            hereunder. All Certificates shall be dated the date of their
            authentication.

           

          (b) The
            Class A Certificates and the Mezzanine Certificates shall initially be
            issued as
            one or more Certificates held by the Book-Entry Custodian or, if appointed
            to
            hold such Certificates as provided below, the Depository and registered
            in the
            name of the Depository or its nominee and, except as provided below,
            registration of such Certificates may not be transferred by the Securities
            Administrator except to another Depository that agrees to hold such Certificates
            for the respective Certificate Owners with Ownership Interests therein.
            The
            Certificate Owners shall hold their respective Ownership Interests in
            and to
            such Certificates through the book-entry facilities of the Depository
            and,
            except as provided below, shall not be entitled to definitive, fully
            registered
            Certificates (“Definitive Certificates”) in respect of such Ownership Interests.
            All transfers by Certificate Owners of their respective Ownership Interests
            in
            the Book-Entry Certificates shall be made in accordance with the procedures
            established by the Depository Participant or brokerage firm representing
            such
            Certificate Owner. Each Depository Participant shall only transfer the
            Ownership
            Interests in the Book-Entry Certificates of Certificate Owners it represents
            or
            of brokerage firms for which it acts as agent in accordance with the
            Depository’s normal procedures. The Securities Administrator is hereby initially
            appointed as the Book-Entry Custodian and hereby agrees to act as such
            in
            accordance herewith and in accordance with the agreement that it has
            with the
            Depository authorizing it to act as such. The Book-Entry Custodian may,
            and, if
            it is no longer qualified to act as such, the Book-Entry Custodian shall,
            appoint, by a written instrument delivered to the Depositor, the Servicer
            and,
            if the Trustee is not the Book-Entry Custodian, the Trustee, any other
            transfer
            agent (including the Depository or any successor Depository) to act as
            Book-Entry Custodian under such conditions as the predecessor Book-Entry
            Custodian and the Depository or any successor Depository may prescribe,
            provided
            that the predecessor Book-Entry Custodian shall not be relieved of any
            of its
            duties or responsibilities by reason of any such appointment of other
            than the
            Depository. If the Securities Administrator resigns or is removed in
            accordance
            with the terms hereof, the successor Securities Administrator or, if
            it so
            elects, the Depository shall immediately succeed to its predecessor’s duties as
            Book-Entry Custodian. The Depositor shall have the right to inspect,
            and to
            obtain copies of, any Certificates held as Book-Entry Certificates by
            the
            Book-Entry Custodian.

           

          (c) The
            Class CE Certificates and Class P Certificates will be issued in definitive,
            fully registered form (each, a “Definitive Certificate”).

           

          (d) The
            Trustee, the Servicer, the Securities Administrator, the Master Servicer
            and the
            Depositor may for all purposes (including the making of payments due
            on the
            Book-Entry Certificates) deal with the Depository as the authorized
            representative of the Certificate Owners with respect to the Book-Entry
            Certificates for the purposes of exercising the rights of Certificateholders
            hereunder. The rights of Certificate Owners with respect to the Book-Entry
            Certificates shall be limited to those established by law and agreements
            between
            such Certificate Owners and the Depository Participants and brokerage
            firms
            representing such Certificate Owners. Multiple requests and directions
            from, and
            votes of, the Depository as Holder of the Book-Entry Certificates with
            respect
            to any particular matter shall not be deemed inconsistent if they are
            made with
            respect to different Certificate Owners. The Securities Administrator
            may
            establish a reasonable record date in connection with solicitations of
            consents
            from or voting by Certificateholders and shall give notice to the Depository
            of
            such record date.

           

          If
            (i)(A) the Depositor advises the Securities Administrator in writing
            that the
            Depository is no longer willing or able to properly discharge its
            responsibilities as Depository, and (B) the Depositor is unable to locate
            a
            qualified successor, (ii) the Depositor at its option advises the Securities
            Administrator in writing that it elects to terminate the book-entry system
            through the Depository or (iii) after the occurrence of a Servicer Event
            of
            Default, Certificate Owners representing in the aggregate not less than
            51% of
            the Ownership Interests of the Book-Entry Certificates advise the Securities
            Administrator through the Depository, in writing, that the continuation
            of a
            book-entry system through the Depository is no longer in the best interests
            of
            the Certificate Owners, the Securities Administrator shall notify all
            Certificate Owners, through the Depository, of the occurrence of any
            such event
            and of the availability of Definitive Certificates to Certificate Owners
            requesting the same. Upon surrender to the Securities Administrator of
            the
            Book-Entry Certificates by the Book-Entry Custodian or the Depository,
            as
            applicable, the Securities Administrator shall cause the Definitive Certificates
            to be issued. Such Definitive Certificates will be issued in minimum
            denominations of $10,000 except that any beneficial ownership that was
            represented by a Book-Entry Certificate in an amount less than $10,000
            immediately prior to the issuance of a Definitive Certificate shall be
            issued in
            a minimum denomination equal to the amount represented by such Book-Entry
            Certificate. None of the Depositor, the Servicer, the Master Servicer,
            the
            Securities Administrator or the Trustee shall be liable for any delay
            in the
            delivery of such instructions and may conclusively rely on, and shall
            be
            protected in relying on, such instructions. Upon the issuance of Definitive
            Certificates all references herein to obligations imposed upon or to
            be
            performed by the Depository shall be deemed to be imposed upon and performed
            by
            the Securities Administrator, to the extent applicable with respect to
            such
            Definitive Certificates, and the Securities Administrator shall recognize
            the
            Holders of the Definitive Certificates as Certificateholders
            hereunder.

           

          SECTION
            6.02. Registration
            of Transfer and Exchange of Certificates.

           

          (a) The
            Securities Administrator shall cause to be kept at one of the offices
            or
            agencies to be appointed by the Securities Administrator in accordance
            with the
            provisions of Section 9.11, a Certificate Register for the Certificates
            in
            which, subject to such reasonable regulations as it may prescribe, the
            Securities Administrator shall provide for the registration of Certificates
            and
            of transfers and exchanges of Certificates as herein provided.

           

          (b) No
            transfer of any Class CE Certificate, Class P Certificate or Residual
            Certificate shall be made unless that transfer is made pursuant to an
            effective
            registration statement under the Securities Act, and effective registration
            or
            qualification under applicable state securities laws, or is made in a
            transaction that does not require such registration or qualification.
            In the
            event that such a transfer of a Class CE Certificate, Class P Certificate
            or
            Residual Certificate is to be made without registration or qualification
            (other
            than in connection with the initial transfer of any such Certificate
            by the
            Depositor), the Securities Administrator shall require receipt of: (i)
            if such
            transfer is purportedly being made in reliance upon Rule 144A under the
            Securities Act, written certifications from the Certificateholder desiring
            to
            effect the transfer and from such Certificateholder’s prospective transferee,
            substantially in the form attached hereto as Exhibit B-1; (ii) if such
            transfer
            is purportedly being made in reliance upon Rule 501(a) under the Securities
            Act,
            written certifications from the Certificateholder desiring to effect
            the
            transfer and from such Certificateholder’s prospective transferee, substantially
            in the form attached hereto as Exhibit B-2; and (iii) in all other cases,
            an
            Opinion of Counsel satisfactory to the Securities Administrator that
            such
            transfer may be made without such registration or qualification (which
            Opinion
            of Counsel shall not be an expense of the Trust Fund or of the Depositor,
            the
            Trustee, the Master Servicer, the Securities Administrator or the Servicer),
            together with copies of the written certification(s) of the Certificateholder
            desiring to effect the transfer and/or such Certificateholder’s prospective
            transferee upon which such Opinion of Counsel is based, if any. Neither
            of the
            Depositor nor the Securities Administrator is obligated to register or
            qualify
            any such Certificates under the Securities Act or any other securities
            laws or
            to take any action not otherwise required under this Agreement to permit
            the
            transfer of such Certificates without registration or qualification.
            Any
            Certificateholder desiring to effect the transfer of any such Certificate
            shall,
            and does hereby agree to, indemnify the Trustee, the Depositor, the Master
            Servicer, the Securities Administrator and the Servicer against any liability
            that may result if the transfer is not so exempt or is not made in accordance
            with such federal and state laws.

           

          (c) No
            transfer of a Class CE Certificate, Class P Certificate or a Residual
            Certificate or any interest therein shall be made to any Plan subject
            to ERISA
            or Section 4975 of the Code, any Person acting, directly or indirectly,
            on
            behalf of any such Plan or any Person acquiring such Certificates with
“Plan
            Assets” of a Plan within the meaning of the Department of Labor regulation
            promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless the Securities
            Administrator is provided with an Opinion of Counsel on which the Depositor,
            the
            Master Servicer, the Securities Administrator, the Trustee and the Servicer
            may
            rely, which establishes to the satisfaction of the Securities Administrator
            that
            the purchase of such Certificates is permissible under applicable law,
            will not
            constitute or result in any prohibited transaction under ERISA or Section
            4975
            of the Code and will not subject the Depositor, the Servicer, the Trustee,
            the
            Master Servicer, the Securities Administrator or the Trust Fund to any
            obligation or liability (including obligations or liabilities under ERISA
            or
            Section 4975 of the Code) in addition to those undertaken in this Agreement,
            which Opinion of Counsel shall not be an expense of the Depositor, the
            Servicer,
            the Trustee, the Master Servicer, the Securities Administrator, the Trust
            Fund.
            An Opinion of Counsel will not be required in connection with the initial
            transfer of any such Certificate by the Depositor to an affiliate of
            the
            Depositor (in which case, the Depositor or any affiliate thereof shall
            have
            deemed to have represented that such affiliate is not a Plan or a Person
            investing Plan Assets) and the Securities Administrator shall be entitled
            to
            conclusively rely upon a representation (which, upon the request of the
            Securities Administrator, shall be a written representation) from the
            Depositor
            of the status of such transferee as an affiliate of the Depositor.

           

          For
            so long as the Supplemental Interest Trust is in existence, each beneficial
            owner of a Offered Certificate or any interest therein, shall be deemed
            to have
            represented, by virtue of its acquisition or holding of the Offered Certificate,
            or interest therein, that either (i) it is not a Plan or (ii)(A) it is
            an
            accredited investor within the meaning of Prohibited Transaction Exemption
            2002-41, as amended from time to time (the “Exemption”) and (B) the acquisition
            and holding of such Certificate and the separate right to receive payments
            from
            the Supplemental Interest Trust are eligible for the exemptive relief
            available
            under Prohibited Transaction Class Exemption (“PTCE”) 84-14 (for transactions by
            independent “qualified professional asset managers”), 91-38 (for transactions by
            bank collective investment funds), 90-1 (for transactions by insurance
            company
            pooled separate accounts), 95-60 (for transactions by insurance company
            general
            accounts) or 96-23 (for transactions effected by “in-house asset
            managers”).

           

          Each
            Transferee of a Mezzanine Certificate or any interest therein that is
            acquired
            after the termination of the Supplemental Interest Trust shall certify
            or will
            be deemed to have represented by virtue of its purchase or holding of
            such
            Certificate (or interest therein) that either (a) such Transferee is
            not a Plan
            or purchasing such Certificate with Plan Assets, (b) it has acquired
            and is
            holding such Certificate in reliance on Prohibited Transaction Exemption
            (“PTE”)
            94-84 or FAN 97-03E, 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) (the “Exemption”), and that it understands
            that there are certain conditions to the availability of the Exemption
            including
            that such Certificate must be rated, at the time of purchase, not lower
            than
“BBB-” (or its equivalent) by a Rating Agency or (c) the following conditions
            are satisfied: (i) such Transferee is an insurance company, (ii) the
            source of
            funds used to purchase or hold such Certificate (or interest therein)
            is an
“insurance company general account” (as defined in PTCE 95-60, and (iii) the
            conditions set forth in Sections I and III of PTCE 95-60 have been
            satisfied.

           

          If
            any Certificate or any interest therein is acquired or held in violation
            of the
            conditions described in this Section 6.02(c), the next preceding permitted
            beneficial owner will be treated as the beneficial owner of that Certificate,
            retroactive to the date of transfer to the purported beneficial owner.
            Any
            purported beneficial owner whose acquisition or holding of any certificate
            or
            interest therein was effected in violation of the conditions described
            in this
            Section 6.02(c) shall indemnify and hold harmless the Depositor, the
            Trustee,
            the Servicer, the Master Servicer, the Securities Administrator and the
            Trust
            Fund from and against any and all liabilities, claims, costs or expenses
            incurred by those parties as a result of that acquisition or
            holding.

           

          (d) 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.

           

          (E) Each
            Person holding or acquiring an Ownership Interest in a Residual Certificate,
            by
            purchasing an Ownership Interest in such Certificate, agrees to give
            the
            Securities Administrator written notice that it is a “pass-through interest
            holder” within the meaning of temporary Treasury regulation Section
            1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest
            in a
            Residual Certificate, if it is, or is holding an Ownership Interest in
            a
            Residual Certificate on behalf of, a “pass-through interest
            holder.”

           

          (ii) The
            Securities Administrator will register the Transfer of any Residual Certificate
            only if it shall have received the Transfer Affidavit and Agreement and
            all of
            such other documents as shall have been reasonably required by the Securities
            Administrator as a condition to such registration. In addition, no Transfer
            of a
            Residual Certificate shall be made unless the Securities Administrator
            shall
            have received a representation letter from the Transferee of such Certificate
            to
            the effect that such Transferee is a Permitted Transferee.

           

          (iii) (A)
            If any purported Transferee shall become a Holder of a Residual Certificate
            in
            violation of the provisions of this Section 6.02(d), then the last preceding
            Permitted Transferee shall be restored, to the extent permitted by law,
            to all
            rights as holder thereof retroactive to the date of registration of such
            Transfer of such Residual Certificate. The Securities Administrator shall
            be
            under no liability to any Person for any registration of Transfer of
            a Residual
            Certificate that is in fact not permitted by this Section 6.02(d) or
            for making
            any payments due on such Certificate to the holder thereof or for taking
            any
            other action with respect to such holder under the provisions of this
            Agreement.

           

          (B) If
            any purported Transferee shall become a holder of a Residual Certificate
            in
            violation of the restrictions in this Section 6.02(d) and to the extent
            that the
            retroactive restoration of the rights of the holder of such Residual
            Certificate
            as described in clause (iii)(A) above shall be invalid, illegal or
            unenforceable, then the Securities Administrator shall have the right,
            without
            notice to the holder or any prior holder of such Residual Certificate,
            to sell
            such Residual Certificate to a purchaser selected by the Securities
            Administrator on such terms as the Securities Administrator may choose.
            Such
            purported Transferee shall promptly endorse and deliver each Residual
            Certificate in accordance with the instructions of the Securities Administrator.
            Such purchaser may be the Securities Administrator itself or any Affiliate
            of
            the Securities Administrator. The proceeds of such sale, net of the commissions
            (which may include commissions payable to the Securities Administrator
            or its
            Affiliates), expenses and taxes due, if any, will be remitted by the
            Securities
            Administrator to such purported Transferee. The terms and conditions
            of any sale
            under this clause (iii)(B) shall be determined in the sole discretion
            of the
            Securities Administrator, and the Securities Administrator shall not
            be liable
            to any Person having an Ownership Interest in a Residual Certificate
            as a result
            of its exercise of such discretion.

           

          (iv) The
            Securities Administrator shall make available to the Internal Revenue
            Service
            and those Persons specified by the REMIC Provisions all information necessary
            to
            compute any tax imposed (A) as a result of the Transfer of an Ownership
            Interest
            in a Residual Certificate to any Person who is a Disqualified Organization,
            including the information described in Treasury regulations sections
            1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
            such Residual Certificate and (B) as a result of any regulated investment
            company, real estate investment trust, common trust fund, partnership,
            trust,
            estate or organization described in Section 1381 of the Code that holds
            an
            Ownership Interest in a Residual Certificate having as among its record
            holders
            at any time any Person which is a Disqualified Organization. Reasonable
            compensation for providing such information may be charged or collected
            by the
            Securities Administrator.

           

          (v) The
            provisions of this Section 6.02(d) set forth prior to this subsection
            (v) may be
            modified, added to or eliminated, provided that there shall have been
            delivered
            to the Securities Administrator at the expense of the party seeking to
            modify,
            add to or eliminate any such provision the following:

           

          (A) written
            notification from each Rating Agency to the effect that the modification,
            addition to or elimination of such provisions will not cause such Rating
            Agency
            to downgrade its then-current ratings of any Class of Certificates;
            and

           

          (B) an
            Opinion of Counsel, in form and substance satisfactory to the Securities
            Administrator, to the effect that such modification of, addition to or
            elimination of such provisions will not cause any Trust REMIC to cease
            to
            qualify as a REMIC and will not cause any Trust REMIC, as the case may
            be, to be
            subject to an entity-level tax caused by the Transfer of any Residual
            Certificate to a Person that is not a Permitted Transferee or a Person
            other
            than the prospective transferee to be subject to a REMIC-tax caused by
            the
            Transfer of a Residual Certificate to a Person that is not a Permitted
            Transferee.

           

          (e) Subject
            to the preceding subsections, upon surrender for registration of transfer
            of any
            Certificate at any office or agency of the Securities Administrator maintained
            for such purpose pursuant to Section 9.11, the Securities Administrator
            shall
            execute, authenticate and deliver, in the name of the designated Transferee
            or
            Transferees, one or more new Certificates of the same Class of a like
            aggregate
            Percentage Interest.

           

          (f) At
            the option of the Holder thereof, any Certificate may be exchanged for
            other
            Certificates of the same Class with authorized denominations and a like
            aggregate Percentage Interest, upon surrender of such Certificate to
            be
            exchanged at any office or agency of the Securities Administrator maintained
            for
            such purpose pursuant to Section 9.11. Whenever any Certificates are
            so
            surrendered for exchange, the Securities Administrator shall execute,
            authenticate and deliver, the Certificates which the Certificateholder
            making
            the exchange is entitled to receive. Every Certificate presented or surrendered
            for transfer or exchange shall (if so required by the Securities Administrator)
            be duly endorsed by, or be accompanied by a written instrument of transfer
            in
            the form satisfactory to the Securities Administrator duly executed by,
            the
            Holder thereof or his attorney duly authorized in writing. In addition,
            with
            respect to each Class R Certificate, the holder thereof may exchange,
            in the
            manner described above, such Class R Certificate for three separate
            certificates, each representing such holder's respective Percentage Interest
            in
            the Class R-I Interest, the Class R-II Interest and the Class R-III Interest,
            respectively, in each case that was evidenced by the Class R Certificate
            being
            exchanged.

           

          (g) No
            service charge to the Certificateholders shall be made for any transfer
            or
            exchange of Certificates, but the Securities Administrator may require
            payment
            of a sum sufficient to cover any tax or governmental charge that may
            be imposed
            in connection with any transfer or exchange of Certificates.

           

          (h) All
            Certificates surrendered for transfer and exchange shall be canceled
            and
            destroyed by the Securities Administrator in accordance with its customary
            procedures.

           

          SECTION
            6.03. Mutilated,
            Destroyed, Lost or Stolen Certificates.

           

          If
            (i) any mutilated Certificate is surrendered to the Securities Administrator,
            or
            the Securities Administrator receives evidence to its satisfaction of
            the
            destruction, loss or theft of any Certificate and of the ownership thereof,
            and
            (ii) there is delivered to the Securities Administrator such security
            or
            indemnity as may be required by it to save it harmless, then, in the
            absence of
            actual knowledge by the Securities Administrator that such Certificate
            has been
            acquired by a protected purchaser, the Securities Administrator, shall
            execute,
            authenticate and deliver, in exchange for or in lieu of any such mutilated,
            destroyed, lost or stolen Certificate, a new Certificate of the same
            Class and
            of like denomination and Percentage Interest. Upon the issuance of any
            new
            Certificate under this Section, the Securities Administrator may require
            the
            payment of a sum sufficient to cover any tax or other governmental charge
            that
            may be imposed in relation thereto and any other expenses (including
            the fees
            and expenses of the Securities Administrator) connected therewith. Any
            replacement Certificate issued pursuant to this Section shall constitute
            complete and indefeasible evidence of ownership in the applicable REMIC
            created
            hereunder, as if originally issued, whether or not the lost, stolen or
            destroyed
            Certificate shall be found at any time.

           

          SECTION
            6.04. Persons
            Deemed Owners.

           

          The
            Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
            Administrator and any agent of any of them may treat the Person in whose
            name
            any Certificate is registered as the owner of such Certificate for the
            purpose
            of receiving distributions pursuant to Section 4.01 and for all other
            purposes
            whatsoever, and none of the Depositor, the Servicer, the Trustee, the
            Master
            Servicer, the Securities Administrator or any agent of any of them shall
            be
            affected by notice to the contrary.

           

          SECTION
            6.05. Certain
            Available Information.

           

          On
            or prior to the date of the first sale of any Class CE Certificate, Class
            P
            Certificate or Residual Certificate to an Independent third party, the
            Depositor
            shall provide to the Securities Administrator ten copies of any private
            placement memorandum or other disclosure document used by the Depositor
            in
            connection with the offer and sale of such Certificate. In addition,
            if any such
            private placement memorandum or disclosure document is revised, amended
            or
            supplemented at any time following the delivery thereof to the Securities
            Administrator, the Depositor promptly shall inform the Securities Administrator
            of such event and shall deliver to the Securities Administrator ten copies
            of
            the private placement memorandum or disclosure document, as revised,
            amended or
            supplemented. The Securities Administrator shall maintain at its office
            as set
            forth in Section 12.05 hereof and shall make available free of charge
            during
            normal business hours for review by any Holder of a Certificate or any
            Person
            identified to the Securities Administrator as a prospective transferee
            of a
            Certificate, originals or copies of the following items: (i) in the case
            of a
            Holder or prospective transferee of a Class CE Certificate, Class P Certificate
            or Residual Certificate, the related private placement memorandum or
            other
            disclosure document relating to such Class of Certificates, in the form
            most
            recently provided to the Securities Administrator; and (ii) in all cases,
            (A)
            this Agreement and any amendments hereof entered into pursuant to Section
            11.01,
            (B) all monthly statements required to be delivered to Certificateholders
            of the
            relevant Class pursuant to Section 4.02 since the Closing Date, and all
            other
            notices, reports, statements and written communications delivered to
            the
            Certificateholders of the relevant Class pursuant to this Agreement since
            the
            Closing Date and (C) any copies of all Officers’ Certificates of the Servicer
            since the Closing Date delivered to the Master Servicer to evidence such
            Person’s determination that any P&I Advance or Servicing Advance was, or if
            made, would be a Nonrecoverable P&I Advance or Nonrecoverable Servicing
            Advance. Copies and mailing of any and all of the foregoing items will
            be
            available from the Securities Administrator upon request at the expense
            of the
            Person requesting the same.

           

          ARTICLE
            VII

           

          THE
            DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

           

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

           

          The
            Depositor, the Servicer and the Master Servicer each shall be liable
            in
            accordance herewith only to the extent of the obligations specifically
            imposed
            by this Agreement upon them in their respective capacities as Depositor,
            Servicer and Master Servicer and undertaken hereunder by the Depositor,
            the
            Servicer and the Master Servicer herein.

           

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

           

          Subject
            to the following paragraph, the Depositor will keep in full effect its
            existence, rights and franchises as a corporation under the laws of the
            jurisdiction of its incorporation. Subject to the following paragraph,
            the
            Servicer will keep in full effect its existence, rights and franchises
            as a
            corporation under the laws of the jurisdiction of its incorporation.
            Subject to
            the following paragraph, the Master Servicer will keep in full effect
            its
            existence, rights and franchises as a national banking association. The
            Depositor, the Servicer and the Master Servicer each will obtain and
            preserve
            its qualification to do business as a foreign entity in each jurisdiction
            in
            which such qualification is or shall be necessary to protect the validity
            and
            enforceability of this Agreement, the Certificates or any of the Mortgage
            Loans
            and to perform its respective duties under this Agreement.

           

          The
            Depositor, the Servicer or the Master Servicer may be merged or consolidated
            with or into any Person, or transfer all or substantially all of its
            assets to
            any Person, in which case any Person resulting from any merger or consolidation
            to which the Depositor, the Servicer or the Master Servicer shall be
            a party, or
            any Person succeeding to the business of the Depositor, the Servicer
            or the
            Master Servicer, shall be the successor of the Depositor, the Servicer
            or the
            Master Servicer, as the case may be, hereunder, without the execution
            or filing
            of any paper or any further act on the part of any of the parties hereto,
            anything herein to the contrary notwithstanding; provided, however, that
            any
            successor to the Servicer or the Master Servicer shall meet the eligibility
            requirements set forth in clauses (i) and (iii) of the last paragraph
            of Section
            8.02(a) or Section 7.06, as applicable.

           

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

           

          None
            of the Depositor, the Servicer, the Securities Administrator, the Master
            Servicer or any of the directors, officers, employees or agents of the
            Depositor, the Servicer or the Master Servicer shall be under any liability
            to
            the Trust Fund or the Certificateholders for any action taken or for
            refraining
            from the taking of any action in good faith pursuant to this Agreement,
            or for
            errors in judgment; provided, however, that this provision shall not
            protect the
            Depositor, the Servicer, the Securities Administrator, the Master Servicer
            or
            any such person against any breach of warranties, representations or
            covenants
            made herein or against any specific liability imposed on any such Person
            pursuant hereto or against any liability which would otherwise be imposed
            by
            reason of willful misfeasance, bad faith or gross negligence in the performance
            of duties or by reason of reckless disregard of obligations and duties
            hereunder. The Depositor, the Servicer, the Securities Administrator,
            the Master
            Servicer and any director, officer, employee or agent of the Depositor,
            the
            Servicer, the Securities Administrator and the Master Servicer may rely
            in good
            faith on any document of any kind which, prima facie, is properly executed
            and
            submitted by any Person respecting any matters arising hereunder. The
            Depositor,
            the Servicer, the Securities Administrator, the Master Servicer and any
            director, officer, employee or agent of the Depositor, the Servicer,
            the
            Securities Administrator or the Master Servicer shall be indemnified
            and held
            harmless by the Trust Fund against any loss, liability or expense incurred
            in
            connection with any legal action relating to this Agreement, the Certificates
            or
            any Credit Risk Management Agreement or any loss, liability or expense
            incurred
            other than by reason of willful misfeasance, bad faith or gross negligence
            in
            the performance of duties hereunder or by reason of reckless disregard
            of
            obligations and duties hereunder. None of the Depositor, the Servicer,
            the
            Securities Administrator or the Master Servicer shall be under any obligation
            to
            appear in, prosecute or defend any legal action unless such action is
            related to
            its respective duties under this Agreement and, in its opinion, does
            not involve
            it in any expense or liability; provided, however, that each of the Depositor,
            the Servicer, the Securities Administrator and the Master Servicer may
            in its
            discretion undertake any such action which it may deem necessary or desirable
            with respect to this Agreement and the rights and duties of the parties
            hereto
            and the interests of the Certificateholders hereunder. In such event,
            the legal
            expenses and costs of such action and any liability resulting therefrom
            (except
            any loss, liability or expense incurred by reason of willful misfeasance,
            bad
            faith or gross negligence in the performance of duties hereunder or by
            reason of
            reckless disregard of obligations and duties hereunder) shall be expenses,
            costs
            and liabilities of the Trust Fund, and the Depositor, the Servicer, the
            Securities Administrator and the Master Servicer shall be entitled to
            be
            reimbursed therefor from the Collection Account or the Distribution Account
            as
            and to the extent provided in Article III and Article IV, any such right
            of
            reimbursement being prior to the rights of the Certificateholders to
            receive any
            amount in the Collection Account and the Distribution Account.

           

          Notwithstanding
            anything to the contrary contained herein, the Servicer shall not be
            liable for
            any actions or inactions prior to the Cut-off Date of any prior servicer
            of the
            related Mortgage Loans and the Master Servicer shall not be liable for
            any
            action or inaction of the Servicer, except to the extent expressly provided
            herein, or the Credit Risk Management Agreement.

           

          SECTION
            7.04. Limitation
            on Resignation of the Servicer.

           

          (i) 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. 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 upon determination
            that its
            duties hereunder are no longer permissible under applicable law. No such
            resignation 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.

           

          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”), provided, that:

           

          (i) the
            Servicing Rights Lender’s rights are subject to this Agreement; and

           

          (ii) the
            Servicer shall remain subject to termination as servicer under this Agreement
            pursuant to the terms hereof.

           

          SECTION
            7.05. Limitation
            on Resignation of the Master Servicer.

           

          The
            Master Servicer shall not resign from the obligations and duties hereby
            imposed
            on it except upon determination that its duties hereunder are no longer
            permissible under applicable law. Any such determination pursuant to
            the
            preceding sentence permitting the resignation of the Master Servicer
            shall be
            evidenced by an Opinion of Counsel to such effect obtained at the expense
            of the
            Master Servicer and delivered to the Trustee and the Rating Agencies.
            No
            resignation of the Master Servicer shall become effective until the Trustee
            or a
            successor Master Servicer meeting the criteria specified in Section 7.06
            shall
            have assumed the Master Servicer’s responsibilities, duties, liabilities (other
            than those liabilities arising prior to the appointment of such successor)
            and
            obligations under this Agreement.

           

          SECTION
            7.06. Assignment
            of Master Servicing.

           

          The
            Master Servicer may sell and assign its rights and delegate its duties
            and
            obligations in its entirety as Master Servicer under this Agreement;
            provided,
            however, that: (i) the purchaser or transferee accept in writing such
            assignment
            and delegation and assume the obligations of the Master Servicer hereunder
            (a)
            shall have a net worth of not less than $25,000,000 (unless otherwise
            approved
            by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
            satisfactory to the Trustee (as evidenced in a writing signed by the
            Trustee);
            and (c) shall execute and deliver to the Trustee an agreement, in form
            and
            substance reasonably satisfactory to the Trustee, which contains an assumption
            by such Person of the due and punctual performance and observance of
            each
            covenant and condition to be performed or observed by it as master servicer
            under this Agreement, any custodial agreement from and after the effective
            date
            of such agreement; (ii) each Rating Agency shall be given prior written
            notice
            of the identity of the proposed successor to the Master Servicer and
            each Rating
            Agency’s rating of the Certificates in effect immediately prior to such
            assignment, sale and delegation will not be downgraded, qualified or
            withdrawn
            as a result of such assignment, sale and delegation, as evidenced by
            a letter to
            such effect delivered to the Master Servicer and the Trustee; and (iii)
            the
            Master Servicer assigning and selling the master servicing shall deliver
            to the
            Trustee an Officer’s Certificate and an Opinion of Independent counsel, each
            stating that all conditions precedent to such action under this Agreement
            have
            been completed and such action is permitted by and complies with the
            terms of
            this Agreement. No such assignment or delegation shall affect any liability
            of
            the Master Servicer arising out of acts or omissions prior to the effective
            date
            thereof.

           

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

           

          Each
            of the Master Servicer and the Servicer shall afford (and any Sub-Servicing
            or
            Sub-Contracting Agreement shall provide that each Sub-Servicer or Subcontractor,
            as applicable shall afford) the Depositor and the Trustee, upon reasonable
            notice, during normal business hours, access to all records maintained
            by the
            Master Servicer or the Servicer (and any such Sub-Servicer or Subcontractor,
            as
            applicable) in respect of the Servicer’s rights and obligations hereunder and
            access to officers of the Master Servicer or the Servicer (and those
            of any such
            Sub-Servicer or Subcontractor, as applicable) responsible for such obligations,
            and the Master Servicer shall have access to all such records maintained
            by the
            Servicer and any Sub-Servicers or Subcontractors. Upon request, each
            of the
            Master Servicer and the Servicer shall furnish to the Depositor and the
            Trustee
            its (and any such Sub-Servicer’s or Subcontractor’s) most recent financial
            statements and such other information relating to the Master Servicer’s or the
            Servicer’s capacity to perform its obligations under this Agreement as it
            possesses (and that any such Sub-Servicer or Subcontractor possesses).
            To the
            extent that the Master Servicer or the Servicer informs the Depositor
            and the
            Trustee that such information is not otherwise available to the public,
            the
            Depositor and the Trustee shall not disseminate any information obtained
            pursuant to the preceding two sentences without the Master Servicer’s or the
            Servicer’s written consent, except as required pursuant to this Agreement or to
            the extent that it is appropriate to do so (i) to its legal counsel,
            auditors,
            taxing authorities or other governmental agencies and the Certificateholders,
            (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction
            or
            decree of any court or governmental authority having jurisdiction over
            the
            Depositor and the Trustee or the Trust Fund, and in any case, the Depositor
            or
            the Trustee, (iii) disclosure of any and all information that is or becomes
            publicly known, or information obtained by the Trustee from sources other
            than
            the Depositor, the Servicer or the Master Servicer, (iv) disclosure as
            required
            pursuant to this Agreement or (v) disclosure of any and all information
            (A) in
            any preliminary or final offering circular, registration statement or
            contract
            or other document pertaining to the transactions contemplated by the
            Agreement
            approved in advance by the Depositor, the Servicer or the Master Servicer
            or (B)
            to any affiliate, independent or internal auditor, agent, employee or
            attorney
            of the Trustee having a need to know the same, provided that the Trustee
            advises
            such recipient of the confidential nature of the information being disclosed,
            shall use its best efforts to assure the confidentiality of any such
            disseminated non-public information. Nothing in this Section 7.07 shall
            limit
            the obligation of the Servicer to comply with any applicable law prohibiting
            disclosure of information regarding the Mortgagors and the failure of
            the
            Servicer to provide access as provided in this Section 7.07 as a result
            of such
            obligation shall not constitute a breach of this Section. Nothing in
            this
            Section 7.07 shall require the Servicer to collect, create, collate or
            otherwise
            generate any information that it does not generate in its usual course
            of
            business. The Servicer shall not be required to make copies of or ship
            documents
            to any party unless provisions have been made for the reimbursement of
            the costs
            thereof. The Depositor may, but is not obligated to, enforce the obligations
            of
            the Master Servicer and the Servicer under this Agreement and may, but
            is not
            obligated to, perform, or cause a designee to perform, any defaulted
            obligation
            of the Master Servicer or the Servicer under this Agreement or exercise
            the
            rights of the Master Servicer or the Servicer under this Agreement; provided
            that neither the Master Servicer nor the Servicer shall be relieved of
            any of
            its obligations under this Agreement by virtue of such performance by
            the
            Depositor or its designee. The Depositor shall not have any responsibility
            or
            liability for any action or failure to act by the Master Servicer or
            the
            Servicer and is not obligated to supervise the performance of the Master
            Servicer or the Servicer under this Agreement or otherwise.

           

          SECTION
            7.08. Duties
            of the Credit Risk Manager. 

           

          For
            and on behalf of the Depositor, the Credit Risk Manager will provide
            reports and
            recommendations concerning certain delinquent and defaulted Mortgage
            Loans, and
            as to the collection of any Prepayment Charges with respect to the Mortgage
            Loans. Such reports and recommendations will be based upon information
            provided
            to the Credit Risk Manager pursuant to the Credit Risk Management Agreements,
            and the Credit Risk Manager shall look solely to the Servicer and/or
            Master
            Servicer for all information and data (including loss and delinquency
            information and data) relating to the servicing of the related Mortgage
            Loans.
            Upon any termination of the Credit Risk Manager or the appointment of
            a
            successor Credit Risk Manager, the Depositor shall give written notice
            thereof
            to the Servicer, the Master Servicer, the Securities Administrator, the
            Trustee,
            and each Rating Agency. Notwithstanding the foregoing, the termination
            of the
            Credit Risk Manager pursuant to this Section shall not become effective
            until
            the appointment of a successor Credit Risk Manager.

           

          SECTION
            7.09. Limitation
            Upon Liability of the Credit Risk Manager. 

           

          Neither
            the Credit Risk Manager, nor any of its directors, officers, employees,
            or
            agents shall be under any liability to the Trustee, the Certificateholders,
            or
            the Depositor for any action taken or for refraining from the taking
            of any
            action made in good faith pursuant to this Agreement, in reliance upon
            information provided by the Servicer 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 pursuant to the
            related
            Credit Risk Management Agreement in the performance of its duties thereunder
            and
            hereunder.

           

          SECTION
            7.10. Removal
            of the Credit Risk Manager. 

           

          The
            Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
            holding not less than 66 2/3% of the Voting Rights in the Trust Fund,
            in the
            exercise of its or their sole discretion. The Certificateholders shall
            provide
            written notice of the Credit Risk Manager’s removal to the Trustee. Upon receipt
            of such notice, the Trustee shall provide written notice to the Credit
            Risk
            Manager of its removal, which shall be effective upon receipt of such
            notice by
            the Credit Risk Manager, with a copy to the Securities Administrator
            and the
            Master Servicer.

           

          ARTICLE
            VIII

           

          DEFAULT

           

          SECTION
            8.01. Servicer
            Events of Default.

           

          (a) “Servicer
            Event of Default,” wherever used herein, means any one of the following
            events:

           

          (i) any
            failure by the Servicer to remit to the Securities Administrator for
            distribution to the Certificateholders any payment (other than a P&I Advance
            required to be made from its own funds on any Servicer Remittance Date
            pursuant
            to Section 5.03) required to be made by the Servicer under the terms
            of the
            Certificates and this Agreement which continues unremedied for a period
            of one
            Business Day after the date upon which written notice of such failure,
            requiring
            the same to be remedied, shall have been given to the Servicer by the
            Depositor
            or the Trustee (in which case notice shall be provided by telecopy),
            or to the
            Servicer, the Depositor and the Trustee by the Holders of Certificates
            entitled
            to at least 25% of the Voting Rights; or

           

          (ii) any
            failure on the part of the Servicer duly to observe or perform in any
            material
            respect any other of the covenants or agreements on the part of the Servicer
            contained in this Agreement, or the material breach by the Servicer of
            any
            representation and warranty contained in Section 2.05, which continues
            unremedied for a period of thirty (30) days after the date on which written
            notice of such failure, requiring the same to be remedied, shall have
            been given
            to the Servicer by the Depositor or the Trustee or to the Servicer, the
            Depositor and the Trustee by the Holders of Certificates entitled to
            at least
            25% of the Voting Rights; provided, however, that in the case of a failure
            that
            cannot be cured within thirty (30) days, the cure period may be extended
            for an
            additional thirty (30) days if the Servicer can demonstrate to the reasonable
            satisfaction of the Trustee that the Servicer is diligently pursuing
            remedial
            action; or

           

          (iii) a
            decree or order of a court or agency or supervisory authority having
            jurisdiction in the premises in an involuntary case under any present
            or future
            federal or state bankruptcy, insolvency or similar law or the appointment
            of a
            conservator or receiver or liquidator in any insolvency, readjustment
            of debt,
            marshalling of assets and liabilities or similar proceeding, or for the
            winding-up or liquidation of its affairs, shall have been entered against
            the
            Servicer and such decree or order shall have remained in force undischarged
            or
            unstayed for a period of ninety (90) days; or

           

          (iv) the
            Servicer shall consent to the appointment of a conservator or receiver
            or
            liquidator in any insolvency, readjustment of debt, marshalling of assets
            and
            liabilities or similar proceedings of or relating to it or of or relating
            to all
            or substantially all of its property; or

           

          (v) the
            Servicer shall admit in writing its inability to pay its debts generally
            as they
            become due, file a petition to take advantage of any applicable insolvency
            or
            reorganization statute, make an assignment for the benefit of its creditors,
            or
            voluntarily suspend payment of its obligations;

           

          (vi) failure
            by the Servicer to duly perform, within the required time period, its
            obligations under Sections 3.17, 3.18 or 3.20; or 

           

          (vii) any
            failure of the Servicer to make any P&I Advance on any Servicer Remittance
            Date required to be made from its own funds pursuant to Section 5.03
            which
            continues unremedied until 3:00 p.m. New York time on the Business Day
            immediately following the Servicer Remittance Date; or

           

          (viii) failure
            of the Servicer to maintain at least an “average” rating from the Rating
            Agencies.

           

          If
            a Servicer Event of Default described in clauses (i) through (vi) or
            (viii) of
            this Section shall occur, then, and in each and every such case, so long
            as such
            Servicer Event of Default shall not have been remedied, the Depositor
            or the
            Trustee may, and at the written direction of the Holders of Certificates
            entitled to at least 51% of Voting Rights, the Trustee shall, by notice
            in
            writing to the defaulting Servicer (and to the Depositor if given by
            the Trustee
            or to the Trustee if given by the Depositor) with a copy to the Master
            Servicer
            and each Rating Agency, terminate all of the rights and obligations of
            the
            defaulting Servicer in its capacity as Servicer under this Agreement,
            to the
            extent permitted by law, and in and to the Mortgage Loans and the proceeds
            thereof. If a Servicer Event of Default described in clause (vii) hereof
            shall
            occur, the Trustee shall, by notice in writing to the defaulting Servicer,
            the
            Depositor and the Master Servicer, terminate all of the rights and obligations
            of the defaulting Servicer in its capacity as Servicer under this Agreement
            and
            in and to the Mortgage Loans and the proceeds thereof. Subject to Section
            8.02,
            on or after the receipt by the defaulting Servicer of such written notice,
            all
            authority and power of the defaulting Servicer under this Agreement,
            whether
            with respect to the Certificates (other than as a Holder of any Certificate)
            or
            the Mortgage Loans or otherwise, shall pass to and be vested in the Master
            Servicer pursuant to and under this Section, and, without limitation,
            the Master
            Servicer is hereby authorized and empowered, as attorney-in-fact or otherwise,
            to execute and deliver, on behalf of and at the expense of the defaulting
            Servicer, any and all documents and other instruments and to do or accomplish
            all other acts or things necessary or appropriate to effect the purposes
            of such
            notice of termination, whether to complete the transfer and endorsement
            or
            assignment of the Mortgage Loans and related documents, or otherwise.
            The
            defaulting Servicer agrees promptly (and in any event no later than ten
            (10)
            Business Days subsequent to such notice) to provide the Master Servicer
            with all
            documents and records requested by it to enable it to assume the defaulting
            Servicer’s functions under this Agreement, and to cooperate with the Master
            Servicer in effecting the termination of the defaulting Servicer’s
            responsibilities and rights under this Agreement, including, without
            limitation,
            the transfer within one (1) Business Day to the Master Servicer for
            administration by it of all cash amounts which at the time shall be or
            should
            have been credited by the defaulting Servicer to the Collection Account
            held by
            or on behalf of the defaulting Servicer or thereafter be received with
            respect
            to the related Mortgage Loans or any related REO Property (provided,
            however,
            that the defaulting Servicer shall continue to be entitled to receive
            all
            amounts accrued or owing to it under this Agreement on or prior to the
            date of
            such termination, whether in respect of P&I Advances, Servicing Advances,
            accrued and unpaid Servicing Fees or otherwise, and shall continue to
            be
            entitled to the benefits of Section 7.03, notwithstanding any such termination,
            with respect to events occurring prior to such termination). Reimbursement
            of
            unreimbursed P&I Advances, Servicing Advances and accrued and unpaid
            Servicing Fees shall be made on a first in, first out (“FIFO”) basis no later
            than the Servicer Remittance Date. For purposes of this Section 8.01(a),
            the
            Trustee shall not be deemed to have knowledge of a Servicer Event of
            Default
            unless a Responsible Officer of the Trustee assigned to and working in
            the
            Trustee’s Corporate Trust Office has actual knowledge thereof or unless written
            notice of any event which is in fact such a Servicer Event of Default
            is
            received by the Trustee at its Corporate Trust Office and such notice
            references
            the Certificates, the Trust or this Agreement. The Trustee shall promptly
            notify
            the Master Servicer and the Rating Agencies of the occurrence of a Servicer
            Event of Default of which it has knowledge as provided above.

           

          The
            Master Servicer shall be entitled to be reimbursed by the defaulting
            Servicer
            (or from amounts on deposit in the Distribution Account if the defaulting
            Servicer is unable to fulfill its obligations hereunder) for all reasonable
            out-of-pocket or third party costs associated with the transfer of servicing
            from the defaulting Servicer, including without limitation, any reasonable
            out-of-pocket or third party costs or expenses associated with the complete
            transfer of all servicing data and the completion, correction or manipulation
            of
            such servicing data as may be required by the Master Servicer to correct
            any
            errors or insufficiencies in the servicing data or otherwise to enable
            the
            Master Servicer to service the Mortgage Loans properly and effectively,
            upon
            presentation of reasonable documentation of such costs and
            expenses.

           

          (b) “Master
            Servicer Event of Default,” wherever used herein, means any one of the following
            events:

           

          (i) any
            failure on the part of the Master Servicer duly to observe or perform
            in any
            material respect any other of the covenants or agreements on the part
            of the
            Master Servicer contained in this Agreement, or the breach by the Master
            Servicer of any representation and warranty contained in Section 2.04,
            which
            continues unremedied for a period of 30 days after the date on which
            written
            notice of such failure, or after such other period as set forth in this
            Agreement, requiring the same to be remedied, shall have been given to
            the
            Master Servicer by the Depositor or the Trustee or to the Master Servicer,
            the
            Depositor and the Trustee by the Holders of Certificates entitled to
            at least
            25% of the Voting Rights; or

           

          (ii) a
            decree or order of a court or agency or supervisory authority having
            jurisdiction in the premises in an involuntary case under any present
            or future
            federal or state bankruptcy, insolvency or similar law or the appointment
            of a
            conservator or receiver or liquidator in any insolvency, readjustment
            of debt,
            marshalling of assets and liabilities or similar proceeding, or for the
            winding-up or liquidation of its affairs, shall have been entered against
            the
            Master Servicer and such decree or order shall have remained in force
            undischarged or unstayed for a period of 90 days; or

           

          (iii) the
            Master Servicer shall consent to the appointment of a conservator or
            receiver or
            liquidator in any insolvency, readjustment of debt, marshalling of assets
            and
            liabilities or similar proceedings of or relating to it or of or relating
            to all
            or substantially all of its property; or

           

          (iv) the
            Master Servicer shall admit in writing its inability to pay its debts
            generally
            as they become due, file a petition to take advantage of any applicable
            insolvency or reorganization statute, make an assignment for the benefit
            of its
            creditors, or voluntarily suspend payment of its obligations; or

           

          (v) failure
            by the Master Servicer to duly perform, within the required time period,
            its
            obligations under Sections 4.15, 4.16, 4.17 or 4.18.

           

          If
            a Master Servicer Event of Default shall occur, then, and in each and
            every such
            case, so long as such Master Servicer Event of Default shall not have
            been
            remedied, the Depositor or the Trustee may, and at the written direction
            of the
            Holders of Certificates entitled to at least 51% of Voting Rights, the
            Trustee
            shall, by notice in writing to the Master Servicer (and to the Depositor
            if
            given by the Trustee or to the Trustee if given by the Depositor) with
            a copy to
            each Rating Agency, terminate all of the rights and obligations of the
            Master
            Servicer in its capacity as Master Servicer under this Agreement, to
            the extent
            permitted by law, and in and to the Mortgage Loans and the proceeds thereof.
            On
            or after the receipt by the Master Servicer of such written notice, all
            authority and power of the Master Servicer under this Agreement, whether
            with
            respect to the Certificates (other than as a Holder of any Certificate)
            or the
            Mortgage Loans or otherwise including, without limitation, the compensation
            payable to the Master Servicer under this Agreement, shall pass to and
            be vested
            in the Trustee pursuant to and under this Section, and, without limitation,
            the
            Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise,
            to
            execute and deliver, on behalf of and at the expense of the Master Servicer,
            any
            and all documents and other instruments and to do or accomplish all other
            acts
            or things necessary or appropriate to effect the purposes of such notice
            of
            termination, whether to complete the transfer and endorsement or assignment
            of
            the Mortgage Loans and related documents, or otherwise. The Master Servicer
            agrees promptly (and in any event no later than ten Business Days subsequent
            to
            such notice) to provide the Trustee with all documents and records requested
            by
            it to enable it to assume the Master Servicer’s functions under this Agreement,
            and to cooperate with the Trustee in effecting the termination of the
            Master
            Servicer’s responsibilities and rights under this Agreement (provided, however,
            that the Master Servicer shall continue to be entitled to receive all
            amounts
            accrued or owing to it under this Agreement on or prior to the date of
            such
            termination and shall continue to be entitled to the benefits of Section
            7.03,
            notwithstanding any such termination, with respect to events occurring
            prior to
            such termination). For purposes of this Section 8.01(b), the Trustee
            shall not
            be deemed to have knowledge of a Master Servicer Event of Default unless
            a
            Responsible Officer of the Trustee assigned to and working in the Trustee’s
            Corporate Trust Office has actual knowledge thereof or unless written
            notice of
            any event which is in fact such a Master Servicer Event of Default is
            received
            by the Trustee and such notice references the Certificates, the Trust
            or this
            Agreement. The Trustee shall promptly notify the Rating Agencies of the
            occurrence of a Master Servicer Event of Default of which it has knowledge
            as
            provided above.

           

          To
            the extent that the costs and expenses of the Trustee related to the
            termination
            of the Master Servicer, appointment of a successor Master Servicer or
            the
            transfer and assumption of the master servicing by the Trustee (including,
            without limitation, (i) all legal costs and expenses and all due diligence
            costs
            and expenses associated with an evaluation of the potential termination
            of the
            Master Servicer as a result of a Master Servicer Event of Default and
            (ii) all
            costs and expenses associated with the complete transfer of the master
            servicing, including all servicing files and all servicing data and the
            completion, correction or manipulation of such servicing data as may
            be required
            by the successor Master Servicer to correct any errors or insufficiencies
            in the
            servicing data or otherwise to enable the successor Master Servicer to
            master
            service the Mortgage Loans in accordance with this Agreement) are not
            fully and
            timely reimbursed by the terminated Master Servicer, the Trustee shall
            be
            entitled to reimbursement of such costs and expenses from the Distribution
            Account. 

           

          Notwithstanding
            the foregoing, the Trustee may, if it shall be unwilling to continue
            to act, or
            shall, if it is unable to so act, petition a court of competent jurisdiction
            to
            appoint, or appoint on its own behalf, any established housing and home
            finance
            institution servicer, master servicer, servicing or mortgage servicing
            institution having a net worth of not less than $25,000,000 and meeting
            such
            other standards for a successor master servicer as are set forth in this
            Agreement, as the successor to such Master Servicer in the assumption
            of all of
            the responsibilities, duties or liabilities of a master servicer.

           

          Neither
            the Trustee nor any other successor master servicer shall be deemed to
            be in
            default hereunder by reason of any failure to make, or any delay in making,
            any
            distribution hereunder or any portion thereof or any failure to perform,
            or any
            delay in performing, any duties or responsibilities hereunder, in either
            case
            caused by the failure of the Master Servicer to deliver or provide, or
            any delay
            in delivering or providing, any cash, information, documents or records
            to
            it.

           

          SECTION
            8.02. Master
            Servicer to Act; Appointment of Successor.

           

          (a) 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
            anything herein to the contrary, in no event shall the Trustee or the
            Master
            Servicer be liable for any Servicing Fee or for any differential in the
            amount
            of the Servicing Fee paid hereunder and the amount necessary to induce
            any
            successor servicer to act as successor servicer under this Agreement
            and the
            transactions set forth or provided for herein.

           

          Any
            successor servicer appointed under this Agreement must (i) be an established
            mortgage loan servicing institution that is a Fannie Mae and Freddie
            Mac
            approved seller/servicer, (ii) be approved by each Rating Agency by a
            written
            confirmation from each Rating Agency that the appointment of such successor
            servicer would not result in the reduction or withdrawal of the then
            current
            ratings of any outstanding Class of Certificates, (iii) have a net worth
            of not
            less than $25,000,000 and (iv) assume all the responsibilities, duties
            or
            liabilities of the Servicer (other than liabilities of the Servicer hereunder
            incurred prior to termination of the Servicer under Section 8.01 herein)
            under
            this Agreement as if originally named as a party to this Agreement.

           

          (b) (1)
            All servicing transfer costs (including, without limitation, servicing
            transfer
            costs of the type described in Section 8.02(a) and incurred by the Trustee,
            the
            Master Servicer and any successor servicer under paragraph (b)(2) below)
            shall
            be paid by the terminated Servicer upon presentation of reasonable documentation
            of such costs, and if such predecessor or initial Servicer, as applicable,
            defaults in its obligation to pay such costs, the successor servicer,
            the Master
            Servicer and the Trustee shall be entitled to reimbursement therefor
            from the
            assets of the Trust Fund.

           

          (2)
            No appointment of a successor to the Servicer under this Agreement shall
            be
            effective until the assumption by the successor of all of the Servicer’s
            responsibilities, duties and liabilities hereunder. In connection with
            such
            appointment and assumption described herein, the Trustee may make such
            arrangements for the compensation of such successor out of payments on
            the
            Mortgage Loans as it and such successor shall agree; provided, however,
            that no
            such compensation shall be in excess of that permitted the Servicer as
            such
            hereunder. The Depositor, the Trustee and such successor shall take such
            action,
            consistent with this Agreement, as shall be necessary to effectuate any
            such
            succession. Pending appointment of a successor to the Servicer under
            this
            Agreement, the Master Servicer shall act in such capacity as hereinabove
            provided.

           

          SECTION
            8.03. Notification
            to Certificateholders.

           

          (a) Upon
            any termination of the Servicer or the Master Servicer pursuant to Section
            8.01(a) or (b) or any appointment of a successor to the Servicer or the
            Master
            Servicer pursuant to Section 8.02, the Trustee shall give prompt written
            notice
            thereof to the Certificateholders at their respective addresses appearing
            in the
            Certificate Register.

           

          (b) Not
            later than the later of sixty (60) days after the occurrence of any event,
            which
            constitutes or which, with notice or lapse of time or both, would constitute
            a
            Servicer Event of Default or a Master Servicer Event of Default or five
            (5) days
            after a Responsible Officer of the Trustee becomes aware of the occurrence
            of
            such an event, the Trustee shall transmit by mail to all Holders of Certificates
            notice of each such occurrence, unless such default or Servicer Event
            of Default
            or Master Servicer Event of Default shall have been cured or
            waived.

           

          SECTION
            8.04. Waiver
            of Events of Default.

           

          The
            Holders representing at least 66% of the Voting Rights evidenced by all
            Classes
            of Certificates affected by any default, Servicer Event of Default or
            Master
            Servicer Event of Default hereunder may waive such default, Servicer
            Event of
            Default or Master Servicer Event of Default; provided, however, that
            a Servicer
            Event of Default under clause (i) or (vii) of Section 8.01(a) may be
            waived only
            by all of the Holders of the Regular Certificates. Upon any such waiver
            of a
            default, Servicer Event of Default or Master Servicer Event of Default,
            such
            default, Servicer Event of Default or Master Servicer Event of Default
            shall
            cease to exist and shall be deemed to have been remedied for every purpose
            hereunder. No such waiver shall extend to any subsequent or other default,
            Servicer Event of Default or Master Servicer Event of Default or impair
            any
            right consequent thereon except to the extent expressly so waived.

           

          ARTICLE
            IX

           

          CONCERNING
            THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

           

          SECTION
            9.01. Duties
            of Trustee and Securities Administrator.

           

          The
            Trustee, prior to the occurrence of a Master Servicer Event of Default
            and after
            the curing or waiver of all Master Servicer Events of Default which may
            have
            occurred, and the Securities Administrator each undertake to perform
            such duties
            and only such duties as are specifically set forth in this Agreement
            as duties
            of the Trustee and the Securities Administrator, respectively. During
            the
            continuance of a Master Servicer Event of Default, the Trustee shall
            exercise
            such of the rights and powers vested in it by this Agreement, and use
            the same
            degree of care and skill in its exercise as a prudent person would exercise
            or
            use under the circumstances in the conduct of such person’s own affairs. Any
            permissive right of the Trustee enumerated in this Agreement shall not
            be
            construed as a duty.

           

          Each
            of the Trustee and the Securities Administrator, upon receipt of all
            resolutions, certificates, statements, opinions, reports, documents,
            orders or
            other instruments furnished to it, which are specifically required to
            be
            furnished pursuant to any provision of this Agreement, shall examine
            them to
            determine whether they conform to the requirements of this Agreement.
            If any
            such instrument is found not to conform to the requirements of this Agreement
            in
            a material manner, the Trustee or the Securities Administrator, as the
            case may
            be, shall take such action as it deems appropriate to have the instrument
            corrected, and if the instrument is not corrected to its satisfaction,
            the
            Securities Administrator will provide notice to the Trustee thereof and
            the
            Trustee will provide notice to the Certificateholders.

           

          The
            Trustee shall promptly remit to the Servicer any complaint, claim, demand,
            notice or other document (collectively, the “Notices”) delivered to the Trustee
            as a consequence of the assignment of any Mortgage Loan hereunder and
            relating
            to the servicing of the Mortgage Loans; provided than any such notice
            (i) is
            delivered to the Trustee at its Corporate Trust Office, (ii) contains
            information sufficient to permit the Trustee to make a determination
            that the
            real property to which such document relates is a Mortgaged Property.
            The
            Trustee shall have no duty hereunder with respect to any Notice it may
            receive
            or which may be alleged to have been delivered to or served upon it unless
            such
            Notice is delivered to it or served upon it at its Corporate Trust Office
            and
            such Notice contains the information required pursuant to clause (ii)
            of the
            preceding sentence.

           

          No
            provision of this Agreement shall be construed to relieve the Trustee
            or the
            Securities Administrator from liability for its own negligent action,
            its own
            negligent failure to act or its own misconduct; provided, however,
            that:

           

          (i) Prior
            to the occurrence of a Master Servicer Event of Default and after the
            curing or
            waiver of all such Master Servicer Events of Default which may have occurred
            with respect to the Trustee and at all times with respect to the Securities
            Administrator, the duties and obligations of the Trustee shall be determined
            solely by the express provisions of this Agreement, neither the Trustee
            nor the
            Securities Administrator shall be liable except for the performance of
            such
            duties and obligations as are specifically set forth in this Agreement,
            no
            implied covenants or obligations shall be read into this Agreement against
            the
            Trustee or the Securities Administrator and, in the absence of bad faith
            on the
            part of the Trustee or the Securities Administrator, respectively, the
            Trustee
            or the Securities Administrator, respectively, may conclusively rely,
            as to the
            truth of the statements and the correctness of the opinions expressed
            therein,
            upon any certificates or opinions furnished to the Trustee or the Securities
            Administrator, respectively, that conform to the requirements of this
            Agreement;

           

          (ii) Neither
            the Trustee nor the Securities Administrator shall be liable for an error
            of
            judgment made in good faith by a Responsible Officer or Responsible Officers
            of
            the Trustee or an officer or officers of the Securities Administrator,
            respectively, unless it shall be proved that the Trustee or the Securities
            Administrator, respectively, was negligent in ascertaining the pertinent
            facts;
            and

           

          (iii) Neither
            the Trustee nor the Securities Administrator shall be liable with respect
            to any
            action taken, suffered or omitted to be taken by it in good faith in
            accordance
            with the direction of the Holders of Certificates entitled to at least
            25% of
            the Voting Rights relating to the time, method and place of conducting
            any
            proceeding for any remedy available to the Trustee or the Securities
            Administrator or exercising any trust or power conferred upon the Trustee
            or the
            Securities Administrator under this Agreement.

           

          SECTION
            9.02. Certain
            Matters Affecting Trustee and Securities Administrator.

           

          (a) Except
            as otherwise provided in Section 9.01:

           

          (i) The
            Trustee and the Securities Administrator may request and rely upon and
            shall be
            protected in acting or refraining from acting upon any resolution, Officers’
Certificate, certificate of auditors or any other certificate, statement,
            instrument, opinion, report, notice, request, consent, order, appraisal,
            bond or
            other paper or document reasonably believed by it to be genuine and to
            have been
            signed or presented by the proper party or parties;

           

          (ii) The
            Trustee and the Securities Administrator may consult with counsel of
            its
            selection and any advice of such counsel or any Opinion of Counsel shall
            be full
            and complete authorization and protection in respect of any action taken
            or
            suffered or omitted by it hereunder in good faith and in accordance with
            such
            advice or Opinion of Counsel;

           

          (iii) Neither
            the Trustee nor the Securities Administrator shall be under any obligation
            to
            exercise any of the trusts or powers vested in it by this Agreement or
            to
            institute, conduct or defend any litigation hereunder or in relation
            hereto at
            the request, order or direction of any of the Certificateholders, pursuant
            to
            the provisions of this Agreement, unless such Certificateholders shall
            have
            offered to the Trustee or the Securities Administrator, as the case may
            be,
            reasonable security or indemnity satisfactory to it against the costs,
            expenses
            and liabilities which may be incurred therein or thereby; nothing contained
            herein shall, however, relieve the Trustee of the obligation, upon the
            occurrence of a Master Servicer Event of Default (which has not been
            cured or
            waived), to exercise such of the rights and powers vested in it by this
            Agreement, and to use the same degree of care and skill in their exercise
            as a
            prudent person would exercise or use under the circumstances in the conduct
            of
            such person’s own affairs;

           

          (iv) Neither
            the Trustee nor the Securities Administrator shall be liable for any
            action
            taken, suffered or omitted by it in good faith and believed by it to
            be
            authorized or within the discretion or rights or powers conferred upon
            it by
            this Agreement;

           

          (v) Prior
            to the occurrence of a Master Servicer Event of Default hereunder and
            after the
            curing or waiver of all Master Servicer Events of Default which may have
            occurred with respect to the Trustee and at all times with respect to
            the
            Securities Administrator, neither the Trustee nor the Securities Administrator
            shall be bound to make any investigation into the facts or matters stated
            in any
            resolution, certificate, statement, instrument, opinion, report, notice,
            request, consent, order, approval, bond or other paper or document, unless
            requested in writing to do so by the Holders of Certificates entitled
            to at
            least 25% of the Voting Rights; provided, however, that if the payment
            within a
            reasonable time to the Trustee or the Securities Administrator of the
            costs,
            expenses or liabilities likely to be incurred by it in the making of
            such
            investigation is, in the opinion of the Trustee or the Securities Administrator,
            as applicable, not reasonably assured to the Trustee or the Securities
            Administrator by such Certificateholders, the Trustee or the Securities
            Administrator, as applicable, may require reasonable indemnity satisfactory
            to
            it against such expense, or liability from such Certificateholders as
            a
            condition to taking any such action;

           

          (vi) The
            Trustee may execute any of the trusts or powers hereunder or perform
            any duties
            hereunder either directly or by or through agents or attorneys and the
            Trustee
            shall not be responsible for any misconduct or negligence on the part
            of any
            agent or attorney appointed with due care by it hereunder;

           

          (vii) The
            Trustee shall not be liable for any loss resulting from (a) the investment
            of
            funds held in the Collection Account, (b) the investment of funds held
            in the
            Distribution Account, (c) the investment of funds held in the Reserve
            Fund or
            (d) the redemption or sale of any such investment as therein
            authorized;

           

          (viii) The
            Trustee shall not be deemed to have notice of any default, Master Servicer
            Event
            of Default or Servicer Event of Default unless a Responsible Officer
            of the
            Trustee has actual knowledge thereof or unless written notice of any
            event which
            is in fact such a default is received by a Responsible Officer of the
            Trustee at
            the Corporate Trust Office of the Trustee, and such notice references
            the
            Certificates and this Agreement; and

           

          (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.

           

          (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
            Trustee is hereby directed by the Depositor to execute the Swap Agreement
            on
            behalf of the Supplemental Interest Trust in the form presented to it
            by the
            Depositor and shall have no responsibility for the contents of the Swap
            Agreement, including, without limitation, the representations and warranties
            contained therein. Any funds payable by the Trustee on behalf of the
            Supplemental Interest Trust under the Swap Agreement shall be paid from
            funds of
            the Supplemental Interest Trust in accordance with the terms and provisions
            of
            the Swap Agreement. Notwithstanding anything to the contrary contained
            herein or
            in the Swap Agreement, the Trustee shall not be required to make any
            payments to
            the counterparty under the Swap Agreement.

           

          (d) None
            of the Securities Administrator, the Master Servicer, the Servicer, the
            Sponsor,
            the Depositor, the Custodians or the Trustee shall be responsible for
            the acts
            or omissions of the others or the Swap Provider, it being understood
            that this
            Agreement shall not be construed to render those partners joint venturers
            or
            agents of one another.

           

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

           

          The
            recitals contained herein and in the Certificates (other than the signature
            of
            the Securities Administrator, the authentication of the Securities Administrator
            on the Certificates, the acknowledgments of the Trustee contained in
            Article II
            and the representations and warranties of the Trustee in Section 9.12)
            shall be
            taken as the statements of the Depositor and neither the Trustee nor
            the
            Securities Administrator assumes any responsibility for their correctness.
            Neither the Trustee nor the Securities Administrator makes any representations
            or warranties as to the validity or sufficiency of this Agreement (other
            than as
            specifically set forth in Section 9.12), the Swap Agreement or of the
            Certificates (other than the signature of the Securities Administrator
            and
            authentication of the Securities Administrator on the Certificates) or
            of any
            Mortgage Loan or related document. The Trustee and the Securities Administrator
            shall not be accountable for the use or application by the Depositor
            of any of
            the Certificates or of the proceeds of such Certificates, or for the
            use or
            application of any funds paid to the Depositor or the Master Servicer
            in respect
            of the Mortgage Loans or deposited in or withdrawn from the Collection
            Account
            by the Servicer, other than with respect to the Securities Administrator
            any
            funds held by it or on behalf of the Trustee in accordance with Section
            3.24 and
            3.25.

           

          SECTION
            9.04. Trustee
            and Securities Administrator May Own Certificates.

           

          Each
            of the Trustee and the Securities Administrator in its individual capacity
            or
            any other capacity may become the owner or pledgee of Certificates and
            may
            transact business with other interested parties and their Affiliates
            with the
            same rights it would have if it were not Trustee or the Securities
            Administrator.

           

          SECTION
            9.05. Fees
            and Expenses of Trustee 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 DBNT
            as the
            Custodian under the DBNT 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 (i) for which
            the
            Trustee is indemnified by the Master Servicer or any 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 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
            hereunder
            made by the Master Servicer to the Trustee shall be from the Master Servicer’s
            own funds, without reimbursement from REMIC I therefor.

           

          SECTION
            9.06. Eligibility
            Requirements for Trustee and Securities Administrator.

           

          The
            Trustee and the Securities Administrator shall at all times be a corporation
            or
            an association (other than the Depositor, the Sponsor, the Master Servicer
            or
            any Affiliate of the foregoing) organized and doing business under the
            laws of
            any state or the United States of America, authorized under such laws
            to
            exercise corporate trust powers, having a combined capital and surplus
            of at
            least $50,000,000 (or a member of a bank holding company whose capital
            and
            surplus is at least $50,000,000) and subject to supervision or examination
            by
            federal or state authority. If such corporation or association publishes
            reports
            of conditions at least annually, pursuant to law or to the requirements
            of the
            aforesaid supervising or examining authority, then for the purposes of
            this
            Section the combined capital and surplus of such corporation or association
            shall be deemed to be its combined capital and surplus as set forth in
            its most
            recent report of conditions so published. In case at any time the Trustee
            or the
            Securities Administrator, as applicable, shall cease to be eligible in
            accordance with the provisions of this Section, the Trustee or the Securities
            Administrator, as applicable, shall resign immediately in the manner
            and with
            the effect specified in Section 9.07.

           

          SECTION
            9.07. Resignation
            and Removal of Trustee and Securities Administrator.

           

          The
            Trustee and the Securities Administrator may at any time resign and be
            discharged from the trust hereby created by giving written notice thereof
            to the
            Depositor, to the Master Servicer, to the Securities Administrator (or
            the
            Trustee, if the Securities Administrator resigns) and to the Certificateholders.
            Upon receiving such notice of resignation, the Depositor shall promptly
            appoint
            a successor trustee or successor securities administrator by written
            instrument,
            in duplicate, which instrument shall be delivered to the resigning Trustee
            or
            Securities Administrator, as applicable, and to the successor trustee
            or
            successor securities administrator, as applicable. A copy of such instrument
            shall be delivered to the Certificateholders, the Trustee, the Securities
            Administrator and the Master Servicer by the Depositor. If no successor
            trustee
            or successor securities administrator shall have been so appointed and
            have
            accepted appointment within thirty (30) days after the giving of such
            notice of
            resignation, the resigning Trustee or Securities Administrator, as the
            case may
            be, may, at the expense of the Trust Fund, petition any court of competent
            jurisdiction for the appointment of a successor trustee, successor securities
            administrator, Trustee or Securities Administrator, as applicable.

           

          If
            at any time the Trustee or the Securities Administrator shall cease to
            be
            eligible in accordance with the provisions of Section 9.06 and shall
            fail to
            resign after written request therefor by the Depositor, or if at any
            time the
            Trustee or the Securities Administrator shall become incapable of acting,
            or
            shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
            or the
            Securities Administrator or of its property shall be appointed, or any
            public
            officer shall take charge or control of the Trustee or the Securities
            Administrator or of its property or affairs for the purpose of rehabilitation,
            conservation or liquidation, then the Depositor may remove the Trustee
            or the
            Securities Administrator, as applicable and appoint a successor trustee
            or
            successor securities administrator, as applicable, by written instrument,
            in
            duplicate, which instrument shall be delivered to the Trustee or the
            Securities
            Administrator so removed and to the successor trustee or successor securities
            administrator. A copy of such instrument shall be delivered to the
            Certificateholders, the Trustee, the Securities Administrator and the
            Master
            Servicer by the Depositor.

           

          The
            Holders of Certificates entitled to at least 51% of the Voting Rights
            may at any
            time remove the Trustee or the Securities Administrator and appoint a
            successor
            trustee or successor securities administrator by written instrument or
            instruments, in triplicate, signed by such Holders or their attorneys-in-fact
            duly authorized, one complete set of which instruments shall be delivered
            to the
            Depositor, one complete set to the Trustee or the Securities Administrator
            so
            removed and one complete set to the successor so appointed. A copy of
            such
            instrument shall be delivered to the Certificateholders, the Trustee
            (in the
            case of the removal of the Securities Administrator), the Securities
            Administrator (in the case of the removal of the Trustee) and the Master
            Servicer by the Depositor.

           

          Any
            resignation or removal of the Trustee or the Securities Administrator
            and
            appointment of a successor trustee or successor securities administrator
            pursuant to any of the provisions of this Section shall not become effective
            until acceptance of appointment by the successor trustee or successor
            securities
            administrator, as applicable, as provided in Section 9.08.

           

          Notwithstanding
            anything to the contrary contained herein, the Master Servicer and the
            Securities Administrator shall at all times be the same Person.

           

          SECTION
            9.08. Successor
            Trustee or Securities Administrator.

           

          Any
            successor trustee or successor securities administrator appointed as
            provided in
            Section 9.07 shall execute, acknowledge and deliver to the Depositor
            and its
            predecessor trustee or predecessor securities administrator an instrument
            accepting such appointment hereunder, and thereupon the resignation or
            removal
            of the predecessor trustee or predecessor securities administrator shall
            become
            effective and such successor trustee or successor securities administrator
            without any further act, deed or conveyance, shall become fully vested
            with all
            the rights, powers, duties and obligations of its predecessor hereunder,
            with
            the like effect as if originally named as trustee or securities administrator
            herein. The predecessor trustee or predecessor securities administrator
            shall
            deliver to the successor trustee or successor securities administrator
            all
            Mortgage Loan Documents and related documents and statements to the extent
            held
            by it hereunder, as well as all monies, held by it hereunder, and the
            Depositor
            and the predecessor trustee or predecessor securities administrator shall
            execute and deliver such instruments and do such other things as may
            reasonably
            be required for more fully and certainly vesting and confirming in the
            successor
            trustee or successor securities administrator all such rights, powers,
            duties
            and obligations.

           

          No
            successor trustee or successor securities administrator shall accept
            appointment
            as provided in this Section unless at the time of such acceptance such
            successor
            trustee or successor securities administrator shall be eligible under
            the
            provisions of Section 9.06 and the appointment of such successor trustee
            or
            successor securities administrator shall not result in a downgrading
            of any
            Class of Certificates by any Rating Agency, as evidenced by a letter
            from each
            Rating Agency.

           

          Upon
            acceptance of appointment by a successor trustee or successor securities
            administrator as provided in this Section, the Depositor shall mail notice
            of
            the succession of such trustee hereunder to all Holders of Certificates
            at their
            addresses as shown in the Certificate Register. If the Depositor fails
            to mail
            such notice within ten (10) days after acceptance of appointment by the
            successor trustee or successor securities administrator, the successor
            trustee
            or successor securities administrator shall cause such notice to be mailed
            at
            the expense of the Depositor.

           

          SECTION
            9.09. Merger
            or Consolidation of Trustee or Securities Administrator.

           

          Any
            corporation or association into which the Trustee or the Securities
            Administrator may be merged or converted or with which it may be consolidated
            or
            any corporation or association resulting from any merger, conversion
            or
            consolidation to which the Trustee or the Securities Administrator shall
            be a
            party, or any corporation or association succeeding to the business of
            the
            Trustee or the Securities Administrator shall be the successor of the
            Trustee or
            the Securities Administrator hereunder, provided such corporation or
            association
            shall be eligible under the provisions of Section 9.06, without the execution
            or
            filing of any paper or any further act on the part of any of the parties
            hereto,
            anything herein to the contrary notwithstanding.

           

          SECTION
            9.10. Appointment
            of Co-Trustee or Separate Trustee.

           

          Notwithstanding
            any other provisions hereof, at any time, for the purpose of meeting
            any legal
            requirements of any jurisdiction in which any part of the REMIC I or
            property
            securing the same may at the time be located, the Trustee shall have
            the power
            and shall execute and deliver all instruments to appoint one or more
            Persons
            approved by the Trustee to act as co-trustee or co-trustees, jointly
            with the
            Trustee, or separate trustee or separate trustees, of all or any part
            of REMIC
            I, and to vest in such Person or Persons, in such capacity, and for the
            benefit
            of the Holders of the Certificates, such title to REMIC I, or any part
            thereof,
            and, subject to the other provisions of this Section 9.10, such powers,
            duties,
            obligations, rights and trusts as the Trustee may consider necessary
            or
            desirable. No co-trustee or separate trustee hereunder shall be required
            to meet
            the terms of eligibility as a successor trustee under Section 9.06 hereunder
            and
            no notice to Holders of Certificates of the appointment of co-trustee(s)
            or
            separate trustee(s) shall be required under Section 9.08 hereof.

           

          In
            the case of any appointment of a co-trustee or separate trustee pursuant
            to this
            Section 9.10 all rights, powers, duties and obligations conferred or
            imposed
            upon the Trustee shall be conferred or imposed upon and exercised or
            performed
            by the Trustee and such separate trustee or co-trustee jointly, except
            to the
            extent that under any law of any jurisdiction in which any particular
            act or
            acts are to be performed by the Trustee (whether as Trustee hereunder
            or as
            successor to a defaulting Master Servicer hereunder), the Trustee shall
            be
            incompetent or unqualified to perform such act or acts, in which event
            such
            rights, powers, duties and obligations (including the holding of title
            to REMIC
            I or any portion thereof in any such jurisdiction) shall be exercised
            and
            performed by such separate trustee or co-trustee at the direction of
            the
            Trustee.

           

          Any
            notice, request or other writing given to the Trustee shall be deemed
            to have
            been given to each of the then separate trustees and co-trustees, as
            effectively
            as if given to each of them. Every instrument appointing any separate
            trustee or
            co-trustee shall refer to this Agreement and the conditions of this Article
            IX.
            Each separate trustee and co-trustee, upon its acceptance of the trust
            conferred, shall be vested with the estates or property specified in
            its
            instrument of appointment, either jointly with the Trustee, or separately,
            as
            may be provided therein, subject to all the provisions of this Agreement,
            specifically including every provision of this Agreement relating to
            the conduct
            of, affecting the liability of, or affording protection to, the Trustee.
            Every
            such instrument shall be filed with the Trustee.

           

          Any
            separate trustee or co-trustee may, at any time, constitute the Trustee,
            its
            agent or attorney-in-fact, with full power and authority, to the extent
            not
            prohibited by law, to do any lawful act under or in respect of this Agreement
            on
            its behalf and in its name. If any separate trustee or co-trustee shall
            die,
            become incapable of acting, resign or be removed, all of its estates,
            properties, rights, remedies and trusts shall vest in and be exercised
            by the
            Trustee, to the extent permitted by law, without the appointment of a
            new or
            successor trustee or co-trustee.

           

          SECTION
            9.11. Appointment
            of Office or Agency.

           

          The
            Certificates may be surrendered for registration of transfer or exchange
            at the
            Securities Administrator’s office located at Sixth Street and Marquette Avenue,
            Minneapolis, Minnesota 55479, and presented for final distribution at
            the
            Corporate Trust Office of the Securities Administrator where notices
            and demands
            to or upon the Securities Administrator in respect of the Certificates
            and this
            Agreement may be served.

           

          SECTION
            9.12. Representations
            and Warranties.

           

          The
            Trustee hereby represents and warrants to the Master Servicer, the Securities
            Administrator, the Servicer and the Depositor as applicable, as of the
            Closing
            Date, that:

           

          (i) It
            is a national banking association duly organized, validly existing and
            in good
            standing under the laws of the United States of America.

           

          (ii) The
            execution and delivery of this Agreement by it, and the performance and
            compliance with the terms of this Agreement by it, will not violate its
            articles
            of association or bylaws or constitute a default (or an event which,
            with notice
            or lapse of time, or both, would constitute a default) under, or result
            in the
            breach of, any material agreement or other instrument to which it is
            a party or
            which is applicable to it or any of its assets.

           

          (iii) It
            has the full power and authority to enter into and consummate all transactions
            contemplated by this Agreement, has duly authorized the execution, delivery
            and
            performance of this Agreement, and has duly executed and delivered this
            Agreement.

           

          (iv) This
            Agreement, assuming due authorization, execution and delivery by the
            other
            parties hereto, constitutes a valid, legal and binding obligation of
            it,
            enforceable against it in accordance with the terms hereof, subject to
            (A)
            applicable bankruptcy, insolvency, receivership, reorganization, moratorium
            and
            other laws affecting the enforcement of creditors’ rights generally, and (B)
            general principles of equity, regardless of whether such enforcement
            is
            considered in a proceeding in equity or at law.

           

          (v) It
            is not in violation of, and its execution and delivery of this Agreement
            and its
            performance and compliance with the terms of this Agreement will not
            constitute
            a violation of, any law, any order or decree of any court or arbiter,
            or any
            order, regulation or demand of any federal, state or local governmental
            or
            regulatory authority, which violation, in its good faith and reasonable
            judgment, is likely to affect materially and adversely either the ability
            of it
            to perform its obligations under this Agreement or its financial
            condition.

           

          (vi) No
            litigation is pending or, to the best of its knowledge, threatened against
            it,
            which would prohibit it from entering into this Agreement or, in its
            good faith
            reasonable judgment, is likely to materially and adversely affect either
            the
            ability of it to perform its obligations under this Agreement or its
            financial
            condition.

           

          ARTICLE
            X

           

          TERMINATION

           

          SECTION
            10.01. Termination
            Upon Repurchase or Liquidation of All Mortgage Loans.

           

          (a) Subject
            to Section 10.02, the respective obligations and responsibilities under
            this
            Agreement of the Depositor, the Master Servicer, the Securities Administrator,
            the Servicer and the Trustee (other than the obligations of the Master
            Servicer
            to the Trustee pursuant to Section 9.05 and of the Servicer to make remittances
            to the Securities Administrator and the Securities Administrator to make
            payments in respect of the REMIC I Regular Interests, REMIC I Regular
            Interests
            or the Classes of Certificates as hereinafter set forth) shall terminate
            upon
            payment to the Certificateholders and the deposit of all amounts held
            by or on
            behalf of the Trustee and required hereunder to be so paid or deposited
            on the
            Distribution Date coinciding with or following the earlier to occur of
            (i) the
            purchase by the Terminator (as defined below) of all Mortgage Loans and
            each REO
            Property remaining in REMIC I and (ii) the final payment or other liquidation
            (or any advance with respect thereto) of the last Mortgage Loan or REO
            Property
            remaining in REMIC I; provided, however, that in no event shall the trust
            created hereby continue beyond the earlier of (i) the expiration of 21
            years
            from the death of the last survivor of the descendants of Joseph P. Kennedy,
            the
            late ambassador of the United States to the Court of St. James, living
            on the
            date hereof and (ii) the Last Scheduled Distribution Date. The purchase
            by the
            Terminator of all Mortgage Loans and each REO Property remaining in REMIC
            I
            shall be at a price (the “Termination Price”) equal to the sum of (i) the
            greater of (A) the aggregate Purchase Price of all the Mortgage Loans
            included
            in REMIC I, plus the appraised value of each REO Property, if any, included
            in
            REMIC I, such appraisal to be conducted by an appraiser mutually agreed
            upon by
            the Master Servicer 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 Master Servicer and the Trustee, as of the close of business on the
            third
            Business Day next preceding the date upon which notice of any such termination
            is furnished to Certificateholders pursuant to the third paragraph of
            this
            Section 10.01), (ii) amounts due and owing to the Swap Provider under
            the Swap
            Agreement as of the termination date plus (ii) any amounts due the Servicer
            and
            the Master Servicer in respect of unpaid Servicing Fees and outstanding
            P&I
            Advances and Servicing Advances. 

           

          (b) The
            Master Servicer referred to herein as the “Terminator” shall have the right to
            purchase all of the Mortgage Loans and each REO Property remaining in
            REMIC I
            pursuant to clause (i) of the preceding paragraph no later than the
            Determination Date in the month immediately preceding the Distribution
            Date on
            which the Certificates will be retired; provided, however, that the Terminator
            may elect to purchase all of the Mortgage Loans and each REO Property
            remaining
            in REMIC I pursuant to clause (i) above only if the aggregate Scheduled
            Principal Balance of the Mortgage Loans and each REO Property remaining
            in the
            Trust Fund at the time of such election is reduced to less than or equal
            to 10%
            of the aggregate Scheduled Principal Balance of the Mortgage Loans as
            of the
            Cut-off Date. By acceptance of the Residual Certificates, the Holder
            of the
            Residual Certificates agrees, in connection with any termination hereunder,
            to
            assign and transfer any portion of the Termination Price in excess of
            par, and
            to the extent received in respect of such termination, to pay any such
            amounts
            to the Holders of the Class CE Certificates. In the event the optional
            termination right is exercised by the Master Servicer, the Servicer shall
            remain
            the servicer of record of the Mortgage Loans unless the Servicer was
            terminated
            as Servicer prior to the exercise of such optional termination right.
            

           

          (c) Notice
            of the liquidation of the Certificates shall be given promptly by the
            Securities
            Administrator by letter to the Certificateholders mailed (a) in the event
            such
            notice is given in connection with the purchase of the Mortgage Loans
            and each
            REO Property by the Master Servicer, not earlier than the 15th day and
            not later
            than the 25th day of the month next preceding the month of the final
            distribution on the Certificates or (b) otherwise during the month of
            such final
            distribution on or before the Determination Date in such month, in each
            case
            specifying (i) the Distribution Date upon which the Trust Fund will terminate
            and the final payment in respect of the REMIC I Regular Interests or
            the
            Certificates will be made upon presentation and surrender of the related
            Certificates at the office of the Securities Administrator therein designated,
            (ii) the amount of any such final payment, (iii) that no interest shall
            accrue
            in respect of the REMIC I Regular Interests or the Certificates from
            and after
            the Interest Accrual Period relating to the final Distribution Date therefor
            and
            (iv) that the Record Date otherwise applicable to such Distribution Date
            is not
            applicable, payments being made only upon presentation and surrender
            of the
            Certificates at the office of the Securities Administrator. In the event
            such
            notice is given in connection with the purchase of all of the Mortgage
            Loans and
            each REO Property remaining in REMIC I by the Master Servicer, the Master
            Servicer 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
            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 Master Servicer the Mortgage Files
            for
            the remaining Mortgage Loans, and Trustee shall execute all assignments,
            endorsements and other instruments delivered to it and necessary to effectuate
            such transfer.

           

          (d) Upon
            presentation of the Certificates by the Certificateholders on the final
            Distribution Date, the Securities Administrator shall distribute to each
            Certificateholder so presenting and surrendering its Certificates the
            amount
            otherwise distributable on such Distribution Date in accordance with
            Section
            5.01 in respect of the Certificates so presented and surrendered. Any
            funds not
            distributed to any Holder or Holders of Certificates being retired on
            such
            Distribution Date because of the failure of such Holder or Holders to
            tender
            their Certificates shall, on such date, be set aside and held in trust
            and
            credited to the account of the appropriate non-tendering Holder or Holders.
            If
            any Certificates as to which notice has been given pursuant to this Section
            10.01 shall not have been surrendered for cancellation within six months
            after
            the time specified in such notice, the Securities Administrator shall
            mail a
            second notice to the remaining non-tendering Certificateholders to surrender
            their Certificates for cancellation in order to receive the final distribution
            with respect thereto. If within one year after the second notice all
            such
            Certificates shall not have been surrendered for cancellation, the Securities
            Administrator shall, directly or through an agent, mail a final notice
            to the
            remaining non-tendering Certificateholders concerning surrender of their
            Certificates. The costs and expenses of maintaining the funds in trust
            and of
            contacting such Certificateholders shall be paid out of the assets remaining
            in
            the trust funds. If within one (1) year after the final notice any such
            Certificates shall not have been surrendered for cancellation, the Securities
            Administrator shall pay to the Depositor all such amounts, and all rights
            of
            non-tendering Certificateholders in or to such amounts shall thereupon
            cease. No
            interest shall accrue or be payable to any Certificateholder on any amount
            held
            in trust by the Securities Administrator as a result of such Certificateholder’s
            failure to surrender its Certificate(s) on the final Distribution Date
            for final
            payment thereof in accordance with this Section 10.01. Any such amounts
            held in
            trust by the Securities Administrator shall be held uninvested in an
            Eligible
            Account.

           

          SECTION
            10.02. Additional
            Termination Requirements.

           

          (a) In
            the event that the Terminator purchases all the Mortgage Loans and each
            REO
            Property or the final payment on or other liquidation of the last Mortgage
            Loan
            or REO Property remaining in REMIC I pursuant to Section 10.01, the Trust
            Fund
            shall be terminated in accordance with the following additional
            requirements:

           

          (i) The
            Trustee shall specify the first day in the 90-day liquidation period
            in a
            statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury
            regulation Section 1.860F-1 and shall satisfy all requirements of a qualified
            liquidation under Section 860F of the Code and any regulations thereunder,
            as
            evidenced by an Opinion of Counsel obtained by and at the expense of
            the
            Terminator;

           

          (ii) During
            such 90-day liquidation period and, at or prior to the time of making
            of the
            final payment on the Certificates, the Trustee shall sell all of the
            assets of
            REMIC I to the Terminator for cash; and

           

          (iii) At
            the time of the making of the final payment on the Certificates, the
            Securities
            Administrator shall distribute or credit, or cause to be distributed
            or
            credited, to the Holders of the Residual Certificates all cash on hand
            in the
            Trust Fund (other than cash retained to meet claims), and the Trust Fund
            shall
            terminate at that time.

           

          (b) At
            the expense of the Terminator (or, if the Trust Fund is being terminated
            as a
            result of the occurrence of the event described in clause (ii) of the
            first
            paragraph of Section 10.01, at the expense of the Trust Fund), the Terminator
            shall prepare or cause to be prepared the documentation required in connection
            with the adoption of a plan of liquidation of each Trust REMIC pursuant
            to this
            Section 10.02.

           

          (c) By
            their acceptance of Certificates, the Holders thereof hereby agree to
            authorize
            the Trustee to specify the 90-day liquidation period for each Trust REMIC,
            which
            authorization shall be binding upon all successor
            Certificateholders.

           

          ARTICLE
            XI

           

          REMIC
            PROVISIONS

           

          SECTION
            11.01. REMIC
            Administration.

           

          (a) The
            Trustee 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 the Reserve Fund) shall be designated
            as the
“regular interests” in REMIC III and the Class R-III Interest shall be
            designated as the “residual interest” in REMIC III. The Trustee shall not permit
            the creation of any “interests” in each Trust REMIC (within the meaning of
            Section 860G of the Code) other than the REMIC I Regular Interests, REMIC
            II
            Regular Interests, Class IO Interest and the interests represented by
            the
            Certificates.

           

          (b) The
            Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
            within the meaning of Section 860G(a)(9) of the Code.

           

          (c) The
            Securities Administrator shall be reimbursed for any and all expenses
            relating
            to any tax audit of the Trust Fund (including, but not limited to, any
            professional fees or any administrative or judicial proceedings with
            respect to
            each Trust REMIC that involve the Internal Revenue Service or state tax
            authorities), including the expense of obtaining any tax related Opinion
            of
            Counsel except as specified herein. The Securities Administrator, as
            agent for
            each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund
            in relation to any tax matter or controversy involving any Trust REMIC
            and (ii)
            represent the Trust Fund in any administrative or judicial proceeding
            relating
            to an examination or audit by any governmental taxing authority with
            respect
            thereto. The holder of the largest Percentage Interest of each Class
            of Residual
            Certificates shall be designated, in the manner provided under Treasury
            regulations section 1.860F-4(d) and Treasury regulations section
            301.6231(a)(7)-1, as the tax matters person of the related REMIC created
            hereunder. By their acceptance thereof, the holder of the largest Percentage
            Interest of the Residual Certificates hereby agrees to irrevocably appoint
            the
            Securities Administrator or an Affiliate as its agent to perform all
            of the
            duties of the tax matters person for the Trust Fund.

           

          (d) The
            Securities Administrator shall prepare and file and the Trustee shall
            sign all
            of the Tax Returns in respect of each REMIC created hereunder. The expenses
            of
            preparing and filing such returns shall be borne by the Securities Administrator
            without any right of reimbursement therefor.

           

          (e) The
            Securities Administrator shall perform on behalf of each Trust REMIC
            all
            reporting and other tax compliance duties that are the responsibility
            of such
            REMIC under the Code, the REMIC Provisions or other compliance guidance
            issued
            by the Internal Revenue Service or any state or local taxing authority.
            Among
            its other duties, as required by the Code, the REMIC Provisions or other
            such
            compliance guidance, the Securities Administrator shall provide (i) to
            any
            Transferor of a Residual Certificate such information as is necessary
            for the
            application of any tax relating to the transfer of a Residual Certificate
            to any
            Person who is not a Permitted Transferee upon receipt of additional reasonable
            compensation, (ii) to the Certificateholders such information or reports
            as are
            required by the Code or the REMIC Provisions including reports relating
            to
            interest, original issue discount and market discount or premium (using
            the
            Prepayment Assumption as required) and (iii) to the Internal Revenue
            Service the
            name, title, address and telephone number of the person who will serve
            as the
            representative of each Trust REMIC. The Depositor shall provide or cause
            to be
            provided to the Securities Administrator, within ten (10) days after
            the Closing
            Date, all information or data that the Securities Administrator reasonably
            determines to be relevant for tax purposes as to the valuations and issue
            prices
            of the Certificates, including, without limitation, the price, yield,
            prepayment
            assumption and projected cash flow of the Certificates.

           

          (f) To
            the extent in the control of the Trustee or the Securities Administrator,
            each
            such Person (i) shall take such action and shall cause each REMIC created
            hereunder to take such action as shall be necessary to create or maintain
            the
            status thereof as a REMIC under the REMIC Provisions, (ii) shall not
            take any
            action, cause the Trust Fund to take any action or fail to take (or fail
            to
            cause to be taken) any action that, under the REMIC Provisions, if taken
            or not
            taken, as the case may be, could (A) endanger the status of each Trust
            REMIC as
            a REMIC or (B) result in the imposition of a tax upon the Trust Fund
            (including
            but not limited to the tax on prohibited transactions as defined in Section
            860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
            in
            Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
            unless such action or inaction is permitted under this Agreement or the
            Trustee
            and the Securities Administrator have received an Opinion of Counsel,
            addressed
            to the them (at the expense of the party seeking to take such action
            but in no
            event at the expense of the Trustee or the Securities Administrator)
            to the
            effect that the contemplated action will not, with respect to any Trust
            REMIC,
            endanger such status or result in the imposition of such a tax, nor (iii)
            shall
            the Securities Administrator take or fail to take any action (whether
            or not
            authorized hereunder) as to which the Trustee has advised it in writing
            that it
            has received an Opinion of Counsel to the effect that an Adverse REMIC
            Event
            could occur with respect to such action; provided that the Securities
            Administrator may conclusively rely on such Opinion of Counsel and shall
            incur
            no liability for its action or failure to act in accordance with such
            Opinion of
            Counsel. In addition, prior to taking any action with respect to any
            Trust REMIC
            or the respective assets of each, or causing any Trust REMIC to take
            any action,
            which is not contemplated under the terms of this Agreement, the Securities
            Administrator will consult with the Trustee or its designee, in writing,
            with
            respect to whether such action could cause an Adverse REMIC Event to
            occur with
            respect to any Trust REMIC, and the Securities Administrator shall not
            take any
            such action or cause any Trust REMIC to take any such action as to which
            the
            Trustee has advised it in writing that an Adverse REMIC Event could occur.
            The
            Trustee may consult with counsel to make such written advice, and the
            cost of
            same shall be home by the party seeking to take the action not permitted
            by this
            Agreement, but in no event shall such cost be an expense of the
            Trustee.

           

          (g) In
            the event that any tax is imposed on “prohibited transactions” of any REMIC
            created hereunder as defined in Section 860F(a)(2) of the Code, on the
“net
            income from foreclosure property” of such REMIC as defined in Section 860G(c) of
            the Code, on any contributions to any such REMIC after the Startup Day
            therefor
            pursuant to Section 860G(d) of the Code, or any other tax is imposed
            by the Code
            or any applicable provisions of state or local tax laws, such tax shall
            be
            charged (i) to the Trustee pursuant to Section 11.03, if such tax arises
            out of
            or results from a breach by the Trustee of any of its obligations under
            this
            Article XI, (ii) to the Securities Administrator pursuant to Section
            11.03, if
            such tax arises out of or results from a breach by the Securities Administrator
            of any of its obligations under this Article XI, (iii) to the Master
            Servicer
            pursuant to Section 11.03, if such tax arises out of or results from
            a breach by
            the Master Servicer of any of its obligations under Article IV or under
            this
            Article XI, (iv) to the Servicer pursuant to Section 11.03, if such tax
            arises
            out of or results from a breach by the Servicer of any of its obligations
            under
            Article III or under this Article XI, or (v) in all other cases, against
            amounts
            on deposit in the Distribution Account and shall be paid by withdrawal
            therefrom.

           

          (h) The
            Securities Administrator shall, for federal income tax purposes, maintain
            books
            and records with respect to each Trust REMIC on a calendar year and on
            an
            accrual basis.

           

          (i) Following
            the Startup Day, neither the Securities Administrator nor the Trustee
            shall
            accept any contributions of assets to any Trust REMIC other than in connection
            with any Qualified Substitute Mortgage Loan delivered in accordance with
            Section
            2.03 unless it shall have received an Opinion of Counsel to the effect
            that the
            inclusion of such assets in the Trust Fund will not cause the related
            REMIC to
            fail to qualify as a REMIC at any time that any Certificates are outstanding
            or
            subject such REMIC to any tax under the REMIC Provisions or other applicable
            provisions of federal, state and local law or ordinances.

           

          (j) Neither
            the Trustee nor the Securities Administrator shall knowingly enter into
            any
            arrangement by which any Trust REMIC will receive a fee or other compensation
            for services nor permit either REMIC to receive any income from assets
            other
            than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
            Code.

           

          (k) The
            Securities Administrator shall apply for an employer identification number
            with
            the Internal Revenue Service via a Form SS-4 or other comparable method
            for each
            REMIC. In connection with the foregoing, the Securities Administrator
            shall
            provide the name and address of the person who can be contacted to obtain
            information required to be reported to the holders of Regular Interests
            in each
            REMIC as required by IRS Form 8811.

           

          SECTION
            11.02. Prohibited
            Transactions and Activities.

           

          None
            of the Depositor, the Servicer, the Securities Administrator, the Master
            Servicer or the Trustee shall sell, dispose of or substitute for any
            of the
            Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage
            Loan, including but not limited to, the acquisition or sale of a Mortgaged
            Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy
            of REMIC
            I, (iii) the termination of REMIC I pursuant to Article X of this Agreement,
            (iv) a substitution pursuant to Article II of this Agreement or (v) a
            purchase
            of Mortgage Loans pursuant to Article II of this Agreement), nor acquire
            any
            assets for any Trust REMIC (other than REO Property acquired in respect
            of a
            defaulted Mortgage Loan), nor sell or dispose of any investments in the
            Collection Account or the Distribution Account for gain, nor accept any
            contributions to any Trust REMIC after the Closing Date (other than a
            Qualified
            Substitute Mortgage Loan delivered in accordance with Section 2.03),
            unless it
            has received an Opinion of Counsel, addressed to the Trustee and the
            Securities
            Administrator (at the expense of the party seeking to cause such sale,
            disposition, substitution, acquisition or contribution but in no event
            at the
            expense of the Trustee) that such sale, disposition, substitution, acquisition
            or contribution will not (a) affect adversely the status of any Trust
            REMIC as a
            REMIC or (b) cause any Trust REMIC to be subject to a tax on “prohibited
            transactions” or “contributions” pursuant to the REMIC Provisions.

           

          SECTION
            11.03. Indemnification.

           

          (a) The
            Trustee agrees to be liable for any taxes and costs incurred by the Trust
            Fund,
            the Depositor, the Master Servicer, the Securities Administrator or the
            Servicer
            including, without limitation, any reasonable attorneys fees imposed
            on or
            incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities
            Administrator or the Servicer as a result of the Trustee’s failure to perform
            its covenants set forth in this Article XI in accordance with the standard
            of
            care of the Trustee set forth in this Agreement.

           

          (b) The
            Servicer agrees to indemnify the Trust Fund, the Depositor, the Master
            Servicer,
            the Securities Administrator and the Trustee for any taxes and costs
            including,
            without limitation, any reasonable attorneys’ fees imposed on or incurred by the
            Trust Fund, the Depositor, the Master Servicer, the Securities Administrator
            or
            the Trustee, as a result of the Servicer’s failure to perform its covenants set
            forth in Article III in accordance with the standard of care of the Servicer
            set
            forth in this Agreement.

           

          (c) The
            Master Servicer agrees to indemnify the Trust Fund, the Depositor, the
            Servicer
            and the Trustee for any taxes and costs including, without limitation,
            any
            reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
            Depositor, the Servicer or the Trustee, as a result of the Master Servicer’s
            failure to perform its covenants set forth in Article IV in accordance
            with the
            standard of care of the Master Servicer set forth in this
            Agreement.

           

          (d) The
            Securities Administrator agrees to be liable for any taxes and costs
            incurred by
            the Trust Fund, the Depositor, the Servicer or the Trustee including,
            without
            limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
            Fund, the Depositor, the Servicer or the Trustee as a result of the Securities
            Administrator’s failure to perform its covenants set forth in this Article XI in
            accordance with the standard of care of the Securities Administrator
            set forth
            in this Agreement.

           

          ARTICLE
            XII

           

          MISCELLANEOUS
            PROVISIONS

           

          SECTION
            12.01. Amendment.

           

          This
            Agreement may be amended from time to time by the Depositor, the Servicer,
            the
            Master Servicer, the Securities Administrator and the Trustee, 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 (or the Swap Provider
            unless the
            Swap Provider shall have consented to the amendment); 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 (or if such amendment
            modifies
            the rights of the Swap Provider hereunder, with the consent of the Swap
            Provider); provided, however, that no such amendment shall (i) reduce
            in any
            manner the amount of, or delay the timing of, payments received on Mortgage
            Loans which are required to be distributed on any Certificate without
            the
            consent of the Holder of such Certificate, (ii) adversely affect in any
            material
            respect the interests of the Holders of any Class of Certificates in
            a manner,
            other than as described in (i), without the consent of the Holders of
            Certificates of such Class evidencing at least 66% of the Voting Rights
            allocated to such Class, or (iii) modify the consents required by the
            immediately preceding clauses (i) and (ii) without the consent of the
            Holders of
            all Certificates then outstanding. Notwithstanding any other provision
            of this
            Agreement, for purposes of the giving or withholding of consents pursuant
            to
            this Section 12.01, Certificates registered in the name of the Depositor
            or the
            Servicer or any Affiliate thereof shall be entitled to Voting Rights
            with
            respect to matters affecting such Certificates. Without limiting the
            generality
            of the foregoing, any amendment to this Agreement required in connection
            with
            the compliance with or the clarification of any reporting obligations
            described
            in Section 5.06 hereof shall not require the consent of any Certificateholder
            and without the need for any Opinion of Counsel or Rating Agency
            confirmation.

           

          Notwithstanding
            any contrary provision of this Agreement, the Trustee shall not consent
            to any
            amendment to this Agreement unless it shall have first received an Opinion
            of
            Counsel to the effect that such amendment is permitted hereunder and
            will not
            result in the imposition of any tax on any Trust REMIC pursuant to the
            REMIC
            Provisions or cause any Trust REMIC to fail to qualify as a REMIC at
            any time
            that any Certificates are outstanding and that such amendment is authorized
            or
            permitted by this Agreement. 

           

          Promptly
            after the execution of any such amendment the Trustee shall furnish a
            copy of
            such amendment to each Certificateholder.

           

          It
            shall not be necessary for the consent of Certificateholders under this
            Section
            12.01 to approve the particular form of any proposed amendment, but it
            shall be
            sufficient if such consent shall approve the substance thereof. The manner
            of
            obtaining such consents and of evidencing the authorization of the execution
            thereof by Certificateholders shall be subject to such reasonable regulations
            as
            the Trustee may prescribe.

           

          The
            cost of any Opinion of Counsel to be delivered pursuant to this Section
            12.01
            shall be borne by the Person seeking the related amendment, but in no
            event
            shall such Opinion of Counsel be an expense of the Trustee.

           

          The
            Trustee may, but shall not be obligated to enter into any amendment pursuant
            to
            this Section that affects its rights, duties and immunities under this
            Agreement
            or otherwise.

           

          SECTION
            12.02. Recordation
            of Agreement; Counterparts.

           

          To
            the extent permitted by applicable law, this Agreement is subject to
            recordation
            in all appropriate public offices for real property records in all the
            counties
            or other comparable jurisdictions in which any or all of the properties
            subject
            to the Mortgages are situated, and in any other appropriate public recording
            office or elsewhere, such recordation to be effected by the Depositor
            at the
            expense of the Certificateholders, but only upon direction of the Trustee
            accompanied by an Opinion of Counsel to the effect that such recordation
            materially and beneficially affects the interests of the
            Certificateholders.

           

          For
            the purpose of facilitating the recordation of this Agreement as herein
            provided
            and for other purposes, this Agreement may be executed simultaneously
            in any
            number of counterparts, each of which counterparts shall be deemed to
            be an
            original, and such counterparts shall constitute but one and the same
            instrument.

           

          SECTION
            12.03. Limitation
            on Rights of Certificateholders.

           

          The
            death or incapacity of any Certificateholder shall not operate to terminate
            this
            Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
            representatives or heirs to claim an accounting or to take any action
            or
            proceeding in any court for a partition or winding up of the Trust Fund,
            nor
            otherwise affect the rights, obligations and liabilities of the parties
            hereto
            or any of them.

           

          No
            Certificateholder shall have any right to vote (except as expressly provided
            for
            herein) or in any manner otherwise control the operation and management
            of the
            Trust Fund, or the obligations of the parties hereto, nor shall anything
            herein
            set forth, or contained in the terms of any of the Certificates, be construed
            so
            as to constitute the Certificateholders from time to time as partners
            or members
            of an association; nor shall any Certificateholder be under any liability
            to any
            third person by reason of any action taken by the parties to this Agreement
            pursuant to any provision hereof.

           

          No
            Certificateholder shall have any right by virtue of any provision of
            this
            Agreement to institute any suit, action or proceeding in equity or at
            law upon
            or under or with respect to this Agreement, unless such Holder previously
            shall
            have given to the Trustee a written notice of default and of the continuance
            thereof, as hereinbefore provided, and unless also the Holders of Certificates
            entitled to at least 25% of the Voting Rights shall have made written
            request
            upon the Trustee to institute such action, suit or proceeding in its
            own name as
            Trustee hereunder and shall have offered to the Trustee such reasonable
            indemnity as it may require against the costs, expenses and liabilities
            to be
            incurred therein or thereby, and the Trustee, for 15 days after its receipt
            of
            such notice, request and offer of indemnity, shall have neglected or
            refused to
            institute any such action, suit or proceeding. It is understood and intended,
            and expressly covenanted by each Certificateholder with every other
            Certificateholder. and the Trustee, that no one or more Holders of Certificates
            shall have any right in any manner whatsoever by virtue of any provision
            of this
            Agreement to affect, disturb or prejudice the rights of the Holders of
            any other
            of such Certificates, or to obtain or seek to obtain priority over or
            preference
            to any other such Holder, or to enforce any right under this Agreement,
            except
            in the manner herein provided and for the equal, ratable and common benefit
            of
            all Certificateholders. For the protection and enforcement of the provisions
            of
            this Section, each and every Certificateholder and the Trustee shall
            be entitled
            to such relief as can be given either at law or in equity.

           

          SECTION
            12.04. Governing
            Law.

           

          This
            Agreement shall be construed in accordance with the laws of the State
            of New
            York and the obligations, rights and remedies of the parties hereunder
            shall be
            determined in accordance with such laws without regard to conflicts of
            laws
            principles thereof other than Section 5-1401 of the New York General
            Obligations
            Law which shall govern.

           

          SECTION
            12.05. Notices.

           

          All
            directions, demands and notices hereunder shall be in writing and shall
            be
            deemed to have been duly given when received if sent by facsimile, receipt
            confirmed, if personally delivered at or mailed by first class mail,
            postage
            prepaid, or by express delivery service or delivered in any other manner
            specified herein, to (a) in the case of the Depositor, ACE Securities
            Corp.,
            AMACAR GROUP, 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina
            28211, Attention: Juliana Johnson (telecopy number: (704) 365-1362),
            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, Saxon Mortgage Services,
            Inc.,
            4708 Mercantile Drive, Fort Worth, Texas 76137, Attention: Mr. David
            Dill,
            President (telecopy number: (817) 655-7509), 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-ASAP1
            (telecopy
            number: (410) 715-2380), or such other address or telecopy number as
            may
            hereafter be furnished to the Trustee, the Depositor and the Servicer
            in writing
            by the Master Servicer or the Securities Administrator and (d) in the
            case of
            the Trustee, at the Corporate Trust Office or such other address or telecopy
            number as the Trustee may hereafter be furnish to the Servicer, the Master
            Servicer, the Securities Administrator and the Depositor in writing by
            the
            Trustee. Any notice required or permitted to be given to a Certificateholder
            shall be given by first class mail, postage prepaid, at the address of
            such
            Holder as shown in the Certificate Register. Any notice so mailed within
            the
            time prescribed in this Agreement shall be conclusively presumed to have
            been
            duly given when mailed, whether or not the Certificateholder receives
            such
            notice. A copy of any notice required to be telecopied hereunder also
            shall be
            mailed to the appropriate party in the manner set forth above.

           

          SECTION
            12.06. Severability
            of Provisions.

           

          If
            any one or more of the covenants, agreements, provisions or terms of
            this
            Agreement shall be for any reason whatsoever held invalid, then such
            covenants,
            agreements, provisions or terms shall be deemed severable from the remaining
            covenants, agreements, provisions or terms of this Agreement and shall
            in no way
            affect the validity or enforceability of the other provisions of this
            Agreement
            or of the Certificates or the rights of the Holders thereof.

           

          SECTION
            12.07. Notice
            to Rating Agencies.

           

          The
            Trustee shall use its best efforts promptly to provide notice to the
            Rating
            Agencies with respect to each of the following of which a Responsible
            Officer
            has actual knowledge:

           

          1. Any
            material change or amendment to this Agreement;

           

          2. The
            occurrence of any Servicer Event of Default or Master Servicer Event
            of Default
            that has not been cured or waived;

           

          3. The
            resignation or termination of the Servicer, the Master Servicer or the
            Trustee;

           

          4. The
            repurchase or substitution of Mortgage Loans pursuant to or as contemplated
            by
            Section 2.03;

           

          5. The
            final payment to the Holders of any Class of Certificates;

           

          6. Any
            change in the location of the Distribution Account; and

           

          7. Any
            event that would result in the inability of the Trustee as successor
            servicer to
            make advances regarding delinquent Mortgage Loans.

           

          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:

           

          8. Each
            Annual Statement of Compliance described in Section 3.17 of this Agreement;
            and

           

          9. 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; to Moody’s Investors Service, Inc., 99 Church Street, New
            York, New York 10007; and to Dominion Bond Rating Service, 55 Broadway,
            15th
            Floor, New York, New York 10006 or such other addresses as the Rating
            Agencies
            may designate in writing to the parties hereto.

           

          SECTION
            12.08. Article
            and Section References.

           

          All
            article and section references used in this Agreement, unless otherwise
            provided, are to articles and sections in this Agreement.

           

          SECTION
            12.09. Grant
            of Security Interest.

           

          It
            is the express intent of the parties hereto that the conveyance of the
            Mortgage
            Loans by the Depositor to the Trustee, on behalf of the Trust and for
            the
            benefit of the Certificateholders, be, and be construed as, a sale of
            the
            Mortgage Loans by the Depositor and not a pledge of the Mortgage Loans
            to secure
            a debt or other obligation of the Depositor. However, in the event that,
            notwithstanding the aforementioned intent of the parties, the Mortgage
            Loans are
            held to be property of the Depositor, then, (a) it is the express intent
            of the
            parties that such conveyance be deemed a pledge of the Mortgage Loans
            by the
            Depositor to the Trustee, on behalf of the Trust and for the benefit
            of the
            Certificateholders, to secure a debt or other obligation of the Depositor
            and
            (b)(1) this Agreement shall also be deemed to be a security agreement
            within the
            meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect
            from
            time to time in the State of New York; (2) the conveyance provided for
            in
            Section 2.01 shall be deemed to be a grant by the Depositor to the Trustee,
            on
            behalf of the Trust and for the benefit of the Certificateholders, of
            a security
            interest in all of the Depositor’s right, title and interest in and to the
            Mortgage Loans and all amounts payable to the holders of the Mortgage
            Loans in
            accordance with the terms thereof and all proceeds of the conversion,
            voluntary
            or involuntary, of the foregoing into cash, instruments, securities or
            other
            property, including without limitation all amounts, other than investment
            earnings, from time to time held or invested in the Collection Account
            and the
            Distribution Account, whether in the form of cash, instruments, securities
            or
            other property; (3) the obligations secured by such security agreement
            shall be
            deemed to be all of the Depositor’s obligations under this Agreement, including
            the obligation to provide to the Certificateholders the benefits of this
            Agreement relating to the Mortgage Loans and the Trust Fund; and (4)
            notifications to persons holding such property, and acknowledgments,
            receipts or
            confirmations from persons holding such property, shall be deemed notifications
            to, or acknowledgments, receipts or confirmations from, financial
            intermediaries, bailees or agents (as applicable) of the Trustee for
            the purpose
            of perfecting such security interest under applicable law. Accordingly,
            the
            Depositor hereby grants to the Trustee, on behalf of the Trust and for
            the
            benefit of the Certificateholders, a security interest in the Mortgage
            Loans and
            all other property described in clause (2) of the preceding sentence,
            for the
            purpose of securing to the Trustee the performance by the Depositor of
            the
            obligations described in clause (3) of the preceding sentence. Notwithstanding
            the foregoing, the parties hereto intend the conveyance pursuant to Section
            2.01
            to be a true, absolute and unconditional sale of the Mortgage Loans and
            assets
            constituting the Trust Fund by the Depositor to the Trustee, on behalf
            of the
            Trust and for the benefit of the Certificateholders.

           

          SECTION
            12.10. Survival
            of Indemnification.

           

          Any
            and all indemnities to be provided by any party to this Agreement shall
            survive
            the termination and resignation of any party hereto and the termination
            of this
            Agreement.

           

          SECTION
            12.11. Intention
            of the Parties and Interpretation.

           

          Each
            of the parties acknowledges and agrees that the purpose of Sections 3.17,
            3.18,
            3.20, 4.15, 4.16, 4.17, 4.18 and 5.06 of this Agreement is to facilitate
            compliance by the Sponsor, the Master Servicer, the Securities Administrator
            and
            the Depositor with the provisions of Regulation AB promulgated by the
            Commission
            under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be
            amended from time to time and subject to clarification and interpretive
            advice
            as may be issued by the staff of the Commission from time to time. Therefore,
            each of the parties agrees that (a) the obligations of the parties hereunder
            shall be interpreted in such a manner as to accomplish that purpose,
            (b) the
            parties’ obligations hereunder will be supplemented and modified as necessary
            to
            be consistent with any such amendments, interpretive advice or guidance,
            convention or consensus among active participants in the asset-backed
            securities
            markets, advice of counsel, or otherwise in respect of the requirements
            of
            Regulation AB, (c) the parties shall comply with requests made by the
            Sponsor or
            the Depositor for delivery of additional or different information as
            the Sponsor
            or the Depositor may determine in good faith is necessary to comply with
            the
            provisions of Regulation AB, and (d) no amendment of this Agreement shall
            be
            required to effect any such changes in the parties’ obligations as are necessary
            to accommodate evolving interpretations of the provisions of Regulation
            AB.


           

           

          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

                      


              

              
                 

                 

              

            

            
              
                	 	 	 
	 	
                        
                          SAXON
                            MORTGAGE SERVICES, INC.

                          
                            as
                              Servicer

                          

                        

                      
	 
 	 
 	 
 
	 	By:  	 /s/ David L. Dill 
	 	
                        

                      
	 	
                        Name:  David L. Dill

                        Title:  President

                      


              

              
                 

                 

              

            

            
              
                
                  	 	 	 
	 	
                          
                            HSBC
                              BANK USA, NATIONAL ASSOCIATION

                            
                              not
                                in its individual capacity but solely as
                                Trustee

                            

                          

                        
	 
 	 
 	 
 
	 	By:  	 /s/ Susie Moy 
	 	
                          

                        
	 	
                          Name: Susie Moy

                          Title:  Vice President

                        


                

                
                   

                   

                

              

            

            
              
                
                  
                    	 	 	 
	 	
                            
                              WELLS
                                FARGO BANK, NATIONAL ASSOCIATION

                              
                                as
                                  Master Servicer and Securities
                                  Administrator

                              

                            

                          
	 
 	 
 	 
 
	 	By:  	 /s/ Jennifer Richardson
	 	
                            

                          
	 	
                            Name:  Jennifer Richardson 

                            Title:  Assistant Vice President

                          


                  

                  
                     

                  

                

              

              
                
                  
                     

                    
                      	 	
                              Acknowledged
                                and Agreed for purposes of Section 9.05:

                            
	 	 	 
	 	 	 
	 	
                              
                                DB
                                  STRUCTURED PRODUCTS, INC

                              

                            
	 
 	 
 	 
 
	 	By:  	 /s/ Joy Margolies
	 	
                              

                            
	 	
                              Name: Joy Margolies 

                              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 January 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 corporations
              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 January 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 corporations
              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 January 2006, before me, a notary public in and for
              said State,
              personally appeared _____________________ known to me to be a
              _____________________ of Saxon Mortgage Services, Inc., one of the
              entities that
              executed the within instrument, and also known to me to be the person
              who
              executed it on behalf of said entity, and acknowledged to me that such
              entity
              executed the within instrument.

             

            IN
              WITNESS WHEREOF, I have hereunto set my hand and affixed my official
              seal the
              day and year in this certificate first above written.

             

          

          
            
              	 	 
	 	
                      Notary
                        Public

                    
	 	 
	 	 
	[Notarial Seal]	My commission expires


            

             

             

          

          
            
              
                	STATE OF 	
                        )

                      
	 	) ss.:
	COUNTY OF 	
                        )

                      


              

               

            

            On
              the ___ day of January 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
              national banking associations 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 January 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
              national banking associations that executed the within instrument,
              and also
              known to me to be the person who executed it on behalf of said national
              banking
              association, and acknowledged to me that such national banking association
              executed the within instrument.

             

            IN
              WITNESS WHEREOF, I have hereunto set my hand and affixed my official
              seal the
              day and year in this certificate first above written.

             

            
              
                	 	 
	 	
                        Notary
                          Public

                      
	 	 
	 	 
	[Notarial Seal]	My commission expires


              

               

               

            

          

        

      






                                                       EXHIBIT A-1

                                     FORM OF CLASS A-[1][2A][2B][2C][2D] CERTIFICATE

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

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
          TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
          ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
          REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING A CERTIFICATE
          SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 6.02(C) OF THE POOLING AND SERVICING
          AGREEMENT.



Series 2006-ASAP1, Class A-[1][2A][2B][2C][2D]                Aggregate Certificate Principal Balance of the Class
                                                              A-[1][2A][2B][2C][2D] Certificates as of the Issue
                                                              Date:   $_____________

Pass-Through Rate: Variable                                   Denomination:  $____________

Date of Pooling and Servicing Agreement and Cut-off Date: Master Servicer: Wells Fargo Bank, N.A.
January 1, 2006

First Distribution Date: February 27, 2006                    Trustee: HSBC Bank USA, National Association

No.__                                                         Issue Date: January 30, 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-ASAP1
                                          ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial  ownership  interest in a Trust Fund (the "Trust Fund")  consisting  primarily of a pool of
conventional  one- to four-family,  fixed and  adjustable-rate  first and second lien mortgage loans (the "Mortgage
Loans") formed and sold by

                                                  ACE SECURITIES CORP.

          THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES CORP., THE MASTER
          SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
          AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
          OR INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that ________________ is the registered owner of a Percentage Interest (obtained by dividing the
denomination of this Certificate by the aggregate Certificate Principal Balance of the Class A-[1][2A][2B][2C][2D]
Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class
A-[1][2A][2B][2C][2D] Certificates in REMIC II 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, N.A. as master servicer (the "Master Servicer")
and securities administrator (the "Securities Administrator"), Saxon Mortgage Services, Inc. as servicer (the
"Servicer") and HSBC Bank USA, National Association as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such
25th day is not a Business Day, the Business Day immediately following such 25th day (a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the
Business Day immediately preceding such Distribution Date (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class
A-[1][2A][2B][2C][2D] Certificates on such Distribution Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by
the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and is the registered owner of Class
A-[1][2A][2B][2C][2D] Certificates the aggregate initial Certificate Principal Balance of which is in excess of the
lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the Class
A-[1][2A][2B][2C][2D] Certificates, or otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of
such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the
Securities Administrator for that purpose as provided in the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any
Distribution Date shall be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [_____]%, in the case of
each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the
Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust Fund is reduced to less than or equal
to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month LIBOR plus
[_____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such
Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates designated as Asset Backed Pass-Through
Certificate of the Series specified on the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face
hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage
Loans and payments received pursuant to the Swap Agreement, 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 Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer
at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the
Securities Administrator duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

         Prior to the termination of the Supplemental Interest Trust, any transferee of this Certificate shall be deemed
to make the representations in Section 6.02(c) of the Agreement.

         The Certificates are issuable in fully registered form only without coupons in Classes and denominations
representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or exchange of Certificates, but the
Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Servicer and any agent of
the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Servicer may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Trustee, the Securities Administrator, the Servicer nor any such agent shall be affected by notice to the
contrary.

         The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the
Certificateholders of all amounts held by the Securities Administrator and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in REMIC I and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans and all property acquired in respect of
such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from
REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Scheduled Principal Balance of the Mortgage Loans (and properties acquired
in respect thereof) at the time of purchase being less than or equal to 10% of the aggregate Scheduled Principal Balance
of the Mortgage Loans as of the Cut-off Date.

         The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee nor the
Securities Administrator assumes any responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.



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

Dated:
                                                             WELLS FARGO BANK, N.A.
                                                             as Securities Administrator



                                                             By:
                                                                 ------------------------------------------------------
                                                                                 Authorized Officer



                                             CERTIFICATE OF AUTHENTICATION

         This is one of the Class A-[1][2A][2B][2C][2D] Certificates referred to in the within-mentioned Agreement.

                                                             WELLS FARGO BANK, N.A.
                                                             as Securities Administrator



                                                             By:
                                                                 ------------------------------------------------------
                                                                                 Authorized Signatory



                                                     ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws or regulations:

TEN COM  -   as tenants in common             UNIF GIFT MIN ACT -       CUSTODIAN
                                                                    _____________________
                                                                       (Cust) (Minor)
                                                                     under Uniform Gifts
                                                                        to Minors Act
TEN ENT  -   as tenants by the entireties                           _____________________
                                                                           (State)
JT TEN   -   as joint tenants with right
             if survivorship and not as
             tenants in common

                        Additional abbreviations may also be used though not in the above list.

                                                       ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _____________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within Asset Backed Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Securities Administrator to issue a new Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Certificate to the following address: ________________________________
_________________________________________________________________________________________________________________________


Dated:

                                                                         ________________________________________________
                                                                         Signature by or on behalf of assignor

                                                                         ________________________________________________
                                                                         Signature Guaranteed



                                               DISTRIBUTION INSTRUCTIONS

                        The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________
________________________________________________________________________________________________________________________
for the account of _____________________________________________________________________________________________________
account number ____________________________________________________________  or, if mailed by check, to
________________________________________________________________________________________________________________________
Applicable statements should be mailed to ______________________________________________________________________________
________________________________________________________________________________________________________________________

         This information is provided by _______________________________________________________________________________
assignee named above, or _______________________________________________________________________________________________
its agent.



                                                       EXHIBIT A-2

                             FORM OF CLASS M-[1][2][3][4][5][6][7][8][9][10][11] CERTIFICATE

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

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
          TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
          ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
          REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         THIS  CERTIFICATE  IS SUBORDINATE  TO THE CLASS A  CERTIFICATES  [[,/AND] CLASS M-1  CERTIFICATES
         [,/AND] CLASS M-2  CERTIFICATES[,/AND]  CLASS M-3  CERTIFICATES  [,/AND]  CLASS M-4  CERTIFICATES
         [,/AND] CLASS M-5 CERTIFICATES]  [,/AND] CLASS M-6 CERTIFICATES]  [,/AND] CLASS M-7 CERTIFICATES]
         [,/AND] CLASS M-8 CERTIFICATES  [,/AND] CLASS M-9 CERTIFICATES  [AND] CLASS M-10  CERTIFICATES TO
         THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

         ANY  TRANSFEREE  OF THIS  CERTIFICATE  SHALL BE DEEMED TO MAKE THE  REPRESENTATIONS  SET FORTH IN
         SECTION 6.02(C) OF THE AGREEMENT REFERRED TO HEREIN.

          THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS
          HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
          ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE
          OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS
          CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
          ADMINISTRATOR NAMED HEREIN.



Series 2006-ASAP1, Class                             Aggregate Certificate Principal Balance of the
M-[1][2][3][4][5][6][7][8][9][10][11]                Class M-[1][2][3][4][5][6][7][8][9][10][11]
                                                     Certificates as of the Issue Date: $______________

Pass-Through Rate: Variable                          Denomination: $______________

Date of Pooling and Servicing Agreement              Master Servicer: Wells Fargo Bank, N.A.
and Cut-off Date: January 1, 2006

First Distribution Date: February 27, 2006           Trustee: HSBC Bank USA, National Association

No.___                                               Issue Date: January 30, 2006

                                                     CUSIP:_________________

                             ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP1
                                          ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund") consisting primarily of a pool of
conventional one- to four-family, fixed and adjustable-rate first and second lien mortgage loans (the "Mortgage Loans")
formed and sold by

                                                  ACE SECURITIES CORP.

          THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES CORP., THE MASTER
          SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
          AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
          OR INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that _____________________ is the registered owner of a Percentage Interest (obtained by
dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class
M-[1][2][3][4][5][6][7][8][9][10][11] Certificates as of the Issue Date) in that certain beneficial ownership interest
evidenced by all the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates in REMIC II 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,
N.A. as master servicer (the "Master Servicer") and securities administrator (the "Securities Administrator"), Saxon
Mortgage Services, Inc. as servicer (the "Servicer") and HSBC Bank USA, National Association as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such
25th day is not a Business Day, the Business Day immediately following such 25th day (a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the
Business Day immediately preceding such Distribution Date (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class
M-[1][2][3][4][5][6][7][8][9][10][11] Certificates on such Distribution Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by
the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and is the registered owner of Class
M-[1][2][3][4][5][6][7][8][9][10][11] Certificates the aggregate initial Certificate Principal Balance of which is in
excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal Balance of the
Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities
Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any
Distribution Date shall equal a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% , in the case of
each Distribution Date through and including the Distribution Date on which the aggregate principal balance of the
Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust Fund is reduced to less than or equal
to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month LIBOR plus [____]%,
in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for such Distribution
Date.

         This Certificate is one of a duly authorized issue of Certificates designated as Asset Backed Pass-Through
Certificate of the Series specified on the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face
hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage
Loans and payments received pursuant to the Swap Agreement, 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 Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer
at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the
Securities Administrator duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without coupons in Classes and denominations
representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

         Any transferee of this Certificate shall be deemed to make the representations set forth in Section 6.02(c) of
the Agreement.

         No service charge will be made for any such registration of transfer or exchange of Certificates, but the
Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Servicer and any agent of
the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Servicer may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Trustee, the Securities Administrator, the Servicer nor any such agent shall be affected by notice to the
contrary.

         The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the
Certificateholders of all amounts held by the Securities Administrator and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in REMIC I and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans and all property acquired in respect of
such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from
REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Scheduled Principal Balance of the Mortgage Loans (and properties acquired
in respect thereof) at the time of purchase being less than or equal to 10% of the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date.

         The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee nor the
Securities Administrator assume any responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by the Securities Administrator by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.



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

Dated:

                                                             WELLS FARGO BANK, N.A.
                                                             as Securities Administrator



                                                             By:
                                                                 ------------------------------------------------------
                                                                                 Authorized Officer



                                             CERTIFICATE OF AUTHENTICATION

         This is one of the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates referred to in the within-mentioned
Agreement.

                                                             WELLS FARGO BANK, N.A.
                                                             as Securities Administrator



                                                             By:
                                                                 ------------------------------------------------------
                                                                                 Authorized Signatory



                                                     ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws or regulations:

TEN COM  -   as tenants in common             UNIF GIFT MIN ACT -       CUSTODIAN
                                                                    _____________________
                                                                       (Cust) (Minor)
                                                                     under Uniform Gifts
                                                                        to Minors Act
TEN ENT  -   as tenants by the entireties                           _____________________
                                                                           (State)
JT TEN   -   as joint tenants with right
             if survivorship and not as
             tenants in common

                        Additional abbreviations may also be used though not in the above list.

                                                       ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _____________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within Asset Backed Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Securities Administrator to issue a new Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Certificate to the following address: ________________________________
_________________________________________________________________________________________________________________________


Dated:

                                                                         ________________________________________________
                                                                         Signature by or on behalf of assignor

                                                                         ________________________________________________
                                                                         Signature Guaranteed



                                               DISTRIBUTION INSTRUCTIONS

                        The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________
________________________________________________________________________________________________________________________
for the account of _____________________________________________________________________________________________________
account number ____________________________________________________________  or, if mailed by check, to
________________________________________________________________________________________________________________________
Applicable statements should be mailed to ______________________________________________________________________________
________________________________________________________________________________________________________________________

This information is provided by ________________________________________________________________________________________
assignee named above, or _______________________________________________________________________________________________
its agent.



                                                      EXHIBIT A-3

                                              FORM OF CLASS CE CERTIFICATE

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

          THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE CERTIFICATES TO THE
          EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

          THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
          CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
          ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND WITHIN THE UNITED STATES TO
          (A) "QUALIFIED INSTITUTIONAL BUYERS" WITHIN THE MEANING OF AND IN COMPLIANCE WITH RULE 144A UNDER
          THE ACT ("RULE 144A") OR (B) TO INSTITUTIONAL INVESTORS THAT ARE "ACCREDITED INVESTORS" WITHIN THE
          MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF "REGULATION D" UNDER THE ACT.

          NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES A
          CERTIFICATION PURSUANT TO SECTION 6.02(C) OF THE AGREEMENT.



Series 2006-ASAP1, 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:          Master Servicer: Wells Fargo Bank, N.A.
January 1, 2006

First Distribution Date: February 27, 2006                         Trustee: HSBC Bank USA, National Association

No. __                                                             Issue Date: January 30, 2006

                             ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP1
                                          ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund") consisting primarily of a pool of
conventional one- to four-family, fixed and adjustable-rate, first and second lien mortgage loans (the "Mortgage Loans")
formed and sold by

                                                  ACE SECURITIES CORP.

          THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES CORP., THE MASTER
          SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
          AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
          OR INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that ________________ is the registered owner of a Percentage Interest (obtained by dividing the
denomination of this Certificate by the aggregate Certificate Principal Balance of the Class CE Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the Class CE Certificates in REMIC II 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, N.A. as master servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), Saxon Mortgage Services, Inc. as servicer (the "Servicer") and HSBC Bank USA, National Association as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

         Interest on this Certificate will accrue during the month prior to the month in which a Distribution Date (as
hereinafter defined) occurs on the Notional Amount (as defined in the Agreement) hereof at a per annum rate equal to the
Pass-Through Rate as set forth in the Agreement. Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following such 25th
day (a "Distribution Date"), commencing on the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the calendar month immediately preceding the month in which the
related Distribution Date occurs (the "Record Date"), in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to the Holders of Class CE Certificates on such
Distribution Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by
the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and is the registered owner of Class CE Certificates the
aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds
of the aggregate initial Certificate Principal Balance of the Class CE Certificates, or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the
Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Securities Administrator for that purpose as provided in the
Agreement.

         This Certificate is one of a duly authorized issue of Certificates designated as Asset Backed Pass-Through
Certificate of the Series specified on the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face
hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof.

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

         The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of
the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the
Servicer and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer,
the Trustee, the Securities Administrator and the Servicer with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer
at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the
Securities Administrator duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

         No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification
under applicable state securities laws, or is made in a transaction that does not require such registration or
qualification. In the event that such a transfer of this Certificate is to be made without registration or
qualification, the Securities Administrator shall require receipt of (i) if such transfer is purportedly being made in
reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect
the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as
Exhibit B-1, (ii) if such transfer is purportedly being made in reliance upon Rule 501(a) under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the transfer and from such Holder's prospective
transferee, substantially in the form attached to the Agreement as Exhibit B-2 and (iii) in all other cases, an Opinion
of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer or the
Securities Administrator in their respective capacities as such), together with copies of the written certification(s)
of the Holder of the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which
such Opinion of Counsel is based. None of the Depositor, the Trustee or the Securities Administrator is obligated to
register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities
law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Depositor, the Master Servicer and the Securities Administrator against any liability that
may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

         No transfer of this Certificate shall be made except in accordance with Section 6.02(c) of the Agreement.

         The Certificates are issuable in fully registered form only without coupons in Classes and denominations
representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange of Certificates, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Servicer and any agent of
the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Servicer may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Trustee, the Securities Administrator, the Servicer nor any such agent shall be affected by notice to the
contrary.

         The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the
Certificateholders of all amounts held by the Securities Administrator and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in REMIC I and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans and all property acquired in respect of
such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from
REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Scheduled Principal Balance of the Mortgage Loans (and properties acquired
in respect thereof) at the time of purchase being less than or equal to 10% of the aggregate Scheduled Principal Balance
of the Mortgage Loans as of the Cut-off Date.

         The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee nor the
Securities Administrator assume any responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.



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

Dated:
                                                             WELLS FARGO BANK, N.A.
                                                             as Securities Administrator



                                                             By:
                                                                 ------------------------------------------------------
                                                                                 Authorized Officer



                                             CERTIFICATE OF AUTHENTICATION

                  This is one of the Class CE Certificates referred to in the within-mentioned Agreement.

                                                             WELLS FARGO BANK, N.A.
                                                             as Securities Administrator



                                                             By:
                                                                 ------------------------------------------------------
                                                                                 Authorized Officer



                                                      ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws or regulations:

TEN COM  -   as tenants in common             UNIF GIFT MIN ACT -       CUSTODIAN
                                                                    _____________________
                                                                       (Cust) (Minor)
                                                                     under Uniform Gifts
                                                                        to Minors Act
TEN ENT  -   as tenants by the entireties                           _____________________
                                                                           (State)
JT TEN   -   as joint tenants with right
             if survivorship and not as
             tenants in common

                        Additional abbreviations may also be used though not in the above list.

                                                       ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _____________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within Asset Backed Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Securities Administrator to issue a new Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Certificate to the following address: ________________________________
_________________________________________________________________________________________________________________________


Dated:

                                                                         ________________________________________________
                                                                         Signature by or on behalf of assignor

                                                                         ________________________________________________
                                                                         Signature Guaranteed



                                               DISTRIBUTION INSTRUCTIONS

                        The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________
________________________________________________________________________________________________________________________
for the account of _____________________________________________________________________________________________________
account number ____________________________________________________________  or, if mailed by check, to
________________________________________________________________________________________________________________________
Applicable statements should be mailed to ______________________________________________________________________________
________________________________________________________________________________________________________________________

         This information is provided by _______________________________________________________________________________
assignee named above, or _______________________________________________________________________________________________
its agent.



                                                       EXHIBIT A-4

                                               FORM OF CLASS P CERTIFICATE

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

          THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
          CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
          ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND WITHIN THE UNITED STATES TO
          (A) "QUALIFIED INSTITUTIONAL BUYERS" WITHIN THE MEANING OF AND IN COMPLIANCE WITH RULE 144A UNDER
          THE ACT ("RULE 144A") OR (B) TO INSTITUTIONAL INVESTORS THAT ARE "ACCREDITED INVESTORS" WITHIN THE
          MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF "REGULATION D" UNDER THE ACT.

          NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES A
          CERTIFICATION PURSUANT TO SECTION 6.02(C) OF THE AGREEMENT.



Series 2006-ASAP1, 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:        Denomination: $100.00
January 1, 2006

First Distribution Date: February 27, 2006                       Master Servicer: Wells Fargo Bank, N.A.

No. __                                                           Trustee: HSBC Bank USA, National Association

                                                                 Issue Date: January 30, 2006

                             ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP1
                                         ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund") consisting primarily of a pool of
conventional one- to four-family, fixed and adjustable-rate, first and second lien mortgage loans (the "Mortgage Loans")
formed and sold by

                                                  ACE SECURITIES CORP.

         THIS  CERTIFICATE  DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES  CORP.,  THE
         MASTER  SERVICER,  THE  SECURITIES  ADMINISTRATOR,  THE  SERVICER,  THE  TRUSTEE  OR ANY OF THEIR
         RESPECTIVE   AFFILIATES.  NEITHER  THIS  CERTIFICATE  NOR  THE  UNDERLYING  MORTGAGE  LOANS  ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that____________________ is the registered owner of a Percentage Interest (obtained by dividing
the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class P Certificates as of
the Issue Date) in that certain beneficial ownership interest evidenced by all the Class P Certificates in REMIC II
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, N.A. as master servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), Saxon Mortgage Services, Inc. as servicer (the "Servicer") and HSBC Bank USA, National Association as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such
25th day is not a Business Day, the Business Day immediately following such 25th day (a "Distribution Date"), commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the last
Business Day of the calendar month immediately preceding the month in which the related Distribution Date occurs (the
"Record Date"), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to the Holders of Class P Certificates on such Distribution Date pursuant to the
Agreement.

         All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by
the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and is the registered owner of Class P Certificates the
aggregate initial Certificate Principal Balance of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds
of the aggregate initial Certificate Principal Balance of the Class P Certificates, or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the
Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Securities Administrator for that purpose as provided in the
Agreement.

         This Certificate is one of a duly authorized issue of Certificates designated as Asset Backed Pass-Through
Certificate of the Series specified on the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face
hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof.

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

         The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of
the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the
Servicer and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer,
the Trustee, the Securities Administrator and the Servicer with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer
at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the
Securities Administrator duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

         No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification
under applicable state securities laws, or is made in a transaction that does not require such registration or
qualification. In the event that such a transfer of this Certificate is to be made without registration or
qualification, the Securities Administrator shall require receipt of (i) if such transfer is purportedly being made in
reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect
the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as
Exhibit B-1, (ii) if such transfer is purportedly being made in reliance upon Rule 501(a) under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the transfer and from such Holder's prospective
transferee, substantially in the form attached to the Agreement as Exhibit B-2 and (iii) in all other cases, an Opinion
of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer or the
Securities Administrator in their respective capacities as such), together with copies of the written certification(s)
of the Holder of the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which
such Opinion of Counsel is based. None of the Depositor, the Trustee or the Securities Administrator is obligated to
register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities
law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Depositor, the Master Servicer and the Securities Administrator against any liability that
may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

         No transfer of this Certificate shall be made except in accordance with Section 6.02(c) of the Agreement.

         The Certificates are issuable in fully registered form only without coupons in Classes and denominations
representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange of Certificates, but the Securities
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Servicer and any agent of
the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Servicer may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Trustee, the Securities Administrator, the Servicer nor any such agent shall be affected by notice to the
contrary.

         The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the
Certificateholders of all amounts held by the Securities Administrator and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in REMIC I and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans and all property acquired in respect of
such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from
REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Scheduled Principal Balance of the Mortgage Loans (and properties acquired
in respect thereof) at the time of purchase being less than or equal to 10% of the aggregate Scheduled Principal Balance
of the Mortgage Loans as of the Cut-off Date.

         The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee nor the
Securities Administrator assume any responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.



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

Dated:
                                                             WELLS FARGO BANK, N.A.
                                                             as Securities Administrator



                                                             By:
                                                                 ------------------------------------------------------
                                                                                 Authorized Officer



                                             CERTIFICATE OF AUTHENTICATION

         This is one of the Class P Certificates referred to in the within-mentioned Agreement.

                                                             WELLS FARGO BANK, N.A.
                                                             as Securities Administrator



                                                             By:
                                                                 ------------------------------------------------------
                                                                                 Authorized Officer



                                                      ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws or regulations:

TEN COM  -   as tenants in common             UNIF GIFT MIN ACT -       CUSTODIAN
                                                                    _____________________
                                                                       (Cust) (Minor)
                                                                     under Uniform Gifts
                                                                        to Minors Act
TEN ENT  -   as tenants by the entireties                           _____________________
                                                                           (State)
JT TEN   -   as joint tenants with right
             if survivorship and not as
             tenants in common

                        Additional abbreviations may also be used though not in the above list.

                                                       ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _____________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within Asset Backed Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Securities Administrator to issue a new Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Certificate to the following address: ________________________________
_________________________________________________________________________________________________________________________


Dated:

                                                                         ________________________________________________
                                                                         Signature by or on behalf of assignor

                                                                         ________________________________________________
                                                                         Signature Guaranteed



                                               DISTRIBUTION INSTRUCTIONS

                        The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________
________________________________________________________________________________________________________________________
for the account of _____________________________________________________________________________________________________
account number ____________________________________________________________  or, if mailed by check, to
________________________________________________________________________________________________________________________
Applicable statements should be mailed to ______________________________________________________________________________
________________________________________________________________________________________________________________________

         This information is provided by _______________________________________________________________________________
assignee named above, or _______________________________________________________________________________________________
its agent.



                                                       EXHIBIT A-5

                                               FORM OF CLASS R CERTIFICATE

          THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

          SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE SOLE "RESIDUAL
          INTEREST" IN EACH "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC"), AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").

          ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH
          THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT REFERRED TO HEREIN.

          THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
          REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT
          FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
          WITH THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT.

          NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT
          TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED
          EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED IN SECTION 6.02(C) OF THE AGREEMENT.

          ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
          TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE SECURITIES ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT
          (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
          FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
          FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT
          IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE
          TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF
          THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE
          REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B)
          NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH
          TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
          PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
          SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
          DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
          WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
          INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
          CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
          PARAGRAPH AND THE PROVISIONS OF SECTION 6.02(D) OF THE AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT
          IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
          CERTIFICATE.



Series 2006-ASAP1, Class R                                       Aggregate Percentage Interest of the Class R
                                                                 Certificates as of the Issue Date: 100.00%

Date of Pooling and Servicing Agreement                          Master Servicer: Wells Fargo Bank, N.A.
and Cut-off Date: January 1, 2006

First Distribution Date: February 27, 2006                       Trustee: HSBC Bank USA, National Association

No __                                                            Issue Date: January 30, 2006

                             ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP1
                                          ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund") consisting primarily of a pool of
conventional one- to four-family, fixed and adjustable-rate first and second lien mortgage loans (the "Mortgage Loans")
formed and sold by

                                                  ACE SECURITIES CORP.

          THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES CORP., THE MASTER
          SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
          AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
          OR INSTRUMENTALITY OF THE UNITED STATES.


         This certifies that _______________ is the registered owner of a Percentage Interest (obtained by dividing the
denomination of this Certificate by the aggregate Certificate Principal Balance of the Class R Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the Class R Certificates in REMIC II 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, N.A. as master servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), Saxon Mortgage Services, Inc. as servicer (the "Servicer") and HSBC Bank USA, National Association as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent
not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such
25th day is not a Business Day, the Business Day immediately following (a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an
amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of Class R Certificates on such Distribution Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by
the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and is the registered owner of Class R Certificates, or
otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address
shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

         This Certificate is one of a duly authorized issue of Certificates designated as Asset Backed Pass-Through
Certificate of the Series specified on the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face
hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof.

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

         The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of
the rights and obligations of the Depositor, the Master Servicer, the Trustee, the Securities Administrator, the
Servicer and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer,
the Trustee, the Securities Administrator and the Servicer with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer
at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the
Securities Administrator duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without coupons in Classes and denominations
representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification
under applicable state securities laws, or is made in a transaction that does not require such registration or
qualification. In the event that such a transfer of this Certificate is to be made without registration or
qualification, the Securities Administrator shall require receipt of (i) if such transfer is purportedly being made in
reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect
the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as
Exhibit B-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made
without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Trustee, the Master Servicer or the Securities Administrator in their respective capacities as such),
together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer
and/or such Holder's prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the
Trustee or the Securities Administrator is obligated to register or qualify the Class of Certificates specified on the
face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Master Servicer and
the Securities Administrator against any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         No transfer of this Certificate shall be made except in accordance with Section 6.02 of the Agreement.

         Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee
shall provide to the Securities Administrator (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization,
and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as representing the
beneficial ownership of the residual interests in each of REMIC I and REMIC II, (B) it will include in its income a PRO
RATA share of the net income of the Trust Fund and that such income may be an "excess inclusion," as defined in the
Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it
expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class
R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition
of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a
Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such
Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of
distributions in respect of this Certificate.

         The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions
of Section 6.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will
not cause any portion of the Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon any REMIC.

         No service charge will be made for any such registration of transfer or exchange of Certificates, but the
Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the Securities Administrator, the Servicer and any agent of
the Depositor, the Master Servicer, the Trustee, the Securities Administrator or the Servicer may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Trustee, the Securities Administrator, the Servicer nor any such agent shall be affected by notice to the
contrary.

         The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the
Certificateholders of all amounts held by the Securities Administrator and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan remaining in REMIC I and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans and all property acquired in respect of
such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from
REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as
provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Scheduled Principal Balance of the Mortgage Loans (and properties acquired
in respect thereof) at the time of purchase being less than or equal to 10% of the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date.

         The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee nor the
Securities Administrator assume any responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by the Securities Administrator, by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.



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

Dated:
                                                             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-ASAP1

                 Re:      ACE  Securities Corp. Home Equity Loan Trust, Series  2006-ASAP1  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 January 1, 2006, among ACE Securities Corp. as Depositor, Wells Fargo Bank,
N.A. as Master Servicer and Securities Administrator, Saxon Mortgage Services, Inc. as Servicer, and HSBC Bank USA,
National Association as trustee (the "Pooling and Servicing Agreement"), pursuant to which Pooling and Servicing
Agreement the Certificates were issued.



         Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Pooling and
Servicing Agreement.

                                                      Very truly yours,

                                                      [Transferor]


                                                      By:
                                                          -------------------------------------------------------
                                                          Name:
                                                          Title:



                                        FORM OF TRANSFEREE REPRESENTATION LETTER

                                                                       [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust ACE 2006-ASAP1

              Re:       ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP1
                        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. ss. 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 Trustee to the effect
         that the purchase of Certificates is permissible under applicable law, will not constitute or result in any
         non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Trust Fund,
         the Trustee, the Depositor, the Master Servicer, the Securities Administrator or the Servicer to any obligation
         or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to
         those undertaken in the Pooling and Servicing Agreement.


         In addition, the Transferee hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Trustee, the Securities Administrator, the Master Servicer and the Servicer that the Transferee will not transfer
such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in paragraph 3
above.

         All capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in
the Pooling and Servicing Agreement, dated as of January 1, 2006, among ACE Securities Corp. as Depositor, Wells Fargo
Bank, N.A. as Master Servicer and Securities Administrator, Saxon Mortgage Services, Inc. as Servicer and HSBC Bank USA,
National Association as Trustee, pursuant to which the Certificates were issued.

                                                      [TRANSFEREE]


                                                      By:
                                                          -------------------------------------------------------
                                                          Name:
                                                          Title:



                                                                                                  ANNEX 1 TO EXHIBIT B-1

                                QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                              [For Transferees Other Than Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor] (the "Transferor") and Wells Fargo Bank,
N.A., as Securities Administrator, with respect to the asset backed pass-through certificates (the "Certificates")
described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or
other executive officer of the entity purchasing the Certificates (the "Transferee").

         2. In connection with purchases by the Transferee, the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Transferee owned and/or
invested on a discretionary basis $________________(1) in securities (except for the excluded securities referred to
below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule
144A) and (ii) the Transferee satisfies the criteria in the category marked below.

         ___      CORPORATION, ETC. The Transferee is a corporation (other than a bank, savings and loan association or
                  similar institution), Massachusetts or similar business trust, partnership, or any organization
                  described in Section 501(c)(3) of the Internal Revenue Code of 1986.

         ___      BANK. The Transferee (a) is a national bank or banking institution organized under the laws of any
                  State, territory or the District of Columbia, the business of which is substantially confined to
                  banking and is supervised by the State or territorial banking commission or similar official or is a
                  foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as
                  demonstrated in its latest annual financial statements, A COPY OF WHICH IS ATTACHED HERETO.

         ___      SAVINGS AND LOAN. The Transferee (a) is a savings and loan association, building and loan association,
                  cooperative bank, homestead association or similar institution, which is supervised and examined by a
                  State or Federal authority having supervision over any such institutions or is a foreign savings and
                  loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as
                  demonstrated in its latest annual financial statements, A COPY OF WHICH IS ATTACHED HERETO.


(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.



         ___      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.

         ___      INVESTMENT ADVISOR The Transferee is an investment advisor registered under the Investment Advisers
                  Act of 1940.


         3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities of issuers that are affiliated with the
Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes
and certificates of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to
a repurchase agreement and (viii) currency, interest rate and commodity swaps.

         4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary
basis by the Transferee, the Transferee used the cost of such securities to the Transferee and did not include any of
the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Transferee may
have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with
the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if
the investments of such subsidiaries are managed under the Transferee's direction. However, such securities were not
included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not
itself a reporting company under the Securities Exchange Act of 1934.

         5. The Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other
parties related to the Certificates are relying and will continue to rely on the statements made herein because one or
more sales to the Transferee may be in reliance on Rule 144A.

         ___          ___          Will the Transferee be purchasing the Certificates
         Yes           No          only for the Transferee's own account?

         6. If the answer to the foregoing question is "no", the Transferee agrees that, in connection with any purchase
of securities sold to the Transferee for the account of a third party (including any separate account) in reliance on
Rule 144A, the Transferee will only purchase for the account of a third party that at the time is a "qualified
institutional buyer" within the meaning of Rule 144A. In addition, the Transferee agrees that the Transferee will not
purchase securities for a third party unless the Transferee has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets
the definition of "qualified institutional buyer" set forth in Rule 144A.

         7. The Transferee will notify each of the parties to which this certification is made of any changes in the
information and conclusions herein. Until such notice is given, the Transferee's purchase of the Certificates will
constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a
bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties updated annual
financial statements promptly after they become available.

Dated:
                                                      -----------------------------------------------------------
                                                      Print Name of Transferee


                                                      By:
                                                          -------------------------------------------------------
                                                          Name:
                                                          Title:



                                                                                                  ANNEX 2 TO EXHIBIT B-1

                             QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                            [For Transferees That Are Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor] (the "Transferor") and Wells Fargo Bank,
N.A., as Securities Administrator, with respect to the asset backed pass-through certificates (the "Certificates")
described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of
the entity purchasing the Certificates (the "Transferee") or, if the Transferee is a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because the Transferee is part of a
Family of Investment Companies (as defined below), is such an officer of the investment adviser (the "Adviser").

         2. In connection with purchases by the Transferee, the Transferee is a "qualified institutional buyer" as
defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Transferee alone, or the Transferee's Family of Investment Companies, owned at least
$100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee's
Family of Investment Companies, the cost of such securities was used.

         ___      The Transferee owned $________________________ in securities (other than the excluded securities
                  referred to below) as of the end of the Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

         ___      The Transferee is part of a Family of Investment Companies which owned in the aggregate
                  $_______________ in securities (other than the excluded securities referred to below) as of the end of
                  the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A).

         3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or more registered investment companies
(or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being
majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the
other).

         4. The term "SECURITIES" as used herein does not include (i) securities of issuers that are affiliated with the
Transferee or are part of the Transferee's Family of Investment Companies, (ii) securities issued or guaranteed by the
U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.

         5. The Transferee is familiar with Rule 144A and understands that the parties to which this certification is
being made are relying and will continue to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A. In addition, the Transferee will only purchase for the Transferee's own
account.

         6. The undersigned will notify the parties to which this certification is made of any changes in the
information and conclusions herein. Until such notice, the Transferee's purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such purchase.

Dated:
                                                      -----------------------------------------------------------
                                                      Print Name of Transferee or Advisor


                                                      By:
                                                          -------------------------------------------------------
                                                          Name:
                                                          Title:

                                                      IF AN ADVISER:



                                                      -----------------------------------------------------------
                                                      Print Name of Transferee



                                        FORM OF TRANSFEREE REPRESENTATION LETTER

                  The undersigned hereby certifies on behalf of the purchaser named below (the "Purchaser") as follows:

                  1. I am an executive officer of the Purchaser.

                  2. The Purchaser is a "qualified institutional buyer", as defined in Rule 144A, ("Rule 144A") under
         the Securities Act of 1933, as amended.

                  3. As of the date specified below (which is not earlier than the last day of the Purchaser's most
         recent fiscal year), the amount of "securities", computed for purposes of Rule 144A, owned and invested on a
         discretionary basis by the Purchaser was in excess of $100,000,000.

Name of Purchaser
                  ----------------------------------------------------------------------------------------------------

By: (Signature)
                ------------------------------------------------------------------------------------------------------

Name of Signatory
                  ----------------------------------------------------------------------------------------------------

Title
      ----------------------------------------------------------------------------------------------------------------

Date of this certificate
                         ---------------------------------------------------------------------------------------------

Date of information provided in paragraph 3
                                            --------------------------------------------------------------------------



                                                       EXHIBIT B-2

                                        FORM OF TRANSFEROR REPRESENTATION LETTER

                                                              ____________, 20__

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust ACE 2006-ASAP1

               Re:      ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP1
                        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-ASAP1

               Re:      ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP1
                        Asset Backed Pass-Through Certificates,
                        Class CE, Class P and Class R Certificates
                        --------------------------------------------------------------

Ladies and Gentlemen:

         In connection with the transfer by ______________________ (the "Transferor") to __________________________ (the
"Transferee") of the captioned mortgage pass-through certificates (the "Certificates"), the Transferee hereby certifies
as follows:

                  1. The Transferee understands that (a) the Certificates have not been and will not be registered or
         qualified under the Securities Act of 1933, as amended (the "Act") or any state securities law, (b) the
         Depositor is not required to so register or qualify the Certificates, (c) the Certificates may be resold only
         if registered and qualified pursuant to the provisions of the Act or any state securities law, or if an
         exemption from such registration and qualification is available, (d) the Pooling and Servicing Agreement
         contains restrictions regarding the transfer of the Certificates and (e) the Certificates will bear a legend to
         the foregoing effect.

                  2. The Transferee is acquiring the Certificates for its own account for investment only and not with a
         view to or for sale in connection with any distribution thereof in any manner that would violate the Act or any
         applicable state securities laws.

                  3. The Transferee is (a) a substantial, sophisticated institutional investor having such knowledge and
         experience in financial and business matters, and, in particular, in such matters related to securities similar
         to the Certificates, such that it is capable of evaluating the merits and risks of investment in the
         Certificates, (b) able to bear the economic risks of such an investment and (c) an "accredited investor" within
         the meaning of Rule 501(a) promulgated pursuant to the Act.

                  4. The Transferee has been furnished with, and has had an opportunity to review (a) a copy of the
         Pooling and Servicing Agreement and (b) such other information concerning the Certificates, the Mortgage Loans
         and the Depositor as has been requested by the Transferee from the Depositor or the Transferor and is relevant
         to the Transferee's decision to purchase the Certificates. The Transferee has had any questions arising from
         such review answered by the Depositor or the Transferor to the satisfaction of the Transferee.

                  5. The Transferee has not and will not nor has it authorized or will it authorize any person to (a)
         offer, pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any Certificate or any
         other similar security to any person in any manner, (b) solicit any offer to buy or to accept a pledge,
         disposition of other transfer of any Certificate, any interest in any Certificate or any other similar security
         from any person in any manner, (c) otherwise approach or negotiate with respect to any Certificate, any
         interest in any Certificate or any other similar security with any person in any manner, (d) make any general
         solicitation by means of general advertising or in any other manner or (e) take any other action, that (as to
         any of (a) through (e) above) would constitute a distribution of any Certificate under the Act, that would
         render the disposition of any Certificate a violation of Section 5 of the 1933 Act or any state securities law,
         or that would require registration or qualification pursuant thereto. The Transferee will not sell or otherwise
         transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing
         Agreement.

                  6. The Transferee: (a) is not an employee benefit plan or other plan subject to the prohibited
         transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section
         4975 of the Internal Revenue Code of 1986, as amended (the "Code") (each, a "Plan"), or any other person
         (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly,
         on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department
         of Labor ("DOL") regulation at 29 C.F.R. ss. 2510.3-101 or (b) has provided the Trustee 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 Trustee to the effect that the purchase
         of Certificates is permissible under applicable law, will not constitute or result in any non-exempt prohibited
         transaction under ERISA or Section 4975 of the Code and will not subject the Trust Fund, the Trustee, the
         Master Servicer, the Securities Administrator, the Depositor or the Servicer to any obligation or liability
         (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken
         in the Pooling and Servicing Agreement.

         In addition, the Transferee hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Trustee, the Securities Administrator, the Master Servicer and the Servicer that the Transferee will not transfer
such Certificates to any Plan or person unless such Plan or person meets the requirements set forth in paragraph 6
above.

                                              Very truly yours,

                                                      By:
                                                          -------------------------------------------------------
                                                      Name:
                                                      Title:



                                                      EXHIBIT B-3

                                            TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF NEW YORK      )
                       )  ss.:
COUNTY OF NEW YORK     )

         ___________________________ being duly sworn, deposes, represents and warrants as follows:

         1.       I am a _____________________ of _______________________________ (the "Owner") a corporation duly
                  organized and existing under the laws of _________________________, the record owner of ACE Securities
                  Corp. Home Equity Loan Trust, Series 2006-ASAP1 Asset Backed Pass-Through Certificates, Class R
                  Certificates (the "Class R Certificates"), on behalf of whom I make this affidavit and agreement.
                  Capitalized terms used but not defined herein have the respective meanings assigned thereto in the
                  Pooling and Servicing Agreement pursuant to which the Class R Certificates were issued.

         2.       The Owner (i) is and will be a "Permitted Transferee" as of ____________________. ____ and (ii) is
                  acquiring the Class R Certificates for its own account or for the account of another Owner from which
                  it has received an affidavit in substantially the same form as this affidavit. A "Permitted
                  Transferee" is any person other than a "disqualified organization" or a possession of the United
                  States. For this purpose, a "disqualified organization" means the United States, any state or
                  political subdivision thereof, any agency or instrumentality of any of the foregoing (other than an
                  instrumentality all of the activities of which are subject to tax and, except for the Federal Home
                  Loan Mortgage Corporation, a majority of whose board of directors is not selected by any such
                  governmental entity) or any foreign government, international organization or any agency or
                  instrumentality of such foreign government or organization, any real electric or telephone
                  cooperative, or any organization (other than certain farmers' cooperatives) that is generally exempt
                  from federal income tax unless such organization is subject to the tax on unrelated business taxable
                  income.

         3.       The Owner is aware (i) of the tax that would be imposed on transfers of the Class R Certificates to
                  disqualified organizations under the Internal Revenue Code of 1986 that applies to all transfers of
                  the Class R Certificates after April 31, 1988; (ii) that such tax would be on the transferor or, if
                  such transfer is through an agent (which person includes a broker, nominee or middleman) for a
                  non-Permitted Transferee, on the agent; (iii) that the person otherwise liable for the tax shall be
                  relieved of liability for the tax if the transferee furnishes to such person an affidavit that the
                  transferee is a Permitted Transferee and, at the time of transfer, such person does not have actual
                  knowledge that the affidavit is false; and (iv) that each of the Class R Certificates may be a
                  "noneconomic residual interest" within the meaning of proposed Treasury regulations promulgated under
                  the Code and that the transferor of a "noneconomic residual interest" will remain liable for any taxes
                  due with respect to the income on such residual interest, unless no significant purpose of the
                  transfer is to impede the assessment or collection of tax.

         4.       The Owner is aware of the tax imposed on a "pass-through entity" holding the Class R Certificates if,
                  at any time during the taxable year of the pass-through entity, a non-Permitted Transferee is the
                  record holder of an interest in such entity. (For this purpose, a "pass-through entity" includes a
                  regulated investment company, a real estate investment trust or common trust fund, a partnership,
                  trust or estate, and certain cooperatives.)

         5.       The Owner is aware that the Securities Administrator will not register the transfer of any Class R
                  Certificate unless the transferee, or the transferee's agent, delivers to the Securities
                  Administrator, among other things, an affidavit in substantially the same form as this affidavit. The
                  Owner expressly agrees that it will not consummate any such transfer if it knows or believes that any
                  of the representations contained in such affidavit and agreement are false.

         6.       The Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon
                  advice of counsel to constitute a reasonable arrangement to ensure that the Class R Certificates will
                  only be owned, directly or indirectly, by an Owner that is a Permitted Transferee.

         7.       The Owner's taxpayer identification number is ________________.

         8.       The Owner has reviewed the restrictions set forth on the face of the Class R Certificates and the
                  provisions of Section 6.02(d) of the Pooling and Servicing Agreement under which the Class R
                  Certificates were issued (in particular, clauses (iii)(A) and (iii)(B) of Section 6.02(d) which
                  authorize the Securities Administrator to deliver payments to a person other than the Owner and
                  negotiate a mandatory sale by the Securities Administrator in the event that the Owner holds such
                  Certificate in violation of Section 6.02(d)); and that the Owner expressly agrees to be bound by and
                  to comply with such restrictions and provisions.

         9.       The Owner is not acquiring and will not transfer the Class R Certificates in order to impede the
                  assessment or collection of any tax.

         10.      The Owner anticipates that it will, so long as it holds the Class R Certificates, have sufficient
                  assets to pay any taxes owed by the holder of such Class R Certificates, and hereby represents to and
                  for the benefit of the person from whom it acquired the Class R Certificates that the Owner intends to
                  pay taxes associated with holding such Class R Certificates as they become due, fully understanding
                  that it may incur tax liabilities in excess of any cash flows generated by the Class R Certificates.

         11.      The Owner has no present knowledge that it may become insolvent or subject to a bankruptcy proceeding
                  for so long as it holds the Class R Certificates.

         12.      The Owner has no present knowledge or expectation that it will be unable to pay any United States
                  taxes owed by it so long as any of the Certificates remain outstanding.

         13.      The Owner is not acquiring the Class R Certificates with the intent to transfer the Class R
                  Certificates to any person or entity that will not have sufficient assets to pay any taxes owed by the
                  holder of such Class R Certificates, or that may become insolvent or subject to a bankruptcy
                  proceeding, for so long as the Class R Certificates remain outstanding.

         14.      The Owner will, in connection with any transfer that it makes of the Class R Certificates, obtain from
                  its transferee the representations required by Section 6.02(d) of the Pooling and Servicing Agreement
                  under which the Class R Certificate were issued and will not consummate any such transfer if it knows,
                  or knows facts that should lead it to believe, that any such representations are false.

         15.      The Owner will, in connection with any transfer that it makes of the Class R Certificates, deliver to
                  the Securities Administrator an affidavit, which represents and warrants that it is not transferring
                  the Class R Certificates to impede the assessment or collection of any tax and that it has no actual
                  knowledge that the proposed transferee: (i) has insufficient assets to pay any taxes owed by such
                  transferee as holder of the Class R Certificates; (ii) may become insolvent or subject to a bankruptcy
                  proceeding for so long as the Class R Certificates remains outstanding; and (iii) is not a "Permitted
                  Transferee".

         16.      The Owner is a citizen or resident of the United States, a corporation, partnership or other entity
                  created or organized in, or under the laws of, the United States or any political subdivision thereof,
                  or an estate or trust whose income from sources without the United States may be included in gross
                  income for United States federal income tax purposes regardless of its connection with the conduct of
                  a trade or business within the United States.

         17.      The Owner of the Class R Certificate, hereby agrees that in the event that the Trust Fund created by
                  the Pooling and Servicing Agreement is terminated pursuant to Section 10.01 thereof, the undersigned
                  shall assign and transfer to the Holders of the Class CE and the Class P Certificates any amounts in
                  excess of par received in connection with such termination. Accordingly, in the event of such
                  termination, the Securities Administrator is hereby authorized to withhold any such amounts in excess
                  of par and to pay such amounts directly to the Holders of the Class CE and the Class P Certificates.
                  This agreement shall bind and be enforceable against any successor, transferee or assigned of the
                  undersigned in the Class R Certificate. In connection with any transfer of the Class R Certificate,
                  the Owner shall obtain an agreement substantially similar to this clause from any subsequent owner.



         IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the
authority of its Board of Directors, by its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
_________________, ____.

                                                      [OWNER]


                                                      By:
                                                          -------------------------------------------------------
                                                          Name:
                                                          Title: [Vice] President


ATTEST:

By:
    --------------------------------------
    Name:
    Title: [Assistant] Secretary


         Personally appeared before me the above-named __________________, known or proved to me to be the same person
who executed the foregoing instrument and to be a [Vice] President of the Owner, and acknowledged to me that [he/she]
executed the same as [his/her] free act and deed and the free act and deed of the Owner.

         Subscribed and sworn before me this ______________ day of __________, ____.


                                                                       ________________________________________________
                                                                       Notary Public

                                                                       County of ______________________________________
                                                                       State of _______________________________________

                                                                       My Commission expires:




                                              FORM OF TRANSFEROR AFFIDAVIT

STATE OF NEW YORK      )
                       ) ss.:
COUNTY OF NEW YORK     )

         _________________________, being duly sworn, deposes, represents and warrants as follows:

         1. I am a ____________________ of _________________________ (the "Owner"), a corporation duly organized and
existing under the laws of _____________, on behalf of whom I make this affidavit.

         2. The Owner is not transferring the Class R Certificates (the "Residual Certificates") to impede the
assessment or collection of any tax.

         3. The Owner has no actual knowledge that the Person that is the proposed transferee (the "Purchaser") of the
Residual Certificates: (i) has insufficient assets to pay any taxes owed by such proposed transferee as holder of the
Residual Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding for so long as the Residual
Certificates remain outstanding and (iii) is not a Permitted Transferee.

         4. The Owner understands that the Purchaser has delivered to the Trustee or a transfer affidavit and agreement
in the form attached to the Pooling and Servicing Agreement as Exhibit B-2. The Owner does not know or believe that any
representation contained therein is false.

         5. At the time of transfer, the Owner has conducted a reasonable investigation of the financial condition of
the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation,
the Owner has determined that the Purchaser has historically paid its debts as they became due and has found no
significant evidence to indicate that the Purchaser will not continue to pay its debts as they become due in the future.
The Owner understands that the transfer of a Residual Certificate may not be respected for United States income tax
purposes (and the Owner may continue to be liable for United States income taxes associated therewith) unless the Owner
has conducted such an investigation.

         6. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Pooling and
Servicing Agreement.



         IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the
authority of its Board of Directors, by its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
________________, ____.

                                                      [OWNER]


                                                      By:
                                                          ------------------------------------------------------
                                                          Name:
                                                          Title: [Vice] President


ATTEST:


By:
    --------------------------------------------
    Name:
    Title: [Assistant] Secretary


         Personally appeared before me the above-named _________________, known or proved to me to be the same person
who executed the foregoing instrument and to be a [Vice] President of the Owner, and acknowledged to me that [he/she]
executed the same as [his/her] free act and deed and the free act and deed of the Owner.

         Subscribed and sworn before me this ______ day of _____________, ____.



                                                                       ________________________________________________
                                                                       Notary Public

                                                                       County of ______________________________________
                                                                       State of _______________________________________

                                                                       My Commission expires:



                                                       EXHIBIT C

                                                 BACK-UP CERTIFICATION

Re:  __________ (the "Trust")

     MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-ASAP1

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 January 1, 2006, among ACE Securities Corp., Saxon Mortgage Services, Inc.,
Wells Fargo Bank, National Association and HSBC Bank USA, National Association.



Date:
      -----------------------------------------------


-----------------------------------------------------
[Signature]


-----------------------------------------------------
[Title]



                                                       EXHIBIT D

                                               FORM OF POWER OF ATTORNEY

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
Saxon Mortgage Services, Inc.
4708 Mercantile Drive
Fort Worth, Texas 76137

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, Saxon Mortgage Services, Inc.
as the Servicer (the "Servicer") and the Trustee, dated as of January 1, 2006 (the "Pooling and Servicing Agreement"),
hereby constitutes and appoints the Servicer, by and through the Servicer's officers, the Trustee's true and lawful
Attorney-in-Fact, in the Trustee's name, place and stead and for the Trustee's benefit, in connection with all mortgage
loans serviced by the Servicer pursuant to the Pooling and Servicing Agreement for the purpose of performing all acts
and executing all documents in the name of the Trustee as may be customarily and reasonably necessary and appropriate to
effectuate the following enumerated transactions in respect of any of the mortgages or deeds of trust (the "Mortgages"
and the "Deeds of Trust", respectively) and promissory notes secured thereby (the "Mortgage Notes") for which the
undersigned is acting as Trustee for various certificateholders (whether the undersigned is named therein as mortgagee
or beneficiary or has become mortgagee by virtue of endorsement of the Mortgage Note secured by any such Mortgage or
Deed of Trust) and for which the Servicer is acting as servicer, all subject to the terms of the Pooling and Servicing
Agreement.

This appointment shall apply to the following enumerated transactions only:

1.       The modification or re-recording of a Mortgage or Deed of Trust, where said modification or re-recordings is
         for the purpose of correcting the Mortgage or Deed of Trust to conform same to the original intent of the
         parties thereto or to correct title errors discovered after such title insurance was issued and said
         modification or re-recording, in either instance, does not adversely affect the lien of the Mortgage or Deed of
         Trust as insured.

2.       The subordination of the lien of a Mortgage or Deed of Trust to an easement in favor of a public utility
         company of a government agency or unit with powers of eminent domain; this section shall include, without
         limitation, the execution of partial satisfactions/releases, partial reconveyances or the execution or requests
         to trustees to accomplish same.

3.       The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be
         acquired as real estate owned, or conveyance of title to real estate owned.

4.       The completion of loan assumption agreements.

5.       The full satisfaction/release of a Mortgage or Deed of Trust or full conveyance upon payment and discharge of
         all sums secured thereby, including, without limitation, cancellation of the related Mortgage Note.

6.       The assignment of any Mortgage or Deed of Trust and the related Mortgage Note, in connection with the
         repurchase of the mortgage loan secured and evidenced thereby.

7.       The full assignment of a Mortgage or Deed of Trust upon payment and discharge of all sums secured thereby in
         conjunction with the refinancing thereof, including, without limitation, the assignment of the related Mortgage
         Note.

8.       With respect to a Mortgage or Deed of Trust, the foreclosure, the taking of a deed in lieu of foreclosure, or
         the completion of judicial or non-judicial foreclosure or termination, cancellation or rescission of any such
         foreclosure, including, without limitation, any and all of the following acts:

         a.       the substitution of trustee(s) serving under a Deed of Trust, in accordance with state law and the
                  Deed of Trust;

         b.       the preparation and issuance of statements of breach or non-performance;

         c.       the preparation and filing of notices of default and/or notices of sale;

         d.       the cancellation/rescission of notices of default and/or notices of sale;

         e.       the taking of a deed in lieu of foreclosure; and

         f.       the preparation and execution of such other documents and performance of such other actions as may be
                  necessary under the terms of the Mortgage, Deed of Trust or state law to expeditiously complete said
                  transactions in paragraphs 8.a. through 8.e., above.

The undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform
all and every act and thing necessary and proper to carry into effect the power or powers granted by or under this
Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify and confirm to all that
said Attorney-in-Fact shall lawfully do or cause to be done by authority hereof.

Third parties without actual notice may rely upon the exercise of the power granted under this Limited Power of
attorney; and may be satisfied that this Limited Power of Attorney shall continue in full force and effect and has not
been revoked unless an instrument of revocation has been made in writing by the undersigned.

IN WITNESS WHEREOF, ________________ as Trustee pursuant to that Pooling and Servicing Agreement among the Depositor,
Wells Fargo Bank, National Association, Saxon Mortgage Services, Inc. and the Trustee, dated as of ___________ 1, 200__
(_____________ Asset Backed Certificates, Series 200__-___), has caused its corporate seal to be hereto affixed and
these presents to be signed and acknowledged in its name and behalf by ____________ its duly elected and authorized Vice
President this _________ day of _________, 200__.

                                                                     --------------------------------------------------
                                                                                             as Trustee for _____ Asset
                                                                                  Backed Certificates, Series 200__-___

                                                                 By:
                                                                     --------------------------------------------------

                                                                     --------------------------------------------------



STATE OF _____________

COUNTY OF ____________



On _______________, 200__, before me, the undersigned, a Notary Public in and for said state, personally appeared
____________, Vice President of ____________________ as Trustee for ___________ Asset Backed Certificates, Series
200__-___, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to
me that he/she executed that same in his/her authorized capacity, and that by his/her signature on the instrument the
entity upon behalf of which the person acted and executed the instrument.

WITNESS my hand and official seal.
         (SEAL)

                                                                        ------------------------------------------------
                                                                                                           Notary Public
                                                                        My Commission Expires
                                                                                              --------------------------



                                                       EXHIBIT E
                                                   SERVICING CRITERIA


                             SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by [the Servicer] [the Master Servicer] [Name of Subservicer] shall
address, at a minimum, the criteria identified as below as "Relevant Servicing Criteria":

-----------------------------------------------------------------------------------------------------------------
                                                                                            RELEVANT SERVICING
                                            SERVICING CRITERIA                                   CRITERIA
-----------------------------------------------------------------------------------------------------------------
     REFERENCE                                     CRITERIA
-----------------------------------------------------------------------------------------------------------------
                                       GENERAL SERVICING CONSIDERATIONS
-----------------------------------------------------------------------------------------------------------------
1122(d)(1)(i)        Policies and procedures  are  instituted to monitor any  performance
                     or other  triggers  and  events of default  in  accordance  with the            X
                     transaction agreements.
-----------------------------------------------------------------------------------------------------------------
1122(d)(1)(ii)       If  any  material  servicing  activities  are  outsourced  to  third
                     parties,  policies  and  procedures  are  instituted  to monitor the            X
                     third  party's   performance  and  compliance  with  such  servicing
                     activities.
-----------------------------------------------------------------------------------------------------------------
1122(d)(1)(iii)      Any  requirements  in  the  transaction  agreements  to  maintain  a
                     back-up servicer for the mortgage loans are maintained.
-----------------------------------------------------------------------------------------------------------------
1122(d)(1)(iv)       A fidelity bond and errors and omissions  policy is in effect on the
                     party   participating  in  the  servicing  function  throughout  the
                     reporting  period  in  the  amount  of  coverage   required  by  and            X
                     otherwise  in   accordance   with  the  terms  of  the   transaction
                     agreements.
-----------------------------------------------------------------------------------------------------------------
                                      CASH COLLECTION AND ADMINISTRATION                             X
-----------------------------------------------------------------------------------------------------------------
1122(d)(2)(i)        Payments  on  mortgage  loans  are  deposited  into the  appropriate
                     custodial  bank accounts and related bank clearing  accounts no more            X
                     than two business days  following  receipt,  or such other number of
                     days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------
1122(d)(2)(ii)       Disbursements  made via wire  transfer on behalf of an obligor or to            X
                     an investor are made only by authorized personnel.
-----------------------------------------------------------------------------------------------------------------
1122(d)(2)(iii)      Advances of funds or guarantees  regarding  collections,  cash flows
                     or  distributions,  and any  interest or other fees charged for such            X
                     advances,  are made,  reviewed  and  approved  as  specified  in the
                     transaction agreements.
-----------------------------------------------------------------------------------------------------------------
                     The  related  accounts  for the  transaction,  such as cash  reserve
                     accounts    or    accounts     established     as    a    form    of
                     overcollateralization,   are  separately   maintained   (e.g.,  with            X
                     respect  to  commingling  of cash) as set  forth in the  transaction
1122(d)(2)(iv)       agreements.
-----------------------------------------------------------------------------------------------------------------
1122(d)(2)(v)        Each  custodial   account  is  maintained  at  a  federally  insured
                     depository  institution as set forth in the transaction  agreements.
                     For  purposes  of  this  criterion,  "federally  insured  depository
                     institution" with respect to a foreign  financial  institution means            X
                     a foreign financial  institution that meets the requirements of Rule
                     13k-1(b)(1) of the Securities Exchange Act.
-----------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi)       Unissued  checks  are  safeguarded  so  as to  prevent  unauthorized            X
                     access.
-----------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii)      Reconciliations   are   prepared   on  a  monthly   basis  for  all
                     asset-backed  securities related bank accounts,  including custodial
                     accounts and related bank clearing accounts.  These  reconciliations
                     are (A)  mathematically  accurate;  (B) prepared  within 30 calendar
                     days after the bank  statement  cutoff date, or such other number of
                     days  specified  in the  transaction  agreements;  (C)  reviewed and            X
                     approved  by  someone   other  than  the  person  who  prepared  the
                     reconciliation;  and (D) contain explanations for reconciling items.
                     These  reconciling  items are  resolved  within 90 calendar  days of
                     their  original  identification,   or  such  other  number  of  days
                     specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------
                                      INVESTOR REMITTANCES AND REPORTING                             X
-----------------------------------------------------------------------------------------------------------------
1122(d)(3)(i)        Reports  to  investors,   including  those  to  be  filed  with  the
                     Commission,  are  maintained  in  accordance  with  the  transaction
                     agreements and  applicable  Commission  requirements.  Specifically,
                     such  reports (A) are prepared in  accordance  with  timeframes  and
                     other  terms set forth in the  transaction  agreements;  (B) provide
                     information  calculated  in accordance  with the terms  specified in            X
                     the  transaction  agreements;  (C) are filed with the  Commission as
                     required  by  its  rules  and   regulations;   and  (D)  agree  with
                     investors'  or  the  trustee's   records  as  to  the  total  unpaid
                     principal  balance  and number of  mortgage  loans  serviced  by the
                     Servicer.
-----------------------------------------------------------------------------------------------------------------
1122(d)(3)(ii)       Amounts due to investors  are  allocated  and remitted in accordance
                     with timeframes,  distribution priority and other terms set forth in            X
                     the transaction agreements.
-----------------------------------------------------------------------------------------------------------------
                     Disbursements  made to an investor  are posted  within two  business
                     days to the  Servicer's  investor  records,  or such other number of            X
1122(d)(3)(iii)      days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------
                     Amounts  remitted to investors  per the investor  reports agree with
                     cancelled  checks,  or other  form of  payment,  or  custodial  bank            X
1122(d)(3)(iv)       statements.
-----------------------------------------------------------------------------------------------------------------
                                          POOL ASSET ADMINISTRATION                                  X
-----------------------------------------------------------------------------------------------------------------
1122(d)(4)(i)         Collateral or security on mortgage  loans is maintained as required            X
                     by the transaction agreements or related mortgage loan documents.
-----------------------------------------------------------------------------------------------------------------
                     Mortgage loan and related  documents are  safeguarded as required by            X
1122(d)(4)(ii)       the transaction agreements
-----------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii)      Any  additions,  removals  or  substitutions  to the asset  pool are
                     made,  reviewed and approved in  accordance  with any  conditions or            X
                     requirements in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv)       Payments  on  mortgage  loans,   including  any  payoffs,   made  in
                     accordance  with the related  mortgage loan  documents are posted to
                     the Servicer's  obligor records maintained no more than two business
                     days after  receipt,  or such other number of days  specified in the            X
                     transaction  agreements,  and  allocated to  principal,  interest or
                     other items (e.g.,  escrow) in accordance with the related  mortgage
                     loan documents.
-----------------------------------------------------------------------------------------------------------------
1122(d)(4)(v)        The Servicer's  records  regarding the mortgage loans agree with the
                     Servicer's  records with respect to an  obligor's  unpaid  principal            X
                     balance.
-----------------------------------------------------------------------------------------------------------------
1122(d)(4)(vi)       Changes  with  respect  to  the  terms  or  status  of an  obligor's
                     mortgage  loans (e.g.,  loan  modifications  or re-agings) are made,            X
                     reviewed and approved by  authorized  personnel in  accordance  with
                     the transaction agreements and related pool asset documents.
-----------------------------------------------------------------------------------------------------------------
1122(d)(4)(vii)      Loss  mitigation  or  recovery  actions  (e.g.,  forbearance  plans,
                     modifications  and deeds in lieu of  foreclosure,  foreclosures  and
                     repossessions,   as  applicable)   are   initiated,   conducted  and            X
                     concluded in accordance  with the  timeframes or other  requirements
                     established by the transaction agreements.
-----------------------------------------------------------------------------------------------------------------
1122(d)(4)(viii)     Records  documenting  collection  efforts are maintained  during the
                     period  a  mortgage  loan  is  delinquent  in  accordance  with  the
                     transaction  agreements.  Such records are  maintained on at least a
                     monthly  basis,  or such other period  specified in the  transaction            X
                     agreements,  and  describe  the entity's  activities  in  monitoring
                     delinquent  mortgage  loans  including,  for  example,  phone calls,
                     letters and payment  rescheduling  plans in cases where  delinquency
                     is deemed temporary (e.g., illness or unemployment).
-----------------------------------------------------------------------------------------------------------------
1122(d)(4)(ix)       Adjustments  to interest rates or rates of return for mortgage loans
                     with variable rates are computed based on the related  mortgage loan            X
                     documents.
-----------------------------------------------------------------------------------------------------------------
1122(d)(4)(x)        Regarding  any funds  held in trust for an  obligor  (such as escrow
                     accounts):  (A) such  funds are  analyzed,  in  accordance  with the
                     obligor's  mortgage loan documents,  on at least an annual basis, or
                     such other  period  specified  in the  transaction  agreements;  (B)            X
                     interest  on such  funds  is  paid,  or  credited,  to  obligors  in
                     accordance with  applicable  mortgage loan documents and state laws;
                     and (C) such funds are  returned to the  obligor  within 30 calendar
                     days of full repayment of the related  mortgage loans, or such other
                     number of days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------
1122(d)(4)(xi)       Payments  made on behalf  of an  obligor  (such as tax or  insurance            X
                     payments)  are made on or before the related  penalty or  expiration
                     dates,  as  indicated on the  appropriate  bills or notices for such
                     payments,  provided  that  such  support  has been  received  by the
                     servicer at least 30  calendar  days prior to these  dates,  or such
                     other number of days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------
1122(d)(4)(xii)      Any late  payment  penalties  in  connection  with any payment to be
                     made on behalf of an obligor are paid from the servicer's  funds and            X
                     not charged to the  obligor,  unless the late payment was due to the
                     obligor's error or omission.
-----------------------------------------------------------------------------------------------------------------
                     Disbursements  made on behalf of an obligor  are  posted  within two
                     business days to the obligor's  records  maintained by the servicer,
                     or  such  other  number  of  days   specified  in  the   transaction            X
1122(d)(4)(xiii)     agreements.
-----------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv)       Delinquencies,   charge-offs   and   uncollectible   accounts   are
                     recognized   and  recorded  in  accordance   with  the   transaction            X
                     agreements.
-----------------------------------------------------------------------------------------------------------------
                     Any  external  enhancement  or  other  support,  identified  in Item
                     1114(a)(1)  through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)       as set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------



[NAME OF SERVICER] [MASTER SERVICER] [NAME OF SUBSERVICER]


Date:    _________________________


By:

Name:    ________________________________

Title:   ________________________________



                                                                         SCHEDULE 1122 (POOLING AND SERVICING AGREEMENT)

                        ASSESSMENTS OF COMPLIANCE AND ATTESTATION REPORTS SERVICING CRITERIA(1)

-------------------------------------------------------------------------------------------------------------------------

     Reg. AB Item 1122(d) Servicing                                                       Paying    Master   Securities
                  Criteria            Depositor   Seller   Servicer   Trustee  Custodian    Agent   Servicer Administrator
-------------------------------------------------------------------------------------------------------------------------
(1)   GENERAL SERVICING
CONSIDERATIONS
-------------------------------------------------------------------------------------------------------------------------
   (i)   monitoring performance or
         other triggers and events of                          X                                       X          X
         default
-------------------------------------------------------------------------------------------------------------------------
   (ii)  monitoring performance
         of vendors of activities                              X                                       X
         outsourced
-------------------------------------------------------------------------------------------------------------------------
   (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                               X                              X                   X
         personnel
-------------------------------------------------------------------------------------------------------------------------
   (iii) advances or guarantees
         made, reviewed and approved as                        X                                       X
         required
-------------------------------------------------------------------------------------------------------------------------
   (iv)  accounts maintained as
         required                                              X                              X        X          X
-------------------------------------------------------------------------------------------------------------------------
   (v)   accounts at federally insured
         depository institutions                               X                              X        X          X
-------------------------------------------------------------------------------------------------------------------------
   (vi)  unissued checks
         safeguarded                                           X                              X                   X
-------------------------------------------------------------------------------------------------------------------------
   (vii) monthly reconciliations
         of accounts                                           X                              X        X          X
-------------------------------------------------------------------------------------------------------------------------
(3)      INVESTOR REMITTANCES AND
         REPORTING
-------------------------------------------------------------------------------------------------------------------------
   (i)   investor reports
                                                               X                                       X          X
-------------------------------------------------------------------------------------------------------------------------
   (ii)  remittances
                                                               X                              X                   X
-------------------------------------------------------------------------------------------------------------------------
   (iii) proper posting of
         distributions                                         X                              X                   X
-------------------------------------------------------------------------------------------------------------------------
   (iv)  reconciliation of
         remittances and payment                               X                              X        X          X
         statements
-------------------------------------------------------------------------------------------------------------------------
(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         X
-------------------------------------------------------------------------------------------------------------------------
   (iv)  posting and allocation
         of pool asset payments to pool                        X
         assets
-------------------------------------------------------------------------------------------------------------------------
   (v)   reconciliation of servicer
         records                                               X
-------------------------------------------------------------------------------------------------------------------------
   (vi)  modifications or other
         changes to terms of pool assets                       X
-------------------------------------------------------------------------------------------------------------------------
   (vii) loss mitigation and
         recovery actions                                      X
-------------------------------------------------------------------------------------------------------------------------
   (viii)records regarding
         collection efforts                                    X
-------------------------------------------------------------------------------------------------------------------------
   (ix)  adjustments to variable
         interest rates on pool assets                         X
-------------------------------------------------------------------------------------------------------------------------
   (x)   matters relating to funds held
         in trust for obligors                                 X
-------------------------------------------------------------------------------------------------------------------------
   (xi)  payments made on behalf
         of obligors (such as for taxes                        X
         or insurance)
-------------------------------------------------------------------------------------------------------------------------
   (xii) late payment penalties
         with respect to payments made                         X
         on behalf of obligors
-------------------------------------------------------------------------------------------------------------------------
   (xiii)records with respect to
         payments made on behalf of                            X
         obligors
-------------------------------------------------------------------------------------------------------------------------
   (xiv) recognition and
         recording of delinquencies,                           X                                       X
         charge-offs and uncollectible
         accounts
-------------------------------------------------------------------------------------------------------------------------
   (xv)  maintenance of external
         credit enhancement or other                                                                              X
         support
-------------------------------------------------------------------------------------------------------------------------

----------------------------
* The descriptions of the Item 1122(d) servicing criteria use key words and phrases and are not verbatim
  recitations of the servicing criteria.  Refer to Regulation AB, Item 1122 for a full description of servicing
  criteria.



                                                        EXHIBIT F

                                            MORTGAGE LOAN PURCHASE AGREEMENT




  

     

    


    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    This
      is a Mortgage Loan Purchase Agreement (this “Agreement”), dated January 30,
      2006, between DB Structured Products, Inc., a Delaware corporation (the
“Seller”) and ACE Securities Corp., a Delaware corporation (the
“Purchaser”).

     

    Preliminary
      Statement

     

    The
      Seller intends to sell the Mortgage Loans (as hereinafter identified) to the
      Purchaser on the terms and subject to the conditions set forth in this
      Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
      pool comprising the Trust Fund. The Trust Fund will be evidenced by a single
      series of mortgage pass-through certificates designated as ACE Securities Corp.
      Home Equity Loan Trust, Series 2006-ASAP1, Asset Backed Pass-Through
      Certificates (the “Certificates”). The Certificates will consist of nineteen
      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-ASAP1, Asset Backed Pass-Through Certificates, dated as of January 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”), Saxon
      Mortgage Services, Inc. as servicer (the “Servicer”)
      and HSBC Bank USA, National Association as trustee (the “Trustee”). The
      Purchaser will sell the Class A-1 Certificates and, the Class A-2A, Class A-2B,
      Class A-2C and Class A-2D Certificates (collectively, the “Class A-2
      Certificates”) and the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
      Certificates (collectively, the “Mezzanine Certificates”) to Deutsche Bank
      Securities Inc. (“DBSI”), pursuant to the Second Amended and Restated
      Underwriting Agreement, dated as of June 24, 1999, as amended and restated
      to
      and including January 25, 2006, between the Purchaser and DBSI, and the Terms
      Agreement, dated January
      27, 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 January 30,
      2006
      (the “Closing Date”), certain conventional, one- to four-family, fixed-rate and
      adjustable-rate, residential, first and second lien, residential mortgage loans
      (the “Mortgage Loans”), having an aggregate principal balance as of the close of
      business on January 1, 2006 (the “Cut-off Date”) of approximately $493,170,821
      (the “Closing Balance”), after giving effect to all payments due on the Mortgage
      Loans on or before the Cut-off Date, whether or not received, including the
      right to any Prepayment Charges payable by the related Mortgagors in connection
      with any Principal Prepayments on the Mortgage Loans.
      

     

     

    SECTION
      2. Mortgage
      Loan Schedule.
      The Purchaser and the Seller have agreed upon which of the mortgage loans owned
      by the Seller are to be purchased by the Purchaser pursuant to this Agreement
      and the Seller will prepare or cause to be prepared on or prior to the Closing
      Date a final schedule (the “Closing Schedule”) that shall describe such Mortgage
      Loans and set forth all of the Mortgage Loans to be purchased under this
      Agreement, including the Prepayment Charges. The Closing Schedule will conform
      to the requirements set forth in this Agreement and to the definition of
“Mortgage Loan Schedule” under the Pooling and Servicing Agreement.

     

     

    SECTION
      3. Consideration.

     

    (a) In
      consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
      shall, as described in Section 8, (i) pay to or upon the order of the Seller
      in
      immediately available funds an amount (the “Purchase Price”) equal to (i)
      $________*1 
      and (ii) a 100% interest in the Class CE, Class P and Class R Certificates
      (collectively the “DB Certificates”). The DB Certificates shall be in the name
      of “Deutsche Bank Securities Inc.”

     

    (b) The
      Purchaser or any assignee, transferee or designee of the Purchaser shall be
      entitled to all scheduled payments of principal due after the Cut-off Date,
      all
      other payments of principal due and collected after the Cut-off Date, and all
      payments of interest on the Mortgage Loans allocable to the period after the
      Cut-off Date. All scheduled payments of principal and interest due on or before
      the Cut-off Date and collected after the Cut-off Date shall belong to the
      Seller.

     

    (c) Pursuant
      to the Pooling and Servicing Agreement, the Purchaser will assign all of its
      right, title and interest in and to the Mortgage Loans, together with its rights
      under this Agreement, to the Trustee for the benefit of the
      Certificateholders.

     

     

    SECTION
      4. Transfer
      of the Mortgage Loans.

     

    (a) Possession
      of Mortgage Files.
      The Seller does hereby sell to the Purchaser, without recourse but subject
      to
      the terms of this Agreement, all of its right, title and interest in, to and
      under the Mortgage Loans, including the related Prepayment Charges. The contents
      of each Mortgage File not delivered to the Purchaser or to any assignee,
      transferee or designee of the Purchaser on or prior to the Closing Date are
      and
      shall be held in trust by the Seller for the benefit of the Purchaser or any
      assignee, transferee or designee of the Purchaser.  Upon the sale of
      the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage
      and the other contents of the related Mortgage File is vested in the Purchaser
      and the ownership of all records and documents with respect to the related
      Mortgage Loan prepared by or that come into the possession of the Seller on
      or
      after the Closing Date shall immediately vest in the Purchaser and shall be
      delivered immediately to the Purchaser or as otherwise directed by the
      Purchaser.

     

    (b) Delivery
      of Mortgage Loan Documents.
      The Seller will, on or prior to the Closing Date, deliver or cause to be
      delivered to the Purchaser or any assignee, transferee or designee of the
      Purchaser each of the following documents for each Mortgage Loan:

     

    (i) the
      original Mortgage Note, including any riders thereto, endorsed in blank, with
      all prior and intervening endorsements showing a complete chain of endorsement
      from the originator to the Person so endorsing to the Trustee;

     

    (ii) the
      original Mortgage or a certified copy thereof, including any riders thereto,
      with evidence of recording thereon, and the original recorded power of attorney,
      if the Mortgage was executed pursuant to a power of attorney, with evidence
      of
      recording thereon, and in the case of each MOM Loan, the original Mortgage,
      noting the presence of the MIN of the Loan and either language indicating that
      the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan
      at
      origination, the original Mortgage and the assignment thereof to MERS®, with
      evidence of recording indicated thereon;

     

    (iii) an
      original Assignment of Mortgage executed in blank;

     

    (iv) the
      original recorded Assignment or Assignments of the Mortgage, or a certified
      copy
      or copies thereof, showing a complete chain of assignment from the originator
      to
      the last Person assigning the Mortgage;

     

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

     

    (vi) the
      original lender’s title insurance policy, together with all endorsements or
      riders that were issued with or subsequent to the issuance of such policy,
      insuring the priority of the Mortgage as a first lien or second lien on the
      Mortgaged Property represented therein as a fee interest vested in the
      Mortgagor;

     

    (vii) the
      original of any guarantee executed in connection with the Mortgage Note, if
      any;
      and

     

    (viii) the
      original of any security agreement, chattel mortgage or equivalent document
      executed in connection with the Mortgage, if any.

     

    Notwithstanding
      anything to the contrary contained in this Section 4, with respect to a maximum
      of approximately 1.0% of the Mortgage Loans, by aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date, if any original Mortgage Note
      referred to in Section 4(b)(i) above cannot be located, the obligations of
      the
      Seller to deliver such documents shall be deemed to be satisfied upon delivery
      to the Purchaser or any assignee, transferee or designee of the Purchaser of
      a
      photocopy of such Mortgage Note, if available, with a lost note affidavit
      substantially in the form of Exhibit 1 attached hereto. If any of the original
      Mortgage Notes for which a lost note affidavit was delivered to the Purchaser
      or
      any assignee, transferee or designee of the Purchaser is subsequently located,
      such original Mortgage Note shall be delivered to the Purchaser or any assignee,
      transferee or designee of the Purchaser within three (3) Business Days; and
      if
      any document referred to in Section 4(b)(ii) or 4(b)(iv) above has been
      submitted for recording but either (x) has not been returned from the applicable
      public recording office or (y) has been lost or such public recording office
      has
      retained the original of such document, the obligations of the Seller hereunder
      shall be deemed to have been satisfied upon delivery to the Purchaser or any
      assignee, transferee or designee of the Purchaser promptly upon receipt thereof
      by or on behalf of the Seller of either the original or a copy of such document
      certified by the applicable public recording office to be a true and complete
      copy of the original.

     

    In
      the event that the original lender’s title insurance policy has not yet been
      issued, the Seller shall deliver to the Purchaser or any assignee, transferee
      or
      designee of the Purchaser a written commitment or interim binder or preliminary
      report of title issued by the title insurance or escrow company. The Seller
      shall deliver such original title insurance policy to the Purchaser or any
      assignee, transferee or designee of the Purchaser promptly upon receipt by
      the
      Seller, if any.

     

    Each
      original document relating to a Mortgage Loan which is not delivered to the
      Purchaser or its assignee, transferee or designee, if held by the Seller, shall
      be so held for the benefit of the Purchaser, its assignee, transferee or
      designee.

     

    In
      connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
      expense, within 30 days after the Closing Date, the MERS® System to indicate
      that such Mortgage Loans have been assigned by the Seller to the Purchaser
      and
      by the Purchaser to the Trustee in accordance with this Agreement for the
      benefit of the Certificateholders by including (or deleting, in the case of
      Mortgage Loans which are repurchased in accordance with this Agreement) in
      such
      computer files (a) the code in the field which identifies the specific Trustee
      and (b) the code in the field “Pool Field” which identifies the series of the
      Certificates issued in connection with such Mortgage Loans. The Seller further
      agrees that it will not, and will not permit the Servicer or the Master Servicer
      to alter the codes referenced in this paragraph with respect to any Mortgage
      Loan during the term of this Agreement unless and until such Mortgage Loan
      is
      repurchased in accordance with the terms of this Agreement or the Pooling and
      Servicing Agreement.

     

    (c) Acceptance
      of Mortgage Loans.
      The documents delivered pursuant to Section 4(b) hereof shall be reviewed by
      the
      Purchaser or any assignee, transferee or designee of the Purchaser at any time
      before or after the Closing Date (and with respect to each document permitted
      to
      be delivered after the Closing Date, within seven days of its delivery) to
      ascertain that all required documents have been executed and received and that
      such documents relate to the Mortgage Loans identified on the Closing
      Schedule.

     

    (d) Transfer
      of Interest in Agreements.
      The Purchaser has the right to assign its interest under this Agreement, in
      whole or in part, to the Trustee, as may be required to effect the purposes
      of
      the Pooling and Servicing Agreement, without the consent of the Seller, and
      the
      assignee shall succeed to the rights and obligations hereunder of the
      Purchaser.  Any expense reasonably incurred by or on behalf of the
      Purchaser or the Trustee in connection with enforcing any obligations of the
      Seller under this Agreement will be promptly reimbursed by the
      Seller.

     

    (e) Examination
      of Mortgage Files.
      Prior to the Closing Date, the Seller shall either (i) deliver in escrow to
      the
      Purchaser or to any assignee, transferee or designee of the Purchaser for
      examination the Mortgage File pertaining to each Mortgage Loan, or (ii) make
      such Mortgage Files available to the Purchaser or to any assignee, transferee
      or
      designee of the Purchaser for examination.  Such examination may be
      made by the Purchaser or the Trustee, and their respective designees, upon
      reasonable notice to the Seller during normal business hours before the Closing
      Date and within sixty (60) days after the Closing Date.  If any such
      person makes such examination prior to the Closing Date and identifies any
      Mortgage Loans that do not conform to the requirements of the Purchaser as
      described in this Agreement, such Mortgage Loans shall be deleted from the
      Closing Schedule.  The Purchaser may, at its option and without notice
      to the Seller, purchase all or part of the Mortgage Loans without conducting
      any
      partial or complete examination.  The fact that the Purchaser or any
      person has conducted or has failed to conduct any partial or complete
      examination of the Mortgage Files shall not affect the rights of the Purchaser
      or any assignee, transferee or designee of the Purchaser to demand repurchase
      or
      other relief as provided herein or under the Pooling and Servicing
      Agreement.

     

     

    SECTION
      5. Representations,
      Warranties and Covenants of the Seller.

     

    The
      Seller hereby represents and warrants to the Purchaser, as of the date hereof
      and as of the Closing Date, and covenants, that:

     

    (i) The
      Seller is a Delaware corporation with full corporate power and authority to
      conduct its business as presently conducted by it to the extent material to
      the
      consummation of the transactions contemplated herein. The Agreement has been
      duly authorized, executed and delivered by the Seller. The Seller had the full
      corporate power and authority to own the Mortgage Loans and to transfer and
      convey the Mortgage Loans to the Purchaser and has the full corporate power
      and
      authority to execute and deliver, engage in the transactions contemplated by,
      and perform and observe the terms and conditions of this Agreement;

     

    (ii) The
      Seller has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery by the Purchaser, constitutes
      a legal, valid and binding obligation of the Seller, enforceable against it
      in
      accordance with its terms except as the enforceability thereof may be limited
      by
      bankruptcy, insolvency or reorganization or by general principles of
      equity;

     

    (iii) The
      execution, delivery and performance of this Agreement by the Seller (x) does
      not
      conflict and will not conflict with, does not breach and will not result in
      a
      breach of and does not constitute and will not constitute a default (or an
      event, which with notice or lapse of time or both, would constitute a default)
      under (A) any terms or provisions of the organizational documents of the Seller,
      (B) any term or provision of any material agreement, contract, instrument or
      indenture, to which the Seller is a party or by which the Seller or any of
      its
      property is bound, or (C) any law, rule, regulation, order, judgment, writ,
      injunction or decree of any court or governmental authority having jurisdiction
      over the Seller or any of its property and (y) does not create or impose and
      will not result in the creation or imposition of any lien, charge or encumbrance
      (other than any created hereby in favor of the Purchaser and its assignees)
      which would have a material adverse effect upon the Mortgage Loans or any
      documents or instruments evidencing or securing the Mortgage Loans;

     

    (iv) No
      consent, approval, authorization or order of, registration or filing with,
      or
      notice on behalf of the Seller to any governmental authority or court is
      required, under federal laws or the laws of the State of New York, for the
      execution, delivery and performance by the Seller of, or compliance by the
      Seller with, this Agreement or the consummation by the Seller of any other
      transaction contemplated hereby and by the Pooling and Servicing Agreement;
      provided, however, that the Seller makes no representation or warranty regarding
      federal or state securities laws in connection with the sale or distribution
      of
      the Certificates;

     

    (v) The
      Seller is not in violation of, and the execution and delivery of this Agreement
      by the Seller and its performance and compliance with the terms of this
      Agreement will not constitute a violation with respect to, any order or decree
      of any court or any order or regulation of any federal, state, municipal or
      governmental agency having jurisdiction over the Seller or its assets, which
      violation might have consequences that would materially and adversely affect
      the
      condition (financial or otherwise) or the operation of the Seller or its assets
      or might have consequences that would materially and adversely affect the
      performance of its obligations and duties hereunder;

     

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

     

    (vii) Immediately
      prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
      the Seller was the owner of the related Mortgage and the indebtedness evidenced
      by the related Mortgage Note, and, upon the payment to the Seller of the
      Purchase Price, in the event that the Seller retains or has retained record
      title, the Seller shall retain such record title to each Mortgage, each related
      Mortgage Note and the related Mortgage Files with respect thereto in trust
      for
      the Purchaser as the owner thereof from and after the date hereof;

     

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

     

    (ix) The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Seller, and the transfer, assignment and
      conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to
      this Agreement are not subject to the bulk transfer or any similar statutory
      provisions in effect in any relevant jurisdiction, except any as may have been
      complied with;

     

    (x) The
      Seller has not dealt with any broker, investment banker, agent or other person,
      except for the Purchaser or any of its affiliates, that may be entitled to
      any
      commission or compensation in connection with the sale of the Mortgage Loans
      (except that an entity that previously financed the Seller’s ownership of the
      Mortgage Loans may be entitled to a fee to release its security interest in
      the
      Mortgage Loans, which fee shall have been paid and which security interest
      shall
      have been released on or prior to the Closing Date);

     

    (xi) There
      is no litigation currently pending or, to the best of the Seller’s knowledge
      without independent investigation, threatened against the Seller that would
      reasonably be expected to adversely affect the transfer of the Mortgage Loans,
      the issuance of the Certificates or the execution, delivery, performance or
      enforceability of this Agreement, or that would result in a material adverse
      change in the financial condition of the Seller; and

     

    (xii) The
      information set forth in the applicable part of the Closing Schedule relating
      to
      the existence of a Prepayment Charge is complete, true and correct in all
      material respects at the date or dates respecting which such information is
      furnished and each Prepayment Charge is permissible and enforceable in
      accordance with its terms upon the mortgagor’s full and voluntary principal
      prepayment under applicable law, except to the extent that: (1) the
      enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights; (2) the
      collectability thereof may be limited due to acceleration in connection with
      a
      foreclosure or other involuntary prepayment; or (3) subsequent changes in
      applicable law may limit or prohibit enforceability thereof under applicable
      law.

     

     

    SECTION
      6. Representations
      and Warranties of the Seller Relating to the Mortgage Loans.

     

    The
      Seller hereby represents and warrants to the Purchaser that as to each Mortgage
      Loan as of the Closing Date:

     

    (i) Information
      provided to the Rating Agencies, including the loan level detail, is true and
      correct according to the Rating Agency requirements;

     

    (ii) No
      error, omission, misrepresentation, negligence, fraud or similar occurrence
      with
      respect to a Mortgage Loan has taken place on the part of any person, including
      without limitation the Mortgagor, any appraiser, any builder or developer,
      or
      any other party involved in the origination of the Mortgage Loan or in the
      application of any insurance in relation to such Mortgage Loan;

     

    (iii) Except
      as set forth on the Closing Schedule, all payments required to be made prior
      to
      the Cut-off Date with respect to each Mortgage Loan have been made;

     

    (iv) [Reserved];

     

    (v) There
      are no delinquent taxes, assessment liens or insurance premiums affecting the
      related Mortgaged Property;

     

    (vi) The
      terms of the Mortgage Note and the Mortgage have not been materially impaired,
      waived, altered or modified in any respect, except by written instruments,
      recorded in the applicable public recording office if necessary to maintain
      the
      lien priority of the Mortgage. The substance of any such waiver, alteration
      or
      modification has been approved by the title insurer, to the extent required
      by
      the related policy. No Mortgagor has been released, in whole or in part, except
      in connection with an assumption agreement (approved by the title insurer to
      the
      extent required by the policy) and which assumption agreement has been delivered
      to the Trustee;

     

    (vii) The
      Mortgaged Property is insured against loss by fire and hazards of extended
      coverage (excluding earthquake insurance) in an amount which is at least equal
      to the lesser of (i) the amount necessary to compensate for any damage or loss
      to the improvements which are a part of such property on a replacement cost
      basis or (ii) the outstanding principal balance of the Mortgage Loan. If the
      Mortgaged Property is in an area identified on a flood hazard map or flood
      insurance rate map issued by the Federal Emergency Management Agency as having
      special flood hazards (and such flood insurance has been made available), a
      flood insurance policy meeting the requirements of the current guidelines of
      the
      Federal Insurance Administration is in effect. All such insurance policies
      contain a standard mortgagee clause naming the originator of the Mortgage Loan,
      its successors and assigns as mortgagee and the Seller has not engaged in any
      act or omission which would impair the coverage of any such insurance policies.
      Except as may be limited by applicable law, the Mortgage obligates the Mortgagor
      thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
      and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
      to maintain such insurance at Mortgagor’s cost and expense and to seek
      reimbursement therefor from the Mortgagor;

     

    (viii) Each
      Mortgage Loan and the related Prepayment Charge, if any, complied in all
      material respects with any and all requirements of any federal, state or local
      law including, without limitation, usury, truth in lending, anti-predatory
      lending, real estate settlement procedures, consumer credit protection, equal
      credit opportunity, fair housing or disclosure laws applicable to the
      origination and servicing of the Mortgage Loans and the consummation of the
      transactions contemplated hereby will not involve the violation of any such
      laws;

     

    (ix) The
      Mortgage has not been satisfied, cancelled, subordinated (other than with
      respect to second lien Mortgage Loans, the subordination to the first lien)
      or
      rescinded, in whole or in part, and the Mortgaged Property has not been released
      from the lien of the Mortgage, in whole or in part, nor has any instrument
      been
      executed that would effect any such satisfaction, cancellation, subordination,
      rescission or release;

     

    (x) The
      Mortgage was recorded or was submitted for recording in accordance with all
      applicable laws and is a valid, existing and enforceable first or second lien
      on
      the Mortgaged Property including all improvements on the Mortgaged
      Property;

     

    (xi) The
      Mortgage Note and the related Mortgage are genuine and each is the legal, valid
      and binding obligation of the maker thereof, insured under the related title
      policy, and enforceable in accordance with its terms, except to the extent
      that
      the enforceability thereof may be limited by a bankruptcy, insolvency or
      reorganization;

     

    (xii) The
      Seller is the sole legal, beneficial and equitable owner of the Mortgage Note
      and the Mortgage and has the full right to convey, transfer and sell the
      Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien
      (other than with respect to second lien Mortgage Loans, the subordination to
      the
      first lien Mortgage Loan), pledge, charge, claim or security interest and
      immediately upon the sale, assignment and endorsement of the Mortgage Loans
      from
      the Seller to the Purchaser, the Purchaser shall have good and indefeasible
      title to and be the sole legal owner of the Mortgage Loans subject only to
      any
      encumbrance, equity, lien, pledge, charge, claim or security interest arising
      out of the Purchaser’s actions;

     

    (xiii) Each
      Mortgage Loan is covered by a valid and binding American Land Title Association
      lender’s title insurance policy issued by a title insurer qualified to do
      business in the jurisdiction where the Mortgaged Property is located. No claims
      have been filed under such lender’s title insurance policy, and the Seller has
      not done, by act or omission, anything that would impair the coverage of the
      lender’s title insurance policy;

     

    (xiv) There
      is no material default, breach, violation event or event of acceleration
      existing under the Mortgage or the Mortgage Note and no event which, with the
      passage of time or with notice and the expiration of any grace or cure period,
      would constitute a material default, breach, violation or event of acceleration,
      and the Seller has not, nor has its predecessors, waived any material default,
      breach, violation or event of acceleration;

     

    (xv) There
      are no mechanics’ or similar liens or claims which have been filed for work,
      labor or material provided to the related Mortgaged Property prior to the
      origination of the Mortgage Loan which are or may be liens prior to, or equal
      or
      coordinate with, the lien of the related Mortgage, except as may be disclosed
      in
      the related title policy;

     

    (xvi) Except
      with respect to approximately 4.91% of the Mortgage Loans by aggregate principal
      balance as of the Cut-off Date, which are balloon loans and approximately 65.68%
      of the Mortgage Loans by aggregate principal balance as of the Cut-off Date,
      which are interest only loans, each Mortgage Note is payable on the first day
      of
      each month in equal monthly installments of principal and interest (subject
      to
      adjustment in the case of the adjustable rate Mortgage Loans), with interest
      calculated on a 30/360 basis and payable in arrears, sufficient to amortize
      the
      Mortgage Loan fully by the stated maturity date over an original term from
      commencement of amortization to not more than 30 years and no Mortgage Loan
      permits negative amortization;

     

    (xvii) The
      servicing practices used in connection with the servicing of the Mortgage Loans
      have been in all respects reasonable and customary in the mortgage servicing
      industry of like mortgage loan servicers, servicing similar subprime mortgage
      loans originated in the same jurisdiction as the Mortgaged
      Property;

     

    (xviii) At
      the time of origination of the Mortgage Loan there was no proceeding pending
      for
      the total or partial condemnation of the Mortgaged Property and, as of the
      date
      such Mortgage Loan was purchased by the Purchaser, to the best of the
      Purchaser’s knowledge there is no proceeding pending for the total or partial
      condemnation of the Mortgaged Property;

     

    (xix) The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including, (a) in the case of a Mortgage designated as a
      deed
      of trust, by trustee’s sale, and (b) otherwise by judicial
      foreclosure;

     

    (xx) The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the related Mortgage referred to in subsection (x) above;

     

    (xxi) In
      the event the Mortgage constitutes a deed of trust, a trustee, duly qualified
      under applicable law to serve as such, has been properly designated and
      currently so serves and is named in the Mortgage, and no fees or expenses are
      or
      will become payable by the Seller to the trustee under the deed of trust, except
      in connection with a trustee’s sale after default by the Mortgagor;

     

    (xxii) The
      Mortgage Loan is not subject to any valid right of rescission, set-off,
      counterclaim or defense, including without limitation the defense of usury,
      nor
      will the operation of any of the terms of the Mortgage Note or the Mortgage,
      or
      the exercise of any right thereunder, render either the Mortgage Note or the
      Mortgage unenforceable, in whole or in part, or subject to any such right of
      rescission, set-off, counterclaim or defense, including without limitation
      the
      defense of usury, and no such right of rescission, set-off, counterclaim or
      defense has been asserted with respect thereto;

     

    (xxiii) The
      Mortgage Loans were underwritten in accordance with the underwriting guidelines
      in effect at the time the Mortgage Loans were purchased by the Seller (the
      “Seller’s Underwriting Guidelines”), except with respect to certain of those
      Mortgage Loans which had compensating factors permitting a deviation from the
      Seller’s Underwriting Guidelines;

     

    (xxiv) The
      Mortgaged Property is free of material damage and waste, excepting therefrom
      any
      Mortgage Loan subject to an escrow withhold as shown on the Closing
      Schedule;

     

    (xxv) All
      of the improvements which were included in determining the appraised value
      of
      the Mortgaged Property lie wholly within the Mortgaged Property’s boundary lines
      and no improvements on adjoining properties encroach upon the Mortgaged
      Property, excepting therefrom: (i) any encroachment insured against in the
      lender’s title insurance policy identified in subsection (xiii), (ii) any
      encroachment generally acceptable to subprime mortgage loan originators doing
      business in the same jurisdiction as the Mortgaged Property, and (iii) any
      encroachment which does not materially interfere with the benefits of the
      security intended to be provided by such Mortgage;

     

    (xxvi) All
      parties to the Mortgage Note had the legal capacity to execute the Mortgage
      Note
      and the Mortgage, and the Mortgage Note and the Mortgage have been duly executed
      by such parties;

     

    (xxvii) To
      the best of the Seller’s knowledge, at the time of origination of the Mortgage
      Loan, no appraised improvement located on or being part of the Mortgaged
      Property was in violation of any applicable zoning law or regulation and all
      inspections, licenses and certificates required in connection with the
      origination of any Mortgage Loan with respect to the occupancy of the Mortgaged
      Property, have been made or obtained from the appropriate
      authorities;

     

    (xxviii) No
      Mortgagor has notified the Seller of any relief requested or allowed under
      the
      Servicemembers Civil Relief Act;

     

    (xxix) All
      parties which have held an interest in the Mortgage Loan are (or during the
      period in which they held and disposed of such interest, were) (1) in compliance
      with any and all applicable licensing requirements of the state wherein the
      Mortgaged Property is located, (2) organized under the laws of such state,
      (3)
      qualified to do business in such state, (4) a federal savings and loan
      association or national bank, (5) not doing business in such state, or (6)
      exempt from the applicable licensing requirements of such state;

     

    (xxx) The
      Mortgage File contains an appraisal of the related Mortgaged Property which
      was
      made prior to the approval of the Mortgage Loan by a qualified appraiser, duly
      appointed by the related originator and was made in accordance with the
      Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the
      Uniform Standards of Professional Appraisal Practice;

     

    (xxxi) Except
      as may otherwise be limited by applicable law, the Mortgage contains a provision
      for the acceleration of the payment of the unpaid principal balance of the
      Mortgage Loan in the event that the Mortgaged Property is sold or transferred
      without the prior written consent of the Mortgagee thereunder;

     

    (xxxii) The
      Mortgage Loan does not contain any provision which would constitute a “buydown”
provision and pursuant to which Monthly Payments are paid or partially paid
      with
      funds deposited in a separate account established by the related originator,
      the
      Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other
      than
      the Mortgagor. The Mortgage Loan is not a “graduated payment mortgage loan” and
      the Mortgage loan does not have a shared appreciation or other contingent
      interest feature;

     

    (xxxiii) To
      the best of the Seller’s knowledge there is no action or proceeding directly
      involving the Mortgaged Property presently pending in which compliance with
      any
      environmental law, rule or regulation is at issue and the Seller has received
      no
      notice of any condition at the Mortgaged Property which is reasonably likely
      to
      give rise to an action or proceeding in which compliance with any environmental
      law, rule or regulation is at issue;

     

    (xxxiv) Each
      Mortgage Loan is an obligation which is principally secured by an interest
      in
      real property within the meaning of Treasury Regulation section
      1.860G-2(a);

     

    (xxxv) Each
      Mortgage Loan (a) is directly secured by a first or second lien on, and consists
      of a single parcel of, real property with a detached one-to-four family
      residence erected thereon, a townhouse or an individual condominium unit in
      a
      condominium project, or an individual unit in a planned unit development
      (“PUD”). Any unit in a PUD or condominium project conforms to the requirements
      of the Seller’s Underwriting Guidelines regarding such dwellings. No residence
      or dwelling is a mobile home or a manufactured dwelling unless it is a
      manufactured dwelling, which is permanently affixed to a foundation and treated
      as “real estate” under applicable law. No Mortgaged Property is used for
      commercial purposes. Mortgaged Properties which contain a home office shall
      not
      be considered as being used for commercial purposes as long as the Mortgaged
      Property has not been altered for commercial purposes and is not storing any
      chemicals or raw materials other than those commonly used for homeowner repair,
      maintenance and/or household purposes;

     

    (xxxvi) The
      Mortgage Interest Rate with respect to the Adjustable Rate Mortgage Loans is
      subject to adjustment at the time and in the amounts as are set forth in the
      related Mortgage Note;

     

    (xxxvii) No
      Mortgage Loan contains a provision whereby the Mortgagor can convert an
      Adjustable Rate Mortgage Loan into a Fixed Rate Mortgage Loan;

     

    (xxxviii) With
      respect to each Group I Mortgage Loan, no borrower obtained a prepaid
      single-premium credit-life, credit-disability, credit unemployment or credit
      property insurance policy in connection with the origination of such Group
      I
      Mortgage Loan; 

     

    (xxxix) With
      respect to any Group I Mortgage Loan that contains a provision permitting
      imposition of a premium upon a prepayment prior to maturity: (i) prior to such
      Group I Mortgage Loan’s origination, the borrower agreed to such premium in
      exchange for a monetary benefit, including but not limited to a rate or fee
      reduction, (ii) prior to such Group I Mortgage Loan’s origination, the borrower
      was offered the option of obtaining a mortgage loan that did not require payment
      of such a premium, (iii) the prepayment
      premium
      is adequately disclosed to the borrower pursuant to applicable state and federal
      law, (iv) no Group I Mortgage Loan originated on or after October 1, 2002 will
      impose a prepayment premium for a term in excess of three years and any Group
      I
      Mortgage Loan originated prior to such date will not impose Prepayment Charges
      in excess of five years; in each case unless such Group I Mortgage Loan was
      modified to reduce the prepayment period to no more than three years from the
      date of the Mortgage Note and the borrower was notified in writing of such
      reduction in prepayment period, and (v) 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 a result of the borrower’s
      default in making the loan payments;

     

    (xl) No
      Mortgage Loan is subject to the Home Ownership and Equity Protection Act of
      1994
      or any comparable law and no Mortgage Loan is classified and/or defined as
“high
      cost”, “covered” (excluding home loans defined as “covered home loans” in the
      New Jersey Home Ownership Security Act of 2002 that were originated between
      November 26, 2003 and July 7, 2004) “high risk home” or “predatory” loan under
      any other federal, state or local law (or a similarly classified loan using
      different terminology under a law imposing heightened regulatory scrutiny or
      additional legal liability for residential mortgage loans having high interest
      rates, points and/or fees);

     

    (xli) There
      is no Mortgage Loan that was originated or modified on or after October 1,
      2002
      and before March 7, 2003, which is secured by property located in the State
      of
      Georgia. There is no such Mortgage Loan underlying the Certificate that was
      originated on or after March 7, 2003, which is a “high cost home loan” as
      defined under the Georgia Fair Lending Act;

     

    (xlii) With
      respect to any Mortgage Loan that is secured by a second lien on the related
      Mortgaged Property, either (i) no consent for the Mortgage Loan is required
      by
      the holder of any related senior lien or (ii) such consent has been obtained
      and
      is contained in the Mortgage File;

     

    (xliii) With
      respect to a Mortgage Loan which is a second lien, as of the date hereof, the
      Seller has not received a notice of default of a senior lien on the related
      Mortgaged Property which has not been cured;

     

    (xliv) There
      is no Mortgage Loan that (a) is secured by property located in the State of
      Kentucky; (b) was originated on or after June 24, 2003, and (c) which is a
“high
      cost home loan” as defined under Kentucky State Statute KRS 360.100, effective
      as of June 24, 2003;

     

    (xlv) There
      is no Mortgage Loan that (a) is secured by property located in the State of
      Arkansas, (b) has a note date on or after July 16, 2003, and (c) which is a
      “high cost home loan” as defined under the Arkansas Home Loan Protection Act,
      effective as of July 16, 2003;

     

    (xlvi) The
      Servicer for each Group I Mortgage Loan has fully furnished, and will fully
      furnish, in accordance with the Fair Credit Reporting Act and its implementing
      regulations, accurate and complete information (i.e., favorable and unfavorable)
      on its borrower credit files to Equifax, Experian, and Trans Union Credit
      Information Company (three of the credit repositories), on a monthly
      basis;

     

    (xlvii) The
      original principal balance of each Group I Mortgage Loan which is secured by
      a
      first or second lien on the related Mortgaged Property is within Freddie Mac’s
      dollar amount limits for conforming one-to-four family mortgage loans;


     

    (xlviii) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
      Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.);


     

    (xlix) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
      Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
      seq.);

     

    (l) No
      Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
      Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
      seq.);

     

    (li) No
      Mortgage Loan originated in the City of Los Angeles is subject to the City
      of
      Los Angeles California Ordinance 175008 as a home loan;

     

    (lii) No
      Mortgage Loan is a “High Cost Home Loan” as defined under the Maine House Bill
      383 L.D. 494, effective as of September 13, 2003;

     

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

     

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

     

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

     

    (lvi) With
      respect to any Group I Mortgage Loan originated on or after August 1, 2004,
      neither the related Mortgage nor the related Mortgage Note requires the borrower
      to submit to arbitration to resolve any dispute arising out of or relating
      in
      any way to the Mortgage Loan transaction;

     

    (lvii) No
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms
      are defined in the then current Standard & Poor’s LEVELS®
      Glossary which is now Version 5.6(c) Revised, Appendix E (attached hereto as
      Exhibit 2)) and no Mortgage Loan originated on or after October 1, 2002 through
      March 6, 2003 is governed by the Georgia Fair Lending Act;

     

    (lviii) With
      respect to the Group I Mortgage Loans, no borrower was encouraged or required
      to
      select a mortgage loan product offered by the mortgage loan’s originator which
      is a higher cost product designed for less creditworthy borrowers, unless at
      the
      time of such Group I 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 mortgage loan’s originator or any affiliate
      of the mortgage loan’s originator. If, at the time of loan application, the
      borrower may have qualified for a lower cost credit product then offered by
      any
      mortgage lending affiliate of the mortgage loan originator, the mortgage loan’s
      originator referred the borrower’s application to such affiliate for
      underwriting consideration;

     

    (lix) With
      respect to a Group I Mortgage Loan which is a second lien, (a) such second
      lien
      Group I Mortgage Loan is secured by a one- to four-family residence that was
      (or
      would be) the principal residence of the Mortgagor upon the origination of
      the
      second lien Mortgage Loan, (b) the origination amount for such second lien
      Group
      I Mortgage Loan did not exceed one-half of the one-unit limitation set forth
      by
      Freddie Mac for first lien mortgage loans, and (c) the aggregate original
      principal balance for the first lien and the second lien mortgage Loan do not
      exceed Freddie Mac’s applicable loan limits for first lien mortgage loans for
      properties of the same type as the related Mortgaged Property;

     

    (lx) No
      selection procedures were used by the Seller that identified the Mortgage Loans
      as being less desirable or valuable than other comparable mortgage loans in
      the
      Seller’s portfolio; and

     

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

     

     

    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 (xxxiv), (xxxviii), (xxxix), (xl), (xli), (xlvi), (xlvii), (lvi),
      (lviii) and/or (lix) of Section 6 above, shall be automatically deemed to affect
      materially and adversely the interests of the Purchaser or the Purchaser’s
      assignee, transferee or designee.

     

    Upon
      discovery by the Seller, the Purchaser or any assignee, transferee or designee
      of the Purchaser of any materially defective document in, or that any material
      document was not transferred by the Seller, as listed on a Custodian’s
      preliminary exception report, as described in the Custodial Agreements, as
      part
      of any Mortgage File, or of a breach of any of the representations and
      warranties contained in Section 6 that materially and adversely affects the
      value of any Mortgage Loan or the interest therein of the Purchaser or the
      Purchaser’s assignee, transferee or designee, the party discovering such breach
      shall give prompt written notice to the Seller. Within sixty (60) days of its
      discovery or its receipt of notice of any such missing documentation that was
      not transferred by the Seller as described above, or of materially defective
      documentation, or any such breach of a representation and warranty, the Seller
      promptly shall deliver such missing document or cure such defect or breach
      in
      all material respects or, in the event the Seller cannot deliver such missing
      document or cannot cure such defect or breach, the Seller shall, within ninety
      (90) days of its discovery or receipt of notice of any such missing or
      materially defective documentation or of any such breach of a representation
      and
      warranty, either (i) repurchase the affected Mortgage Loan at the Purchase
      Price
      (as such term is defined in the Pooling and Servicing Agreement) or (ii)
      pursuant to the provisions of the Pooling and Servicing Agreement, cause the
      removal of such Mortgage Loan from the Trust Fund and substitute one or more
      Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule
      to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement
      and the Pooling and Servicing Agreement. The Seller shall deliver to the
      Purchaser such amended Closing Schedule and shall deliver such other documents
      as are required by this Agreement or the Pooling and Servicing Agreement within
      five (5) days of any such amendment. Any repurchase pursuant to this Section
      7(a) shall be accomplished by transfer to an account designated by the Purchaser
      of the amount of the Purchase Price in accordance with Section 2.03 of the
      Pooling and Servicing Agreement. Any repurchase required by this Section shall
      be made in a manner consistent with Section 2.03 of the Pooling and Servicing
      Agreement.

     

    (b) If
      the representation made by the Seller in Section 5(xii) is breached, the Seller
      shall not have the right or obligation to cure, substitute or repurchase the
      affected Mortgage Loan but shall remit to the Servicer for deposit in the
      Collection Account, prior to the next succeeding Servicer Remittance Date,
      the
      amount of the Prepayment Charge indicated on the applicable part of the Closing
      Schedule to be due from the Mortgagor in the circumstances less any amount
      collected and remitted to the Servicer for deposit into the Collection
      Account.

     

    (c) It
      is understood and agreed that the obligations of the Seller set forth in this
      Section 7 to cure or repurchase a defective Mortgage Loan (and to make payments
      pursuant to Section 7(b)) constitute the sole remedies of the Purchaser against
      the Seller respecting a missing document or a breach of the representations
      and
      warranties contained in Section 5(xii) or Section 6.

     

     

    SECTION
      8. Closing;
      Payment for the Mortgage Loans. The
      closing of the purchase and sale of the Mortgage Loans, shall be held at the
      New
      York City office of Thacher Proffitt & Wood llp
      at 10:00 a.m. New York City time on the Closing Date.

     

    The
      closing shall be subject to each of the following conditions:

     

    (a) All
      of the representations and warranties of the Seller under this Agreement shall
      be true and correct in all material respects as of the date as of which they
      are
      made and no event shall have occurred which, with notice or the passage of
      time,
      would constitute a default under this Agreement;

     

    (b) The
      Purchaser shall have received, or the attorneys of the Purchaser shall have
      received in escrow (to be released from escrow at the time of closing), all
      closing documents as specified in Section 9 of this Agreement, in such forms
      as
      are agreed upon and acceptable to the Purchaser, duly executed by all
      signatories other than the Purchaser as required pursuant to the respective
      terms thereof;

     

    (c) The
      Seller shall have delivered or caused to be delivered and released to the
      Purchaser or to its designee, all documents (including without limitation,
      the
      Mortgage Loans) required to be so delivered by the Purchaser pursuant to Section
      2.01 of the Pooling and Servicing Agreement; and

     

    (d) All
      other terms and conditions of this Agreement and the Pooling and Servicing
      Agreement shall have been complied with.

     

    Subject
      to the foregoing conditions, the Purchaser shall deliver or cause to be
      delivered to the Seller on the Closing Date, against delivery and release by
      the
      Seller to the Trustee of all documents required pursuant to the Pooling and
      Servicing Agreement, the consideration for the Mortgage Loans as specified
      in
      Section 3 of this Agreement.

     

     

    SECTION
      9. Closing
      Documents.
      Without limiting the generality of Section 8 hereof, the closing shall be
      subject to delivery of each of the following documents:

     

    (a) An
      Officers’ Certificate of the Seller, dated the Closing Date, upon which the
      Purchaser and DBSI may rely with respect to certain facts regarding the sale
      of
      the Mortgage Loans by the Seller to the Purchaser;

     

    (b) An
      Opinion of Counsel of the Seller, dated the Closing Date and addressed to the
      Purchaser and DBSI;

     

    (c) Such
      opinions of counsel as the Rating Agencies or the Trustee may request in
      connection with the sale of the Mortgage Loans by the Seller to the Purchaser
      or
      the Seller’s execution and delivery of, or performance under, this Agreement;
      and

     

    (d) Such
      further information, certificates, opinions and documents as the Purchaser
      or
      DBSI may reasonably request.

     

     

    SECTION
      10. Costs.
      The Seller shall pay (or shall reimburse the Purchaser or any other Person
      to
      the extent that the Purchaser or such other Person shall pay) all costs and
      expenses incurred in connection with the transfer and delivery of the Mortgage
      Loans, including without limitation, fees for title policy endorsements and
      continuations, the fees and expenses of the Seller’s accountants and attorneys,
      the costs and expenses incurred in connection with producing the Servicer’s loan
      loss, foreclosure and delinquency experience, and the costs and expenses
      incurred in connection with obtaining the documents referred to in Sections
      9(a), 9(b) and 9(c), the costs and expenses of printing (or otherwise
      reproducing) and delivering this Agreement, the Pooling and Servicing Agreement,
      the Certificates, the prospectus and prospectus supplement, and any private
      placement memorandum relating to the Certificates and other related documents,
      the initial fees, costs and expenses of the Trustee, the fees and expenses
      of
      the Purchaser’s counsel in connection with the preparation of all documents
      relating to the securitization of the Mortgage Loans, the filing fee charged
      by
      the Securities and Exchange Commission for registration of the Certificates
      and
      the fees charged by any rating agency to rate the Certificates.  All
      other costs and expenses in connection with the transactions contemplated
      hereunder shall be borne by the party incurring such expense.

     

     

    SECTION
      11. Servicing.  The
      Mortgage Loans will be master serviced by the Master Servicer under the Pooling
      and Servicing Agreement and serviced by the Servicer, on behalf of the Trust,
      and the Seller has represented to the Purchaser that such Mortgage Loans are
      not
      subject to any other servicing agreements with third parties.  It is
      understood and agreed between the Seller and the Purchaser that the Mortgage
      Loans are to be delivered free and clear of any servicing
      agreements.  Neither the Purchaser nor any affiliate of the Purchaser
      is servicing the Mortgage Loans under any such servicing agreement and,
      accordingly, neither the Purchaser nor any affiliate of the Purchaser is
      entitled to receive any fee for releasing the Mortgage Loans from any such
      servicing agreement.  The Seller shall arrange for the orderly
      transfer, of such servicing to the Servicer.  For so long as the
      Master Servicer master services the Mortgage Loans and the Servicer services
      the
      Mortgage Loans, the Master Servicer shall be entitled to the Master Servicing
      Fee and the Servicer shall be entitled to the Servicing Fee and such other
      payments as provided for under the terms of the Pooling and Servicing
      Agreement.

     

     

    SECTION
      12. Mandatory
      Delivery; Grant of Security Interest.  The
      sale and delivery on the Closing Date of the Mortgage Loans described on the
      Closing Schedule in accordance with the terms and conditions of this Agreement
      is mandatory.  It is specifically understood and agreed that each
      Mortgage Loan is unique and identifiable on the date hereof and that an award
      of
      money damages would be insufficient to compensate the Purchaser for the losses
      and damages incurred by the Purchaser in the event of the Seller’s failure to
      deliver the Mortgage Loans on or before the Closing Date.  The Seller
      hereby grants to the Purchaser a lien on and a continuing security interest
      in
      the Seller’s interest in each Mortgage Loan and each document and instrument
      evidencing each such Mortgage Loan to secure the performance by the Seller
      of
      its obligation hereunder, and the Seller agrees that it holds such Mortgage
      Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
      to the Closing Date, to reject any Mortgage Loan to the extent permitted by
      this
      Agreement and (ii) obligation to deliver or cause to be delivered the
      consideration for the Mortgage Loans pursuant to Section 8
      hereof.  Any Mortgage Loans rejected by the Purchaser shall
      concurrently therewith be released from the security interest created
      hereby.  All rights and remedies of the Purchaser under this Agreement
      are distinct from, and cumulative with, any other rights or remedies under
      this
      Agreement or afforded by law or equity and all such rights and remedies may
      be
      exercised concurrently, independently or successively.

     

    Notwithstanding
      the foregoing, if on the Closing Date, each of the conditions set forth in
      Section 8 hereof shall have been satisfied and the Purchaser shall not have
      paid
      or caused to be paid the Purchase Price, or any such condition shall not have
      been waived or satisfied and the Purchaser determines not to pay or cause to
      be
      paid the Purchase Price, the Purchaser shall immediately effect the redelivery
      of the Mortgage Loans, if delivery to the Purchaser has occurred, and the
      security interest created by this Section 12 shall be deemed to have been
      released.

     

     

    SECTION
      13. Notices.  All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if personally delivered to or mailed by
      registered mail, postage prepaid, or transmitted by fax and, receipt of which
      is
      confirmed by telephone, if to the Purchaser, addressed to the Purchaser at
      6525
      Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211, fax: (704)
      365-1362, Attention: Doris Hearn, or such other address as may hereafter be
      furnished to the Seller  in writing by the Purchaser; and if to the
      Seller, addressed to the Seller at 60 Wall Street, New York, New York 10005,
      fax: (212) 250-2740, Attention:  Michael Commaroto, or to such other
      address as the Seller may designate in writing to the Purchaser.

     

     

    SECTION
      14. Severability
      of Provisions.  Any
      part, provision, representation or warranty of this Agreement that is prohibited
      or that is held to be void or unenforceable shall be ineffective to the extent
      of such prohibition or unenforceability without invalidating the remaining
      provisions hereof.  Any part, provision, representation or warranty of
      this Agreement that is prohibited or unenforceable or is held to be void or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof, and any such prohibition or unenforceability in
      any
      jurisdiction as to any Mortgage Loan shall not invalidate or render
      unenforceable such provision in any other jurisdiction.  To the extent
      permitted by applicable law, the parties hereto waive any provision of law
      which
      prohibits or renders void or unenforceable any provision hereof.

     

     

    SECTION
      15. Agreement
      of Parties.  The
      Seller and the Purchaser each agree to execute and deliver such instruments
      and
      take such actions as either of the others may, from time to time, reasonably
      request in order to effectuate the purpose and to carry out the terms of this
      Agreement and the Pooling and Servicing Agreement.

     

     

    SECTION
      16. Survival.  The
      Seller agrees that the representations, warranties and agreements made by it
      herein and in any certificate or other instrument delivered pursuant hereto
      shall be deemed to be relied upon by the Purchaser, notwithstanding any
      investigation heretofore or hereafter made by the Purchaser or on its behalf,
      and that the representations, warranties and agreements made by the Seller
      herein or in any such certificate or other instrument shall survive the delivery
      of and payment for the Mortgage Loans and shall continue in full force and
      effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
      Notes and notwithstanding subsequent termination of this Agreement, the Pooling
      and Servicing Agreement or the Trust Fund.

     

     

    SECTION
      17. GOVERNING
      LAW.  THIS
      AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
      PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW
      YORK.  THE
      PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK
      GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

     

     

    SECTION
      18. Miscellaneous.
      This Agreement may be executed in two or more counterparts, each of which when
      so executed and delivered shall be an original, but all of which together shall
      constitute one and the same instrument.  This Agreement shall inure to
      the benefit of and be binding upon the parties hereto and their respective
      successors and assigns.  This Agreement supersedes all prior
      agreements and understandings relating to the subject matter
      hereof.  Neither this Agreement nor any term hereof may be changed,
      waived, discharged or terminated orally, but only by an instrument in writing
      signed by the party against whom enforcement of the change, waiver, discharge
      or
      termination is sought.  The headings in this Agreement are for
      purposes of reference only and shall not limit or otherwise affect the meaning
      hereof.

     

    It
      is the express intent of the parties hereto that the conveyance of the Mortgage
      Loans by the Seller to the Purchaser as provided in Section 4 hereof be, and
      be
      construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and
      not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
      a
      debt or other obligation of the Seller. However, in the event that,
      notwithstanding the aforementioned intent of the parties, the Mortgage Loans
      are
      held to be property of the Seller, then (a) it is the express intent of the
      parties that such conveyance be deemed a pledge of the Mortgage Loans by the
      Seller to the Purchaser to secure a debt or other obligation of the Seller
      and
      (b) (1) this Agreement shall also be deemed to be a security agreement within
      the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2)
      the
      conveyance provided for in Section 4 hereof shall be deemed to be a grant by
      the
      Seller to the Purchaser of a security interest in all of the Seller’s right,
      title and interest in and to the Mortgage Loans and all amounts payable to
      the
      holders of the Mortgage Loans in accordance with the terms thereof and all
      proceeds of the conversion, voluntary or involuntary, of the foregoing into
      cash, instruments, securities or other property, including without limitation
      all amounts, other than investment earnings, from time to time held or invested
      in the Collection Account whether in the form of cash, instruments, securities
      or other property; (3) the possession by the Purchaser or its agent of Mortgage
      Notes, the related Mortgages and such other items of property that constitute
      instruments, money, negotiable documents or chattel paper shall be deemed to
      be
“possession by the secured party” for purposes of perfecting the security
      interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
      and
      (4) notifications to persons holding such property and acknowledgments, receipts
      or confirmations from persons holding such property shall be deemed
      notifications to, or acknowledgments, receipts or confirmations from, financial
      intermediaries, bailees or agents (as applicable) of the Purchaser for the
      purpose of perfecting such security interest under applicable law. Any
      assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
      shall also be deemed to be an assignment of any security interest created
      hereby. The Seller and the Purchaser shall, to the extent consistent with this
      Agreement, take such actions as may be necessary to ensure that, if this
      Agreement were deemed to create a security interest in the Mortgage Loans,
      such
      security interest would be deemed to be a perfected security interest of first
      priority under applicable law and will be maintained as such throughout the
      term
      of this Agreement and the Pooling and Servicing Agreement.

     

     

    SECTION
      19. Third
      Party Beneficiary.  The
      parties hereto acknowledge and agree that DBSI and each of its respective
      successors and assigns shall have all the rights of a third-party beneficiary
      in
      respect of Section 12 of this Agreement and shall be entitled to rely upon
      and
      directly enforce the provisions of Section 12 of this Agreement.

     

    

      

    

    
      
        * Please
          contact the Mortgage Loan Seller for this information.

      

    

     

     

     

    IN
      WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be
      signed by their respective officers thereunto duly authorized as of the date
      first above written.

     

    
      	 	 	 
	 	
              DB
                STRUCTURED PRODUCTS, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name:

              Title:

            


    

     

    
      
        	 	 	 
	 	By:  	 
	 	
                

              
	 	
                Name:

                Title:

              


      

       

    

    
       

      
        	 	 	 
	 	
                ACE
                  SECURITIES CORP.

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Name:

                Title:

              


      

       

      
        
          	 	 	 
	 	By:  	 
	 	
                  

                
	 	
                  Name:

                  Title:

                


        

         

         

        EXHIBIT
          1

      

    

     

    Loan
      #: _____

    Borrower:
      ___  

     

    LOST
      NOTE AFFIDAVIT

     

    I,
      as _____________________ of ____________________, a _______________ am
      authorized to make this Affidavit on behalf of __________________ (the
“Seller”). In connection with the administration of the Mortgage Loans held by
      ______________________, a _______________ [corporation] as Seller on behalf
      of
      ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

     

    
      	 	
              1.
                The Seller’s address
                is:         
                ___________________________

            
	 	                                                
              ___________________________
	 	                                                
              ___________________________ 
	 	 
	 	
              2.
                The Seller previously delivered to the Purchaser a signed Initial
                Certification with respect to such Mortgage and/or Assignment of
                Mortgage;

            
	 	 
	 	
              3.
                Such Mortgage Note and/or Assignment of Mortgage was assigned or
                sold to
                the Purchaser by __________________, a pursuant to the terms and
                provisions of a Mortgage Loan Purchase Agreement dated as of
                _____________;

            
	 	 
	 	
              4.
                Such Mortgage Note and/or Assignment of Mortgage is not outstanding
                pursuant to a request for release of Documents;

            
	 	 
	 	
              5.
                Aforesaid Mortgage Note and/or Assignment of Mortgage (the “Original”) has
                been lost;

            
	 	 
	 	
              6.
                Deponent has made or caused to be made a diligent search for the
                Original
                and has been unable to find or recover same;

            
	 	 
	 	
              7.
                The Seller was the Seller of the Original at the time of the loss;
                and

            
	 	 
	 	
              8.
                Deponent agrees that, if said Original should ever come into Seller’s
                possession, custody or power, Seller will immediately and without
                consideration surrender the Original to the Purchaser.

            
	 	 
	 	
              9.
                Attached hereto is a true and correct copy of (i) the Note, endorsed
                in
                blank by the Mortgagee and (ii) the Mortgage or Deed of Trust (strike
                one)
                which secures the Note, which Mortgage or Deed of Trust is recorded
                in the
                county where the property is located.

            
	 	 
	 	
              10.
                Deponent hereby agrees that the Seller (a) shall indemnify and hold
                harmless the Purchaser, its successors and assigns, against any loss,
                liability or damage, including reasonable attorney’s fees, resulting from
                the unavailability of any Notes, including but not limited to any
                loss,
                liability or damage arising from (i) any false statement contained
                in this
                Affidavit, (ii) any claim of any party that purchased a mortgage
                loan
                evidenced by the Lost Note or any interest in such mortgage loan,
                (iii)
                any claim of any borrower with respect to the existence of terms
                of a
                mortgage loan evidenced by the Lost Note on the related property
                to the
                fact that the mortgage loan is not evidenced by an original note
                and (iv)
                the issuance of a new instrument in lieu thereof (items (i) through
                (iv)
                above hereinafter referred to as the “Losses”) and (b) if required by any
                Rating Agency in connection with placing such Lost Note into a
                Pass-Through Transfer, shall obtain a surety from an insurer acceptable
                to
                the applicable Rating Agency to cover any Losses with respect to
                such Lost
                Note.

            
	 	 
	 	
              11.
                This Affidavit is intended to be relied upon by the Purchaser, its
                successors and assigns. Seller represents and warrants that is has
                the
                authority to perform its obligations under this Affidavit of Lost
                Note.

            


    

     

    Executed
      this _ day of _______, 200_.

     

    
       

      
        
          	 	
                  

                
	 	 	 
	 	 	 
	 	By:  	 
	 	
                  

                
	 	
                  Name:

                  Title:

                


        

         

         

      

    

    On
      this __ day of ______, 200_, before me appeared ______________________ to me
      personally known, who being duly sworn did say that he is the
      _______________________ of ____________________, a ______________________ and
      that said Affidavit of Lost Note was signed and sealed on behalf of such
      corporation and said acknowledged this instrument to be the free act and deed
      of
      said entity.

     

    Signature:

     

    [Seal]

     

     

    EXHIBIT
      2

    





                                                        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 "5.02 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 5.02
statement, provided by the party indicated. Information under all other Items of Form 10-D is to be included in the Form
10-D report.



-----------------------------------------------------------------------------------------------------------------------------------------
                                                     MASTER       SECURITIES
FORM    ITEM    DESCRIPTION             SERVICERS    SERVICER     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                            X
                record dates,  accrual
                dates,   determination                            (5.02 STATEMENT)
                dates for  calculating
                distributions      and
                actual    distribution
                dates      for     the
                distribution period.
-----------------------------------------------------------------------------------------------------------------------------------------
                (2)     Cash     flows                            X
                received    and    the
                sources   thereof  for                            (5.02 STATEMENT)
                distributions,    fees
                and expenses.
-----------------------------------------------------------------------------------------------------------------------------------------
                (3)         Calculated                            X
                amounts            and
                distribution   of  the                            (5.02 STATEMENT)
                flow of funds  for the
                period   itemized   by
                type and  priority  of
                payment, including:
-----------------------------------------------------------------------------------------------------------------------------------------
                        (i)   Fees  or                            X
                expenses  accrued  and
                paid,      with     an                            (5.02 STATEMENT)
                identification  of the
                general   purpose   of
                such   fees   and  the
                party  receiving  such
                fees or expenses.
-----------------------------------------------------------------------------------------------------------------------------------------
                        (ii)  Payments                            X
                accrued  or paid  with
                respect             to                            (5.02 STATEMENT)
                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.
-----------------------------------------------------------------------------------------------------------------------------------------
                        (iii)                                     X
                Principal,    interest
                and              other                            (5.02 STATEMENT)
                distributions  accrued
                and    paid   on   the
                asset-backed
                securities   by   type
                and   by    class   or
                series     and     any
                principal  or interest
                shortfalls          or
                carryovers.
-----------------------------------------------------------------------------------------------------------------------------------------
                        (iv)       The                            X
                amount of excess  cash
                flow or excess  spread                            (5.02 STATEMENT)
                and  the   disposition
                of excess cash flow.
-----------------------------------------------------------------------------------------------------------------------------------------
                (4)    Beginning   and                            X
                ending       principal
                balances     of    the                            (5.02 STATEMENT)
                asset-backed
                securities.
-----------------------------------------------------------------------------------------------------------------------------------------
                (5)   Interest   rates                            X
                applicable    to   the
                pool  assets  and  the                            (5.02 STATEMENT)
                asset-backed
                securities,         as
                applicable.   Consider
                providing     interest
                rate  information  for
                pool     assets     in
                appropriate
                distributional  groups
                or incremental ranges.
-----------------------------------------------------------------------------------------------------------------------------------------
                (6)    Beginning   and                            X
                ending   balances   of
                transaction  accounts,                            (5.02 STATEMENT)
                such    as     reserve
                accounts,          and
                material       account
                activity   during  the
                period.
-----------------------------------------------------------------------------------------------------------------------------------------
                (7) Any amounts  drawn                            X
                on     any      credit
                enhancement  or  other                            (5.02 STATEMENT)
                support  identified in
                Item      1114      of
                Regulation    AB,   as
                applicable,   and  the
                amount   of   coverage
                remaining   under  any
                such  enhancement,  if
                known and applicable.
-----------------------------------------------------------------------------------------------------------------------------------------
                (8)  Number and amount                            X                                         Updated pool
                of pool  assets at the                                                                      composition
                beginning  and  ending                            (5.02 STATEMENT)                          information
                of  each  period,  and                                                                      fields to be as
                updated           pool                                                                      specified by
                composition                                                                                 Depositor from
                information,  such  as                                                                      time to time
                weighted       average
                coupon,       weighted
                average      remaining
                term,   pool   factors
                and         prepayment
                amounts.
-----------------------------------------------------------------------------------------------------------------------------------------
                (9)   Delinquency  and   X           X            X
                loss  information  for
                the period.                                       (5.02 STATEMENT)
-----------------------------------------------------------------------------------------------------------------------------------------
                In addition,  describe   X           X

                any  material  changes
                to   the   information
                specified    in   Item
                1100(b)(5)          of
                Regulation          AB
                regarding   the   pool
                assets. (methodology)
-----------------------------------------------------------------------------------------------------------------------------------------
                (10)   Information  on   X           X            X
                the amount,  terms and
                general   purpose   of                            (5.02 STATEMENT)
                any  advances  made or
                reimbursed  during the
                period,  including the
                general  use of  funds
                advanced    and    the
                general    source   of
                funds              for
                reimbursements.
-----------------------------------------------------------------------------------------------------------------------------------------
                (11)   Any    material   X           X            X
                modifications,
                extensions  or waivers                            (5.02 STATEMENT)
                to pool  asset  terms,
                fees,   penalties   or
                payments   during  the
                distribution    period
                or      that      have
                cumulatively    become
                material over time.
-----------------------------------------------------------------------------------------------------------------------------------------
                (12)          Material   X           X                                                      X
                breaches    of    pool
                asset  representations
                or    warranties    or
                transaction covenants.
-----------------------------------------------------------------------------------------------------------------------------------------
                (13)   Information  on                            X
                ratio,   coverage   or
                other  tests  used for                            (5.02 STATEMENT)
                determining  any early
                amortization,
                liquidation  or  other
                performance    trigger
                and     whether    the
                trigger was met.
-----------------------------------------------------------------------------------------------------------------------------------------
                (14)       Information                                                                      X
                regarding    any   new
                issuance            of
                asset-backed
                securities  backed  by
                the same asset pool,
-----------------------------------------------------------------------------------------------------------------------------------------
                     any  pool   asset   X           X            X                                         X
                     changes    (other
                     than           in
                     connection   with
                     a   pool    asset
                     converting   into
                     cash           in
                     accordance   with
                     its terms),  such
                     as  additions  or
                     removals       in
                     connection   with
                     a  prefunding  or
                     revolving  period
                     and  pool   asset
                     substitutions
                     and   repurchases
                     (and     purchase
                     rates,         if
                     applicable),  and
                     cash        flows
                     available     for
                     future
                     purchases,   such
                     as  the  balances
                     of            any
                     prefunding     or
                     revolving
                     accounts,      if
                     applicable.
-----------------------------------------------------------------------------------------------------------------------------------------
                     Disclose      any                                                                      X                 X
                     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.
-----------------------------------------------------------------------------------------------------------------------------------------
                ITEM     1121(B)     -                                                                      X
                PRE-FUNDING         OR
                REVOLVING       PERIOD
                INFORMATION

                Updated           pool
                information         as
                required   under  Item
                1121(b).
-----------------------------------------------------------------------------------------------------------------------------------------
        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,   X           X
                affiliated   Servicer,
                other         Servicer
                servicing  20% or more
                of  pool   assets   at
                time of report,  other
                material servicers
-----------------------------------------------------------------------------------------------------------------------------------------
                Securities                                        X

                Administrator
-----------------------------------------------------------------------------------------------------------------------------------------
                Originator  of  20% or                                                                      X

                more  of  pool  assets
                as of the Cut-off Date
-----------------------------------------------------------------------------------------------------------------------------------------
                Custodian                                                            X
-----------------------------------------------------------------------------------------------------------------------------------------
        3       SALES  OF   SECURITIES
                AND USE OF PROCEEDS
-----------------------------------------------------------------------------------------------------------------------------------------
                INFORMATION  FROM ITEM                                                                      X
                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.
-----------------------------------------------------------------------------------------------------------------------------------------
        4       DEFAULTS  UPON  SENIOR
                SECURITIES
-----------------------------------------------------------------------------------------------------------------------------------------
                INFORMATION  FROM ITEM                            X                             X
                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)
-----------------------------------------------------------------------------------------------------------------------------------------
        5       SUBMISSION OF MATTERS
                TO A VOTE OF SECURITY
                HOLDERS
-----------------------------------------------------------------------------------------------------------------------------------------
                INFORMATION FROM ITEM                             X                             X
                4 OF PART II OF FORM
                10-Q
-----------------------------------------------------------------------------------------------------------------------------------------
        6       SIGNIFICANT   OBLIGORS
                OF POOL ASSETS
-----------------------------------------------------------------------------------------------------------------------------------------
                ITEM     1112(B)     -                                                                      X                 X
                SIGNIFICANT    OBLIGOR
                FINANCIAL INFORMATION*
-----------------------------------------------------------------------------------------------------------------------------------------
                *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                                  X
                     applicable
                     disclosure
                     threshold
-----------------------------------------------------------------------------------------------------------------------------------------
                     Requesting                                   X
                     required
                     financial
                     information or
                     effecting
                     incorporation by
                     reference
-----------------------------------------------------------------------------------------------------------------------------------------
                ITEM 1115(B)     -
                DERIVATIVE
                COUNTERPARTY
                FINANCIAL INFORMATION*
-----------------------------------------------------------------------------------------------------------------------------------------
                     Determining                                                                            X
                     current   maximum
                     probable exposure
-----------------------------------------------------------------------------------------------------------------------------------------
                     Determining                                  X
                     current
                     significance
                     percentage
-----------------------------------------------------------------------------------------------------------------------------------------
                     Requesting                                   X
                     required
                     financial
                     information    or
                     effecting
                     incorporation  by
                     reference
-----------------------------------------------------------------------------------------------------------------------------------------
                *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   The Responsible Party for the applicable Form 8-K item as indicated below.
                INFORMATION   REQUIRED
                TO  BE   REPORTED   ON
                FORM  8-K  DURING  THE
                PERIOD  COVERED BY THE
                FORM   10-D   BUT  NOT
                REPORTED
-----------------------------------------------------------------------------------------------------------------------------------------
        9       EXHIBITS
-----------------------------------------------------------------------------------------------------------------------------------------
                Distribution report                               X
-----------------------------------------------------------------------------------------------------------------------------------------
                EXHIBITS  REQUIRED  BY                                                                      X
                ITEM       601      OF
                REGULATION  S-K,  SUCH
                AS MATERIAL AGREEMENTS
-----------------------------------------------------------------------------------------------------------------------------------------
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   X           X            X (if Master                  X (if       X (if Master      X (if
                required     regarding                            Servicer is not               Master      Servicer is not   Master
                entry      into     or                            a party)                      Servicer    a party)          Servicer
                amendment    of    any                                                          is not a                      is not a
                definitive   agreement                                                          party)                        party)
                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
-----------------------------------------------------------------------------------------------------------------------------------------
        1.02    TERMINATION OF A         X           X            X (if Master                  X (if       X (if Master      X (if
                MATERIAL    DEFINITIVE                            Servicer is not               Master      Servicer is not   Master
                AGREEMENT                                         a party)                      Servicer    a party)          Servicer
                                                                                                is not a                      is not a
                                                                                                party)                        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   X           X            X                  X          X           X                 X
                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
-----------------------------------------------------------------------------------------------------------------------------------------
        2.04    TRIGGERING EVENTS
                THAT ACCELERATE OR
                INCREASE A DIRECT
                FINANCIAL OBLIGATION
                OR AN OBLIGATION
                UNDER AN OFF-BALANCE
                SHEET ARRANGEMENT
-----------------------------------------------------------------------------------------------------------------------------------------
                Includes    an   early               X            X
                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 5.02
                statement
-----------------------------------------------------------------------------------------------------------------------------------------
        3.03    MATERIAL MODIFICATION
                TO RIGHTS OF SECURITY
                HOLDERS
-----------------------------------------------------------------------------------------------------------------------------------------
                Disclosure is                        X            X                             X           X
                required of any
                material modification
                to documents defining
                the rights of
                Certificateholders,
                including the Pooling
                and Servicing
                Agreement
-----------------------------------------------------------------------------------------------------------------------------------------
        5.03    AMENDMENTS TO
                ARTICLES OF
                INCORPORATION OR
                BYLAWS; CHANGE IN
                FISCAL YEAR
-----------------------------------------------------------------------------------------------------------------------------------------
                Disclosure is                                                                   X           X
                required of any
                amendment "to the
                governing documents
                of the issuing entity"
-----------------------------------------------------------------------------------------------------------------------------------------
        5.06    CHANGE     IN    SHELL
                COMPANY STATUS
-----------------------------------------------------------------------------------------------------------------------------------------
                [Not   applicable   to                                                                      X
                ABS issuers]
-----------------------------------------------------------------------------------------------------------------------------------------
        6.01    ABS INFORMATIONAL AND
                COMPUTATIONAL MATERIAL
-----------------------------------------------------------------------------------------------------------------------------------------
                [Not included in                                                                            X
                reports to be filed
                under Section 3.18]
-----------------------------------------------------------------------------------------------------------------------------------------
        6.02    CHANGE OF  SERVICER OR
                TRUSTEE
-----------------------------------------------------------------------------------------------------------------------------------------
                Requires    disclosure   X           X            X                             X           X
                of    any     removal,
                replacement,
                substitution or
                addition of any
                master servicer,
                affiliated   servicer,
                other         servicer
                servicing  10% or more
                of  pool   assets   at
                time of report,  other
                material    servicers,
                certificate
                administrator       or
                trustee.
-----------------------------------------------------------------------------------------------------------------------------------------
                Reg   AB    disclosure   X                                                      X           X
                about      any     new
                servicer  (from entity
                appointing         new
                servicer)  or  trustee
                (from   Depositor)  is
                also required.
-----------------------------------------------------------------------------------------------------------------------------------------
        6.03    CHANGE IN CREDIT
                ENHANCEMENT OR OTHER
                EXTERNAL SUPPORT
-----------------------------------------------------------------------------------------------------------------------------------------
                Covers  termination of                            X                             X           X
                any   enhancement   in
                manner  other  than by
                its     terms,     the
                addition     of     an
                enhancement,    or   a
                material   change   in
                the        enhancement
                provided.  Applies  to
                external        credit
                enhancements  as  well
                as derivatives.
-----------------------------------------------------------------------------------------------------------------------------------------
                Reg   AB    disclosure                                                                      X
                about      any     new
                enhancement   provider
                is also required.
-----------------------------------------------------------------------------------------------------------------------------------------
        6.04    FAILURE   TO   MAKE  A                            X                             X
                REQUIRED DISTRIBUTION
-----------------------------------------------------------------------------------------------------------------------------------------
        6.05    SECURITIES         ACT
                UPDATING DISCLOSURE
-----------------------------------------------------------------------------------------------------------------------------------------
                If any  material  pool                                                                      X
                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.
-----------------------------------------------------------------------------------------------------------------------------------------
                If  there  are any new                                                                      X
                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.
-----------------------------------------------------------------------------------------------------------------------------------------
        7.01    REGULATION FD            X           X            X                             X           X                 X
                DISCLOSURE
-----------------------------------------------------------------------------------------------------------------------------------------
        8.01    OTHER EVENTS
-----------------------------------------------------------------------------------------------------------------------------------------
                Any event, with                                                                             X
                respect to which
                information is not
                otherwise called for
                in Form 8-K, that the
                registrant deems  of
                importance to
                security holders.
-----------------------------------------------------------------------------------------------------------------------------------------
        9.01    FINANCIAL STATEMENTS     The Responsible Party applicable to reportable event.
                AND EXHIBITS
-----------------------------------------------------------------------------------------------------------------------------------------
10-K    Must be filed within 90 days of the fiscal year end for the registrant.
-----------------------------------------------------------------------------------------------------------------------------------------
        9B      OTHER INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------------
                Disclose any             The Responsible Party for the applicable Form 8-K as indicated above.
                information required
                to be reported   on
                Form  8-K  during  the
                fourth quarter
                covered  by  the  Form
                10-K but not reported
-----------------------------------------------------------------------------------------------------------------------------------------
        15      EXHIBITS AND
                FINANCIAL STATEMENT
                SCHEDULES
-----------------------------------------------------------------------------------------------------------------------------------------
                ITEM     1112(B)     -                                                                      X                 X
                SIGNIFICANT    OBLIGOR
                FINANCIAL INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------------
                ITEM    1114(B)(2)   -
                CREDIT     ENHANCEMENT
                PROVIDER     FINANCIAL
                INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------------
                    Determining                                   X
                    applicable
                    disclosure
                    threshold
-----------------------------------------------------------------------------------------------------------------------------------------
                    Requesting                                    X
                    required
                    financial
                    information or
                    effecting
                    incorporation by
                    reference
-----------------------------------------------------------------------------------------------------------------------------------------
                ITEM 1115(B) -
                DERIVATIVE
                COUNTERPARTY
                FINANCIAL INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------------
                    Determining                                                                             X
                    current    maximum
                    probable exposure
-----------------------------------------------------------------------------------------------------------------------------------------
                    Determining                                   X
                    current
                    significance
                    percentage
-----------------------------------------------------------------------------------------------------------------------------------------
                    Requesting                                    X
                    required
                    financial
                    information or
                    effecting
                    incorporation by
                    reference
-----------------------------------------------------------------------------------------------------------------------------------------
                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,   X           X
                affiliated Servicer,
                other Servicer
                servicing  20% or more
                of  pool assets   at
                time of report,  other
                material servicers
-----------------------------------------------------------------------------------------------------------------------------------------
                Securities                                        X
                Administrator
-----------------------------------------------------------------------------------------------------------------------------------------
                Originator  of  20% or                                                                      X                 X
                more  of  pool  assets
                as of the Cut-off Date
-----------------------------------------------------------------------------------------------------------------------------------------
                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
-----------------------------------------------------------------------------------------------------------------------------------------
                Master Servicer,         X           X
                affiliated   Servicer,
                other Servicer
                servicing  20% or more
                of  pool   assets   at
                time of report,  other
                material servicers
-----------------------------------------------------------------------------------------------------------------------------------------
                Securities                                        X
                Administrator
-----------------------------------------------------------------------------------------------------------------------------------------
                Originator                                                                                  X                 X
-----------------------------------------------------------------------------------------------------------------------------------------
                Custodian                                                            X    (with
                                                                                     respect to
                                                                                     affiliations
                                                                                     only)
-----------------------------------------------------------------------------------------------------------------------------------------
                Credit                                                                                      X                 X
                Enhancer/Support
                Provider
-----------------------------------------------------------------------------------------------------------------------------------------
                Significant Obligor                                                                         X                 X
-----------------------------------------------------------------------------------------------------------------------------------------
                ITEM 1122 -              X           X            X                  X
                ASSESSMENT OF
                COMPLIANCE WITH
                SERVICING CRITERIA
-----------------------------------------------------------------------------------------------------------------------------------------
                ITEM  1123 -  SERVICER   X           X
                COMPLIANCE STATEMENT
-----------------------------------------------------------------------------------------------------------------------------------------



                                                                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]
Old Annapolis Road
Columbia, Maryland 21045
Fax: (410) 715-2380
E-mail:  cts.sec.notifications@wellsfargo.com
Attn: Corporate Trust Services - ACE 2006-ASAP1 - 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-ASAP1

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 January 1, 2006 (the
"Pooling and Servicing Agreement"), among Ace Securities Corp., as depositor, Saxon Mortgage Services, Inc., as
servicer, Wells Fargo, National Association, as master servicer and as securities administrator, and HSBC Bank USA,
National Association, as trustee, the undersigned, as [_____________________] hereby notifies you that certain events
have come to our attention that [will][may] need to be disclosed on Form [10-D][10-K][8-K].

DESCRIPTION OF ADDITIONAL FORM [10-D][10-K][8-K] DISCLOSURE:



LIST OF ANY ATTACHMENTS HERETO TO BE INCLUDED IN THE ADDITIONAL FORM [10-D][10-K][8-K] DISCLOSURE:


         Any inquiries related to this notification should be directed to [______________], phone number [__________];
email address [_______________].



                                                   [NAME OF PARTY]
                                                   As [role]

                                                   By:
                                                      --------------------------
                                                   Name:
                                                   Title:



                                                        EXHIBIT I

                                                     SWAP AGREEMENT




  
     

    Deutsche
      Bank 

    Aktiengesellschaft


     

    
      	
              Date:

            	
              January
                30, 2006

            
	 	 
	
              To:

            	
              HSBC
                Bank USA, National Association, not in its individual capacity, but
                solely
                as trustee for the supplemental interest trust created pursuant to
                the
                Pooling and Servicing Agreement, with respect to the ACE Securities
                Corp.
                Home Equity Loan Trust, Series 2006-ASAP1 Asset Backed Pass Through
                Certificates

            
	 	 
	
              Attention:

            	 
	
              Facsimile
                no.:

            	 
	 	 
	
              Our
                Reference:

            	
              Global
                No. N444188N
                

            
	 	 
	
              Re:

            	
              Interest
                Rate Swap Transaction

            


    

    


    


    Ladies
      and Gentlemen:

    


    The
      purpose of this letter agreement ("Agreement") is to confirm the terms and
      conditions of the Transaction entered into on the Trade Date specified below
      (the "Transaction") between Deutsche Bank AG ("DBAG") and HSBC Bank USA,
      National Association, not individually, but solely as trustee of the
      Supplemental Interest Trust (“Counterparty”) created under the Pooling and
      Servicing Agreement, dated and effective as of January 1,
      2006, among Ace Securities Corp., as Depositor, Saxon Mortgage Services, Inc.,
      as Servicer, Wells Fargo Bank, National Association, as Master Servicer and
      Securities Administrator, and HSBC Bank USA, National Association, as Trustee
      (the “Pooling and Servicing Agreement”). This Agreement, which evidences a
      complete and binding agreement between you and us to enter into the Transaction
      on the terms set forth below, constitutes a "Confirmation" as referred to in
      the
      "ISDA Form Master Agreement" (as defined below), as well as a “Schedule” as
      referred to in the ISDA Form Master Agreement.

    


    1. This
      Agreement is subject to the 2000
      ISDA Definitions (the
      “Definitions”), as published by the International Swaps and Derivatives
      Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
      in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
      (Multicurrency—Cross Border) form (the "ISDA Form Master Agreement") but,
      rather, an ISDA Form Master Agreement shall be deemed to have been executed
      by
      you and us on the date we entered into the Transaction. In the event of any
      inconsistency between the provisions of this Agreement and the Definitions
      or
      the ISDA Form Master Agreement, this Agreement shall prevail for purposes of
      the
      Transaction. Terms capitalized but not defined herein shall have the meanings
      attributed to them in the Pooling and Servicing Agreement.

    


    


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

    


    
      	 	
              Notional
                Amount:

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

            
	 	 	 
	 	
              Trade
                Date:

            	
              January
                25, 2006

            
	 	 	 
	 	
              Effective
                Date:

            	
              January
                30, 2006

            
	 	 	 
	 	
              Termination
                Date:

            	
              July
                25, 2009

            


    

     

     

    Fixed
      Amounts:

     

     

    
      	 	
              Fixed
                Rate Payer:

            	
              Counterparty

            
	 	 	 
	 	
              Fixed
                Rate Payer Period End Dates:

            	
              The
                25th day of each month, commencing February 25, 2006, through and
                including the Termination Date, subject to No
                adjustment

            
	 	 	 
	 	
              Fixed
                Rate Payer Payment Dates:

            	
              One
                Business Day prior to each Floating Rate Payer Period End
                Date.

            
	 	 	 
	 	
              Fixed
                Rate:

            	
              4.73
                %

            
	 	 	 
	 	
              Fixed
                Rate Day Count Fraction:

            	
              30/360

            
	 	 	 
	 	
              Additional
                Fixed Payment

            	
              On
                Effective Date, Counterparty will make a payment to DBAG of
                USD$580,000.

            


    

    


    


    Floating
      Amounts:

    


    
      	 	
              Floating
                Rate Payer:

            	
              DBAG

            
	 	 	 
	 	
              Floating
                Rate Payer Period End Dates:

            	
              The
                25th day of each month, commencing February 25, 2006, through and
                including the Termination Date, subject to adjustment in accordance
                with
                the Modified Following Business Day Convention.

            
	 	 	 
	 	
              Floating
                Rate Payer Payment Dates:

            	
              One
                Business Day prior to each Floating Rate Payer Period End
                Date.

            
	 	 	 
	 	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA

            
	 	 	 
	 	
              Designated
                Maturity:

            	
              1
                month

            
	 	 	 
	 	
              Spread:

            	
              None

            
	 	 	 
	 	
              Floating
                Rate Day Count Fraction:

            	
              Actual/360

            
	 	 	 
	 	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period

            
	 	 	 
	 	
              Compounding:

            	
              Inapplicable

            
	 	 	 


    

    


    
      	
              Calculation
                Agent:

            	
              DBAG

            
	 	 
	
              Business
                Days:

            	
              New
                York 

            
	 	 
	 	 
	
              3.
                Additional Provisions:

            	
              Each
                party hereto is hereby advised and acknowledges that the other party
                has
                engaged in (or refrained from engaging in) substantial financial
                transactions and has taken (or refrained from taking) other material
                actions in reliance upon the entry by the parties into the Transaction
                being entered into on the terms and conditions set forth herein and
                in the
                Confirmation relating to such Transaction, as
                applicable.

            


    

     

     

    4.
      Provisions
      Deemed Incorporated in a Schedule to the ISDA Form Master
      Agreement:

    
       

      1)
        The parties agree that subparagraph (ii) of Section 2(c) of the ISDA
        Form
        Master Agreement will apply to any Transaction.

    

     

    2)
      Termination
      Provisions.
      Subject to the provisions of paragraph 13 below, for purposes of the ISDA Form
      Master Agreement:

    


    (a) "Specified
      Entity" is not applicable to DBAG or Counterparty for any purpose. 

    


    (b) “Breach
      of Agreement” provision of Section 5(a)(ii) will not apply to DBAG or
      Counterparty.

    


    (c) “Credit
      Support Default” provisions of Section 5(a)(iii) will not apply to Counterparty
      and will not apply to DBAG unless DBAG has obtained a guarantee or posted
      collateral pursuant to paragraph 12 below.

    


    (d) “Misrepresentation”
      provisions of Section 5(a)(iv) will not apply to DBAG or
      Counterparty.

    


    (e) "Specified
      Transaction" is not applicable to DBAG or Counterparty for any purpose, and,
      accordingly, Section 5(a)(v) shall not apply to DBAG or
      Counterparty.

    


    (f) The
      "Cross Default" provisions of Section 5(a)(vi) will not apply to DBAG or to
      Counterparty. 

    


    (g) With
      respect to the Counterparty, the "Bankruptcy" provision of Section 5(a)(vii)(2)
      will be deleted in its entirety.

    


    (h) The
      "Merger Without Assumption" provisions of Section 5(a)(viii) will not apply
      to
      Counterparty. 

    


    (i) The
      "Tax Event Upon Merger" provisions of Section 5(b)(iii) will not apply to DBAG
      as Burdened Party.

    


    (j) The
      "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to
      DBAG
      or to Counterparty.

    


    (k) The
      "Automatic Early Termination" provision of Section 6(a) will not apply to DBAG
      or to Counterparty.

    


    (l) Payments
      on Early Termination. For the purpose of Section 6(e) of the ISDA Form Master
      Agreement:

    


    (i) Market
      Quotation will apply.

    (ii) The
      Second Method will apply. 

    


    (m) "Termination
      Currency" means United States Dollars. 

    


    3)
      Tax Representations. 

    


    
      	 	
              Payer
                Representations. For the purpose of Section 3(e) of the
                ISDA Form Master
                Agreement, DBAG and Counterparty make the following
                representations:

            


    

    


    
      	 	 	
              It
                is not required by any applicable law, as modified by the practice
                of any
                relevant governmental revenue authority, of any Relevant Jurisdiction
                to
                make any deduction or withholding for or on account of any Tax from
                any
                payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)
                of
                the
                ISDA Form Master
                Agreement) to be made by it to the other party under this Agreement.
                In
                making this representation, it may rely on (i) the accuracy of any
                representations made by the other party pursuant to Section 3(f)
                of
                the
                ISDA Form Master
                Agreement, (ii) the satisfaction of the agreement contained in Section
                4(a)(i) or 4(a)(iii) of the
                ISDA Form Master
                Agreement and the accuracy and effectiveness of any document provided
                by
                the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the
                ISDA Form Master
                Agreement and (iii) the satisfaction of the agreement of the other
                party
                contained in Section 4(d) of the
                ISDA Form Master
                Agreement, provided that it shall not be a breach of this representation
                where reliance is placed on clause (ii) and the other party does
                not
                deliver a form or document under Section 4(a)(iii) by reason of material
                prejudice of its legal or commercial
                position.

            


    

    


    
      	 	
              Payee
                Representations. For the purpose of Section 3 (f) of the
                ISDA Form Master
                Agreement, DBAG and Counterparty make the following
                representations:

            


    

    


    (i) DBAG
      represents that it
      is a “foreign person” within the meaning of the applicable U.S. Treasury
      Regulations concerning information reporting and backup withholding tax (as
      in
      effect on January 1, 2001), unless DBAG provides written notice to Counterparty
      that it is no longer a foreign person. In respect of this Transaction it enters
      into through an office or discretionary agent in the United States or which
      otherwise is allocated for United States federal income tax purposes to such
      United States trade or business, each payment received or to be received by
      it
      under such Transaction will be effectively connected with its conduct of a
      trade
      or business in the United States.

     

    
      (ii)
        Counterparty
        represents that it is trustee for the Supplement Interest Trust created under
        the Pooling and Servicing Agreement.

       

    

    4)
      The ISDA Form Master Agreement is hereby amended as follows: 

     

    (a)
      The word “third” shall be replaced by the word “second” in the third line of
      Section 5(a)(i) of the ISDA Form Master Agreement; 

    


    5)
      Documents
      to be Delivered.
      For the purpose of Section 4(a)(i) and (ii) of the ISDA Form Master Agreement,
      each party agrees to deliver the following documents, as
      applicable:

    


    (1) Tax
      forms, documents, or certificates to be delivered are:

     

    
      	
              Party
                required to deliver document

            	
              Form/Document/

              Certificate

            	
              Date
                by which to

              be
                delivered

            
	 	 	 
	
              DBAG
                and

              the
                Counterparty

            	
              Any
                document required or reasonably requested to allow the other party
                to make
                payments under this Agreement without any deduction or withholding
                for or
                on the account of any Tax or with such deduction or withholding at
                a
                reduced rate

            	
              Promptly
                after the earlier of (i) reasonable demand by either party or (ii)
                learning that such form or document is
                required

            


    

     

    (2) Other
      documents to be delivered are:

     

    
      	
              Party
                required to deliver document

            	
              Form/Document/

              Certificate

            	
              Date
                by which to

              be
                delivered

            	
              Covered
                by Section 3(d) Representation

            
	
              DBAG
                and

              the
                Counterparty

            	
              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver this Agreement, any Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under this Agreement, such Confirmation and/or Credit Support Document,
                as
                the case may be

            	
              Upon
                the execution and delivery of this Agreement and such
                Confirmation

            	
              Yes

            
	 	 	 	 
	
              DBAG
                and

              the
                Counterparty

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

            	
              Upon
                the execution and delivery of this Agreement and such
                Confirmation

            	
              Yes

            


    

    


    6)
       Miscellaneous

    


    
      	
              (a)

            	
              Address
                for Notices: For the purposes of Section 12(a) of the ISDA Form
                Master Agreement:

            
	 	 
	 	
              Addresses
                for notices or communications to DBAG:

            
	 	 
	 	
              Addresses
                for notices to DBAG under Sections 5 or 6 (other than notices under
                Section 5(a)(i)) shall be sent to:

            
	 	 
	 	
              Deutsche
                Bank AG, Head Office

            
	 	
              Taunusanlage
                12

            
	 	
              60262
                Frankfurt

            
	 	
              GERMANY

            
	 	
              Attention:
                Legal Department

            
	 	
              Telex
                No: 411836 or 416731 or 41233

            
	 	
              Answerback:      
                DBF-D

            
	 	 
	 	
              All
                other notices to DBAG shall be sent directly to the Office through
                which
                DBAG is acting for the relevant Transaction, using the address and
                contact
                particulars specified in the Confirmation of that Transaction or
                otherwise
                notified.

            
	 	 
	 	
              Address
                for notices or communications to the
                Counterparty:

            


    

     

    
      	 	Address:	
              HSBC Bank USA, National Association

              452 Fifth Avenue

              
                New
                  York, NY 10018

                Attention:
                  ACE Securities Corp., 2006-ASAP1

              

            
	 	(For all purposes)
	 	 	 
	 	
              With
                copy to:

            	
              Wells
                Fargo Bank, N.A.

              
                9062
                  Old Annapolis Road

                Columbia,
                  MD 21045

                Attention:
                  Client Manager - Ace 2006-ASAP1

                Tel:
                  410-884-2000

                Fax:
                  410-715-2380

              

            


    

     

    
      	
              (b)

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

            
	 	 	 
	 	
               

            	
              
                DBAG
                  appoints as its       Not
                  Applicable

              

            
	 	 	 
	 	
               

            	
              
                The
                  Counterparty appoints as its      
                  Not Applicable

              

            
	 	 	 
	
              (c)

            	
              Offices.
                The provisions of Section 10(a) will not apply to this
                Agreement.

            
	 	 	 
	
              (d)

            	
              Multibranch
                Party. For the purpose of Section 10(c) of the ISDA Form Master
                Agreement:

            
	 	 	 
	 	
              DBAG
                is not a Multibranch Party.

            
	 	 	 
	 	
              The
                Counterparty is not a Multibranch Party.

            
	 	 	 
	
              (e) 

            	
              Calculation
                Agent. The Calculation Agent is DBAG.

            
	 	 	 
	
              (f)

            	
              Credit
                Support Document.

            
	 	 
	 	
              DBAG:
                Not applicable, except for any guarantee or contingent agreement
                delivered
                pursuant to paragraph 12 below.

            
	 	 	 
	 	
              The
                Counterparty: Not Applicable

            
	 	 	 
	
              (g)

            	
              Credit
                Support Provider.

            
	 	 	 
	 	
              DBAG:Not
                Applicable for so long as no Credit Support Document is delivered
                under
                paragraph 12 below, otherwise, to the party that is the primary obligor
                under the Credit Support Document.

            
	 	 	 
	 	
              The
                Counterparty:Not Applicable

            


    

    


    (h) Governing
      Law. The
      parties to this Agreement hereby agree that the law of the State of New York
      shall govern their rights and duties in whole without regard to conflict of
      law
      provisions thereof other than New York General Obligations Law Sections 5-1401
      and 5-1402. 

    


    (i) Severability. If
      any term, provision, covenant, or condition of this Agreement, or the
      application thereof to any party or circumstance, shall be held to be invalid
      or
      unenforceable (in whole or in part) for any reason, the remaining terms,
      provisions, covenants, and conditions hereof shall continue in full force and
      effect as if this Agreement had been executed with the invalid or unenforceable
      portion eliminated, so long as this Agreement as so modified continues to
      express, without material change, the original intentions of the parties as
      to
      the subject matter of this Agreement and the deletion of such portion of this
      Agreement will not substantially impair the respective benefits or expectations
      of the parties. 

    


    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition. 

    


    (j) Consent
      to Recording. 
      Each party hereto consents to the monitoring or recording, at any time and
      from
      time to time, by the other party of any and all communications between officers
      or employees of the parties, waives any further notice of such monitoring or
      recording, and agrees to notify its officers and employees of such monitoring
      or
      recording. 

    


    (k) Waiver
      of Jury Trial. Each
      party waives any right it may have to a trial by jury in respect of any
      Proceedings relating to this Agreement or any Credit Support Document.


    


    (l) Trustee
      Capacity. It is expressly understood and agreed by the parties hereto that
      insofar as this Confirmation is executed by the Trustee (i) this Confirmation
      is
      executed and delivered by HSBC Bank USA, National Association not in its
      individual capacity but solely as trustee for the Supplement Interest Trust
      created under the Pooling and Servicing Agreement referred to in this
      Confirmation in the exercise of the powers and authority conferred and invested
      in it thereunder (ii) each of the representations, undertakings and agreements
      herein made on behalf of the Supplemental Interest Trust is made and intended
      not as personal representations, undertakings and agreements by HSBC Bank,
      National Association but is made and intended for the purposes of binding only
      the Supplement Interest Trust, (iii) nothing herein contained shall be construed
      as creating any liability on the part of HSBC Bank USA, National Association,
      individually or personally, to perform any covenant either expressed or implied
      contained herein, all such liability, if any, being expressly waived by the
      parties hereto and by any Person claiming by, through or under the parties
      hereto, (iv) under no circumstances shall HSBC Bank USA, National Association
      in
      its individual capacity be personally liable for the payment of any indebtedness
      or expenses or be personally liable for the breach or failure of any obligation,
      representation, warranty or covenant made or undertaken under this Confirmation
      or any other related documents, and (v) the parties hereto acknowledge and
      agree
      that under (a) the Pooling and Servicing Agreement, and (b) this Agreement,
      the
      Securities Administrator may act for Counterparty hereunder, and DBAG hereby
      acknowledges and agrees that it will, unless otherwise directed by the
      Supplemental Interest Trust Trustee or the Securities Administrator, make all
      payments hereunder to the account specified below. DBAG shall be entitled to
      rely, shall be fully protected in relying, and shall incur no liability from
      relying in good faith, upon any writing, resolution, notice, consent,
      certificate, affidavit, letter, telegram, facsimile or telephone message,
      statement or other document or conversation believed by it to be genuine and
      correct and to have been signed, sent or made by the Securities Administrator.
      

    


    (m) Proceedings.
      DBAG shall not institute against or cause any other person to institute against,
      or join any other person in instituting against, Ace Securities Corp., Ace
      Securities Corp. Home Equity Loan Trust, Series 2006-ASAP1 or HSBC Bank USA,
      National Association, not individually, but solely as Trustee for the
      Supplemental Interest Trust any bankruptcy, reorganization, arrangement,
      insolvency or liquidation proceedings, or other proceedings under any federal
      or
      state bankruptcy or similar law for a period of one year and one day (or, if
      longer, the applicable preference period) following payment in full of the
      Certificates. This provision will survive the termination of this
      Agreement.

    


    (n) DBAG
      hereby agrees that, notwithstanding any provision of this agreement to the
      contrary, Counterparty’s obligations to pay any amounts owing under this
      Agreement shall be subject to Section 5.01 of the Pooling and Servicing
      Agreement and DBAG’s right to receive payment of such amounts shall be subject
      to Section 5.01 of the Pooling and Servicing Agreement. This provision will
      survive the termination of this Agreement.

    


    7)
      "Affiliate." DBAG and Counterparty shall be deemed to not have any Affiliates
      for purposes of this Agreement, including for purposes of Section 6(b)(ii).
      This
      provision will survive the termination of this Agreement.

     

    8)
      Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
      the
      end thereof the following subsection (g): 

    


    "(g) Relationship
      Between Parties.
      

    


    Each
      party represents to the other party on each date when it enters into a
      Transaction that:--

    


    (1)
      Nonreliance.
      It is not relying on any statement or representation of the other party
      regarding the Transaction (whether written or oral), other than the
      representations expressly made in this Agreement or the Confirmation in respect
      of that Transaction. 

    


    (2)
      Evaluation
      and Understanding.
      

    


    (i)
      DBAG is acting for its own account and HSBC Bank USA, National Association
      is
      acting as trustee for the Supplemental Interest Trust created under the Pooling
      and Servicing Agreement and not for its own account. Each party has the capacity
      to evaluate (internally or through independent professional advice) the
      Transaction and has made its own decision to enter into the
      Transaction;

    


    (ii)
      It understands the terms, conditions and risks of the Transaction and is willing
      and able to accept those terms and conditions and to assume those risks,
      financially and otherwise; and 

    


    (3) Purpose.
      It is an “eligible swap participant” as such term is defined in Section
      35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under, and an “eligible
      contract participant” as defined in Section 1(a)(12) of, the Commodity Exchange
      Act, as amended, and it is entering into the Transaction for the purposes of
      managing its borrowings or investments, hedging its underlying assets or
      liabilities or in connection with a line of business. 

    


    (4) Status
      of Parties.
      The other party is not acting as an agent, fiduciary or advisor for it in
      respect of the Transaction.”

    


    9)
      Set-off. 
      Notwithstanding any provision of this Agreement or any other existing or future
      agreement, each party irrevocably waives any and all rights it may have to
      set
      off, net, recoup or otherwise withhold or suspend or condition payment or
      performance of any obligation between it and the other party hereunder against
      any obligation between it and the other party under any other agreements. The
      provisions for Set-off set forth in Section 6(e) of the Agreement shall not
      apply for purposes of this Transaction.

    


    10)
      Transfer,
      Amendment and Assignment.
      No transfer, amendment, waiver, supplement, assignment or other modification
      of
      this Transaction shall be permitted by either party unless each of Standard
      & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc.
      (“S&P”), Dominion Bond Rating Service Limited (“DBRS”) and Moody’s Investors
      Service, Inc. (“Moody’s”) has been provided notice of the same and confirms in
      writing (including by facsimile transmission) that it will not downgrade,
      qualify, withdraw or otherwise modify its then-current rating of the
      Certificates.

    


    11)
      Additional
      Termination Events.
      The following Additional Termination Events will apply, in each case with
      respect Counterparty as the sole Affected Party (unless otherwise provided
      below): 

     

    
      	 	
              (i)

            	
              DBAG
                fails to comply with the Rating Agency Downgrade provisions as set
                forth
                in Section 12 below. For all purposes of this Agreement, DBAG shall
                be the
                sole Affected Party with respect to the occurrence of a Termination
                Event
                described in this Section 11(i).

            
	 	 	 
	 	
              (ii)

            	
              With
                respect to Counterparty only, any amendment to the Pooling and Servicing
                Agreement which materially adversely affects any of DBAG's rights
                thereunder is made without prior written consent of DBAG, where such
                consent is required under the Pooling and Servicing
                Agreement.

            
	 	 	 
	 	
              (iii)
                

            	
              If
                the Trustee is unable to pay its Class A Certificates or fails or
                admits
                in writing its inability to pay its Class A Certificates as they
                become
                due.

            
	 	 	 
	 	
              (iv)

            	
              If,
                at any time, the Master Servicer purchases the Mortgage Loans pursuant
                to
                Section 10.01 of the Pooling and Servicing Agreement, then an Additional
                Termination Event shall have occurred and Counterparty shall be the
                sole
                Affected Party with respect thereto; provided, however, that
                notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement,
                only
                Counterparty shall have the right to designate an Early Termination
                Date
                in respect of this Additional Termination Event.

            
	 	 	 
	 	
              (v)

            	
              If,
                upon the occurrence of a Swap Disclosure Event (as defined in Part
                13
                below) DBAG has not, within 15 days after such Swap Disclosure Event
                complied with any of the provisions set forth in Part 13(iii) below,
                then
                an Additional Termination Event shall have occurred with respect
                to DBAG
                and DBAG shall be the sole Affected Party with respect to such Additional
                Termination Event.

            


    

    


    12)
      Rating
      Agency Downgrade.
      In the event that DBAG’s short-term unsecured and unsubordinated debt rating is
      withdrawn or reduced below “A-1” by S&P or, if DBAG has both a long-term
      credit rating and a short-term credit rating from Moody’s, and either its
      long-term unsecured and unsubordinated debt rating is withdrawn or reduced
      below
“A2” by Moody’s or its short-term credit rating is withdrawn or reduced below
“P-1” by Moody’s (and together with S&P and DBRS, the “Swap Rating
      Agencies”, and such rating thresholds, “Approved Rating Thresholds”), then
      within 30 days after such rating withdrawal or downgrade, DBAG shall, subject
      to
      the Rating Agency Condition and at its own expense, either (i) cause another
      entity to replace DBAG as party to this Agreement that meets or exceeds the
      Approved Rating Thresholds on terms substantially similar to this Agreement,
      (ii) obtain a guaranty of, or a contingent agreement of another person with
      the
      Approved Rating Thresholds, to honor, DBAG’s obligations under this Agreement,
      (iii) post collateral which will be sufficient to restore the immediately prior
      ratings of the Certificates, or (iv) establish any other arrangement
      satisfactory to the Swap Rating Agencies, which will be sufficient to restore
      the immediately prior ratings of the Certificates. In the event that DBAG’s
      long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or
      its short-term unsecured and unsubordinated debt rating is reduced below “A-3”
or is withdrawn by S&P, then within 10 days after such rating withdrawal or
      downgrade, DBAG shall, subject to the Rating Agency Condition and at its own
      expense, either (i) cause another entity to replace DBAG as party to this
      Agreement that meets or exceeds the Approved Rating Thresholds on terms
      substantially similar to this Agreement or (ii) obtain a guaranty of, or a
      contingent agreement of another person with the Approved Rating Thresholds,
      to
      honor, DBAG’s obligations under this Agreement. For purposes of this provision,
“Rating Agency Condition” means, with respect to any particular proposed act or
      omission to act hereunder that the party acting or failing to act must consult
      with each of the Swap Rating Agencies then providing a rating of the
      Certificates and receive from each of the Swap Rating Agencies a prior written
      confirmation that the proposed action or inaction would not cause a downgrade
      or
      withdrawal of the then-current rating of the Certificates.

    


    13)
      Compliance
      with Regulation AB.
      

    


    
      	 	
              (i)

            	
              DBAG
                agrees and acknowledges that Ace Securities Corp. (“ACE”) is required
                under Regulation AB under the Securities Act of 1933, as amended,
                and the
                Securities Exchange Act of 1934, as amended (the “Exchange Act”)
                (“Regulation AB”), to disclose certain financial information regarding
                DBAG or its group of affiliated entities, if applicable, depending
                on the
                aggregate “significant percentage” of this Agreement and any other
                derivative contracts between DBAG or its group of affiliated entities,
                if
                applicable, and Counterparty, as calculated from time to time in
                accordance with Item 1115 of Regulation AB.

            
	 	 	 
	 	
              (ii)

            	
              It
                shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                Business Day after the date hereof, ACE requests from DBAG the applicable
                financial information described in Item 1115 of Regulation AB (such
                request to be based on a reasonable determination by ACE, in good
                faith,
                that such information is required under Regulation AB) (the “Swap
                Financial Disclosure”).

            
	 	 	 
	 	
              (iii)

            	
              Upon
                the occurrence of a Swap Disclosure Event, DBAG, at its own expense,
                shall
                (a) provide to ACE the Swap Financial Disclosure, (b) secure another
                entity to replace DBAG as party to this Agreement on terms substantially
                similar to this Agreement which entity (or a guarantor therefore)
                meets or
                exceeds the Approved Rating Thresholds and which satisfies the Rating
                Agency Condition and which entity is able to comply with the requirements
                of Item 1115 of Regulation AB or (c) obtain a guaranty of the DBAG’s
                obligations under this Agreement from an affiliate of the DBAG, subject
                to
                the Rating Agency Condition, that is able to comply with the financial
                information disclosure requirements of Item 1115 of Regulation AB,
                such
                that disclosure provided in respect of the affiliate will satisfy
                any
                disclosure requirements applicable to the Swap Provider, and cause
                such
                affiliate to provide Swap Financial Disclosure. If permitted by Regulation
                AB, any required Swap Financial Disclosure may be provided by
                incorporation by reference from reports filed pursuant to the Exchange
                Act. 

            
	 	 	 
	 	
              (iv)

            	
              DBAG
                and the primary obligor under any Credit Support Document agree that,
                in
                the event that DBAG provides Swap Financial Disclosure to ACE in
                accordance with Part 13(iii)(a) or causes its affiliate to provide
                Swap
                Financial Disclosure to ACE in accordance with Part 13(iii)(c), DBAG
                and
                such primary obligor will indemnify and hold harmless ACE, its respective
                directors or officers and any person controlling ACE, from and against
                any
                and all losses, claims, damages and liabilities caused by any untrue
                statement or alleged untrue statement of a material fact contained
                in such
                Swap Financial Disclosure or caused by any omission or alleged omission
                to
                state in such Swap Financial Disclosure a material fact, when considered
                in conjunction with any other information regarding Party A or the
                derivative instrument being written by Party A in the final prospectus
                for
                ACE-2006-SL1, required to be stated therein or necessary to make
                the
                statements therein, in light of the circumstances under which they
                were
                made, not misleading.

            


    

    


    14)
      Third
      Party Beneficiary.
      ACE shall be an express third party beneficiary of this Agreement as if a party
      hereto to the extent of ACE’s rights explicitly specified herein.

     

    15)
      Deduction
      or Withholding for Tax.
      The provisions of Section 2(d)(i)(4) and 2(d)(ii) of the ISDA Form Master
      Agreement shall not apply to Counterparty and Counterparty shall not be required
      to pay any additional amounts referred to therein.  

    


    


    5. Account
      Details:

    


    Account
      Details for DBAG: 

    


    Deutsche
      Bank Trust Company Americas,
      New York

    Acct#
      01
      473 969 

    Swift
      Code: BKTRUS33

    


    Account
      Details for Counterparty:

    


    Wells
      Fargo Bank, NA

    ABA
      # 121000248

    Account
      Name: SAS Clearing

    Account
      # 3970771416

    FFC
      to: 50892101

    


    6. Offices:

    


    The
      Office of DBAG for this Transaction is New York

     

    7. Please
      confirm that the foregoing correctly sets forth the terms of our agreement
      by
      having an authorized officer sign this Confirmation and return it via facsimile
      to:

    


    
      	 	
              Attention:
                Derivative Documentation

            	 
	 	
              Telephone:
                44 20 7547 4755

            	 
	 	
              Facsimile:
                44 20 7545 9761

            	 
	 	
              E-mail:
                derivative.documentation@db.com

            	 


    

    


    This
      message will be the only form of Confirmation dispatched by us. If you wish
      to
      exchange hard copy forms of this Confirmation, please contact us.

    


    


    Yours
      sincerely,

    


    


    DEUTSCHE
      BANK AG - New York Branch

    


    


    


    By: ____________________________________

    Name: __________________________________

    Title: Authorized
      Signatory

    


    


    


    By: ____________________________________

    Name: __________________________________

    Title: Authorized
      Signatory

    


    


    


    


    


    Confirmed
      as of the date first written above:

    


    HSBC
      Bank USA, National Association, not in its individual capacity, but solely
      as
      trustee for the Supplemental Interest Trust, with respect to the ACE Securities
      Corp. Home Equity Loan Trust, Series 2006-ASAP1 Asset Backed Pass Through
      Certificates.

    


    


    


    By: ____________________________________

    Name: __________________________________

    Title: ___________________________________

    


    SCHEDULE
      I

    (With
      respect to each Fixed Rate Payer Period End Date, all such dates are with No
      Adjustment, and with respect to each Floating Rate Payer Period End Date, all
      such dates are subject to adjustment in accordance with the Modified Following
      Business Day Convention.)

    


    


    
      	
              Accrue
                from Date

            	
              Accrue
                to Date

            	
              Notional

            
	
              1/30/2006

            	
              2/25/2006

            	
              493,170,820.66

            
	
              2/25/2006

            	
              3/25/2006

            	
              483,835,599.99

            
	
              3/25/2006

            	
              4/25/2006

            	
              473,180,426.09

            
	
              4/25/2006

            	
              5/25/2006

            	
              461,243,495.38

            
	
              5/25/2006

            	
              6/25/2006

            	
              448,074,867.45

            
	
              6/25/2006

            	
              7/25/2006

            	
              433,738,140.19

            
	
              7/25/2006

            	
              8/25/2006

            	
              418,338,956.35

            
	
              8/25/2006

            	
              9/25/2006

            	
              402,007,921.51

            
	
              9/25/2006

            	
              10/25/2006

            	
              385,140,827.31

            
	
              10/25/2006

            	
              11/25/2006

            	
              368,966,512.53

            
	
              11/25/2006

            	
              12/25/2006

            	
              353,472,178.12

            
	
              12/25/2006

            	
              1/25/2007

            	
              338,629,343.24

            
	
              1/25/2007

            	
              2/25/2007

            	
              324,410,581.53

            
	
              2/25/2007

            	
              3/25/2007

            	
              310,789,622.49

            
	
              3/25/2007

            	
              4/25/2007

            	
              297,741,302.63

            
	
              4/25/2007

            	
              5/25/2007

            	
              285,233,673.14

            
	
              5/25/2007

            	
              6/25/2007

            	
              273,195,799.14

            
	
              6/25/2007

            	
              7/25/2007

            	
              261,019,481.54

            
	
              7/25/2007

            	
              8/25/2007

            	
              249,021,222.28

            
	
              8/25/2007

            	
              9/25/2007

            	
              232,405,131.39

            
	
              9/25/2007

            	
              10/25/2007

            	
              195,026,717.76

            
	
              10/25/2007

            	
              11/25/2007

            	
              164,077,802.44

            
	
              11/25/2007

            	
              12/25/2007

            	
              138,624,822.44

            
	
              12/25/2007

            	
              1/25/2008

            	
              119,843,370.76

            
	
              1/25/2008

            	
              2/25/2008

            	
              114,088,521.80

            
	
              2/25/2008

            	
              3/25/2008

            	
              108,756,918.50

            
	
              3/25/2008

            	
              4/25/2008

            	
              103,676,905.52

            
	
              4/25/2008

            	
              5/25/2008

            	
              98,836,538.26

            
	
              5/25/2008

            	
              6/25/2008

            	
              94,224,399.96

            
	
              6/25/2008

            	
              7/25/2008

            	
              89,829,657.28

            
	
              7/25/2008

            	
              8/25/2008

            	
              85,642,003.43

            
	
              8/25/2008

            	
              9/25/2008

            	
              81,651,573.18

            
	
              9/25/2008

            	
              10/25/2008

            	
              77,849,272.99

            
	
              10/25/2008

            	
              11/25/2008

            	
              74,226,505.09

            
	
              11/25/2008

            	
              12/25/2008

            	
              70,774,107.29

            
	
              12/25/2008

            	
              1/25/2009

            	
              67,483,990.83

            
	
              1/25/2009

            	
              2/25/2009

            	
              64,348,465.22

            
	
              2/25/2009

            	
              3/25/2009

            	
              61,360,199.25

            
	
              3/25/2009

            	
              4/25/2009

            	
              58,512,216.56

            
	
              4/25/2009

            	
              5/25/2009

            	
              55,797,892.91

            
	
              5/25/2009

            	
              6/25/2009

            	
              53,210,879.95

            
	
              6/25/2009

            	
              7/25/2009

            	
              50,745,152.52

            


    

     

     

     




                                                       SCHEDULE 1

                                                 MORTGAGE LOAN SCHEDULE

                                                 [PROVIDED UPON REQUEST]



                                                       SCHEDULE 2

                                               PREPAYMENT CHARGE SCHEDULE

                                                    [FILED BY PAPER]



                                                       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            MM/DD/YYYY
                                       to the servicer at the end of  processing  cycle,
                                       as reported by Servicer.
-----------------------------------------------------------------------------------------------------------------
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            MM/DD/YYYY
                                       been approved by the courts
-----------------------------------------------------------------------------------------------------------------
BANKRUPTCY_DCHRG_DISM_DATE             The  Date The Loan Is  Removed  From  Bankruptcy.            MM/DD/YYYY
                                       Either by Dismissal,  Discharged  and/or a Motion
                                       For Relief Was Granted.
-----------------------------------------------------------------------------------------------------------------
LOSS_MIT_APPR_DATE                     The Date The Loss  Mitigation Was Approved By The            MM/DD/YYYY
                                       Servicer
-----------------------------------------------------------------------------------------------------------------
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            MM/DD/YYYY
                                       To End/Close
-----------------------------------------------------------------------------------------------------------------
LOSS_MIT_ACT_COMP_DATE                 The  Date  The  Loss   Mitigation   Is   Actually            MM/DD/YYYY
                                       Completed
-----------------------------------------------------------------------------------------------------------------
FRCLSR_APPROVED_DATE                   The date DA Admin sends a letter to the  servicer            MM/DD/YYYY
                                       with    instructions    to   begin    foreclosure
                                       proceedings.
-----------------------------------------------------------------------------------------------------------------
ATTORNEY_REFERRAL_DATE                 Date  File Was  Referred  To  Attorney  to Pursue            MM/DD/YYYY
                                       Foreclosure
-----------------------------------------------------------------------------------------------------------------
FIRST_LEGAL_DATE                       Notice of 1st  legal  filed by an  Attorney  in a            MM/DD/YYYY
                                       Foreclosure Action
-----------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_EXPECTED_DATE              The date by which a foreclosure  sale is expected            MM/DD/YYYY
                                       to occur.
-----------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_DATE                       The actual date of the foreclosure sale.                     MM/DD/YYYY
-----------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_AMT                        The   amount   a   property   sold   for  at  the     2      No
                                       foreclosure sale.                                            commas(,)
                                                                                                    or    dollar
                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------
EVICTION_START_DATE                    The date the servicer  initiates  eviction of the            MM/DD/YYYY
                                       borrower.
-----------------------------------------------------------------------------------------------------------------
EVICTION_COMPLETED_DATE                The date the court  revokes  legal  possession of            MM/DD/YYYY
                                       the property from the borrower.
-----------------------------------------------------------------------------------------------------------------
LIST_PRICE                             The price at which an REO property is marketed.       2      No
                                                                                                    commas(,)
                                                                                                    or    dollar
                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------
LIST_DATE                              The  date  an  REO   property   is  listed  at  a            MM/DD/YYYY
                                       particular price.
-----------------------------------------------------------------------------------------------------------------
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            MM/DD/YYYY
                                       the Servicer.
-----------------------------------------------------------------------------------------------------------------
REO_CLOSING_DATE                       The  date  the  REO  sale  of  the   property  is            MM/DD/YYYY
                                       scheduled to close.
-----------------------------------------------------------------------------------------------------------------
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     2
                                       on brokers price opinion or appraisal.
-----------------------------------------------------------------------------------------------------------------
REPAIRED_PROP_VAL                      The  amount  the  property   would  be  worth  if     2
                                       repairs  are  completed  pursuant  to a  broker's
                                       price opinion or appraisal.
-----------------------------------------------------------------------------------------------------------------
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            MM/DD/YYYY
                                       Mortgage Insurance Company.
-----------------------------------------------------------------------------------------------------------------
MI_CLAIM_AMT                           Amount of Mortgage Insurance Claim Filed                     No
                                                                                                    commas(,)
                                                                                                    or    dollar
                                                                                                    signs ($)
-----------------------------------------------------------------------------------------------------------------
MI_CLAIM_PAID_DATE                     Date Mortgage  Insurance  Company Disbursed Claim            MM/DD/YYYY
                                       Payment
-----------------------------------------------------------------------------------------------------------------
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            MM/DD/YYYY
                                       By The Pool Insurer
-----------------------------------------------------------------------------------------------------------------
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:
        o  ASUM-  Approved Assumption
        o  BAP-   Borrower Assistance Program
        o  CO-    Charge Off
        o  DIL-   Deed-in-Lieu
        o  FFA-   Formal Forbearance Agreement
        o  MOD-   Loan Modification
        o  PRE-   Pre-Sale
        o  SS-    Short Sale
        o  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:
        o  Mortgagor
        o  Tenant
        o  Unknown
        o  Vacant

The PROPERTY CONDITION field should show the last reported condition of the property as follows:
        o  Damaged
        o  Excellent
        o  Fair
        o  Gone
        o  Good
        o  Poor
        o  Special Hazard
        o  Unknown



EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED

The FNMA DELINQUENT REASON CODE field should show the Reason for Delinquency as follows:

                  -------------------------------------------------------------------
                  DELINQUENCY CODE     DELINQUENCY DESCRIPTION
                  -------------------------------------------------------------------
                  001                  FNMA-Death of principal mortgagor
                  -------------------------------------------------------------------
                  002                  FNMA-Illness of principal mortgagor
                  -------------------------------------------------------------------
                  003                  FNMA-Illness of mortgagor's family member
                  -------------------------------------------------------------------
                  004                  FNMA-Death of mortgagor's family member
                  -------------------------------------------------------------------
                  005                  FNMA-Marital difficulties
                  -------------------------------------------------------------------
                  006                  FNMA-Curtailment of income
                  -------------------------------------------------------------------
                  007                  FNMA-Excessive Obligation
                  -------------------------------------------------------------------
                  008                  FNMA-Abandonment of property
                  -------------------------------------------------------------------
                  009                  FNMA-Distant employee transfer
                  -------------------------------------------------------------------
                  011                  FNMA-Property problem
                  -------------------------------------------------------------------
                  012                  FNMA-Inability to sell property
                  -------------------------------------------------------------------
                  013                  FNMA-Inability to rent property
                  -------------------------------------------------------------------
                  014                  FNMA-Military Service
                  -------------------------------------------------------------------
                  015                  FNMA-Other
                  -------------------------------------------------------------------
                  016                  FNMA-Unemployment
                  -------------------------------------------------------------------
                  017                  FNMA-Business failure
                  -------------------------------------------------------------------
                  019                  FNMA-Casualty loss
                  -------------------------------------------------------------------
                  022                  FNMA-Energy environment costs
                  -------------------------------------------------------------------
                  023                  FNMA-Servicing problems
                  -------------------------------------------------------------------
                  026                  FNMA-Payment adjustment
                  -------------------------------------------------------------------
                  027                  FNMA-Payment dispute
                  -------------------------------------------------------------------
                  029                  FNMA-Transfer of ownership pending
                  -------------------------------------------------------------------
                  030                  FNMA-Fraud
                  -------------------------------------------------------------------
                  031                  FNMA-Unable to contact borrower
                  -------------------------------------------------------------------
                  INC                  FNMA-Incarceration
                  -------------------------------------------------------------------



EXHIBIT 2: STANDARD FILE CODES - DELINQUENCY REPORTING, CONTINUED

The FNMA DELINQUENT STATUS CODE field should show the Status of Default as follows:

                  ------------------------------------------------------------------
                      STATUS CODE      STATUS DESCRIPTION
                  ------------------------------------------------------------------
                          09           Forbearance
                  ------------------------------------------------------------------
                          17           Pre-foreclosure Sale Closing Plan Accepted
                  ------------------------------------------------------------------
                          24           Government Seizure
                  ------------------------------------------------------------------
                          26           Refinance
                  ------------------------------------------------------------------
                          27           Assumption
                  ------------------------------------------------------------------
                          28           Modification
                  ------------------------------------------------------------------
                          29           Charge-Off
                  ------------------------------------------------------------------
                          30           Third Party Sale
                  ------------------------------------------------------------------
                          31           Probate
                  ------------------------------------------------------------------
                          32           Military Indulgence
                  ------------------------------------------------------------------
                          43           Foreclosure Started
                  ------------------------------------------------------------------
                          44           Deed-in-Lieu Started
                  ------------------------------------------------------------------
                          49           Assignment Completed
                  ------------------------------------------------------------------
                          61           Second Lien Considerations
                  ------------------------------------------------------------------
                          62           Veteran's Affairs-No Bid
                  ------------------------------------------------------------------
                          63           Veteran's Affairs-Refund
                  ------------------------------------------------------------------
                          64           Veteran's Affairs-Buydown
                  ------------------------------------------------------------------
                          65           Chapter 7 Bankruptcy
                  ------------------------------------------------------------------
                          66           Chapter 11 Bankruptcy
                  ------------------------------------------------------------------
                          67           Chapter 13 Bankruptcy
                  ------------------------------------------------------------------



EXHIBIT   : CALCULATION OF REALIZED LOSS/GAIN FORM 332- INSTRUCTION SHEET

         NOTE: DO NOT NET OR COMBINE ITEMS. SHOW ALL EXPENSES INDIVIDUALLY AND ALL CREDITS AS SEPARATE LINE ITEMS. CLAIM
         PACKAGES ARE DUE ON THE REMITTANCE REPORT DATE. LATE SUBMISSIONS MAY RESULT IN CLAIMS NOT BEING PASSED UNTIL
         THE FOLLOWING MONTH. THE SERVICER IS RESPONSIBLE TO REMIT ALL FUNDS PENDING LOSS APPROVAL AND /OR RESOLUTION OF
         ANY DISPUTED ITEMS.

         1.

         2.       The numbers on the 332 form correspond with the numbers listed below.

         LIQUIDATION AND ACQUISITION EXPENSES:
         1.       The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule
                  from date of default through liquidation breaking out the net interest and servicing fees advanced is
                  required.

         2.       The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all
                  delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of
                  default through liquidation breaking out the net interest and servicing fees advanced is required.

         3.       Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated
                  on a monthly basis. For documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced is required.

         4-12.    Complete as applicable. Required documentation:

                  *  For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period

                     of coverage, base tax, interest, penalty.  Advances prior to default require evidence of servicer efforts to
                     recover advances.

                  *  For escrow advances - complete payment history

                   (to calculate advances from last positive escrow balance forward)

                  *  Other expenses - copies of corporate advance history showing all payments

                  *  REO repairs > $1500 require explanation

                  *  REO repairs >$3000 require evidence of at least 2 bids.

                  *  Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate

                  *  Unusual or extraordinary items may require further documentation.

        13.       The total of lines 1 through 12.

        3.        CREDITS:

        14-21.    Complete as applicable.  Required documentation:

                  *  Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent /
                     Attorney

                  Letter of Proceeds Breakdown.

                  *  Copy of EOB for any MI or gov't guarantee

                  *  All other credits need to be clearly defined on the 332 form

        22.       The total of lines 14 through 21.

        PLEASE NOTE:  For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds.

        TOTAL REALIZED LOSS (OR AMOUNT OF ANY GAIN)

         23.      The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the
                  amount in parenthesis ( ).



EXHIBIT 3A: CALCULATION OF REALIZED LOSS/GAIN FORM 332

        Prepared by:  __________________              Date:  _______________
        Phone:  ______________________   Email Address:_____________________


----------------------------    -------------------------------   ------------------------------------
Servicer Loan No.               Servicer Name                     Servicer Address


----------------------------    -------------------------------   ------------------------------------

        WELLS FARGO BANK, N.A. LOAN NO._____________________________

        Borrower's Name: _________________________________________________________
        Property Address: _________________________________________________________

        LIQUIDATION TYPE:  REO SALE          3RD PARTY SALE             SHORT SALE     CHARGE OFF

        WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN       YES         NO
        If "Yes", provide deficiency or cramdown amount _______________________________

        LIQUIDATION AND ACQUISITION EXPENSES:
        (1) Actual Unpaid Principal Balance of Mortgage Loan      $ ______________     (1)
        (2)Interest accrued at Net Rate                           ________________     (2)
        (3)Accrued Servicing Fees                                 ________________     (3)
        (4)Attorney's Fees                                        ________________     (4)
        (5)Taxes (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


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     TYPE         DATE PAID      PERIOD OF     TOTAL PAID    BASE AMOUNT    PENALTIES      INTEREST
  (TAX /INS.)                    COVERAGE
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                                                       SCHEDULE 5

                                         STANDARD FILE LAYOUT- MASTER SERVICING


          STANDARD FILE LAYOUT - MASTER SERVICING
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COLUMN NAME                   DESCRIPTION                    DECIMAL FORMAT COMMENT              MAX
                                                                                                 SIZE
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SER_INVESTOR_NBR              A value assigned by the                Text up to 10 digits          20
                              Servicer to define a group
                              of loans.
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LOAN_NBR                      A unique identifier assigned           Text up to 10 digits          10
                              to each loan by the investor.
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SERVICER_LOAN_NBR             A unique number assigned to            Text up to 10 digits          10
                              a loan by the Servicer.
                              This may be different than
                              the LOAN_NBR.
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BORROWER_NAME                 The borrower name as                   Maximum length of 30          30
                              received in the file.  It is           (Last, First)
                              not separated by first and
                              last name.
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SCHED_PAY_AMT                 Scheduled monthly principal      2     No commas(,) or dollar        11
                              and scheduled interest                 signs ($)
                              payment that a borrower is
                              expected to pay, P&I
                              constant.
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NOTE_INT_RATE                 The loan interest rate as        4     Max length of 6                6
                              reported by the Servicer.
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NET_INT_RATE                  The loan gross interest rate     4     Max length of 6                6
                              less the service fee rate as
                              reported by the Servicer.
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SERV_FEE_RATE                 The servicer's fee rate for      4     Max length of 6                6
                              a loan as reported by the
                              Servicer.
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SERV_FEE_AMT                  The servicer's fee amount        2     No commas(,) or dollar        11
                              for a loan as reported by              signs ($)
                              the Servicer.
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NEW_PAY_AMT                   The new loan payment amount      2     No commas(,) or dollar        11
                              as reported by the Servicer.           signs ($)
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NEW_LOAN_RATE                 The new loan rate as             4     Max length of 6                6
                              reported by the Servicer.
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ARM_INDEX_RATE                The index the Servicer is        4     Max length of 6                6
                              using to calculate a
                              forecasted rate.
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ACTL_BEG_PRIN_BAL             The borrower's actual            2     No commas(,) or dollar        11
                              principal balance at the               signs ($)
                              beginning of the processing
                              cycle.
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ACTL_END_PRIN_BAL             The borrower's actual            2     No commas(,) or dollar        11
                              principal balance at the end           signs ($)
                              of the processing cycle.
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BORR_NEXT_PAY_DUE_DATE        The date at the end of                 MM/DD/YYYY                    10
                              processing cycle that the
                              borrower's next payment is
                              due to the Servicer, as
                              reported by Servicer.
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SERV_CURT_AMT_1               The first curtailment amount     2     No commas(,) or dollar        11
                              to be applied.                         signs ($)
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SERV_CURT_DATE_1              The curtailment date                   MM/DD/YYYY                    10
                              associated with the first
                              curtailment amount.
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CURT_ADJ_ AMT_1               The curtailment interest on      2     No commas(,) or dollar        11
                              the first curtailment                  signs ($)
                              amount, if applicable.
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SERV_CURT_AMT_2               The second curtailment           2     No commas(,) or dollar        11
                              amount to be applied.                  signs ($)
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SERV_CURT_DATE_2              The curtailment date                   MM/DD/YYYY                    10
                              associated with the second
                              curtailment amount.
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CURT_ADJ_ AMT_2               The curtailment interest on      2     No commas(,) or dollar        11
                              the second curtailment                 signs ($)
                              amount, if applicable.
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SERV_CURT_AMT_3               The third curtailment amount     2     No commas(,) or dollar        11
                              to be applied.                         signs ($)
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SERV_CURT_DATE_3              The curtailment date                   MM/DD/YYYY                    10
                              associated with the third
                              curtailment amount.
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CURT_ADJ_AMT_3                The curtailment interest on      2     No commas(,) or dollar        11
                              the third curtailment                  signs ($)
                              amount, if applicable.
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PIF_AMT                       The loan "paid in full"          2     No commas(,) or dollar        11
                              amount as reported by the              signs ($)
                              Servicer.
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PIF_DATE                      The paid in full date as               MM/DD/YYYY                    10
                              reported by the Servicer.
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                                                                     Action Code Key:               2
                                                                     15=Bankruptcy,
                                                                     30=Foreclosure, , 60=PIF,
                                                                     63=Substitution,
                                                                     65=Repurchase,70=REO
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ACTION_CODE                   The standard FNMA numeric
                              code used to indicate the
                              default/delinquent status of
                              a particular loan.
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INT_ADJ_AMT                   The amount of the interest       2     No commas(,) or dollar        11
                              adjustment as reported by              signs ($)
                              the Servicer.
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SOLDIER_SAILOR_ADJ_AMT        The Soldier and Sailor           2     No commas(,) or dollar        11
                              Adjustment amount, if                  signs ($)
                              applicable.
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NON_ADV_LOAN_AMT              The Non Recoverable Loan         2     No commas(,) or dollar        11
                              Amount, if applicable.                 signs ($)
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LOAN_LOSS_AMT                 The amount the Servicer is       2     No commas(,) or dollar        11
                              passing as a loss, if                  signs ($)
                              applicable.
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SCHED_BEG_PRIN_BAL            The scheduled outstanding        2     No commas(,) or dollar        11
                              principal amount due at the            signs ($)
                              beginning of the cycle date
                              to be passed through to
                              investors.
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SCHED_END_PRIN_BAL            The scheduled principal          2     No commas(,) or dollar        11
                              balance due to investors at            signs ($)
                              the end of a processing
                              cycle.
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SCHED_PRIN_AMT                The scheduled principal          2     No commas(,) or dollar        11
                              amount as reported by the              signs ($)
                              Servicer for the current
                              cycle -- only applicable for
                              Scheduled/Scheduled Loans.
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SCHED_NET_INT                 The scheduled gross interest     2     No commas(,) or dollar        11
                              amount less the service fee            signs ($)
                              amount for the current cycle
                              as reported by the Servicer
                              -- only applicable for
                              Scheduled/Scheduled Loans.
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ACTL_PRIN_AMT                 The actual principal amount      2     No commas(,) or dollar        11
                              collected by the Servicer              signs ($)
                              for the current reporting
                              cycle -- only applicable for
                              Actual/Actual Loans.
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ACTL_NET_INT                  The actual gross interest        2     No commas(,) or dollar        11
                              amount less the service fee            signs ($)
                              amount for the current
                              reporting cycle as reported
                              by the Servicer -- only
                              applicable for Actual/Actual
                              Loans.
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PREPAY_PENALTY_ AMT           The penalty amount received      2     No commas(,) or dollar        11
                              when a borrower prepays on             signs ($)
                              his loan as reported by the
                              Servicer.
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PREPAY_PENALTY_ WAIVED        The prepayment penalty           2     No commas(,) or dollar        11
                              amount for the loan waived             signs ($)
                              by the servicer.
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MOD_DATE                      The Effective Payment Date             MM/DD/YYYY                    10
                              of the Modification for the
                              loan.
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MOD_TYPE                      The Modification Type.                 Varchar - value can be        30
                                                                     alpha or numeric
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DELINQ_P&I_ADVANCE_AMT        The current outstanding          2     No commas(,) or dollar        11
                              principal and interest                 signs ($)
                              advances made by Servicer.
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                                                       SCHEDULE 6

                         DATA REQUIREMENTS OF SERVICING ADVANCES INCURRED PRIOR TO CUT-OFF DATE


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                    [LOAN NUMBER]                              [PRE-CUT-OFF DATE ADVANCE AMOUNT]
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                                                 [PROVIDED UPON REQUEST]