Unassociated Document


    ASSET
      BACKED SECURITIES CORPORATION

     

    as
      Depositor

     

    and

     

    WILMINGTON
      TRUST COMPANY

     

    as
      Owner
      Trustee

     

    
      	 	 	 


    

    


     

    TRUST
      AGREEMENT

     

    Dated
      as
      of April 28, 2006

     

    
      	 	 	 


    

     

    Home
      Equity Mortgage Trust 2006-2

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    ARTICLE
      I

     

    Definitions

    
      
        Section
          1

        
          	
                  Section
                    1.01

                	
                  
                    
                      Definitions

                    

                  

                	 
	
                  Section
                    1.02

                	
                  
                    
                      Other
                        Definitional Provisions.

                    

                  

                	 


        

         

      

    

    ARTICLE
      II

     

    Organization

    
       

      
        	
                Section
                  2.01

              	
                
                  Name

                

              	 
	
                Section
                  2.02

              	
                
                  Office

                

              	 
	
                Section
                  2.03

              	
                
                  Purposes
                    and Powers

                

              	 
	
                Section
                  2.04

              	
                
                  Appointment
                    of Owner Trustee

                

              	 
	
                Section
                  2.05

              	
                
                  Initial
                    Capital Contribution

                

              	 
	
                Section
                  2.06

              	
                
                  Declaration
                    of Trust

                

              	 
	
                Section
                  2.07

              	
                
                  Title
                    to Trust Property

                

              	 
	
                Section
                  2.08

              	
                
                  Situs
                    of Trust

                

              	 
	
                Section
                  2.09

              	
                
                  Representations
                    and Warranties of the Depositor

                

              	 


      

       

    

    ARTICLE
      III

     

    Conveyance
      of the Owner Trust Estate; The Certificates

     

    
      	
              Section
                3.01

            	
              Conveyance
                of the Owner Trust Estate

            	 
	
              Section
                3.02

            	
              Initial
                Ownership

            	 
	
              Section
                3.03

            	
              The
                Certificates

            	 
	
              Section
                3.04

            	
              Authentication
                of Certificate

            	 
	
              Section
                3.05

            	
              Registration
                of and Limitations on Transfer and Exchange of Certificate

            	 
	
              Section
                3.06

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates

            	 
	
              Section
                3.07

            	
              Persons
                Deemed Certificateholders

            	 
	
              Section
                3.08

            	
              Access
                to Certificateholders’ Name and Addresses

            	 
	
              Section
                3.09

            	
              Maintenance
                of Office or Agency

            	 
	
              Section
                3.10

            	
              Certificate
                Paying Agent

            	 
	
              Section
                3.11

            	
              Subordination

            	 


    

     

    ARTICLE
      IV

     

    Authority
      and Duties of Owner Trustee

     

    
      	
              Section
                4.01

            	
              General
                Authority

            	 
	
              Section
                4.02

            	
              General
                Duties

            	 
	
              Section
                4.03

            	
              Action
                upon Instruction.

            	 
	
              Section
                4.04

            	
              No
                Duties Except as Specified under Specified Documents or in
                Instructions

            	 
	
              Section
                4.05

            	
              Restrictions.

            	 
	
              Section
                4.06

            	
              Prior
                Notice to the Certificateholders with Respect to Certain
                Matters

            	 
	
              Section
                4.07

            	
              Action
                by Certificateholders with Respect to Certain Matters

            	 
	
              Section
                4.08

            	
              Action
                by Certificateholder with Respect to Bankruptcy

            	 
	
              Section
                4.09

            	
              Restrictions
                on Certificateholders’ Power

            	 
	
              Section
                4.10

            	
              Doing
                Business in Other Jurisdictions

            	 


    

     

    ARTICLE
      V

     

    Application
      of Trust Funds

     

    
      	
              Section
                5.01

            	
              Distributions.

            	 
	
              Section
                5.02

            	
              Method
                of Payment

            	 
	
              Section
                5.03

            	
              Signature
                on Returns

            	 
	
              Section
                5.04

            	
              Statements
                to Certificateholders

            	 
	
              Section
                5.05

            	
              Tax
                Elections

            	 


    

     

    ARTICLE
      VI

     

    Concerning
      the Owner Trustee

     

    
      	
              Section
                6.01

            	
              Acceptance
                of Trusts and Duties

            	 
	
              Section
                6.02

            	
              Furnishing
                of Documents

            	 
	
              Section
                6.03

            	
              Representations
                and Warranties

            	 
	
              Section
                6.04

            	
              Reliance;
                Advice of Counsel.

            	 
	
              Section
                6.05

            	
              Not
                Acting in Individual Capacity

            	 
	
              Section
                6.06

            	
              Owner
                Trustee Not Liable for Certificates or Related Documents

            	 
	
              Section
                6.07

            	
              Owner
                Trustee May Own the Certificates and the Notes

            	 


    

    


     

    ARTICLE
      VII

     

    Compensation
      of Owner Trustee

     

    
      	
              Section
                7.01

            	
              Owner
                Trustee’s Fees and Expenses

            	 
	
              Section
                7.02

            	
              Indemnification

            	 


    

     

    ARTICLE
      VIII

     

    Termination
      of Trust Agreement

     

    
      	
              Section
                8.01

            	
              Termination
                of Trust Agreement.

            	 
	
              Section
                8.02

            	
              Additional
                Termination Requirements.

            	 


    

     

    ARTICLE
      IX

     

    Successor
      Owner Trustees and Additional Owner Trustees

     

    
      	
              Section
                9.01

            	
              Eligibility
                Requirements for Owner Trustee

            	 
	
              Section
                9.02

            	
              Replacement
                of Owner Trustee

            	 
	
              Section
                9.03

            	
              Successor
                Owner Trustee

            	 
	
              Section
                9.04

            	
              Merger
                or Consolidation of Owner Trustee

            	 
	
              Section
                9.05

            	
              Appointment
                of Co-Trustee or Separate Trustee

            	 


    

     

    ARTICLE
      X

     

    Miscellaneous

     

    
      	
              Section
                10.01

            	
              Amendments.

            	 
	
              Section
                10.02

            	
              No
                Legal Title to Owner Trust Estate

            	 
	
              Section
                10.03

            	
              Limitations
                on Rights of Others

            	 
	
              Section
                10.04

            	
              Notices.

            	 
	
              Section
                10.05

            	
              Severability

            	 
	
              Section
                10.06

            	
              Separate
                Counterparts

            	 
	
              Section
                10.07

            	
              Successors
                and Assigns

            	 
	
              Section
                10.08

            	
              No
                Petition

            	 
	
              Section
                10.09

            	
              No
                Recourse

            	 
	
              Section
                10.10

            	
              Headings

            	 
	
              Section
                10.11

            	
              Governing
                Law

            	 
	
              Section
                10.12

            	
              Integration

            	 
	
              Section
                10.13

            	
              Intention
                of the Parties

            	 


    

    


    

      
        	
                EXHIBIT
                  A 

                 

              	
                FORM
                  OF CLASS [1][2]X-[1][2][S] CERTIFICATES

                 

              
	
                EXHIBIT
                  B 

                 

              	
                FORM
                  OF CERTIFICATE OF TRUST OF

                 

              
	
                EXHIBIT
                  C 

                 

              	
                FORM
                  OF RULE 144A INVESTMENT REPRESENTATION

                 

              
	
                EXHIBIT
                  D 

                 

              	
                FORM
                  OF INVESTOR REPRESENTATION LETTER

                 

              
	
                EXHIBIT
                  E 

                 

              	
                FORM
                  OF TRANSFEROR REPRESENTATION LETTER

                 

              
	
                EXHIBIT
                  F 

                 

              	
                FORM
                  OF ERISA REPRESENTATION LETTER

                 

              
	
                EXHIBIT
                  G 

                 

              	
                FORM
                  OF CERTIFICATE OF NON-FOREIGN STATUS

                 

              
	
                EXHIBIT
                  H 

                 

              	
                [RESERVED]

                 

              
	
                EXHIBIT
                  I 

                 

              	
                FORM
                  OF CLASS [1][2]A-R CERTIFICATES

                 

              
	
                EXHIBIT
                  J-1 

                 

              	
                FORM
                  OF TRANSFER AFFIDAVIT AND AGREEMENT

                 

              
	
                EXHIBIT
                  J-2 

                 

              	
                FORM
                  OF TRANSFEROR CERTIFICATE

                 

              
	
                EXHIBIT
                  K 

                 

              	
                FORM
                  OF CLASS [1][2]P CERTIFICATES

                 

              
	
                EXHIBIT
                  L 

                 

              	
                FORM
                  OF CLASS G CERTIFICATES

                 

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Trust Agreement, dated as of April 28, 2006 (as may be amended, modified or
      supplemented and in effect from time to time, this “Trust Agreement”), between
      ASSET BACKED SECURITIES CORPORATION, a Delaware corporation, as depositor (the
      “Depositor”) and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
      owner trustee (the “Owner Trustee”),

     

    WITNESSETH
      THAT:

     

    WHEREAS,
      pursuant to the terms of the Loan Purchase Agreement, DLJ Mortgage Capital,
      Inc.
      (in such capacity, the “Sponsor”) will sell to the Depositor the Loans together
      with the Related Documents on the Closing Date;

     

    WHEREAS,
      pursuant to the terms if this Trust Agreement, the Depositor desires to convey
      the Loans to the Trust;

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      Depositor and the Owner Trustee agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01 Definitions.
      For all
      purposes of this Trust Agreement, except as otherwise expressly provided herein
      or unless the context otherwise requires, capitalized terms not otherwise
      defined herein shall have the meanings assigned to such terms in Appendix A
      to
      the Indenture, dated April 28, 2006 (the “Indenture”), among Home Equity
      Mortgage Trust 2006-2, as issuer, and U.S. Bank National Association, as
      indenture trustee, as in effect on the date hereof. All other capitalized terms
      used herein shall have the meanings specified herein.

     

    Section
      1.02 Other
      Definitional Provisions.

     

    (a) All
      terms
      defined in this Trust Agreement shall have the defined meanings when used in
      any
      certificate or other document made or delivered pursuant hereto unless otherwise
      defined therein. 

     

    (b) As
      used
      in this Trust Agreement and in any certificate or other document made or
      delivered pursuant hereto or thereto, accounting terms not defined in this
      Trust
      Agreement or in any such certificate or other document, and accounting terms
      partly defined in this Trust Agreement or in any such certificate or other
      document to the extent not defined, shall have the respective meanings given
      to
      them under generally accepted accounting principles. To the extent that the
      definitions of accounting terms in this Trust Agreement or in any such
      certificate or other document are inconsistent with the meanings of such terms
      under generally accepted accounting principles, the definitions contained in
      this Trust Agreement or in any such certificate or other document shall
      control.

     

    (c) The
      words
“hereof,” “herein,” “hereunder” and words of similar import when used in this
      Trust Agreement shall refer to this Trust Agreement as a whole and not to any
      particular provision of this Trust Agreement; Article, Section and Exhibit
      references contained in this Trust Agreement are references to Articles,
      Sections and Exhibits in or to this Trust Agreement unless otherwise specified;
      the term “including” shall mean “including without limitation;” the term “or”
shall include “and/or”; and the term “proceeds” shall have the meaning ascribed
      thereto in the UCC.

     

    (d) The
      definitions contained in this Trust Agreement are applicable to the singular
      as
      well as the plural forms of such terms and to the masculine as well as to the
      feminine and neuter genders of such terms.

     

    (e) Any
      agreement, instrument or statute defined or referred to herein or in any
      instrument or certificate delivered in connection herewith means such agreement,
      instrument or statute as from time to time amended, modified or supplemented
      and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein; references to a Person
      are also to its permitted successors and assigns.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    ARTICLE
      II

     

    ORGANIZATION

     

    Section
      2.01 Name.
      The
      trust shall be known as “Home Equity Mortgage Trust 2006-2” (the “Trust” or the
“Owner Trust”), in which name the Owner Trustee may engage in the transactions
      contemplated hereby, make and execute contracts and other instruments on behalf
      of the Trust and sue and be sued.

     

    Section
      2.02 Office.
      The
      office of the Trust shall be in care of the Owner Trustee at the Corporate
      Trust
      Office or at such other address in Delaware as the Owner Trustee may designate
      by written notice to the Certificateholders and the Depositor.

     

    Section
      2.03 Purposes
      and Powers.
      The
      purpose of the Trust is to engage in the following activities:

     

    (i) to
      issue
      the Notes pursuant to the Indenture and the Certificates pursuant to this Trust
      Agreement and to sell the Notes and the Certificates;

     

    (ii) to
      purchase the Loans and to pay organizational, start-up and transactional
      expenses of the Trust;

     

    (iii) to
      assign, grant, transfer, pledge and convey the Loans pursuant to the Indenture
      and to hold, manage and distribute to the Certificateholders pursuant to
      Section 5.01 any portion of the Loans released from the Lien of, and
      remitted to the Trust pursuant to the Indenture;

     

    (iv) to
      assign, grant, transfer, own, pledge and convey the Loans in connection with
      any
      such termination;

     

    (v) to
      enter
      into and perform its obligations under the Basic Documents to which it is to
      be
      a party;

     

    (vi) to
      engage
      in those activities, including entering into agreements, that are necessary,
      suitable or convenient to accomplish the foregoing or are incidental thereto
      or
      connected therewith, including, without limitation, to accept additional
      contributions of equity that are not subject to the Lien of the Indenture;
      and

     

    (vii) subject
      to compliance with the Basic Documents, to engage in such other activities
      as
      may be required in connection with conservation of the Owner Trust Estate and
      the making of distributions to the Securityholders.

     

    The
      Trust
      is hereby authorized to engage in the foregoing activities. The Trust shall
      not
      engage in any activity other than in connection with the foregoing or other
      than
      as required or authorized by the terms of this Trust Agreement or the Basic
      Documents while any Note is outstanding without the consent of the
      Certificateholders and the Indenture Trustee.

     

    Section
      2.04 Appointment
      of Owner Trustee.
      The
      Depositor hereby appoints the Owner Trustee as trustee of the Trust effective
      as
      of the date hereof, to have all the rights, powers and duties set forth
      herein.

     

    Section
      2.05 Initial
      Capital Contribution.
      The
      Depositor hereby sells, assigns, transfers, conveys and sets over to the Trust,
      as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges
      receipt in trust from the Depositor, as of the date hereof, of the foregoing
      contribution, which shall constitute the initial corpus of the Trust and shall
      be deposited in the Certificate Distribution Account. The Owner Trustee also
      acknowledges, on behalf of the Trust, the receipt in trust of the property
      assigned to the Trust pursuant to Section 3.01.

     

    The
      Trust
      acknowledges the conveyance to the Trust by the Depositor, as of the Closing
      Date, of the Owner Trust Estate, including all right, title and interest of
      the
      Depositor in and to the Owner Trust Estate. Concurrently with such conveyance,
      the Trust has pledged the Trust Estate to the Indenture Trustee and has executed
      the Certificates and the Notes and caused them to be duly authenticated and
      delivered.

     

    Section
      2.06 Declaration
      of Trust.
      The
      Owner Trustee hereby declares that it shall hold the Owner Trust Estate in
      trust
      upon and subject to the conditions set forth herein for the use and benefit
      of
      the Certificateholders, subject to the obligations of the Owner Trust under
      the
      Basic Documents. It is the intention of the parties hereto that the Owner Trust
      constitute a statutory trust under the Statutory Trust Statute and that this
      Trust Agreement constitute the governing instrument of such statutory trust.
      It
      is the intention of the parties hereto that, solely for federal, state and
      local
      income and franchise tax purposes, the Owner Trust shall be treated as a
      domestic eligible entity with a single owner electing to be disregarded as
      a
      separate entity. It is the intention of the parties hereto that, an election
      to
      be treated as a REMIC (“REMIC”) for federal income tax purposes be made with
      respect to the Loans together with the proceeds of the Loans and the proceeds
      on
      deposit in the Custodial Accounts and the Payment Account. It is also the
      intention of the parties hereto that a second election to be treated as a REMIC
      be made with respect to the REMIC I Regular Interests (“REMIC II”). It
      is also the intention of the parties hereto that a third election to be treated
      as a REMIC be made with respect to the REMIC II Regular Interests
      (“REMIC III”). Notwithstanding the foregoing, Additional Balances
      comprising the Additional Balance Advance Amount shall not be an asset of
      REMIC I, REMIC II or REMIC III but shall be an asset of the Trust
      Fund. The Issuer will provide for the administration of REMIC I, REMIC II
      and REMIC III pursuant to Article XI of the Indenture. Pursuant to Section
      11.01(d) of the Indenture, the REMIC Administrator will prepare, sign and file
      certain tax returns on behalf of the REMICs. The parties agree that, unless
      otherwise required by appropriate tax authorities, the Owner Trust will not
      file
      or cause to be filed annual or other returns, reports or other forms. Effective
      as of the date hereof, the Owner Trustee shall have all rights, powers and
      duties set forth herein and in the Statutory Trust Statute with respect to
      accomplishing the purposes of the Owner Trust.

     

    Section
      2.07 Title
      to Trust Property.
      Legal
      title to the Owner Trust Estate shall be vested at all times in the Trust as
      a
      separate legal entity except where applicable law in any jurisdiction requires
      title to any part of the Owner Trust Estate to be vested in a trustee or
      trustees, in which case title shall be deemed to be vested in the Owner Trustee,
      a co-trustee and/or a separate trustee, as the case may be.

     

    Section
      2.08 Situs
      of Trust.
      The
      Trust will be located and administered in the State of Delaware or Minnesota.
      All bank accounts maintained by the Owner Trustee on behalf of the Trust shall
      be located in the State of Delaware or the State of Minnesota. The Trust shall
      not have any employees in any state other than Delaware; provided, however,
      that
      nothing herein shall restrict or prohibit the Owner Trustee from having
      employees within or without the State of Delaware or taking actions outside
      the
      State of Delaware in order to comply with Section 2.03. Payments will be
      received by the Trust only in Delaware or Minnesota, and payments will be made
      by the Trust only from Delaware or Minnesota. The only office of the Trust
      will
      be at the Corporate Trust Office in Delaware.

     

    Section
      2.09 Representations
      and Warranties of the Depositor.
      The
      Depositor hereby represents and warrants to the Owner Trustee that:

     

    (i) The
      Depositor is duly organized and validly existing as a corporation in good
      standing under the laws of the State of Delaware, with power and authority
      to
      own its properties and to conduct its business as such properties are currently
      owned and such business is presently conducted.

     

    (ii) The
      Depositor is duly qualified to do business as a foreign corporation in good
      standing and has obtained all necessary licenses and approvals in all
      jurisdictions in which the ownership or lease of its property or the conduct
      of
      its business shall require such qualifications and in which the failure to
      so
      qualify would have a material adverse effect on the business, properties, assets
      or condition (financial or other) of the Depositor and the ability of the
      Depositor to perform under this Trust Agreement.

     

    (iii) The
      Depositor has the power and authority to execute and deliver this Trust
      Agreement and to carry out its terms; the Depositor has full power and authority
      to sell and assign the property to be sold and assigned to and deposited with
      the Trust as part of the Trust and the Depositor has duly authorized such sale
      and assignment and deposit to the Trust by all necessary corporate action;
      and
      the execution, delivery and performance of this Trust Agreement have been duly
      authorized by the Depositor by all necessary corporate action.

     

    (iv) The
      consummation of the transactions contemplated by this Trust Agreement and the
      fulfillment of the terms hereof do not conflict with, result in any breach
      of
      any of the terms and provisions of, or constitute (with or without notice or
      lapse of time) a default under, the articles of incorporation or bylaws of
      the
      Depositor, or any indenture, agreement or other instrument to which the
      Depositor is a party or by which it is bound; nor result in the creation or
      imposition of any Lien upon any of its properties pursuant to the terms of
      any
      such indenture, agreement or other instrument (other than pursuant to the Basic
      Documents); nor violate any law or, to the best of the Depositor’s knowledge,
      any order, rule or regulation applicable to the Depositor of any court or of
      any
      federal or state regulatory body, administrative agency or other governmental
      instrumentality having jurisdiction over the Depositor or its
      properties.

     

    ARTICLE
      III

     

    Conveyance
      of the Owner Trust Estate; The Certificates

     

    Section
      3.01 Conveyance
      of the Owner Trust Estate.
      In
      consideration of the delivery to the Depositor of the Securities, the Depositor,
      concurrently with the execution and delivery hereof, does hereby transfer,
      convey, sell and assign to the Trust, on behalf of the Securityholders, without
      recourse, all of its right, title and interest, whether now owned or hereafter
      acquired, in and to (A) the Initial Loans and all Additional Balances (other
      than Excluded Amounts) thereafter arising, including the Mortgage Notes, the
      Mortgages, any related insurance policies and all other documents in the related
      Loan Files and including any Eligible Substitute Loans; (B) the Certificate
      Distribution Account; (C) pool insurance policies, hazard insurance policies
      and
      any bankruptcy bond relating to the foregoing, if applicable; (D) all amounts
      payable after the Cut-off Date to the holders of the Initial Loans in accordance
      with the terms thereof; (E) all income, payments, proceeds and products of
      the
      conversion, voluntary or involuntary, of the foregoing into cash, instruments,
      securities or other property, including without limitation all amounts from
      time
      to time held or invested in the Certificate Distribution Account, whether in
      the
      form of cash, instruments, securities or other property; (F) all accounts,
      chattel paper, deposit accounts, documents, general intangibles, goods,
      instruments, investment property, letter-of-credit rights, letters of credit,
      money, and oil, gas, and other minerals, consisting of, arising from, or
      relating to, any of the foregoing; and (G) all proceeds of any of the
      foregoing.(collectively, the “Owner Trust Estate”).

     

    The
      Depositor and the Owner Trustee agree that it is not intended that any Loan
      be
      included in the Owner Trust Estate that is a “High-Cost Home Loan” as defined in
      (i) the New Jersey Home Ownership Security Act effective November 27, 2003,
      (ii)
      the New Mexico Home Loan Protection Act effective January 1, 2004, (ii) the
      Massachusetts Predatory Home Loan Practices Act effective November 7, 2004,
      (iv)
      the Indiana High Cost Home Loan Law Act effective January, 2005 or (v) the
      Kentucky Revised Statutes §360.100, in each case as amended from time to
      time.

     

    Section
      3.02 Initial
      Ownership.
      Upon
      the formation of the Trust by the contribution by the Depositor pursuant to
      Section 2.05 and until the conveyance of the Loans pursuant to
      Section 3.01 and the issuance of the Certificates, the Depositor shall be
      the sole Certificateholder.

     

    Section
      3.03 The
      Certificates.
      Initially, the Trust shall issue a single denomination of a 100.00% Certificate
      Percentage Interest of the Class 1P Certificates. The Class 1P Certificates
      shall represent a 100% beneficial interest in the portion of the Trust relating
      to Prepayment Charges on the Loans. Initially, the Trust shall issue a single
      denomination of a 100.00% Certificate Percentage Interest of the Class 1X-1
      Certificates. The Class 1X-1 Certificates shall represent a 100% beneficial
      interest in the portion of the Trust relating to the Loans. Initially, the
      Trust
      shall issue a single denomination of a 100.00% Certificate Percentage Interest
      of the Class 1X-2 Certificates. The Class 1X-2 Certificates shall represent
      a
      100% beneficial interest in recoveries on Charged Off Loans that become Released
      Loans. Initially, the Trust shall issue a single denomination of a 100.00%
      Certificate Percentage Interest of the Class 1X-S Certificates. The Class 1X-S
      Certificates shall represent a 100% beneficial interest in the portion of the
      Trust relating to the Excess Servicing Fee. Initially, the Trust shall issue
      a
      single denomination of a 100.00% Certificate Percentage Interest of each of
      the
      Class G Certificates. The Class G Certificates shall represent the residual
      interest in REMIC I. Initially, the Trust shall issue a single denomination
      of a
      100.00% Certificate Percentage Interest of the Class 2P Certificates. The Class
      2P Certificates shall represent a 100% beneficial interest in the portion of
      the
      Trust relating to Prepayment Charges on the Loans. Initially, the Trust shall
      issue a single denomination of a 100.00% Certificate Percentage Interest of
      the
      Class 2X-1 Certificates. The Class 2X-1 Certificates shall represent a 100%
      beneficial interest in the portion of the Trust relating to the Loans.
      Initially, the Trust shall issue a single denomination of a 100.00% Certificate
      Percentage Interest of the Class 2X-2 Certificates. The Class 2X-2 Certificates
      shall represent a 100% beneficial interest in recoveries on Charged Off Loans
      that become Released Loans. Initially, the Trust shall issue a single
      denomination of a 100.00% Certificate Percentage Interest of the Class 1A-R
      Certificates. The Class 1A-R Certificates shall represent the residual interest
      in REMIC II. Initially, the Trust shall issue a single denomination of a 100.00%
      Certificate Percentage Interest of the Class 2A-R Certificates. The
      Class 2A-R Certificates shall represent the residual interest in REMIC III.
      The Certificates of each Class shall be shall be transferable in minimum
      denominations of 20% Certificate Percentage Interest.

     

    The
      Certificates shall be executed on behalf of the Trust by manual or facsimile
      signature of an authorized officer of the Owner Trustee and authenticated in
      the
      manner provided in Section 3.04. If the Certificates bear the manual or
      facsimile signatures of individuals who were, at the time when such signatures
      shall have been affixed, authorized to sign on behalf of the Trust, it shall
      be
      validly issued and entitled to the benefit of this Trust Agreement,
      notwithstanding that such individuals or any of them shall have ceased to be
      so
      authorized prior to the authentication and delivery of the Certificates or
      did
      not hold such offices at the date of authentication and delivery of the
      Certificates. A Person shall become a Certificateholder and shall be entitled
      to
      the rights and subject to the obligations of the Certificateholders hereunder
      upon such Person’s acceptance of the Certificates duly registered in such
      Person’s name, pursuant to Section 3.05.

     

    A
      transferee of a Certificate shall become a Certificateholder and shall be
      entitled to the rights and subject to the obligations of the Certificateholders
      hereunder upon such transferee’s acceptance of such Certificate duly registered
      in such transferee’s name pursuant to and upon satisfaction of the conditions
      set forth in Section 3.05.

     

    Section
      3.04 Authentication
      of Certificate.
      Concurrently with the acquisition of the Loans by the Trust, the Owner Trustee
      or the Certificate Paying Agent shall cause each Class of Certificates to be
      issued in a Certificate Percentage Interest of 100.00%, to be executed on behalf
      of the Trust, authenticated and delivered to or upon the written order of the
      Depositor, signed by its chairman of the board, its president or any vice
      president, without further corporate action by the Depositor, in the authorized
      denomination. A Certificate shall not entitle its holder to any benefit under
      this Trust Agreement or be valid for any purpose unless there shall appear
      on
      such Certificate a certificate of authentication substantially in the form
      set
      forth in Exhibit A, Exhibit I, Exhibit K or Exhibit L executed by the Owner
      Trustee or the Certificate Paying Agent, by manual signature; such
      authentication shall constitute conclusive evidence that such Certificate shall
      have been duly authenticated and delivered hereunder. Each Certificate shall
      be
      dated the date of its authentication.

     

    Section
      3.05 Registration
      of and Limitations on Transfer and Exchange of Certificate.
      The
      Certificate Registrar shall keep or cause to be kept, at the office or agency
      maintained pursuant to Section 3.09, a Certificate Register in which,
      subject to such reasonable regulations as it may prescribe, the Certificate
      Registrar shall provide for the registration of the Certificates and of
      transfers and exchanges of the Certificates as herein provided. The Indenture
      Trustee shall be the initial Certificate Registrar. If the Certificate Registrar
      resigns or is removed, the Owner Trustee shall appoint a successor Certificate
      Registrar.

     

    Upon
      surrender for registration or transfer of a Certificate at the office or agency
      maintained pursuant to Section 3.09, the Owner Trustee shall execute,
      authenticate and deliver (or shall cause the Certificate Registrar as its
      authenticating agent to authenticate and deliver) in the name of the designated
      transferee or transferees, a new Certificate in authorized denominations of
      a
      like aggregate amount dated the date of authentication by the Owner Trustee
      or
      any authenticating agent. At the option of a Certificateholder, such
      Certificateholder’s Certificate may be exchanged for another Certificate of
      authorized denominations of a like aggregate amount upon surrender of the
      Certificate to be exchanged at the office or agency maintained pursuant to
      Section 3.09.

     

    Every
      Certificate presented or surrendered for registration of transfer or exchange
      shall be accompanied by a written instrument of transfer in form satisfactory
      to
      the Certificate Registrar duly executed by the registered holder of such
      Certificate or such holder’s attorney duly authorized in writing. When a
      Certificate is surrendered for registration of transfer or exchange it shall
      be
      canceled and subsequently disposed of by the Certificate Registrar in accordance
      with its customary practice.

     

    No
      service charge shall be made for any registration of transfer or exchange of
      any
      Certificate, but the Owner Trustee or the Certificate Registrar 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 any
      Certificate.

     

    Except
      as
      described below, no transfer of any Class G, Class 1A-R and Class 2A-R
      Certificate or interest therein shall be made to any Person that is not a United
      States Person. Each Class G, Class 1A-R and Class 2A-R Certificateholder shall
      establish its non-foreign status by submitting to the Certificate Paying Agent
      an IRS Form W-9 and the Certificate of Non-Foreign Status set forth in Exhibit
      G
      hereto, which certificate shall not be an expense of the Trust, the Owner
      Trustee, the Certificate Registrar or the Depositor. If a Class G, Class 1A-R
      or
      Class 2A-R Certificateholder is unable to provide a Certificate of Non-Foreign
      Status, such Certificateholder must provide an Opinion of Counsel as described
      in the preceding paragraph..

     

    A
      Certificate may be transferred to a Class G, Class 1A-R or Class 2A-R
      Certificateholder unable to establish its non-foreign status as described in
      the
      preceding paragraph only if such Certificateholder provides an Opinion of
      Counsel, which Opinion of Counsel shall not be an expense of the Trust, the
      Owner Trustee, the Certificate Registrar or the Depositor, satisfactory to
      the
      Depositor, that such transfer (1) will not affect the tax status of the Owner
      Trust and (2) will not adversely affect the interests of the Certificateholders
      or any Noteholder, including, without limitation, as a result of the imposition
      of any United States federal withholding taxes on the Trust (except to the
      extent that such withholding taxes would be payable solely from amounts
      otherwise distributable to the Certificate of the prospective transferee).
      If
      such transfer occurs and such foreign Certificateholder becomes subject to
      such
      United States federal withholding taxes, any such taxes will be withheld by
      the
      Indenture Trustee. Each Certificateholder unable to establish its non-foreign
      status shall submit to the Certificate Paying Agent a copy of its Form W-8BEN
      and shall resubmit such Form W-8BEN every three years.

     

    No
      transfer, sale, pledge or other disposition of the Class 1P, Class 1X-1, Class
      1X-2, Class 1X-S, Class G, Class 2P, Class 2X-1 or Class 2X-2 Certificates
      shall
      be made unless such transfer, sale, pledge or other disposition is exempt from
      the registration requirements of the Securities Act and any applicable state
      securities laws or is made in accordance with said Act and laws. In the event
      of
      any such transfer, the Certificate Registrar or the Depositor shall prior to
      such transfer require the transferee to execute either (i) an investment letter
      in substantially the form attached hereto as Exhibit C (or in such form and
      substance reasonably satisfactory to the Certificate Registrar and the
      Depositor) which investment letters shall not be an expense of the Trust, the
      Owner Trustee, the Certificate Registrar, the Servicers, the Special Servicer
      or
      the Depositor and which investment letter states that, among other things,
      such
      transferee (a) is a “qualified institutional buyer” as defined under Rule 144A,
      acting for its own account or the accounts of other “qualified institutional
      buyers” as defined under Rule 144A, and (b) is aware that the proposed
      transferor intends to rely on the exemption from registration requirements
      under
      the Securities Act of 1933, as amended, provided by Rule 144A or (ii) (a) a
      written Opinion of Counsel acceptable to and in form and substance satisfactory
      to the Certificate Registrar and the Depositor that such transfer may be made
      pursuant to an exemption, describing the applicable exemption and the basis
      therefor, from said Act and laws or is being made pursuant to said Act and
      laws,
      which Opinion of Counsel shall not be an expense of the Trust, the Owner
      Trustee, the Certificate Registrar, the Servicers, the Special Servicer or
      the
      Depositor and (b) the transferee executes a representation letter,
      substantially in the form of Exhibit D hereto, and the transferor executes
      a
      representation letter, substantially in the form of Exhibit E hereto, each
      acceptable to and in form and substance satisfactory to the Certificate
      Registrar and the Depositor certifying the facts surrounding such transfer,
      which representation letters shall not be an expense of the Trust, the Owner
      Trustee, the Certificate Registrar, the Servicer or the Depositor. The
      Certificateholder desiring to effect such transfer shall, and does hereby agree
      to, indemnify the Trust, the Owner Trustee, the Certificate Registrar, the
      Servicers, the Special Servicer and the Depositor 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 a Certificate or any interest therein shall be made to any Person
      using Plan Assets unless the Depositor, the Owner Trustee, the Certificate
      Registrar, the Servicers and the Special Servicer are provided with an Opinion
      of Counsel which establishes to the satisfaction of the Depositor, the Owner
      Trustee, the Certificate Registrar, the Servicers and the Special Servicer
      that
      the purchase of such Certificate 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 Owner
      Trustee, the Trust, the Certificate Registrar, the Servicers or the Special
      Servicer to any obligation or liability (including obligations or liabilities
      under ERISA or Section 4975 of the Code) in addition to those undertaken in
      this Trust Agreement, which Opinion of Counsel shall not be an expense of the
      Depositor, the Owner Trustee, the Certificate Registrar, the Servicers or the
      Special Servicer. In lieu of such Opinion of Counsel, a Plan, any Person acting,
      directly or indirectly, on behalf of any such Plan or any Person acquiring
      a
      Certificate with Plan Assets of a Plan may provide a certification in the form
      of Exhibit F to this Trust Agreement, which the Depositor, the Owner Trustee,
      the Certificate Registrar, the Servicers and the Special Servicer may rely
      upon
      without further inquiry or investigation. Neither an Opinion of Counsel nor
      a
      certification will be required in connection with the initial transfer of the
      Certificates by the Depositor to the Underwriter and the Depositor shall be
      deemed to have represented that the Underwriter is not a Plan or a Person
      investing Plan Assets of any Plan) and the Owner Trustee and the Certificate
      Registrar shall be entitled to conclusively rely upon a representation (which,
      upon the request of the Owner Trustee, shall be a written representation) from
      the Depositor of the status of such transferee as an affiliate of the
      Depositor.

     

    In
      addition, no transfer of a Certificate shall be permitted, and no such transfer
      shall be registered by the Certificate Registrar or be effective hereunder,
      if
      such transfer or the registration of such transfer would cause the Trust to
      be
      classified as a publicly traded partnership, taxable as a corporation for
      federal income tax purposes by causing the Trust to have more than 100
      Certificateholders at any time during the taxable year of the Trust, an
      association taxable as a corporation, a corporation or a taxable mortgage pool
      for federal and relevant state income tax purposes.

     

    In
      addition, with respect to each Class G, Class 1A-R or Class 2A-R Certificate,
      (i) each Person who has or who acquires any Ownership Interest in a Class G,
      Class 1A-R or Class 2A-R Certificate shall be deemed by the acceptance or
      acquisition of such Ownership Interest to have agreed to be bound by the
      following provisions and to have irrevocably authorized the Certificate Paying
      Agent 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 Class G, Class 1A-R or Class 2A-R
      Certificate are expressly subject to the following provisions:

     

    (A) Each
      Person holding or acquiring any Ownership Interest in a Class G, Class 1A-R
      or
      Class 2A-R Certificate shall be a Permitted Transferee and shall promptly notify
      the Owner Trustee 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 Class
      G,
      Class 1A-R or Class 2A-R Certificate, the Certificate Registrar shall require
      delivery to it, and shall not register the Transfer of any Class G, Class 1A-R
      or Class 2A-R Certificate until its receipt of, (I) an affidavit and agreement
      (a “Transfer Affidavit and Agreement,” in the form attached hereto as Exhibit
      J-1) from the proposed Transferee, in form and substance satisfactory to the
      Certificate Registrar, representing and warranting, among other things, that
      it
      is a Permitted Transferee, that it is not acquiring its Ownership Interest
      in
      the Class G, Class 1A-R or Class 2A-R Certificate that is the subject of the
      proposed Transfer as a nominee, trustee or agent for any Person who is not
      a
      Permitted Transferee, that for so long as it retains its Ownership Interest
      in a
      Class G, Class 1A-R or Class 2A-R Certificate, it will endeavor to remain a
      Permitted Transferee, and that it has reviewed the provisions of this
      Section 3.05 and agrees to be bound by them, and (II) a certificate, in the
      form attached hereto as Exhibit J-2, from the Certificateholder of a Class
      G,
      Class 1A-R or Class 2A-R Certificate wishing to transfer the Class G, Class
      1A-R
      or Class 2A-R Certificate, in form and substance satisfactory to the Certificate
      Registrar, representing and warranting, among other things, that no purpose
      of
      the proposed Transfer is to impede the assessment or collection of
      tax.

     

    (C) Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if a Responsible Officer of the Certificate Registrar
      who is assigned to this Agreement has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Class G, Class 1A-R or Class 2A-R Certificate to such proposed Transferee
      shall be effected.

     

    (D) Each
      Person holding or acquiring any Ownership Interest in a Class G, Class 1A-R
      or
      Class 2A-R 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 Class G, Class 1A-R or Class 2A-R Certificate and (y)
      not to transfer its Ownership Interest unless it provides a certificate to
      the
      Certificate Registrar in the form attached hereto as Exhibit J-2.

     

    (E) Each
      Person holding or acquiring an Ownership Interest in a Class G, Class
      1A-R or Class 2A-R Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the
      Certificate Registrar written notice that it is a “pass-through interest holder”
within the meaning of Temporary Treasury Regulations
      Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
      Interest in a Class 1A-R or Class 2A-R Certificate, if it is, or is holding
      an
      Ownership Interest in a Class 1A-R or Class 2A-R Certificate on behalf of,
      a
“pass-through interest holder.”

     

    (ii) The
      Certificate Registrar will register the Transfer of any Class G, Class 1A-R
      or
      Class 2A-R Certificate only if it shall have received the Transfer Affidavit
      and
      Agreement, a certificate of the Certificateholder of a Class G, Class 1A-R
      or
      Class 2A-R Certificate requesting such transfer in the form attached hereto
      as
      Exhibit J-2 and all of such other documents as shall have been reasonably
      required by the Certificate Registrar as a condition to such registration.
      Transfers of the Class 1A-R or Class 2A-R Certificates to Non-United States
      Persons and Disqualified Organizations (as defined in Section 860E(e)(5) of
      the Code) are prohibited.

     

    (iii) (1) If
      any
      Disqualified Organization shall become a holder of a Class 1A-R or Class 2A-R
      Certificate, then the last preceding Permitted Transferee shall be restored,
      to
      the extent permitted by law, to all rights and obligations as Certificateholder
      of a Class G, Class 1A-R or Class 2A-R Certificate thereof retroactive to the
      date of registration of such Transfer of such Class 1A-R or Class 2A-R
      Certificate. If a Non-United States Person shall become a holder of a Class
      G,
      Class 1A-R or Class 2A-R Certificate, then the last preceding United States
      Person shall be restored, to the extent permitted by law, to all rights and
      obligations as Certificateholder of a Class G, Class 1A-R or Class 2A-R
      Certificate thereof retroactive to the date of registration of such Transfer
      of
      such Class G, Class 1A-R or Class 2A-R Certificate. If a transfer of a Class
      Class G, Class 1A-R or Class 2A-R Certificate is disregarded pursuant to the
      provisions of Treasury Regulations Section 1.860E-1 or
      Section 1.860G-3, then the last preceding Permitted Transferee shall be
      restored, to the extent permitted by law, to all rights and obligations as
      Certificateholder of a Class G, Class 1A-R or Class 2A-R Certificate thereof
      retroactive to the date of registration of such Transfer of such Class G, Class
      1A-R or Class 2A-R Certificate. The Certificate Registrar shall be under no
      liability to any Person for any registration of Transfer of a Class G, Class
      1A-R or Class 2A-R Certificate that is in fact not permitted by this
      Section 3.05 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 Certificateholder of a Class G, Class 1A-R
      or Class 2A-R Certificate in violation of the restrictions in this
      Section 3.05 and to the extent that the retroactive restoration of the
      rights of the Certificateholder of such Class G, Class 1A-R or Class 2A-R
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Certificate Registrar shall have the right, without
      notice to the holder or any prior holder of such Class G, Class 1A-R or Class
      2A-R Certificate, to sell such Class G, Class 1A-R or Class 2A-R Certificate
      to
      a purchaser selected by the Certificate Registrar on such terms as the
      Certificate Registrar may choose. Such purported Transferee shall promptly
      endorse and deliver each Class G, Class 1A-R or Class 2A-R Certificate in
      accordance with the instructions of the Certificate Registrar. Such purchaser
      may be the Servicer itself or any Affiliate of the Servicer. The proceeds of
      such sale, net of the commissions (which may include commissions payable to
      the
      Servicer or its Affiliates), expenses and taxes due, if any, will be remitted
      by
      the Certificate Registrar to such purported Transferee. The terms and conditions
      of any sale under this clause (iii)(B) shall be determined in the sole
      discretion of the Certificate Registrar, and the Certificate Registrar shall
      not
      be liable to any Person having an Ownership Interest in a Class G, Class 1A-R
      or
      Class 2A-R Certificate as a result of its exercise of such
      discretion.

     

    (iv) The
      Certificate Paying Agent shall make available, upon written request from the
      Internal Revenue Service and any potentially affected Person, all information
      necessary to compute any tax imposed (A) as a result of the Transfer of an
      Ownership Interest in a Class G, Class 1A-R or Class 2A-R Certificate to any
      Person who is a Disqualified Organization, including the information regarding
      “excess inclusions” of such Class 1A-R or Class 2A-R Certificates required to be
      provided to the Internal Revenue Service and certain Persons as described in
      Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), 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 Class G,
      Class 1A-R or Class 2A-R Certificate having as among its record holders at
      any
      time any Person who is a Disqualified Organization. Reasonable compensation
      for
      providing such information may be required by the REMIC Administrator before
      it
      will provide such information to any such potentially affected
      Person.

     

    (v) The
      provisions of this Section 3.05 set forth prior to this clause (v) may be
      modified, added to or eliminated, provided that there shall have been delivered
      to the Owner Trustee 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, if any, if determined without regard
      to
      the Policy, of any Class of the Notes below the lower of the then-current rating
      or the rating assigned to such Notes as of the Closing Date by such Rating
      Agency, if determined without regard to the Policy; and

     

    (B) subject
      to Section 10.01(f), an Officers’ Certificate of the Indenture Trustee
      stating that the Indenture Trustee has received an Opinion of Counsel, in form
      and substance satisfactory to the Indenture Trustee, to the effect that such
      modification, addition to or absence of such provisions will not cause any
      portion of either of the REMICs to cease to qualify as a REMIC and will not
      cause (x) any portion of either of the REMICs to be subject to an
      entity-level tax caused by the Transfer of any Class A-R Certificate to a
      Person that is a Disqualified Organization or (y) a Certificateholder or another
      Person to be subject to a REMIC-related tax caused by the Transfer of a
      Class A-R Certificate to a Person that is not a Permitted
      Transferee.

     

    Section
      3.06 Mutilated,
      Destroyed, Lost or Stolen Certificates.
      If (a)
      any mutilated Certificate shall be surrendered to the Certificate Registrar,
      or
      if the Certificate Registrar shall receive evidence to its satisfaction of
      the
      destruction, loss or theft of any Certificate and (b) there shall be delivered
      to the Certificate Registrar and the Owner Trustee such security or indemnity
      as
      may be required by them to save each of them and the Trust from harm, then
      in
      the absence of notice to the Certificate Registrar or the Owner Trustee that
      such Certificate has been acquired by a protected purchaser, the Owner Trustee
      shall execute on behalf of the Trust and the Owner Trustee or the Certificate
      Paying Agent, as the Trust’s authenticating agent, shall authenticate and
      deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or
      stolen Certificate, a new Certificate of like tenor and denomination. In
      connection with the issuance of any new Certificate under this
      Section 3.06, the Owner Trustee or the Certificate Registrar may require
      the payment of a sum sufficient to cover any tax or other governmental charge
      that may be imposed in connection therewith. Any duplicate Certificate issued
      pursuant to this Section 3.06 shall constitute conclusive evidence of
      ownership in the Trust, as if originally issued, whether or not the lost, stolen
      or destroyed Certificate shall be found at any time.

     

    Section
      3.07 Persons
      Deemed Certificateholders.
      Prior
      to due presentation of the Certificates for registration of transfer, the Owner
      Trustee, the Certificate Registrar or any Certificate Paying Agent may treat
      the
      Person in whose name any Certificate is registered in the Certificate Register
      as the owner of such Certificate for the purpose of receiving distributions
      pursuant to Section 5.02 and for all other purposes whatsoever, and none of
      the Trust, the Owner Trustee, the Certificate Registrar or any Certificate
      Paying Agent shall be bound by any notice to the contrary.

     

    Section
      3.08 Access
      to Certificateholders’ Name and Addresses.
      The
      Certificate Registrar shall furnish or cause to be furnished to the Depositor
      or
      the Owner Trustee, within 15 days after receipt by the Certificate
      Registrar of a written request therefor from the Depositor or the Owner Trustee,
      a list, in such form as the Depositor or the Owner Trustee, as the case may
      be,
      may reasonably require, of the names and addresses of the Certificateholders
      as
      of the most recent Record Date. Each Certificateholder, by receiving and holding
      the Certificates, shall be deemed to have agreed not to hold any of the Trust,
      the Depositor, the Certificate Registrar or the Owner Trustee accountable by
      reason of the disclosure of its name and address, regardless of the source
      from
      which such information was derived.

     

    Section
      3.09 Maintenance
      of Office or Agency.
      The
      Certificate Registrar shall maintain in the City of New York an office or
      offices or agency or agencies where the Certificates may be surrendered for
      registration of transfer or exchange and where notices and demands to or upon
      the Trust in respect of the Certificates and the Basic Documents may be served.
      The Certificate Registrar initially designates the Corporate Trust Office of
      the
      Indenture Trustee as its office for such purposes. The Indenture Trustee shall
      give prompt written notice to the Depositor and the Certificateholders of any
      change in the location of the Certificate Register or any such office or
      agency.

     

    Section
      3.10 Certificate
      Paying Agent.
      (a) The
      Certificate Paying Agent shall make distributions to the Certificateholders
      from
      the Certificate Distribution Account on behalf of the Trust in accordance with
      the provisions of the Certificates and Section 5.01 hereof from payments
      remitted to the Certificate Paying Agent by the Indenture Trustee pursuant
      to
      Section 3.05 of the Indenture. The Trust hereby appoints the Indenture
      Trustee as Certificate Paying Agent. The Certificate Paying Agent
      shall:

     

    (i) hold
      all
      sums held by it for the payment of amounts due with respect to the Certificates
      in trust for the benefit of the Persons entitled thereto until such sums shall
      be paid to such Persons or otherwise disposed of as herein
      provided;

     

    (ii) give
      the
      Owner Trustee notice of any default by the Trust of which it has actual
      knowledge in the making of any payment required to be made with respect to
      the
      Certificates;

     

    (iii) at
      any
      time during the continuance of any such default by the Trust, upon the written
      request of the Owner Trustee forthwith pay to the Owner Trustee on behalf of the
      Trust all sums held in trust by the Certificate Paying Agent pursuant to clause
      (i) above;

     

    (iv) immediately
      resign as Certificate Paying Agent and forthwith pay to the Owner Trustee on
      behalf of the Trust all sums held by it in trust for the payment of the
      Certificates if at any time it ceases to meet the standards required to be
      met
      by the Certificate Paying Agent at the time of its appointment;

     

    (v) comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on the Certificates of any applicable withholding taxes
      imposed thereon and with respect to any applicable reporting requirements in
      connection therewith; and

     

    (vi) deliver
      to the Owner Trustee a copy of the report to Certificateholders prepared with
      respect to each Payment Date by the Indenture Trustee.

     

    (b) The
      Trust
      may revoke such power and remove the Certificate Paying Agent if the Owner
      Trustee determines in its sole discretion that the Certificate Paying Agent
      shall have failed to perform its obligations under this Trust Agreement in
      any
      material respect. The Indenture Trustee shall be permitted to resign as
      Certificate Paying Agent upon 30 days written notice to the Owner Trustee;
      provided the Indenture Trustee is also resigning as Paying Agent and Indenture
      Trustee under the Indenture at such time and Administrator under the
      Administration Agreement. In the event that the Indenture Trustee shall no
      longer be the Certificate Paying Agent under this Trust Agreement and Paying
      Agent under the Indenture, the Owner Trustee shall appoint a successor to act
      as
      Certificate Paying Agent (which shall be a bank or trust company) and which
      shall also be the successor Paying Agent under the Indenture. The Owner Trustee
      shall cause such successor Certificate Paying Agent or any additional
      Certificate Paying Agent appointed by the Owner Trustee to execute and deliver
      to the Owner Trustee an instrument to the effect set forth in this
      Section 3.10 as it relates to the Certificate Paying Agent. The Certificate
      Paying Agent shall return all unclaimed funds to the Trust and upon removal
      of a
      Certificate Paying Agent such Certificate Paying Agent shall also return all
      funds in its possession to the Trust. The provisions of Sections 6.01, 6.04,
      6.05, 6.06, 6.07, 7.01 and 7.02 shall apply to the Certificate Paying Agent
      to
      the extent applicable. Any reference in this Trust Agreement to the Certificate
      Paying Agent shall include any co-paying agent unless the context requires
      otherwise.

     

    (c) The
      Certificate Paying Agent shall establish and maintain with itself the
      Certificate Distribution Account in which the Certificate Paying Agent shall
      deposit, on the same day as it is received from the Indenture Trustee, each
      remittance received by the Certificate Paying Agent with respect to payments
      made pursuant to the Indenture. The Certificate Paying Agent shall make all
      distributions on the Certificates from moneys on deposit in the Certificate
      Distribution Account.

     

    Section
      3.11 Subordination.
      Except
      as otherwise provided in the Basic Documents, for so long as any Notes are
      outstanding or unpaid, the Certificateholders will generally be subordinated
      in
      right of payment, under the Certificates or otherwise, to payments to the
      Noteholders under, or otherwise related to, the Indenture. If an Event of
      Default has occurred and is continuing under the Indenture, the Certificates
      will be fully subordinated to obligations owing by the Trust to the Noteholders
      under, or otherwise related to, the Indenture, and no distributions will be
      made
      on the Certificates until the Noteholders, the Administrator, the Servicers
      and
      the Indenture Trustee have been irrevocably paid in full.

     

    ARTICLE
      IV

     

    AUTHORITY
      AND DUTIES OF OWNER TRUSTEE

     

    Section
      4.01 General
      Authority.
      The
      Owner Trustee is authorized and directed to execute and deliver the Basic
      Documents to which the Trust is to be a party and each certificate or other
      document attached as an exhibit to or contemplated by the Basic Documents to
      which the Trust is to be a party and any amendment or other agreement or
      instrument described herein, in each case, in such form as the Owner Trustee
      shall approve, as evidenced conclusively by the Owner Trustee’s execution
      thereof.

     

    Section
      4.02 General
      Duties.
      The
      Owner Trustee shall be responsible to administer the Trust pursuant to the
      terms
      of this Trust Agreement and in the interest of the Certificateholders, subject
      to the Basic Documents and in accordance with the provisions of this Trust
      Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed
      to
      have discharged its duties under this Trust Agreement and the other Basic
      Documents to the extent that the Sponsor or the Administrator shall have agreed
      in the Administration Agreement to perform the duties of the Owner Trustee
      or
      the Trust, and the Owner Trustee shall not be responsible for monitoring the
      performance of such duties by the Sponsor or the Administrator, nor shall the
      Owner Trustee be liable for the acts or omissions of the Sponsor or the
      Administrator. In no event shall the Owner Trustee be obligated to assume the
      duties of the Sponsor in the event of the Sponsor’s resignation, removal,
      insolvency or other incapacity.

     

    Section
      4.03 Action
      upon Instruction.

     

    (a) Subject
      to this Article IV and in accordance with the terms of the Basic Documents,
      holders of a majority of the Certificate Percentage Interest or each class
      of
      Certificates may by written instruction direct the Owner Trustee in the
      management of the Trust. Such direction may be exercised at any time by written
      instruction of a majority of the Certificate Percentage Interest or each class
      of Certificates pursuant to this Article IV.

     

    (b) Notwithstanding
      the foregoing, the Owner Trustee shall not be required to take any action
      hereunder or under any Basic Document if the Owner Trustee shall have reasonably
      determined, or shall have been advised by counsel, that such action is likely
      to
      result in liability on the part of the Owner Trustee or is contrary to the
      terms
      hereof or of any Basic Document or is otherwise contrary to law.

     

    (c) Whenever
      the Owner Trustee is required to decide or is unable to decide between
      alternative courses of action permitted or required by the terms of this Trust
      Agreement or under any Basic Document, or in the event that the Owner Trustee
      is
      unsure as to the application of any provision of this Trust Agreement or any
      Basic Document or any such provision is ambiguous as to its application, or
      is,
      or appears to be, in conflict with any other applicable provision, or in the
      event that this Trust Agreement permits any determination by the Owner Trustee
      or is silent or is incomplete as to the course of action that the Owner Trustee
      is required to take with respect to a particular set of facts, the Owner Trustee
      shall promptly give notice (in such form as shall be appropriate under the
      circumstances) to the Certificateholders requesting direction as to the course
      of action to be adopted and to the extent the Owner Trustee acts in good faith
      in accordance with any written instructions received from such
      Certificateholders pursuant to Section 4.03(a) above, the Owner Trustee shall
      not be liable on account of such action to any Person. If the Owner Trustee
      shall not have received appropriate instruction within 10 days of such notice
      (or within such shorter period of time as reasonably may be specified in such
      notice or may be necessary under the circumstances) it may, but shall be under
      no duty to, take or refrain from taking such action not inconsistent with this
      Trust Agreement or the Basic Documents, as it shall deem to be in the best
      interests of the Certificateholders, and the Owner Trustee shall have no
      liability to any Person for such action or inaction.

     

    Section
      4.04 No
      Duties Except as Specified under Specified Documents or in
      Instructions.
      The
      Owner Trustee shall not have any duty or obligation to manage, make any payment
      with respect to, register, record, sell, dispose of, or otherwise deal with
      the
      Owner Trust Estate, or to otherwise take or refrain from taking any action
      under, or in connection with, any document contemplated hereby to which the
      Owner Trustee is a party, except as expressly required by this Trust Agreement;
      and no implied duties or obligations shall be read into this Trust Agreement
      or
      any Basic Document against the Owner Trustee. The Owner Trustee shall have
      no
      responsibility to prepare or file any financing or continuation statement in
      any
      public office at any time or to otherwise perfect or maintain the perfection
      of
      any security interest or lien granted to it hereunder or to prepare or file
      any
      Securities and Exchange Commission filing for the Trust or to record this Trust
      Agreement or any Basic Document. The Owner Trustee nevertheless agrees that
      it
      will, at its own cost and expense, promptly take all action as may be necessary
      to discharge any liens on any part of the Owner Trust Estate that result from
      actions by, or claims against, the Owner Trustee in its individual capacity
      that
      are not related to the ownership or the administration of the Owner Trust
      Estate.

     

    Section
      4.05 Restrictions.

     

    (a) The
      Owner
      Trustee shall not take any action (x) that is inconsistent with the purposes
      of
      the Trust set forth in Section 2.03 or (y) that, to the actual knowledge of
      the Owner Trustee, would result in the Trust becoming taxable as a corporation
      for federal income tax purposes. The Certificateholders shall not direct the
      Owner Trustee to take action that would violate the provisions of this
      Section 4.05.

     

    (b) The
      Owner
      Trustee shall not convey or transfer any of the Trust’s properties or assets,
      including those included in the Owner Trust Estate, to any person unless (a)
      it
      shall have received an Opinion of Counsel to the effect that such transaction
      will not have any material adverse tax consequence to the Trust or any
      Certificateholder and (b) such conveyance or transfer shall not violate the
      provisions of Section 3.15(b) of the Indenture.

     

    Section
      4.06 Prior
      Notice to the Certificateholders with Respect to Certain Matters.
      With
      respect to the following matters, the Owner Trustee shall not take action unless
      at least 30 days before the taking of such action, the Owner Trustee shall
      have notified the Certificateholders of the proposed action and the holders
      of a
      majority of the Certificate Percentage Interest shall not have notified the
      Owner Trustee in writing prior to the 30th day after such notice is given that
      such holders have withheld consent or provided alternative
      direction:

     

    (a) the
      initiation of any claim or lawsuit by the Trust and the compromise of any
      action, claim or lawsuit brought by or against the Trust;

     

    (b) the
      election by the Trust to file an amendment to the Certificate of Trust (unless
      such amendment is required to be filed under the Statutory Trust
      Statute);

     

    (c) the
      amendment of the Indenture by a supplemental indenture in circumstances where
      the consent of any Noteholder is required;

     

    (d) the
      amendment of the Indenture by a supplemental indenture in circumstances where
      the consent of any Noteholder is not required and such amendment materially
      adversely affects the interest of the Certificateholders; and

     

    (e) the
      appointment pursuant to the Indenture of a successor Note Registrar, Paying
      Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor
      Certificate Registrar or Certificate Paying Agent or the consent to the
      assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate
      Registrar or Certificate Paying Agent of its obligations under the Indenture
      or
      this Trust Agreement, as applicable.

     

    Section
      4.07 Action
      by Certificateholders with Respect to Certain Matters.
      The
      Owner Trustee shall not have the power, except upon the direction of the
      Certificateholders, to (a) remove the Servicers under the Servicing
      Agreement pursuant to Sections 7.01 and 8.05 thereof or (b) except as expressly
      provided in the Basic Documents, sell the Loans after the termination of the
      Indenture. The Owner Trustee shall take the actions referred to in the preceding
      sentence only upon written instructions signed by the
      Certificateholders.

     

    Section
      4.08 Action
      by Certificateholder with Respect to Bankruptcy.
      The
      Owner Trustee shall not have the power to commence a voluntary proceeding in
      bankruptcy relating to the Trust without the prior approval of the
      Certificateholders and the delivery to the Owner Trustee by each
      Certificateholder of a certificate certifying that such Certificateholder
      reasonably believes that the Trust is insolvent.

     

    Section
      4.09 Restrictions
      on Certificateholders’ Power.
      The
      Certificateholders shall not direct the Owner Trustee to take or to refrain
      from
      taking any action if such action or inaction would be contrary to any obligation
      of the Trust or the Owner Trustee under this Trust Agreement or any of the
      Basic
      Documents or would be contrary to Section 2.03, nor shall the Owner Trustee
      be obligated to follow any such direction, if given.

     

    Section
      4.10 Doing
      Business in Other Jurisdictions.
      Notwithstanding anything contained herein to the contrary, neither Wilmington
      Trust Company nor the Owner Trustee shall be required to take any action in
      any
      jurisdiction other than in the State of Delaware if the taking of such action
      will, even after the appointment of a co-trustee or separate trustee in
      accordance with Section 9.05 hereof, (i) require the consent or approval or
      authorization or order of or the giving of notice to, or the registration with
      or the taking of any other action in respect of, any state or other governmental
      authority or agency of any jurisdiction other than the State of Delaware; (ii)
      result in any fee, tax or other governmental charge under the laws of the State
      of Delaware becoming payable by Wilmington Trust Company, or (iii) subject
      Wilmington Trust Company to personal jurisdiction in any jurisdiction other
      than
      the State of Delaware for causes of action arising from acts unrelated to the
      consummation of the transactions by Wilmington Trust Company or the Owner
      Trustee, as the case may be, contemplated hereby.

     

    ARTICLE
      V

     

    Application
      of Trust Funds

     

    Section
      5.01 Distributions.

     

    (a) On
      each
      Payment Date, the Certificate Paying Agent shall distribute from amounts on
      deposit in the Certificate Distribution Account, the Class G Certificate
      Distribution Amount with respect to such Payment Date to the holders of the
      Class G Certificates. On each Payment Date, the Certificate Paying Agent shall
      distribute from amounts on deposit in the Certificate Distribution Account,
      the
      Class 1A-R Certificate Distribution Amount with respect to such Payment
      Date to the holders of the Class 1A-R Certificates. On each Payment Date,
      the Certificate Paying Agent shall distribute from amounts on deposit in the
      Certificate Distribution Account, the Class 2A-R Certificate Distribution
      Amount with respect to such Payment Date to the holders of the Class 2A-R
      Certificates. On each Payment Date, the Certificate Paying Agent shall
      distribute from amounts on deposit in the Certificate Distribution Account,
      the
      Class 1P Certificate Distribution Amount with respect to such Payment Date
      to
      the holders of the Class 1P Certificates. On each Payment Date, the Certificate
      Paying Agent shall distribute from amounts on deposit in the Certificate
      Distribution Account, the Class 1X-1 Distribution Amount with respect to
      such Payment Date to the holders of the Class 1X-1 Certificates. On each
      Payment Date, the Certificate Paying Agent shall distribute from amounts on
      deposit in the Certificate Distribution Account, the Class 1X-2
      Distribution Amount with respect to such Payment Date to the holders of the
      Class 1X-2 Certificates. On each Payment Date, the Certificate Paying Agent
      shall distribute from amounts on deposit in the Certificate Distribution
      Account, the Class 1X-S Certificate Distribution Amount with respect to
      such Payment Date to the holders of the Class 1X-S Certificates. On each
      Payment Date, the Certificate Paying Agent shall distribute from amounts on
      deposit in the Certificate Distribution Account, the Class 2P Certificate
      Distribution Amount with respect to such Payment Date to the holders of the
      Class 2P Certificates. On each Payment Date, the Certificate Paying Agent
      shall distribute from amounts on deposit in the Certificate Distribution
      Account, the Class 2X-1 Distribution Amount with respect to such Payment
      Date to the holders of the Class 2X-1 Certificates. On each Payment Date,
      the Certificate Paying Agent shall distribute from amounts on deposit in the
      Certificate Distribution Account, the Class 2X-2 Certificate Distribution
      Amount with respect to such Payment Date to the holders of the Class 2X-2
      Certificates. In the event that there are any funds remaining in the Certificate
      Distribution Account on any Payment Date after the distribution of the Class
      G
      Certificate Distribution Amount, the Class 1A-R Certificate Distribution
      Amount, the Class 2A-R Certificate Distribution Amount, the Class 1P
      Certificate Distribution Amount, the Class 1X-1 Distribution Amount, the
      Class 1X-2 Distribution Amount, the Class 1X-S Certificate
      Distribution Amount, the Class 2P Certificate Distribution Amount, the
      Class 2X-1 Distribution Amount and the Class 2X-2 Certificate Distribution
      Amount, such amounts shall be distributed to the holders of the Class 1A-R
      Certificates. 

     

    (b) In
      the
      event that any withholding tax is imposed on the distributions (or allocations
      of income) to the Certificateholders, such tax shall reduce the amount otherwise
      distributable to the Certificateholders in accordance with this
      Section 5.01. The Certificate Paying Agent is hereby authorized and
      directed to retain or cause to be retained from amounts otherwise distributable
      to the Certificateholders sufficient funds for the payment of any tax that
      is
      legally owed by the Trust (but such authorization shall not prevent the Owner
      Trustee from contesting any such tax in appropriate proceedings, and withholding
      payment of such tax, if permitted by law, pending the outcome of such
      proceedings). The amount of any withholding tax imposed with respect to any
      Certificateholder shall be treated as cash distributed to such Certificateholder
      at the time it is withheld by the Certificate Paying Agent. The amount of any
      such withholding tax shall be remitted by the Certificate Paying Agent, as
      required, to the appropriate taxing authority. If there is a possibility that
      withholding tax is payable with respect to a distribution (such as a
      distribution to a non-U.S. Certificateholder), the Certificate Paying Agent
      may
      in its sole discretion withhold such amounts in accordance with this paragraph
      (b).

     

    (c) Distributions
      to the Certificateholders shall be subordinated to the creditors of the Trust,
      including the Noteholders.

     

    (d) Allocations
      of profits, income and losses, as determined for federal income tax purposes,
      shall be made among the Classes R Certificates in accordance with the REMIC
      provisions and within each Class of Certificates to the Certificateholders
      on a
      pro rata basis based on the Certificate Percentage Interests
      thereof.

     

    (e) For
      federal income tax purposes, distributions on the REMIC I Regular Interests
      and
      REMIC II Regular Interests shall be in the same priority and for the same
      amounts as that provided in Section 11.02 of the Indenture.

     

    Section
      5.02 Method
      of Payment.
      Subject
      to Section 8.01(c), distributions required to be made to the
      Certificateholders on any Payment Date as provided in Section 5.01 shall be
      made to the Certificateholders of record on the preceding Record Date by wire
      transfer, in immediately available funds, to the account of each
      Certificateholder at a bank or other entity having appropriate facilities
      therefor, if such Certificateholders shall have provided to the Certificate
      Registrar appropriate written instructions at least five Business Days prior
      to
      such Payment Date or, if not, by check mailed to such Certificateholder at
      the
      address of such Certificateholder appearing in the Certificate
      Register.

     

    Section
      5.03 Signature
      on Returns.
      The
      REMIC Administrator, as agent for the Owner Trustee, shall sign on behalf of
      the
      Trust the tax returns of REMIC I, REMIC II and REMIC III. The Owner
      Trustee shall give the REMIC Administrator all such powers of attorney as are
      needed to enable the REMIC Administrator to prepare and sign such tax
      returns.

     

    Section
      5.04 Statements
      to Certificateholders.
      On each
      Payment Date, the Certificate Paying Agent shall make available on its website
      the statement or statements provided to the Owner Trustee and the Certificate
      Paying Agent by the Indenture Trustee.

     

    Section
      5.05 Tax
      Elections.
      Each
      Certificateholder agrees by its purchase of a Certificate to treat the Trust,
      other than the portion of the Trust Estate constituting the REMICs, as a
      domestic eligible entity with a single owner electing to be disregarded as
      a
      separate entity for purposes of federal and state income tax, franchise tax
      and
      any other tax measured in whole or in part by income, with the Notes being
      debt
      of the Trust, as further set forth in Section 2.06. For income tax purposes
      the parties hereto intend that the transaction set forth herein shall not be
      a
      taxable event.

     

    ARTICLE
      VI

     

    CONCERNING
      THE OWNER TRUSTEE

     

    Section
      6.01 Acceptance
      of Trusts and Duties.
      The
      Owner Trustee accepts the trusts hereby created and agrees to perform its duties
      hereunder with respect to such trusts but only upon the terms of this Trust
      Agreement. The Owner Trustee and the Certificate Paying Agent also agree to
      disburse all moneys actually received by it constituting part of the Owner
      Trust
      Estate upon the terms of the Basic Documents and this Trust Agreement. The
      Owner
      Trustee shall not be answerable or accountable hereunder or under any Basic
      Document under any circumstances, except (i) for its own willful misconduct,
      gross negligence or bad faith or (ii) in the case of the inaccuracy of any
      representation or warranty contained in Section 6.03 expressly made by the
      Owner Trustee. In particular, but not by way of limitation (and subject to
      the
      exceptions set forth in the preceding sentence):

     

    (a) No
      provision of this Trust Agreement or any Basic Document shall require the Owner
      Trustee to expend or risk funds or otherwise incur any financial liability
      in
      the performance of any of its rights, duties or powers hereunder or under any
      Basic Document if the Owner Trustee shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured or provided to it;

     

    (b) Under
      no
      circumstances shall the Owner Trustee be liable for indebtedness evidenced
      by or
      arising under any of the Basic Documents, including the principal of and
      interest on the Notes;

     

    (c) The
      Owner
      Trustee shall not be responsible for or in respect of the validity or
      sufficiency of this Trust Agreement or for the due execution hereof by the
      Depositor or for the form, character, genuineness, sufficiency, value or
      validity of any of the Owner Trust Estate, or for or in respect of the validity
      or sufficiency of the Basic Documents, the Notes, or the Certificates, other
      than the certificate of authentication on the Certificates, if executed by
      the
      Owner Trustee and the Owner Trustee shall in no event assume or incur any
      liability, duty, or obligation to any Noteholder or to any Certificateholder,
      other than as expressly provided for herein or expressly agreed to in the Basic
      Documents;

     

    (d) The
      execution, delivery, authentication and performance by it of this Trust
      Agreement will not require the authorization, consent or approval of, the giving
      of notice to, the filing or registration with, or the taking of any other action
      with respect to, any governmental authority or agency;

     

    (e) The
      Owner
      Trustee shall not be liable for the default or misconduct of the Depositor,
      Indenture Trustee or the Servicers under any of the Basic Documents or otherwise
      and the Owner Trustee shall have no obligation or liability to perform the
      obligations of the Trust under this Trust Agreement or the Basic Documents
      that
      are required to be performed by the Indenture Trustee under the Indenture,
      the
      Servicers under the Servicing Agreement or the Sponsor or the Administrator
      under the Administration Agreement; and

     

    (f) The
      Owner
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it or duties imposed by this Trust Agreement, or to institute, conduct
      or defend any litigation under this Trust Agreement or otherwise or in relation
      to this Trust Agreement or any Basic Document, at the request, order or
      direction of the Certificateholders, unless the Certificateholders have offered
      to the Owner Trustee security or indemnity satisfactory to it against the costs,
      expenses and liabilities that may be incurred by the Owner Trustee therein
      or
      thereby. The right of the Owner Trustee to perform any discretionary act
      enumerated in this Trust Agreement or in any Basic Document shall not be
      construed as a duty, and the Owner Trustee shall not be answerable for other
      than its gross negligence, bad faith or willful misconduct in the performance
      of
      any such act.

     

    Section
      6.02 Furnishing
      of Documents.
      The
      Owner Trustee shall furnish to the Securityholders promptly upon receipt of
      a
      written reasonable request therefor, duplicates or copies of all reports,
      notices, requests, demands, certificates, financial statements and any other
      instruments furnished to the Trust under the Basic Documents.

     

    Section
      6.03 Representations
      and Warranties.
      The
      Owner Trustee hereby represents and warrants to the Depositor, for the benefit
      of the Certificateholders, that:

     

    (a) It
      is a
      banking corporation duly organized and validly existing in good standing under
      the laws of the State of Delaware. It has all requisite corporate power and
      authority to execute, deliver and perform its obligations under this Trust
      Agreement;

     

    (b) It
      has
      taken all corporate action necessary to authorize the execution and delivery
      by
      it of this Trust Agreement, and this Trust Agreement will be executed and
      delivered by one of its officers who is duly authorized to execute and deliver
      this Trust Agreement on its behalf;

     

    (c) Neither
      the execution nor the delivery by it of this Trust Agreement, nor the
      consummation by it of the transactions contemplated hereby nor compliance by
      it
      with any of the terms or provisions hereof will contravene any federal or
      Delaware law, governmental rule or regulation governing the banking or trust
      powers of the Owner Trustee or any judgment or order binding on it, or
      constitute any default under its charter documents or bylaws or any indenture,
      mortgage, contract, agreement or instrument to which it is a party or by which
      any of its properties may be bound;

     

    (d) This
      Trust Agreement, assuming due authorization, execution and delivery by the
      Depositor, constitutes a valid, legal and binding obligation of the Owner
      Trustee, enforceable against it in accordance with the terms hereof subject
      to
      applicable bankruptcy, insolvency, reorganization, moratorium and other laws
      affecting the enforcement of creditors’ rights generally and to general
      principles of equity, regardless of whether such enforcement is considered
      in a
      proceeding in equity or at law;

     

    (e) The
      Owner
      Trustee is not in default with respect to any order or decree of any court
      or
      any order, regulation or demand of any federal, state, municipal or governmental
      agency, which default might have consequences that would materially and
      adversely affect the condition (financial or other) or operations of the Owner
      Trustee or its properties or might have consequences that would materially
      adversely affect its performance hereunder; and

     

    (f) No
      litigation is pending or, to the best of the Owner Trustee’s knowledge,
      threatened against the Owner Trustee which would prohibit its entering into
      this
      Trust Agreement or performing its obligations under this Trust
      Agreement.

     

    Section
      6.04 Reliance;
      Advice of Counsel.

     

    (a) The
      Owner
      Trustee shall incur no liability to anyone in acting upon any signature,
      instrument, notice, resolution, request, consent, order, certificate, report,
      opinion, bond, or other document or paper believed by it to be genuine and
      believed by it to be signed by the proper party or parties. The Owner Trustee
      may accept a certified copy of a resolution of the board of directors or other
      governing body of any corporate party as conclusive evidence that such
      resolution has been duly adopted by such body and that the same is in full
      force
      and effect. As to any fact or matter the method of determination of which is
      not
      specifically prescribed herein, the Owner Trustee may for all purposes hereof
      rely on a certificate, signed by the president or any vice president or by
      the
      treasurer or other authorized officers of the relevant party, as to such fact
      or
      matter and such certificate shall constitute full protection to the Owner
      Trustee for any action taken or omitted to be taken by it in good faith in
      reliance thereon.

     

    (b) In
      the
      exercise or administration of the Trust hereunder and in the performance of
      its
      duties and obligations under this Trust Agreement or the Basic Documents, the
      Owner Trustee (i) may act directly or through its agents, attorneys, custodians
      or nominees (including persons acting under a power of attorney) pursuant to
      agreements entered into with any of them, and the Owner Trustee shall not be
      liable for the conduct or misconduct of such agents, attorneys, custodians
      or
      nominees (including persons acting under a power of attorney) if such persons
      have been selected by the Owner Trustee with reasonable care, and (ii) may
      consult with counsel, accountants and other skilled persons to be selected
      with
      reasonable care and employed by it at the expense of the Trust. The Owner
      Trustee shall not be liable for anything done, suffered or omitted in good
      faith
      by it in accordance with the opinion or advice of any such counsel, accountants
      or other such Persons.

     

    Section
      6.05 Not
      Acting in Individual Capacity.
      Except
      as provided in this Article VI, in accepting the trusts hereby created
      Wilmington Trust Company acts solely as Owner Trustee hereunder and not in
      its
      individual capacity, and all Persons having any claim against the Owner Trustee
      by reason of the transactions contemplated by this Trust Agreement or any Basic
      Document shall look only to the Owner Trust Estate for payment or satisfaction
      thereof.

     

    Section
      6.06 Owner
      Trustee Not Liable for Certificates or Related Documents.
      The
      recitals contained herein and in the Certificates (other than the signatures
      of
      the Owner Trustee on the Certificates) shall not be taken as the statements
      of
      the Owner Trustee, and the Owner Trustee assumes no responsibility for the
      correctness thereof. The Owner Trustee makes no representations as to the
      validity or sufficiency of this Trust Agreement, of any Basic Document or of
      the
      Certificates (other than the signatures of the Owner Trustee on the
      Certificates) or the Notes, or of any Related Documents. The Owner Trustee
      shall
      at no time have any responsibility or liability with respect to the sufficiency
      of the Owner Trust Estate or its ability to generate the payments to be
      distributed to the Certificateholders under this Trust Agreement or the
      Noteholders under the Indenture, including, the compliance by the Depositor
      or
      the Sponsor with any warranty or representation made under any Basic Document
      or
      in any related document or the accuracy of any such warranty or representation,
      or any action of the Certificate Paying Agent, the Certificate Registrar or
      the
      Indenture Trustee taken in the name of the Owner Trustee.

     

    Section
      6.07 Owner
      Trustee May Own the Certificates and the Notes.
      The
      Owner Trustee in its individual or any other capacity may become the owner
      or
      pledgee of the Certificates or the Notes and may deal with the Depositor, the
      Sponsor, the Certificate Paying Agent, the Certificate Registrar and the
      Indenture Trustee in transactions with the same rights as it would have if
      it
      were not Owner Trustee.

     

    ARTICLE
      VII

     

    COMPENSATION
      OF OWNER TRUSTEE

     

    Section
      7.01 Owner
      Trustee’s Fees and Expenses.
      The
      Owner Trustee shall receive as compensation for its services hereunder such
      fees
      as have been separately agreed upon before the date hereof (the “Owner Trustee
      Fee”) from the Sponsor, and the Owner Trustee shall be reimbursed for its
      reasonable expenses hereunder and under the Basic Documents, including the
      reasonable compensation, expenses and disbursements of such agents,
      representatives, experts and counsel as the Owner Trustee may reasonably employ
      in connection with the exercise and performance of its rights and its duties
      hereunder and under the Basic Documents which shall be payable by the
      Sponsor.

     

    Section
      7.02 Indemnification.
      The
      Sponsor, the Depositor and the Trust (on a joint and several basis) shall
      indemnify, defend and hold harmless the Owner Trustee, both as Owner Trustee
      and
      in its individual capacity, and its successors, assigns, agents and servants
      (collectively, the “Indemnified Parties”) from and against, any and all
      liabilities, obligations, losses, damages, taxes, claims, actions and suits,
      and
      any and all reasonable costs, expenses and disbursements (including reasonable
      legal fees and expenses) of any kind and nature whatsoever (collectively,
“Expenses”) which may at any time be imposed on, incurred by, or asserted
      against the Owner Trustee or any Indemnified Party in any way relating to or
      arising out of this Trust Agreement, the Basic Documents, the Owner Trust
      Estate, the administration of the Owner Trust Estate or the action or inaction
      of the Owner Trustee hereunder, provided, that:

     

    (i) the
      Sponsor, the Depositor, and the Trust shall not be liable for or required to
      indemnify an Indemnified Party from and against Expenses arising or resulting
      from the Owner Trustee’s willful misconduct, gross negligence or bad faith or as
      a result of any inaccuracy of a representation or warranty contained in
      Section 6.03 expressly made by the Owner Trustee;

     

    (ii) with
      respect to any such claim, the Indemnified Party shall have given the Sponsor,
      the Depositor, and the Trust written notice thereof promptly after the
      Indemnified Party shall have actual knowledge thereof;

     

    (iii) while
      maintaining control over its own defense, the Sponsor shall consult with the
      Indemnified Party in preparing such defense; and

     

    (iv) notwithstanding
      anything in this Trust Agreement to the contrary, the Sponsor, the Depositor,
      and the Trust shall not be liable for settlement of any claim by an Indemnified
      Party entered into without the prior consent of the Sponsor, the Depositor,
      or
      the Trust, as applicable, which consent shall not be unreasonably
      withheld.

     

    The
      indemnities contained in this Section shall survive the resignation or
      removal of the Owner Trustee or the termination of this Trust Agreement. In
      the
      event of any claim, action or proceeding for which indemnity will be sought
      pursuant to this Section 7.02, the Owner Trustee’s choice of legal counsel,
      if other than the legal counsel retained by the Owner Trustee in connection
      with
      the execution and delivery of this Trust Agreement, shall be subject to the
      approval of the Sponsor, which approval shall not be unreasonably withheld.
      In
      addition, upon written notice to the Owner Trustee and with the consent of
      the
      Owner Trustee which consent shall not be unreasonably withheld, the Sponsor
      has
      the right to assume the defense of any claim, action or proceeding against
      the
      Owner Trustee.

     

    ARTICLE
      VIII

     

    TERMINATION
      OF TRUST AGREEMENT

     

    Section
      8.01 Termination
      of Trust Agreement.

     

    (a) The
      Trust
      shall dissolve upon the earlier of (i) the final distribution of all moneys
      or
      other property or proceeds of the Owner Trust Estate in accordance with the
      terms of the Indenture and this Trust Agreement or (ii) the Final Maturity
      Date.
      The bankruptcy, liquidation, dissolution, death or incapacity of a
      Certificateholder shall not (x) operate to terminate this Trust Agreement or
      the
      Trust or (y) 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 all or any part of the Trust or the Owner Trust
      Estate or (z) otherwise affect the rights, obligations and liabilities of
      the parties hereto.

     

    (b) Neither
      the Depositor nor any Certificateholder shall be entitled to revoke or terminate
      the Trust.

     

    (c) Notice
      of
      any dissolution of the Trust, specifying the Payment Date upon which the
      Certificateholders shall surrender its Certificate to the Certificate Paying
      Agent for payment of the final distribution and cancellation, shall be given
      by
      the Certificate Paying Agent by letter to the Certificateholders mailed within
      five Business Days of receipt of notice of such dissolution from the Owner
      Trustee, stating (i) the Payment Date upon or with respect to which final
      payment of the Certificates shall be made upon presentation and surrender of
      the
      Certificates at the office of the Certificate Paying Agent therein designated,
      (ii) the amount of any such final payment and (iii) that the Record Date
      otherwise applicable to such Payment Date is not applicable, payments being
      made
      only upon presentation and surrender of the Certificates at the office of the
      Certificate Payment Agent therein specified. The Certificate Paying Agent shall
      give such notice to the Owner Trustee and the Certificate Registrar at the
      time
      such notice is given to the Certificateholders. Upon presentation and surrender
      of the Certificates, the Certificate Paying Agent shall cause to be distributed
      to the Certificateholders amounts distributable on such Payment Date pursuant
      to
      Section 5.01.

     

    In
      the
      event that a Certificateholder shall not surrender its Certificate for
      cancellation within six months after the date specified in the above mentioned
      written notice, the Certificate Paying Agent shall give a second written notice
      to such Certificateholder to surrender the Certificate for cancellation and
      receive the final distribution with respect thereto. Subject to applicable
      laws
      with respect to escheat of funds, if within one year following the Payment
      Date
      on which final payment of such Certificate was to have been made pursuant to
      Section 5.01, such Certificate shall not have been surrendered for
      cancellation, the Certificate Paying Agent may take appropriate steps, or may
      appoint an agent to take appropriate steps, to contact the remaining
      Certificateholders concerning surrender of such Certificate, and the cost
      thereof shall be paid out of the funds and other assets that shall remain
      subject to this Trust Agreement. Any funds remaining in the Certificate
      Distribution Account after exhaustion of such remedies shall be distributed
      by
      the Certificate Paying Agent to the Class G Certificateholder.

     

    (d) Upon
      the
      completion of the winding up of the Trust and notification to the Owner Trustee
      from the Servicer, who shall be responsible for liquidating the Trust, as to
      the
      satisfaction of the obligations of the Trust, the Owner Trustee shall cause
      the
      Certificates of Trust to be canceled by filing a certificate of cancellation
      with the Secretary of State in accordance with the provisions of
      Section 3810(c) of the Statutory Trust Statute, upon which filing the Trust
      shall terminate.

     

    Section
      8.02 Additional
      Termination Requirements.

     

    (a) REMIC I,
      REMIC II and REMIC III shall be terminated in accordance with the additional
      requirements set forth in Section 10.22 of the Indenture.

     

    (b) Each
      Holder of a Security and the Owner Trustee hereby irrevocably approves and
      appoints the Indenture Trustee as its attorney-in-fact to adopt a plan of
      complete liquidation prepared by the Depositor for each REMIC at the expense
      of
      the Trust Estate in accordance with the terms and conditions of this
      Agreement.

     

    ARTICLE
      IX

     

    SUCCESSOR
      OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     

    Section
      9.01 Eligibility
      Requirements for Owner Trustee.
      The
      Owner Trustee shall at all times be a corporation satisfying the provisions
      of
      Section 3807(a) of the Statutory Trust Statute; authorized to exercise
      corporate trust powers; having a combined capital and surplus of at least
      $50,000,000 and subject to supervision or examination by federal or state
      authorities; and having (or having a parent that has) long term debt obligations
      with a rating of at least A (or the equivalent) by Standard & Poor’s, Fitch
      and/or Moody’s. If such corporation shall publish reports of condition at least
      annually pursuant to law or to the requirements of the aforesaid supervising
      or
      examining authority, then for the purpose of this Section, the combined capital
      and surplus of such corporation shall be deemed to be its combined capital
      and
      surplus as set forth in its most recent report of condition so published. In
      case at any time the Owner Trustee shall cease to be eligible in accordance
      with
      the provisions of this Section 9.01, the Owner Trustee shall resign
      immediately in the manner and with the effect specified in
      Section 9.02.

     

    Section
      9.02 Replacement
      of Owner Trustee.
      The
      Owner Trustee may at any time resign and be discharged from the trusts hereby
      created by giving 30 days prior written notice thereof to the Depositor and
      the
      Indenture Trustee. Upon receiving such notice of resignation, the Indenture
      Trustee shall promptly appoint a successor Owner Trustee, by written instrument,
      in duplicate, one copy of which instrument shall be delivered to the resigning
      Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee
      shall have been so appointed and have accepted appointment within 30 days after
      the giving of such notice of resignation, the resigning Owner Trustee or any
      Certificateholder may petition any court of competent jurisdiction for the
      appointment of a successor Owner Trustee.

     

    If
      at any
      time the Owner Trustee shall cease to be eligible in accordance with the
      provisions of Section 9.01 and shall fail to resign after written request
      therefor by the Indenture Trustee, or if at any time the Owner Trustee shall
      be
      legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver
      of the Owner Trustee or of its property shall be appointed, or any public
      officer shall take charge or control of the Owner Trustee or of its property
      or
      affairs for the purpose of rehabilitation, conservation or liquidation, then
      the
      Depositor shall remove the Owner Trustee. If the Depositor shall remove the
      Owner Trustee under the authority of the immediately preceding sentence, the
      Depositor shall promptly appoint a successor Owner Trustee by written
      instrument, in duplicate, one copy of which instrument shall be delivered to
      the
      outgoing Owner Trustee so removed and one copy to the successor Owner Trustee,
      and shall pay all fees owed to the outgoing Owner Trustee.

     

    Any
      resignation or removal of the Owner Trustee and appointment of a successor
      Owner
      Trustee pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor Owner Trustee
      pursuant to Section 9.03 and payment of all fees and expenses owed to the
      outgoing Owner Trustee.

     

    Section
      9.03 Successor
      Owner Trustee.
      Any
      successor Owner Trustee appointed pursuant to Section 9.02 shall execute,
      acknowledge and deliver to the Depositor and to its predecessor Owner Trustee
      an
      instrument accepting such appointment under this Trust Agreement, and thereupon
      the resignation or removal of the predecessor Owner Trustee shall become
      effective, and such successor Owner Trustee, without any further act, deed
      or
      conveyance, shall become fully vested with all the rights, powers, duties and
      obligations of its predecessor under this Trust Agreement, with like effect
      as
      if originally named as Owner Trustee. The predecessor Owner Trustee shall
      deliver to the successor Owner Trustee all documents and statements and monies
      held by it under this Trust Agreement; and the predecessor Owner Trustee shall
      execute and deliver such instruments and do such other things as may reasonably
      be required for fully and certainly vesting and confirming in the successor
      Owner Trustee all such rights, powers, duties and obligations.

     

    No
      successor Owner Trustee shall accept appointment as provided in this
      Section 9.03 unless at the time of such acceptance such successor Owner
      Trustee shall be eligible pursuant to Section 9.01.

     

    Upon
      acceptance of appointment by a successor Owner Trustee pursuant to this
      Section 9.03, the successor Owner Trustee shall mail notice thereof to all
      Certificateholders, the Indenture Trustee, the Noteholders and the Rating
      Agencies.

     

    Section
      9.04 Merger
      or Consolidation of Owner Trustee.
      Any
      Person into which the Owner Trustee may be merged or converted or with which
      it
      may be consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Owner Trustee shall be a party, or any Person
      succeeding to all or substantially all of the corporate trust business of the
      Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
      the execution or filing of any instrument or any further act on the part of
      any
      of the parties hereto, anything herein to the contrary notwithstanding;
      provided, that such Person shall be eligible pursuant to Section 9.01 and,
      provided, further, that the Owner Trustee shall mail notice of such merger
      or
      consolidation to the Rating Agencies.

     

    Section
      9.05 Appointment
      of Co-Trustee or Separate Trustee.
      Notwithstanding any other provisions of this Trust Agreement, at any time,
      for
      the purpose of meeting any legal requirements of any jurisdiction in which
      any
      part of the Owner Trust Estate may at the time be located, the Owner Trustee
      shall have the power and shall execute and deliver all instruments to appoint
      one or more Persons to act as co-trustee, jointly with the Owner Trustee, or
      as
      separate trustee or trustees, of all or any part of the Owner Trust Estate,
      and
      to vest in such Person, in such capacity, such title to the Owner Trust Estate
      or any part thereof and, subject to the other provisions of this Section, such
      powers, duties, obligations, rights and trusts as the Owner Trustee may consider
      necessary or desirable. No co-trustee or separate trustee under this Trust
      Agreement shall be required to meet the terms of eligibility as a successor
      Owner Trustee pursuant to Section 9.01 and no notice of the appointment of
      any co-trustee or separate trustee shall be required pursuant to
      Section 9.03.

     

    Each
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (a) All
      rights, powers, duties and obligations conferred or imposed upon the Owner
      Trustee shall be conferred upon and exercised or performed by the Owner Trustee
      and such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Owner Trustee joining in such act), except to the extent that under any law
      of
      any jurisdiction in which any particular act or acts are to be performed, the
      Owner 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 the Owner Trust Estate or any portion thereof in any such
      jurisdiction) shall be exercised and performed singly by such separate trustee
      or co-trustee, but solely at the direction of the Owner Trustee;

     

    (b) No
      trustee under this Trust Agreement shall be personally liable by reason of
      any
      act or omission of any other trustee under this Trust Agreement;
      and

     

    (c) The
      Owner
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee.

     

    Any
      notice, request or other writing given to the Owner 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 Trust Agreement and the
      conditions of this Article. Each separate trustee and co-trustee, upon its
      acceptance of the trusts conferred, shall be vested with the estates or property
      specified in its instrument of appointment, either jointly with the Owner
      Trustee or separately, as may be provided therein, subject to all the provisions
      of this Trust Agreement, specifically including every provision of this Trust
      Agreement relating to the conduct of, affecting the liability of, or affording
      protection to, the Owner Trustee. Each such instrument shall be filed with
      the
      Owner Trustee.

     

    Any
      separate trustee or co-trustee may at any time appoint the Owner Trustee as
      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 Trust
      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
      Owner Trustee, to the extent permitted by law, without the appointment of a
      new
      or successor co-trustee or separate trustee.

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

    Section
      10.01 Amendments.

     

    (a) This
      Trust Agreement may be amended from time to time by the parties hereto as
      specified in this Section 10.01, provided that any amendment, except as
      provided in subparagraph (e) below, be accompanied by an Opinion of Counsel,
      to
      the Owner Trustee to the effect that such amendment (i) complies with the
      provisions of this Section or (ii) will not cause the Trust to be subject
      to an entity level tax or cause any of REMIC I, REMIC II or REMIC III to fail
      to
      qualify as a REMIC for federal income tax purposes.

     

    (b) If
      the
      purpose of the amendment (as detailed therein) is to correct any mistake,
      eliminate any inconsistency, cure any ambiguity or deal with any matter not
      covered (i.e. to give effect to the intent of the parties), it shall not be
      necessary to obtain the consent of the Certificateholders, but the Owner Trustee
      shall be furnished with (A) a letter from the Rating Agencies that the amendment
      will not result in the downgrading or withdrawal of the rating then assigned
      to
      any of the Notes and (B) an Opinion of Counsel to the effect that such action
      will not adversely affect in any material respect the interests of any
      Certificateholder shall be obtained.

     

    (c) If
      the
      purpose of the amendment is to prevent the imposition of any federal or state
      taxes at any time that any Security is outstanding (i.e. technical in nature),
      it shall not be necessary to obtain the consent of any Securityholder, but
      the
      Owner Trustee shall be furnished with an Opinion of Counsel that such amendment
      is necessary or helpful to prevent the imposition of such taxes and is not
      materially adverse to any Securityholder.

     

    (d) If
      the
      purpose of the amendment is to add or eliminate or change any provision of
      the
      Trust Agreement other than as contemplated in (b) and (c) above, the amendment
      shall require (A) an Opinion of Counsel to the effect that such action will
      not
      adversely affect in any material respect the interests of any Securityholder
      and
      (B) either (a) a letter from the Rating Agencies that the amendment will not
      result in the downgrading or withdrawal of the rating then assigned to any
      of
      the Notes or (b) the consent of the Certificateholders and the Indenture
      Trustee; provided, however, that no such amendment shall reduce in any manner
      the amount of, or delay the timing of, payments received that are required
      to be
      distributed on the Certificates without the consent of the
      Certificateholders.

     

    (e) If
      the
      purpose of the amendment is to provide for the holding of the Certificates
      in
      book-entry form, it shall require the consent of the Certificateholders;
      provided, that the Opinion of Counsel specified in subparagraph (a) above shall
      not be required.

     

    (f) If
      the
      purpose of the amendment is to provide for the issuance of additional
      certificates representing an interest in the Trust, it shall not be necessary
      to
      obtain the consent of any Securityholder, but the Owner Trustee shall be
      furnished with (A) an Opinion of Counsel to the effect that such action will
      not
      adversely affect in any material respect the interests of any Securityholder
      and
      (B) a letter from the Rating Agencies that the amendment will not result in
      the
      downgrading or withdrawal of the rating then assigned to of the
      Notes.

     

    (g) Promptly
      after the execution of any such amendment or consent, the Owner Trustee shall
      furnish written notification of the substance of such amendment or consent
      to
      the Certificateholders, the Indenture Trustee and each of the Rating Agencies.
      It shall not be necessary for the consent of the Certificateholders or the
      Indenture Trustee pursuant to this Section 10.01 to approve the particular
      form of any proposed amendment or consent, but it shall be sufficient if such
      consent shall approve the substance thereof. The manner of obtaining such
      consents (and any other consent of the Certificateholders provided for in this
      Trust Agreement or in any other Basic Document) and of evidencing the
      authorization of the execution thereof by the Certificateholders shall be
      subject to such reasonable requirements as the Owner Trustee may
      prescribe.

     

    (h) In
      connection with the execution of any amendment to any agreement to which the
      Trust is a party, other than this Trust Agreement, the Owner Trustee shall
      be
      entitled to receive and conclusively rely upon an Opinion of Counsel to the
      effect that such amendment is authorized or permitted by the documents subject
      to such amendment and that all conditions precedent in the Basic Documents
      for
      the execution and delivery thereof by the Trust or the Owner Trustee, as the
      case may be, have been satisfied.

     

    Promptly
      after the execution of any amendment to the Certificate of Trust, the Owner
      Trustee shall cause the filing of such amendment with the Secretary of State
      of
      the State of Delaware.

     

    Section
      10.02 No
      Legal Title to Owner Trust Estate.
      The
      Certificateholders shall not have legal title to any part of the Owner Trust
      Estate. The Certificateholders shall be entitled to receive distributions with
      respect to their undivided beneficial interest therein only in accordance with
      Articles V and VIII. No transfer, by operation of law or otherwise, of any
      right, title or interest of the Certificateholders to and in their beneficial
      interest in the Owner Trust Estate shall operate to terminate this Trust
      Agreement or the trusts hereunder or entitle any transferee to an accounting
      or
      to the transfer to it of legal title to any part of the Owner Trust
      Estate.

     

    Section
      10.03 Limitations
      on Rights of Others.
      The
      provisions of this Trust Agreement are solely for the benefit of the Owner
      Trustee, the Depositor, the Certificateholders, and, to the extent expressly
      provided herein, the Sponsor, the Indenture Trustee and the Noteholders, and
      nothing in this Trust Agreement, whether express or implied, shall be construed
      to give to any other Person any legal or equitable right, remedy or claim in
      the
      Owner Trust Estate or under or in respect of this Trust Agreement or any
      covenants, conditions or provisions contained herein.

     

    Section
      10.04 Notices.

     

    (a) Unless
      otherwise expressly specified or permitted by the terms hereof, all notices
      shall be in writing and shall be deemed given upon receipt, if to the Owner
      Trustee, addressed to Wilmington Trust Company, Rodney Square North, 1100 North
      Market Street, Wilmington, Delaware 19890, with a copy to U.S. Bank National
      Association, Structured Finance, 60 Livingston Avenue, EP-MN-WS3D, St.
      Paul, Minnesota 55107, Attn: Structured Finance-Home Equity Mortgage Trust
      2006-2; if to the Indenture Trustee, U.S. Bank National Association, Corporate
      Trust Services, 60 Livingston Avenue, Mailcode: EP-MN-WS3D, St. Paul, Minnesota
      55107-2232, Attention: Structured Finance - ABSC HEMT 2006-2, if to the
      Depositor, addressed to Asset Backed Securities Corporation, 11 Madison Avenue,
      4th Floor, New York, New York 10010-3629; if to the Rating Agencies, addressed
      to Moody’s Investors Service, Inc., 99 Church Street, 4th Floor, New York, New
      York 10007 and to Standard & Poor’s, a division of The McGraw-Hill
      Companies, Inc., 55 Water Street, New York, NY 10041; or, as to each party,
      at
      such other address as shall be designated by such party in a written notice
      to
      each other party.

     

    (b) 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 Certificateholder
      as shown in the Certificate Register. Any notice so mailed within the time
      prescribed in this Trust Agreement shall be conclusively presumed to have been
      duly given, whether or not such Certificateholder receives such
      notice.

     

    (c) A
      copy of
      any notice delivered to the Owner Trustee or the Trust shall also be delivered
      to the Depositor.

     

    Section
      10.05 Severability.
      Any
      provision of this Trust Agreement that is prohibited 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 shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    Section
      10.06 Separate
      Counterparts.
      This
      Trust Agreement may be executed by the parties hereto in separate counterparts,
      each of which when so executed and delivered shall be an original, but all
      such
      counterparts shall together constitute but one and the same
      instrument.

     

    Section
      10.07 Successors
      and Assigns.
      All
      representations, warranties, covenants and agreements contained herein shall
      be
      binding upon, and inure to the benefit of, each of the Depositor, the Owner
      Trustee and its successors and the Certificateholders and their respective
      successors and permitted assigns, all as herein provided. Any request, notice,
      direction, consent, waiver or other instrument or action by a Certificateholder
      shall bind the successors and assigns of such Certificateholder.

     

    Section
      10.08 No
      Petition.
      The
      Owner Trustee, by entering into this Trust Agreement and each Certificateholder,
      by accepting a Certificate, hereby covenants and agrees that they will not,
      prior to the day that is one year and one day after the date this Trust
      Agreement terminates, institute against the Depositor or the Trust, or join
      in
      any institution against the Depositor or the Trust of, any bankruptcy
      proceedings under any United States federal or state bankruptcy or similar
      law
      in connection with any obligations under the Certificates, the Notes, this
      Trust
      Agreement or any of the Basic Documents.

     

    Section
      10.09 No
      Recourse.
      Each
      Certificateholder by accepting a Certificate acknowledges that the Certificates
      represent beneficial interests in the Trust only and do not represent interests
      in or obligations of the Depositor, the Sponsor, the Owner Trustee, the
      Indenture Trustee or any Affiliate thereof and no recourse may be had against
      such parties or their assets, except as may be expressly set forth or
      contemplated in this Trust Agreement, the Certificates or the Basic
      Documents.

     

    Section
      10.10 Headings.
      The
      headings of the various Articles and Sections herein are for convenience of
      reference only and shall not define or limit any of the terms or provisions
      hereof.

     

    Section
      10.11 GOVERNING
      LAW.
      THIS
      TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH SUCH LAWS.

     

    Section
      10.12 Integration.
      This
      Trust Agreement constitutes the entire agreement among the parties hereto
      pertaining to the subject matter hereof and supersedes all prior agreements
      and
      understanding pertaining thereto.

     

    Section
      10.13 Intention
      of the Parties.
      b)
      It is
      the express intent of the parties hereto that the conveyance by the Depositor
      to
      the Trust pursuant to this Trust Agreement of the Owner Trust Estate be, and
      be
      construed as, an absolute sale and assignment by the Depositor to the Trust.
      Further, it is not intended that the conveyance be deemed to be the grant of
      a
      security interest in the Loans by the Depositor to the Trust to secure a debt
      or
      other obligation. However, in the event that the Loans are held to be property
      of the Depositor, or if for any reason this Trust Agreement is held or deemed
      to
      create a security interest in the Loans, then (i) this Trust Agreement shall
      be
      a security agreement within the meaning of Article 9 of the UCC; (ii) the
      conveyances provided for in Section 3.01 shall be deemed to be a grant by
      the Depositor to the Trust of, and the Depositor hereby grants to the Trust,
      a
      security interest in all of the Depositor’s right, title and interest, whether
      now owned or hereafter acquired, in and to (A) the Owner Trust Estate; (B)
      all accounts, chattel paper, deposit accounts, documents, general intangibles,
      goods, instruments, investment property, letter-of-credit rights, letters of
      credit, money, and oil, gas, and other minerals, consisting of, arising from,
      or
      relating to, any of the foregoing; and (C) all proceeds of any of the foregoing;
      (iii) the possession or control by the Trust or any other agent of the Trust
      of
      any of the foregoing property shall be deemed to be possession or control by
      the
      secured party, or possession or control by a purchaser, for purposes of
      perfecting the security interest pursuant to the UCC (including, without
      limitation, Sections 9-104, 9-106, 9-313 or 9-314 thereof); and (iv)
      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, securities
      intermediaries, bailees or agents of, or persons holding for, the Trust, as
      applicable, for the purpose of perfecting such security interest under
      applicable law.

     

    (b) The
      parties hereto, shall, to the extent consistent with this Trust Agreement,
      take
      such reasonable actions as may be necessary to ensure that, if this Trust
      Agreement were deemed to create a security interest in the Loans, such security
      interest would be deemed to be a perfected security interest of first
      priority.

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      




    IN
      WITNESS WHEREOF, the Depositor and the Owner Trustee have caused their names
      to
      be signed hereto by their respective officers thereunto duly authorized, all
      as
      of the day and year first above written.

     

    

      
        	 	
                ASSET BACKED SECURITIES CORPORATION, 

                as Depositor

              
	 	 	 
	 	
                By:

              	 /s/
Kevin
                Steele
	 	
                Name:

              	Kevin
                Steele
	 	
                Title:

              	Vice
                President


      

    

     

    
      

        
          	 	
                  
                    WILMINGTON
                      TRUST COMPANY, 

                  

                  as Owner Trustee

                
	 	 	 
	 	
                  By:

                	 /s/
Patricia
                  Evans
	 	
                  Name:

                	Patricia
                  Evans
	 	
                  Title:

                	Vice
                  President


        

      

       

    

     

     

    Acknowledged
      and Agreed:

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Certificate Registrar, REMIC Administrator,

    Certificate
      Paying Agent and Indenture Trustee

    
      
        	 	 
	 	 	 
	
                By:

              	/s/
                Becky Warren	 
	
                Name:

              	Becky
                Warren	 
	
                Title:

              	Assistant
                Vice President	 


      
 

    


    


    DLJ
      MORTGAGE CAPITAL INC.,

    as
      Sponsor

    
      
        
          	
                  By:

                	 /s/
Tim
                  Kuo	 
	
                  Name:

                	Tim
                  Kuo	 
	
                  Title:

                	Vice
                  President	 


        
 

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

     

    EXHIBIT
      A

     

    FORM
      OF CLASS [1][2]X-[1][2][S] CERTIFICATES

     

    [THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES AS DESCRIBED IN
      THE
      TRUST AGREEMENT DATED AS OF APRIL 28, 2006, BETWEEN ASSET BACKED SECURITIES
      CORPORATION AND WILMINGTON TRUST COMPANY (THE “AGREEMENT”).][THIS CERTIFICATE
      HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY PAYMENTS IN RESPECT OF
      PRINCIPAL.]

     

    THIS
      CERTIFICATE IS NOT TRANSFERABLE EXCEPT UPON SATISFACTION OF THE CONDITIONS
      IN
      SECTION 3.05 OF THE AGREEMENT.

     

    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 STATE LAWS OR
      IS
      SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
      SUCH ACT AND UNDER SUCH STATE LAWS AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 3.05 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE REGISTRAR
      SHALL HAVE RECEIVED EITHER (i) A REPRESENTATION LETTER IN THE FORM OF EXHIBIT
      F
      TO THE AGREEMENT FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT
      SUCH
      TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
      TRANSACTION RESTRICTIONS AND THE FIDUCIARY RESPONSIBILITY REQUIREMENTS 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”), ANY
      PERSON ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON
      USING “PLAN ASSETS,” WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATIONS
      SECTION 2510.3-101, TO ACQUIRE THIS CERTIFICATE (COLLECTIVELY A “PLAN
      INVESTOR”), OR (ii) IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
      NAME OF A PLAN INVESTOR, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
      SUBSTANCE SATISFACTORY TO THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICERS AND
      THE CERTIFICATE REGISTRAR, OR A CERTIFICATION IN THE FORM OF EXHIBIT F TO THE
      AGREEMENT, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS
      PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED
      TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR
      COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE
      DEPOSITOR, THE OWNER TRUSTEE, THE SERVICERS OR THE CERTIFICATE REGISTRAR TO
      ANY
      OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
      AGREEMENT.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSOR,
      THE
      DEPOSITOR, THE SERVICERS, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No. 1

               

            	
              Interest
                Rate: [Variable][0.00%]

               

            
	
              Cut-off
                Date:

               

            	
              [Initial
                Notional Amount: $[_________]]

               

              Initial
                Class Principal Balance: $0.00

               

            
	
              April
                1, 2006

               

            	
              Assumed
                Final Payment Date: July 2036

               

            
	
              First
                Payment Date:

               

            	
              Certificate
                Percentage Interest of this Certificate: 100%

               

            
	
              May
                25, 2006

            	
              CUSIP:
                

            


    

    


     

    Home
      Equity Mortgage Trust 2006-2, 

    Asset-Backed
      Certificate, Series 2006-2, Class [1][2]X-[1][2][S]

    
 

     

    evidencing
      a percentage interest in [the distribution allocable to the certificates of
      the
      above-referenced Class with respect to a Trust Estate evidenced by the loans
      created by ASSET BACKED SECURITIES CORPORATION (hereinafter called the
“Depositor” which term includes any successor entity under the Agreement
      referred to below)][the distribution allocable to the Certificates of the
      above-referenced Class with respect to certain Loans (the
“Loans”)].

     

    This
      Certificate is payable solely from [certain Loans that are initially][the]
      assets of the Trust Estate, and does not represent an obligation of or interest
      in the Depositor, the Sponsor, the Servicers, the Special Servicer, the
      Indenture Trustee, the Owner Trustee or any of their affiliates. Neither this
      Certificate nor any of the Loans is guaranteed or insured by any governmental
      agency or instrumentality or by the Depositor, the Sponsor, the Servicers,
      the
      Special Servicer, the Indenture Trustee, the Owner Trustee or any of their
      affiliates. None of the Depositor, the Sponsor, the Servicers, the Special
      Servicer, the Indenture Trustee, the Owner Trustee, or any of their affiliates
      will have any obligation with respect to any certificate or other obligation
      secured by or payable from payments on the Certificates.

     

    This
      certifies that [__________________]
      is the
      registered owner of the Certificate Percentage Interest evidenced by this
      Certificate (as set forth on the face hereof) in certain distributions with
      respect to the Trust Estate, consisting primarily of the Loans conveyed by
      the
      Depositor. The Trust Estate (as defined herein) was created pursuant to a Trust
      Agreement dated April 28, 2006 (as amended and supplemented from time to time,
      the “Agreement”) between the Depositor and Wilmington Trust Company, as owner
      trustee (the “Owner Trustee,” which term includes any successor entity under the
      Agreement), 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 the such holder is bound. 

     

    Pursuant
      to the terms of the Agreement, a distribution 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 (the “Payment Date”), commencing on the first Payment Date
      specified above, to the Person in whose name this Certificate is registered
      at
      the close of business on the last day (or if such last day is not a Business
      Day, the Business Day immediately preceding such last day) of the month
      immediately preceding the month of such distribution (the “Record Date”)[, in an
      amount equal to the pro rata portion evidenced by this Certificate (based on
      the
      Certificate Percentage Interest stated on the face hereof) of the Class
      [1][2]X-[1][2][S] Certificate Distribution Amount required to be distributed
      to
      the registered holder of this Certificate on such Payment Date]. Distributions
      on this Certificate will be made as provided in the Agreement by the Certificate
      Paying Agent by wire transfer or check mailed to the Certificateholders of
      record in the Certificate Register without the presentation or surrender of
      this
      Certificate or the making of any notation hereon.

     

    Except
      as
      otherwise provided in the Agreement and notwithstanding the above, the final
      distribution on this Certificate will be made after due notice by the
      Certificate Paying Agent of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency
      maintained by the Certificate Registrar for that purpose in the City and State
      of New York.

     

    No
      transfer of this Certificate will be made unless such transfer is exempt from
      the registration requirements of the Securities Act of 1933, as amended, and
      any
      applicable state securities laws or is made in accordance with said Act and
      laws. In the event that such a transfer is to be made, (i) the Certificate
      Registrar or the Depositor may require an opinion of counsel acceptable to
      and
      in form and substance satisfactory to the Certificate Registrar and the
      Depositor that such transfer is exempt (describing the applicable exemption
      and
      the basis therefor) from or is being made pursuant to the registration
      requirements of the Securities Act of 1933, as amended, and of any applicable
      statute of any state and (ii) the transferee shall execute an investment letter
      in the form described in the Agreement and (iii) the Certificate Registrar
      shall
      require the transferee to execute an investment letter in the form described
      by
      the Agreement, which investment letter shall not be at the expense of the Trust,
      the Owner Trustee, the Certificate Registrar or the Depositor. If a
      Certificateholder desires to effect such transfer, it shall, and does hereby
      agree to, indemnify the Trust, the Owner Trustee, the Depositor, the Servicers,
      the Special Servicer, the Indenture Trustee and the Certificate Registrar
      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. In connection with any
      transfer of this Certificate, the Certificate Registrar (unless otherwise
      directed by the Depositor) will require either (i) a representation letter,
      in
      the form of Exhibit F to the Agreement, stating that the transferee is not
      an
      employee benefit or other plan subject to the prohibited transaction
      restrictions or the fiduciary responsibility requirements of ERISA or Section
      4975 of the Code (“Plan”), any person acting, directly or indirectly, on behalf
      of any such plan or any person using the “plan assets,” within the meaning of
      the Department of Labor regulations at 29 C.F.R. §2510.3-101, to effect such
      acquisition (collectively, a “Plan Investor”) or (ii) if such transferee is
      a Plan Investor, an opinion of counsel acceptable to and in form and substance
      satisfactory to the Depositor, the Owner Trustee, the Servicers and the
      Certificate Registrar to the effect that the purchase or holding of this
      Certificate is permissible under applicable law, will not constitute or result
      in a prohibited transaction under Section 406 of ERISA or Section 4975 of the
      Code (or comparable provisions of any subsequent enactments) and will not
      subject the Depositor, the Owner Trustee, the Servicers or the Certificate
      Registrar to any obligation or liability in addition to those undertaken in
      the
      Agreement.

     

    This
      Certificate is one of a duly authorized Certificate designated as Home Equity
      Mortgage Trust 2006-2, Asset-Backed Certificates, Class [1][2]X-[1][2][S],
      of
      the Series specified hereon. All terms used in this Certificate which are
      defined in the Agreement shall have the meanings assigned to them in the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the [funds on deposit in the Certificate Distribution Account
      that have been released from the Lien of the Indenture][Loans] for payment
      hereunder and that neither the Owner Trustee in its individual capacity nor
      the
      Depositor is personally liable to the Certificateholders for any amount payable
      under this Certificate or the Agreement or, except as expressly provided in
      the
      Agreement, subject to any liability under the Agreement.

     

    [The
      Certificateholder acknowledges and agrees that its rights to receive
      distributions in respect of this Certificate are subordinated to the rights
      of
      the Noteholders as described in the Indenture, dated as of April 28, 2006,
      between Home Equity Mortgage Trust 2006-2 (the “Trust”) and U.S. Bank National
      Association, as Indenture Trustee (the “Indenture”).]

     

    The
      Certificateholder, by its acceptance of this Certificate, covenants and agrees
      that such Certificateholder will not, prior to the day one year and one day
      after the date the Trust Agreement terminates, institute against the Depositor
      or the Trust, or join in any institution against the Depositor or the Trust
      of,
      any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings, or other proceedings under any United States federal or state
      bankruptcy or similar law in connection with any obligations relating to the
      Certificates, the Notes, the Agreement or any of the Basic
      Documents.

     

    The
      Agreement permits the amendment thereof as specified below, provided that any
      amendment be accompanied by an Opinion of Counsel to the Owner Trustee to the
      effect that such amendment complies with the provisions of the Agreement and
      will not cause the Trust to be subject to an entity level tax. If the purpose
      of
      the amendment is to correct any mistake, eliminate any inconsistency, cure
      any
      ambiguity or deal with any matter not covered, it shall not be necessary to
      obtain the consent of any Securityholder, but the Owner Trustee shall be
      furnished with a letter from the Rating Agencies that the amendment will not
      result in the downgrading or withdrawal of the rating then assigned to any
      of
      the Notes. If the purpose of the amendment is to prevent the imposition of
      any
      federal or state taxes at any time that any Security is outstanding, it shall
      not be necessary to obtain the consent of any Securityholder, but the Owner
      Trustee shall be furnished with an Opinion of Counsel that such amendment is
      necessary or helpful to prevent the imposition of such taxes and is not
      materially adverse to any Securityholder. If the purpose of the amendment is
      to
      add or eliminate or change any provision of the Agreement, other than as
      specified in the preceding two sentences, the amendment shall require either
      (a)
      a letter from the Rating Agencies that the amendment will not result in the
      downgrading or withdrawal of the rating then assigned to any of the Notes or
      (b)
      the consent of the Certificateholders and the Indenture Trustee; provided,
      however, that no such amendment shall (i) reduce in any manner the amount of,
      or
      delay the time of, payments received that are required to be distributed on
      the
      Certificates without the consent of the Certificateholders, or (ii) reduce
      the aforesaid Certificate Percentage Interest required to consent to any such
      amendment without the consent of 100% of the Certificate Percentage
      Interest.

     

    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 of the Certificate Registrar maintained in the City of and State of
      New
      York, accompanied by a written instrument of transfer in form satisfactory
      to
      the Certificate Registrar duly executed by the registered holder of this
      Certificate or the such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of authorized denominations evidencing
      the same aggregate Certificate Percentage Interest will be issued to the
      designated transferee. The initial Certificate Registrar appointed under the
      Agreement is the Indenture Trustee.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Owner Trustee or the Certificate Registrar may require payment of a
      sum
      sufficient to cover any tax or governmental charge payable in connection
      therewith.

     

    The
      Owner
      Trustee, the Certificate Paying Agent, the Certificate Registrar and any agent
      of the Owner Trustee, the Certificate Paying Agent, or the Certificate Registrar
      may treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Owner Trustee, the Certificate Paying
      Agent, the Certificate Registrar or any such agent shall be affected by any
      notice to the contrary.

     

    This
      Certificate shall be governed by and construed in accordance with the laws
      of
      the State of Delaware.

     

    The
      obligations created by the Agreement in respect of the Certificates and the
      Trust created thereby shall terminate upon the earlier of (i) the final
      distribution of all moneys or other property or proceeds of the Trust Estate
      in
      accordance with the terms of the Indenture and the Agreement or (ii) the Final
      Maturity Date.

     

    Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of the Owner Trustee, or an authenticating agent 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 Owner Trustee, on behalf of the Trust and not in its
      individual capacity, has caused this Certificate to be duly
      executed.

     

    HOME
      EQUITY MORTGAGE TRUST 2006-2

     

    
      	 	
              By

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee

            


    

     

     

    
      	Dated:
              April 28, 2006 	 	
              Authorized
                Signatory

            


    

     

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [1][2]X-[1][2][S] Certificates referred to in the within
      mentioned Agreement.

     

    WILMINGTON
      TRUST COMPANY,

    not
      in
      its individual capacity but solely as Owner Trustee

     

    
      	
              By:

            	 	 
	 	Authorized
              Signatory	 




       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR

     

    OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

     

     

    
      	 
	
              (Please
                print or type name and address, including postal zip code, of
                assignee)

            
	 
	
              the
                within Certificate, and all rights thereunder, hereby irrevocably
                constituting and appointing

            
	 
	
              to
                transfer said Certificate on the books of the
                Certificate Registrar, with full power of substitution in the
                premises

            


    

     

    Dated:

     

    
      	 	 	*/	 
	 	 	 	 


    

     

    
      	 	 	 	
              */

            


    

     

    _________________

    */
      NOTICE: The signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within Certificate in every
      particular, without alteration, enlargement or any change whatever. Such
      signature must be guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Certificate Registrar, which requirements include membership
      or participation in STAMP or such other “signature guarantee program” as may be
      determined by the Certificate Registrar in addition to, or in substitution
      for,
      STAMP, all in accordance with the Securities Exchange Act of 1934, as
      amended.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for the information of the Certificate
      Paying Agent:

     

    

      
        	
                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

              	 
	 
	 


      

      
______________________

    

    Signature
      of assignee or agent

    (for
      authorization of wire

    transfer
      only)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      B

     

    FORM
      OF CERTIFICATE OF TRUST 

    OF

     

    [____________________________________]

     

    THIS
      Certificate of Trust of [______________] (the “Trust”), is being duly executed
      and filed by the undersigned, as trustee, to form a statutory trust under the
      Delaware Statutory Trust Act (12 Del.
      C.§
3801
      et seq.)
      (the
“Act”).

     

    1. Name.
      The
      name of the statutory trust formed hereby is
      [____________________].

     

    2. Delaware
      Trustee.
      The
      name and business address of the trustee of the Trust in the State of Delaware
      is [____________________], Attention: [________________________].

     

    3. Effective
      Date.
      This
      Certificate of Trust shall be effective [__________________].

     

    IN
      WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust
      in
      accordance with Section 3811(a) of the Act.

     

    [________________________________],

    as
      trustee

     

     

    By:_______________________________

    Name:

    Title:

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

     

    FORM
      OF RULE 144A INVESTMENT REPRESENTATION

     

    DESCRIPTION
      OF RULE 144A SECURITIES, INCLUDING NUMBERS:

     

    _____________________________________________

    _____________________________________________

    _____________________________________________

    _____________________________________________

     

    The
      undersigned seller, as registered holder (the “Seller”), intends to transfer the
      Rule 144A Securities described above to the undersigned buyer (the
“Buyer”).

     

    1.
      In
      connection with such transfer and in accordance with the agreements pursuant
      to
      which the Rule 144A Securities were issued, the Seller hereby certifies the
      following facts: Neither the Seller nor anyone acting on its behalf has offered,
      transferred, pledged, sold or otherwise disposed of the Rule 144A Securities,
      any interest in the Rule 144A Securities or any other similar security to,
      or
      solicited any offer to buy or accept a transfer, pledge or other disposition
      of
      the Rule 144A Securities, any interest in the Rule 144A Securities or any other
      similar security from, or otherwise approached or negotiated with respect to
      the
      Rule 144A Securities, any interest in the Rule 144A Securities or any other
      similar security with, any person in any manner, or made any general
      solicitation by means of general advertising or in any other manner, or taken
      any other action, that would constitute a distribution of the Rule 144A
      Securities under the Securities Act of 1933, as amended (the “1933 Act”), or
      that would render the disposition of the Rule 144A Securities a violation of
      Section 5 of the 1933 Act or require registration pursuant thereto, and
      that the Seller has not offered the Rule 144A Securities to any person other
      than the Buyer or another “qualified institutional buyer” as defined in Rule
      144A under the 1933 Act.

     

    2.
      The
      Buyer, pursuant to Section 3.05 of the Agreement, warrants and represents
      to, and covenants with the Owner Trustee, the Depositor and the Indenture
      Trustee (as such terms are defined in the Trust Agreement (the “Agreement”),
      dated as of April 28, 2006 between Asset Backed Securities Corporation, as
      Depositor, and Wilmington Trust Company, as Owner Trustee) as
      follows:

     

    a. The
      Buyer
      understands that the Rule 144A Securities have not been registered under the
      1933 Act or the securities laws of any state.

     

    b. The
      Buyer
      considers itself a substantial, sophisticated institutional investor having
      such
      knowledge and experience in financial and business matters that it is capable
      of
      evaluating the merits and risks of investment in the Rule 144A
      Securities.

     

    c. The
      Buyer
      has been furnished with all information regarding the Rule 144A Securities
      that
      it has requested from the Seller, the Indenture Trustee, the Owner Trustee,
      the
      Servicers or the Special Servicer.

     

    d. Neither
      the Buyer nor anyone acting on its behalf has offered, transferred, pledged,
      sold or otherwise disposed of the Rule 144A Securities, any interest in the
      Rule
      144A Securities or any other similar security to, or solicited any offer to
      buy
      or accept a transfer, pledge or other disposition of the Rule 144A Securities,
      any interest in the Rule 144A Securities or any other similar security from,
      or
      otherwise approached or negotiated with respect to the Rule 144A Securities,
      any
      interest in the Rule 144A Securities or any other similar security with, any
      person in any manner, or made any general solicitation by means of general
      advertising or in any other manner, or taken any other action, that would
      constitute a distribution of the Rule 144A Securities under the 1933 Act or
      that
      would render the disposition of the Rule 144A Securities a violation of
      Section 5 of the 1933 Act or require registration pursuant thereto, nor
      will it act, nor has it authorized or will it authorize any person to act,
      in
      such manner with respect to the Rule 144A Securities.

     

    e. The
      Buyer
      is a “qualified institutional buyer” as that term is defined in Rule 144A under
      the 1933 Act and has completed either of the forms of certification to that
      effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale
      to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule
      144A Securities for its own account or the accounts of other qualified
      institutional buyers, understands that such Rule 144A Securities 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.

     

    3.
      The
      Buyer represents that:

     

    (i) either
      (a) or (b) is satisfied, as marked below:

     

    ____ a. The
      Buyer
      is not any employee benefit or other plan subject to 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”), a 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; or

     

    ____ b. The
      Buyer
      has provided the Depositor, the Owner Trustee, the Certificate Registrar and
      the
      Servicers with an opinion of counsel, satisfactory to the Depositor, the Owner
      Trustee, the Certificate Registrar and the Servicer, to the effect that the
      purchase and holding of a Certificate by or on behalf of the Buyer is
      permissible under applicable law, will not constitute or result in a prohibited
      transaction under Section 406 of ERISA or Section 4975 of the Code (or
      comparable provisions of any subsequent enactments) and will not subject the
      Depositor, the Owner Trustee, the Certificate Registrar or the Servicers to
      any
      obligation or liability (including liabilities under ERISA or Section 4975
      of the Code) in addition to those undertaken in the Trust Agreement, which
      opinion of counsel shall not be an expense of the Depositor, the Owner Trustee,
      the Certificate Registrar or the Servicers; and

     

    (ii) the
      Buyer
      is familiar with the prohibited transaction restrictions and fiduciary
      responsibility requirements of Sections 406 and 407 of ERISA and
      Section 4975 of the Code and understands that each of the parties to which
      this certification is made is relying and will continue to rely on the
      statements made in this paragraph 3.

     

    4.
      This
      document may be executed in one or more counterparts and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same document.

     

    IN
      WITNESS WHEREOF, each of the parties has executed this document as of the date
      set forth below.

     

     

    

      
        	 
	 	 	 	 
	
                Print
                  Name of Seller

              	 	 	
                Print
                  Name of Buyer

              
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	 	 	
                By:

              	 
	 	
                Name:

              	 	 	
                Name:

              
	 	
                Title:

              	 	 	
                Title:

              
	 	 	 	 	 
	
                Taxpayer
                  Identification:

              	 	 	
                Taxpayer
                  Identification:

              
	 	 	 	 
	
                No:

              	 	 	
                No:

              	 
	 	 	 	 	 
	
                Date:

              	 	 	
                Date:

              	 


      

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    ANNEX
      1 TO EXHIBIT C

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Buyers Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows in connection with the Rule 144A
      Investment Representation to which this Certification is attached:

     

    1.
      As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2.
      In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933
      (“Rule 144A”) because (i) the Buyer 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 Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the
      category marked below.

     

    

      
        	
                ____

                 

              	
                Corporation,
                  etc.
                  The Buyer is a corporation (other than a bank, savings and loan
                  association or similar institution), Massachusetts or similar business
                  trust, partnership, or charitable organization described in
                  Section 501(c)(3) of the Internal Revenue Code.

                 

              
	
                ____

                 

              	
                Bank.
                  The Buyer (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.

                 

              
	
                ____

                 

              	
                QIB.
                  An entity, all of the equity owners of which are “qualified institutional
                  buyers.”

                 

              
	
                ____

                 

              	
                Savings
                  and Loan.
                  The Buyer (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.

                 

              
	
                ____

                 

              	
                Broker-Dealer.
                  The Buyer is a dealer registered pursuant to Section 15 of the
                  Securities Exchange Act of 1934.

                 

              
	
                ____

                 

              	
                Insurance
                  Company.
                  The Buyer 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 or
                  territory or the District of Columbia.

                 

              
	
                ____

                 

              	
                state
                  or Local Plan.
                  The Buyer 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 Buyer is an employee benefit plan within the meaning of Title
                  I of the
                  Employee Retirement Income Security Act of 1974.

                 

              
	
                ____

                 

              	
                Investment
                  Adviser.
                  The Buyer is an investment adviser registered under the Investment
                  Advisers Act of 1940.

                 

              
	
                ____

                 

              	
                SBIC.
                  The Buyer is a Small Business Investment Company licensed by the
                  U.S. Small Business Administration under Section 301 (c) or (d)
                  of the Small Business Investment Act of 1958.

                 

              
	
                ____

                 

              	
                Business
                  Development Company.
                  The Buyer is a business development company as defined in
                  Section 202(a)(22) of the Investment Advisers Act of
                  1940.

                 

              
	
                ____

                 

              	
                Trust
                  Fund.
                  The Buyer is a trust fund whose trustee is a bank or trust company
                  and
                  whose participants are exclusively (a) plans 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,
                  or (b) employee benefit plans within the meaning of Title I of
                  the
                  Employee Retirement Income Security Act of 1974, but is not a trust
                  fund
                  that includes as participants individual retirement accounts or
                  H.R. 10
                  plans.

                 

              


      

    

     

    ____________________________


    1 Buyer
      must own and/or invest on a discretionary basis at least $100,000,000 in
      securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
      invest on a discretionary basis at least $10,000,000 in securities.

     

     

    3.
      The
      term “securities” as used herein does not include (i) securities of issuers that
      are affiliated with the Buyer, (ii) securities that are part of an unsold
      allotment to or subscription by the Buyer, if the Buyer is a dealer, (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.

     

    4.
      For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph. Further, in determining such aggregate amount, the
      Buyer may have included securities owned by subsidiaries of the Buyer, but
      only
      if such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer’s direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934.

     

    5.
      The
      Buyer acknowledges that it is familiar with Rule 144A and understands that
      the
      seller to it and other parties related to the Rule 144A Securities are relying
      and will continue to rely on the statements made herein because one or more
      sales to the Buyer may be in reliance on Rule 144A.

     

    ____ ____ Will
      the
      Buyer be purchasing the Rule 144A

     

    Yes No
       Securities
      only for the Buyer’s own account?

     

    6.
      If the
      answer to the foregoing question is “no”, the Buyer agrees that, in connection
      with any purchase of securities sold to the Buyer for the account of a third
      party (including any separate account) in reliance on Rule 144A, the Buyer
      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 Buyer
      agrees that the Buyer will not purchase securities for a third party unless
      the
      Buyer 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
      Buyer 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 Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of
      this certification as of the date of such purchase.

     

    
      	
            
	 	 	 	 
	
               

            	 	 	
              Print
                Name of Buyer

            
	 	 	 	 	 
	 	 	 	 	 
	
               

            	 	 	
              By:

            	 
	 	
               

            	 	 	
              Name:

            
	 	
               

            	 	 	
              Title:

            
	 	 	 	 	 
	 	 	 	Date:	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT C

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [FOR
      BUYERS THAT ARE REGISTERED INVESTMENT COMPANIES]

     

    The
      undersigned hereby certifies as follows in connection with the Rule 144A
      Investment Representation to which this Certification is attached:

     

    1.
      As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933 (“Rule 144A”) because Buyer is part of a Family of Investment
      Companies (as defined below), is such an officer of the Adviser.

     

    2.
      In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, and (ii) as marked
      below, the Buyer alone, or the Buyer’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 Buyer’s most recent fiscal year. For purposes of
      determining the amount of securities owned by the Buyer or the Buyer’s Family of
      Investment Companies, the cost of such securities was used.

     

    
      	
              ____

            	
               

            	
              
                The
                  Buyer owned $  in securities (other than the excluded
                  securities referred to below) as of the end of the Buyer’s most recent
                  fiscal year (such amount being calculated in accordance with Rule
                  144A).

              

            


      	 	 	 


      	____	 	The Buyer 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 Buyer’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 Buyer or are part of the Buyer’s Family of Investment
      Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan
      participations, (iv) repurchase agreements, (v) securities owned but subject
      to
      a repurchase agreement and (vi) currency, interest rate and commodity
      swaps.

     

    5. The
      Buyer
      is familiar with Rule 144A and understands that each of the parties to which
      this certification is made are relying and will continue to rely on the
      statements made herein because one or more sales to the Buyer will be in
      reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer’s
      own account.

     

    6.
      The
      undersigned will notify each of the parties to which this certification is
      made
      of any changes in the information and conclusions herein. Until such notice,
      the
      Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of this
      certification by the undersigned as of the date of such purchase.

     

    
      
        

          
            	 	 
	 	
                    
                      Print
                        Name of Buyer

                    

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 
	 	 	 
	 	
                    IF
                      AN ADVISER:

                  
	 	 
	 	Print
                    Name
                    of Buyer
	 	 
	 	Date:____________________________________________________


          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      D

     

    FORM
      OF INVESTOR REPRESENTATION LETTER

     

    ________,
      20_

     

    Asset
      Backed Securities Corporation

    11
      Madison Avenue, 4th Floor

    New
      York,
      New York 10010-3629

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890

     

    U.S.
      Bank
      National Association

    60
      Livingston Avenue

    St.
      Paul,
      Minnesota 55107-2292

    


    


    Attention:
      Worldwide Securities Services/ Structured Finance Services-Home Equity Mortgage
      Trust 2006-2

     

    
      	
            	Re:	
              Home
                Equity Mortgage Trust 2006-2, Asset-Backed 
                Certificates,
                  Series 2006-2, Class
                  [1P][1X-1][1X-2][1X-S][G][2P][2X-1][2X-2]

              

            


    

     

    Ladies
      and Gentlemen:

     

    _____________
      (the “Purchaser”) intends to purchase from_________(the “Seller”) _____%
      Certificate Percentage Interest of the Home Equity Mortgage Trust 2006-2,
      Asset-Backed Certificates, Series
      2006-2,
      Class
[1P][1X-1][1X-2][1X-S][G][2P][2X-1][2X-2]
      (the
“Certificate”), issued pursuant to the Trust Agreement (the “Trust Agreement”),
      dated as of April 28, 2006 between Asset Backed Securities Corporation (the
      “Depositor”) and Wilmington Trust Company, as owner trustee (the “Owner
      Trustee”), as acknowledged and agreed by U.S. Bank National Association, as
      Certificate Registrar. All terms used herein and not otherwise defined shall
      have the meanings set forth in the Trust Agreement. The Purchaser hereby
      certifies, represents and warrants to, and covenants with, the Depositor and
      the
      Certificate Registrar that:

     

    1.
      The
      Purchaser understands that (a) the Certificate has 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 Certificate, (c) the Certificate 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 Trust Agreement contains restrictions regarding the transfer of the
      Certificate and (e) the Certificate will bear a legend to the foregoing
      effect.

     

    2.
      The
      Purchaser is acquiring the Certificate 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
      Purchaser 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 Certificate, such that
      it
      is capable of evaluating the merits and risks of investment in the Certificate,
      (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
      Purchaser has been furnished with, and has had an opportunity to review (a)
      a
      copy of the Trust Agreement and (b) such other information concerning the
      Certificate, the Loans and the Depositor as has been requested by the Purchaser
      from the Depositor or the Seller and is relevant to the Purchaser’s decision to
      purchase the Certificate. The Purchaser has had any questions arising from
      such
      review answered by the Depositor or the Seller to the satisfaction of the
      Purchaser.

     

    5.
      The
      Purchaser 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 the Certificates 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 the Certificates, any interest in the
      Certificates 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 the Certificates under the Act, that would
      render the disposition of the Certificates a violation of Section 5 of the
      Act or any state securities law, or that would require registration or
      qualification pursuant thereto. The Purchaser will not sell or otherwise
      transfer the Certificates, except in compliance with the provisions of the
      Trust
      Agreement.

     

    6.
      The
      Purchaser represents:

     

    (iii) that
      either (a) or (b) is satisfied, as marked below:

     

    ____ a.
      The
      Purchaser is not any employee benefit or other plan subject to 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”),
      a Person acting, directly or indirectly, on behalf of any such plan or any
      Person acquiring the Certificate with “plan assets” of a Plan within the meaning
      of the Department of Labor regulation promulgated at 29 C.F.R. §2510.3-101;
      or

     

    ____ b.
      The
      Purchaser has provided the Depositor, the Owner Trustee, the Certificate
      Registrar and the Servicers with an opinion of counsel, satisfactory to the
      Depositor, the Owner Trustee, the Certificate Registrar and the Servicers,
      to
      the effect that the purchase and holding of the Certificate by or on behalf
      of
      the Purchaser is permissible under applicable law, will not constitute or result
      in a prohibited transaction under Section 406 of ERISA or Section 4975
      of the Code (or comparable provisions of any subsequent enactments) and will
      not
      subject the Depositor, the Owner Trustee, the Certificate Registrar or the
      Servicer to any obligation or liability (including liabilities under ERISA
      or
      Section 4975 of the Code) in addition to those undertaken in the Trust
      Agreement, which opinion of counsel shall not be an expense of the Depositor,
      the Owner Trustee, the Certificate Registrar or the Servicers; and

     

    (iv) the
      Purchaser is familiar with the prohibited transaction restrictions and fiduciary
      responsibility requirements of Sections 406 and 407 of ERISA and
      Section 4975 of the Code and understands that each of the parties to which
      this certification is made is relying and will continue to rely on the
      statements made in this paragraph 6.

     

    7.
      The
      Purchaser is not a non-United States person.

     

    

      
        	 	
                
                  Very
                    truly yours,

                

              
	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      E

     

    FORM
      OF TRANSFEROR REPRESENTATION LETTER

     

    _________,
      20__

     

    Asset
      Backed Securities Corporation

    11
      Madison Avenue

    4th
      Floor

    New
      York,
      New York 10010-3629

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890

     

    U.S.
      Bank
      National Association

    60
      Livingston Avenue

    St.
      Paul,
      Minnesota 55107-2292

     

    Attention:
      Worldwide Securities Services/ Structured Finance Services-Home Equity Mortgage
      Trust 2006-2

     

    
       

      
        	
              	Re:	
                Home
                  Equity Mortgage Trust 2006-2, Asset-Backed 
                  Certificates,
                    Series 2006-2, Class
                    [1P][1X-1][1X-2][1X-S][G][2P][2X-1][2X-2]

                

              


      

    

     

    Ladies
      and Gentlemen:

     

    ______________
      (the “Purchaser”) intends to purchase from ________ (the “Seller”) _____%
      Certificate Percentage Interest of the Home Equity Mortgage Trust 2006-2,
      Home-Equity Loan-Backed Certificates, Series 2006-2 Class [1P][1X-1][1X-2][1X-S]
      [G][2P][2X-1][2X-2] (the “Certificate”), issued pursuant to the Trust Agreement
      (the “Trust Agreement”), dated as of April 28, 2006 between Asset Backed
      Securities Corporation, as depositor (the “Depositor”) and Wilmington Trust
      Company, as owner trustee (the “Owner Trustee”), as acknowledged and agreed by
      U.S. Bank National Association, as certificate registrar (the “Certificate
      Registrar”). All terms used herein and not otherwise defined shall have the
      meanings set forth in the Trust Agreement. The Seller hereby certifies,
      represents and warrants to, and covenants with, the Depositor and the
      Certificate Registrar that:

     

    Neither
      the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred the Certificate, any interest in the
      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 the Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to the Certificate, any interest in the 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 Certificate under the Securities Act of 1933
      (the “Act”), that would render the disposition of the 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 the Certificate.
      The
      Seller has not and will not sell or otherwise transfer any of the Certificate,
      except in compliance with the provisions of the Trust Agreement.

     

    
      

        
          	 	
                  
                    Very
                      truly yours,

                  

                
	 	 
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

      

       

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



    EXHIBIT
      F

     

    FORM
      OF ERISA REPRESENTATION LETTER

     

    ____________,
      20__

     

    Asset
      Backed Securities Corporation

    11
      Madison Avenue, 4th Floor

    New
      York,
      New York 10010-3629

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890

     

    U.S.
      Bank
      National Association

    60
      Livingston Avenue

    St.
      Paul,
      Minnesota 55107-2292

    


    Attention:
      Worldwide Securities Services/ Structured Finance Services-Home Equity Mortgage
      Trust 2006-2

     

    
      
         

        
          	
                	Re:	
                  Home
                    Equity Mortgage Trust 2006-2, Asset-Backed 
                    Certificates,
                      Series 2006-2, Class
                      [1P][1X-1][1X-2][1X-S][G][2P][2X-1][2X-2]

                  

                


        

      

       

    

    Dear
      Sirs:

     

    ____________________________
      (the “Transferee”) intends to acquire from ______________(the “Transferor”)
      $_______ of Home Equity Mortgage Trust 2006-2, Asset-Backed Certificates, Series
      2006-2, Class [1P][1X-1][1X-2][1X-S][G][2P][2X-1][2X-2] (the “Certificates”),
      issued pursuant to a Trust Agreement (the “Trust Agreement”) dated April 28,
      2006 among Asset Backed Securities Corporation, as depositor (the “Depositor”)
      and Wilmington Trust Company, as trustee (the “Owner Trustee”). Capitalized
      terms used herein and not otherwise defined shall have the meanings assigned
      thereto in the Trust Agreement.

     

    The
      Transferee hereby certifies, represents and warrants to, and covenants with,
      the
      Depositor, the Owner Trustee, the Certificate Registrar and the Servicers that
      the Certificate (i) is not being acquired by, and will not be transferred to,
      any employee benefit plan within the meaning of section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”) or other retirement
      arrangement, including individual retirement accounts and annuities, Keogh
      plans
      and bank collective investment funds and insurance company general or separate
      accounts in which such plans, accounts or arrangements are invested, that is
      subject to Section 406 of ERISA or Section 4975 of the Internal
      Revenue Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not
      being acquired with “plan assets” of a Plan within the meaning of the Department
      of Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101, and (iii) will not be
      transferred to any entity that is deemed to be investing in plan assets within
      the meaning of the DOL regulation, 29 C.F.R. § 2510.3-101; and

     

    (2) The
      Transferee is familiar with the prohibited transaction restrictions and
      fiduciary responsibility requirements of Sections 406 and 407 of ERISA and
      Section 4975 of the Code and understands that each of the parties to which
      this certification is made is relying and will continue to rely on the
      statements made herein.

     

    
      
        

          
            	 	
                    
                      Very
                        truly yours,

                    

                  
	 	 
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

        

         

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      G

     

     

    FORM
      OF CERTIFICATE OF NON-FOREIGN STATUS

     

    This
      Certificate of Non-Foreign Status is delivered pursuant to Section 3.05 of
      the Trust Agreement dated as of April 28, 2006 (the “Trust Agreement”), between
      Asset Backed Securities Corporation, as depositor (the “Depositor”), and
      Wilmington Trust Company, as owner trustee, in connection with the acquisition
      of, transfer to or possession by the undersigned, whether as beneficial owner
      (the “Beneficial Owner”), or nominee on behalf of the Beneficial Owner of Home
      Equity Mortgage Trust 2006-2, Asset-Backed Certificates, Series 2006-2, Class
      [G] [[1][2]A-R] (the “Certificates”). Capitalized terms used herein that are not
      otherwise defined shall have the meanings ascribed thereto in the Trust
      Agreement.

     

    Each
      holder must complete Part I, Part II (if the holder is a nominee), and in all
      cases sign and otherwise complete Part III.

     

    In
      addition, each holder shall submit with the Certificate an IRS Form W-9 relating
      to such holder.

     

    To
      confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the
      Internal Revenue Code (relating to withholding tax on foreign partners) do
      not
      apply in respect of the Certificates held by the undersigned, the undersigned
      hereby certifies:

     

    Part
      I
      -  Complete
      Either A or B

     

    A. Individual
      as Beneficial Owner

     

    
      	 	
              1.

            	
              I
                am (the Beneficial Owner is ) not a non-resident alien for purposes
                of
                U.S. income taxation;

            


      	 	 	 


      	 	2.	
              My
                (the Beneficial Owner’s) name and home address
                are:

            


      	 	 	
              ________________________________

              ________________________________

              ________________________________ ;
                and

            


    

     

    
      	 	
              3.

            	
              My
                (the Beneficial Owner’s) U.S. taxpayer identification number (Social
                Security Number) is
                _______________________.

            


    

     

    B. Corporate,
      Partnership or Other Entity as Beneficial Owner

     

    
      	 	
              1.

            	
                                          
                (Name of the Beneficial Owner) is not a foreign corporation, foreign
                partnership, foreign trust or foreign estate (as those terms are
                defined
                in the Code and Treasury
                Regulations;

            


    

     

    
      	 	
              2..

            	
              The
                Beneficial Owner’s office address and place of incorporation (if
                applicable) is

            


    

    
      	
            	 	
              ________________________________

              ________________________________

              ________________________________ ;
                and

            


    

     

    
      	 	
              3.

            	
              The
                Beneficial Owner’s U.S. employer identification number is                                   .

            


    

     

    Part
      II
      - Nominees

     

    If
      the
      undersigned is the nominee for the Beneficial Owner, the undersigned certifies
      that this Certificate has been made in reliance upon information contained
      in:

     

          
      an IRS
      Form W-9

     

          
      a form
      such as this or substantially similar

     

    provided
      to the undersigned by an appropriate person and (i) the undersigned agrees
      to
      notify the Trust at least thirty (30) days prior to the date that the form
      relied upon becomes obsolete, and (ii) in connection with change in Beneficial
      Owners, the undersigned agrees to submit a new Certificate of Non-Foreign Status
      to the Trust promptly after such change.

     

    Part
      III
      - Declaration

     

    The
      undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify
      the
      Trust within sixty (60) days of the date that the Beneficial Owner becomes
      a
      foreign person. The undersigned understands that this certificate may be
      disclosed to the Internal Revenue Service by the Trust and any false statement
      contained therein could be punishable by fines, imprisonment or
      both.

     

    Under
      penalties of perjury, I declare that I have examined this certificate and to
      the
      best of my knowledge and belief it is true, correct and complete and will
      further declare that I will inform the Trust of any change in the information
      provided above, and, if applicable, I further declare that I have the authority*
      to sign this document.

     

    _____________________________________

    Name

    _____________________________________

    Title
      (if
      applicable)

    _____________________________________

    Signature
      and Date

     

    *NOTE:
      If
      signed pursuant to a power of attorney, the power of attorney must accompany
      this certificate.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      H

    


    RESERVED

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      I

     

     

    FORM
      OF CLASS [1][2]A-R CERTIFICATES

     

    THIS
      CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
      OR A
      DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL 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”).

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 3.05 OF THE TRUST AGREEMENT
      OR AN OPINION OF COUNSEL SATISFACTORY TO THE SERVICER, THE DEPOSITOR AND THE
      INDENTURE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE
      OR
      RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF
      THE CODE AND WILL NOT SUBJECT THE SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
      OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
      AGREEMENT.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
      INDENTURE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) 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 THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
      SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
      ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING,
      (C)
      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
      UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
      CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
      TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
      SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
      SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
      (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED
      ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE
      OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
      TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
      CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
      CERTIFICATE REGISTER OR 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
      OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
      THIS
      PARAGRAPH.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No. 1

               

            	
              Interest
                Rate: Variable

               

            
	
              Cut-off
                Date:

            	
              Class
                Certificate Balance: $100

            
	
              April
                1, 2006

               

            	
              Assumed
                Final Payment Date: July 2036

               

            
	
              First
                Payment Date:

               

            	
              Certificate
                Percentage Interest of this Certificate: 100%

               

            
	
              May
                25, 2006

            	
              CUSIP:
                

            


    

    


     

    Home
      Equity Mortgage Trust 2006-2, 

    Asset-Backed
      Certificate, Series 2006-2, Class [1][2]A-R 

     

     

    evidencing
      percentage interest in the distribution allocable to the certificates of the
      above-referenced Class with respect to a Trust Estate evidenced by the loans
      created by ASSET BACKED SECURITIES CORPORATION (hereinafter called the
“Depositor” which term includes any successor entity under the Agreement
      referred to below).

     

    This
      Certificate is payable solely from the assets of the Trust Estate, and does
      not
      represent an obligation of or interest in the Depositor, the Sponsor, the
      Servicers, the Special Servicer, the Indenture Trustee, the Owner Trustee or
      any
      of their affiliates. Neither this Certificate nor any of the Loans is guaranteed
      or insured by any governmental agency or instrumentality or by the Depositor,
      the Sponsor, the Servicers, the Special Servicer, the Indenture Trustee, the
      Owner Trustee or any of their affiliates. None of the Depositor, the Sponsor,
      the Servicers, the Special Servicer, the Indenture Trustee, the Owner Trustee,
      or any of their affiliates will have any obligation with respect to any
      certificate or other obligation secured by or payable from payments on the
      Certificates.

     

    This
      certifies that [_________________] is the registered owner of the Certificate
      Percentage Interest evidenced by this Certificate (as set forth on the face
      hereof) in certain distributions with respect to the Trust Estate, consisting
      primarily of the Loans conveyed by the Depositor. The Trust Estate (as defined
      herein) was created pursuant to a Trust Agreement dated April 28, 2006 (as
      amended and supplemented from time to time, the “Agreement”) between the
      Depositor and Wilmington Trust Company, as owner trustee (the “Owner Trustee,”
which term includes any successor entity under the Agreement), 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 the such holder is bound.

     

    Pursuant
      to the terms of the Agreement, a distribution 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 (the “Payment Date”), commencing on the first Payment Date
      specified above, to the Person in whose name this Certificate is registered
      at
      the close of business on the last day (or if such last day is not a Business
      Day, the Business Day immediately preceding such last day) of the month
      immediately preceding the month of such distribution (the “Record Date”), in an
      amount equal to the pro rata portion evidenced by this Certificate (based on
      the
      Certificate Percentage Interest stated on the face hereof) of the Class
      [1][2]A-R Certificate Distribution Amount required to be distributed to the
      registered holder of this Certificate on such Payment Date. Distributions on
      this Certificate will be made as provided in the Agreement by the Certificate
      Paying Agent by wire transfer or check mailed to the Certificateholders of
      record in the Certificate Register without the presentation or surrender of
      this
      Certificate or the making of any notation hereon.

     

    Except
      as
      otherwise provided in the Agreement and notwithstanding the above, the final
      distribution on this Certificate will be made after due notice by the
      Certificate Paying Agent of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency
      maintained by the Certificate Registrar for that purpose in the City and State
      of New York.

     

    Each
      Certificateholder of this Certificate will be deemed to have agreed to be bound
      by the restrictions set forth in the Agreement to the effect that (i) each
      person holding or acquiring any Ownership Interest in this Certificate must
      be a
      United States Person and a Permitted Transferee, (ii) the transfer of any
      Ownership Interest in this Certificate will be conditioned upon the delivery
      to
      the Indenture Trustee of, among other things, an affidavit to the effect that
      it
      is a United States Person and Permitted Transferee, (iii) any attempted or
      purported transfer of any Ownership Interest in this Certificate in violation
      of
      such restrictions will be absolutely null and void and will vest no rights
      in
      the purported transferee, and (iv) if any person other than a United States
      Person and a Permitted Transferee acquires any Ownership Interest in this
      Certificate in violation of such restrictions, then the Depositor will have
      the
      right, in its sole discretion and without notice to the Certificateholder of
      this Certificate, to sell this Certificate to a purchaser selected by the
      Depositor, which purchaser may be the Depositor, or any affiliate of the
      Depositor, on such terms and conditions as the Depositor may
      choose.

     

    In
      connection with any transfer of this Certificate, the Certificate Registrar
      (unless otherwise directed by the Depositor) will require either (i) a
      representation letter, in the form of Exhibit J-1 to the Agreement, stating
      that
      the transferee is not an employee benefit or other plan subject to the
      prohibited transaction restrictions or the fiduciary responsibility requirements
      of ERISA or Section 4975 of the Code (“Plan”), any person acting, directly or
      indirectly, on behalf of any such plan or any person using the “plan assets,”
within the meaning of the Department of Labor regulations at 29 C.F.R.
§2510.3-101, to effect such acquisition (collectively, a “Plan Investor”) or
      (ii) if such transferee is a Plan Investor, an opinion of counsel
      acceptable to and in form and substance satisfactory to the Depositor, the
      Owner
      Trustee, the Servicers and the Certificate Registrar to the effect that the
      purchase or holding of this Certificate is permissible under applicable law,
      will not constitute or result in a prohibited transaction under Section 406
      of
      ERISA or Section 4975 of the Code (or comparable provisions of any subsequent
      enactments) and will not subject the Depositor, the Owner Trustee, the Servicers
      or the Certificate Registrar to any obligation or liability in addition to
      those
      undertaken in the Agreement.

     

    This
      Certificate is one of a duly authorized Certificate designated as Home Equity
      Mortgage Trust 2006-2, Asset-Backed Certificates, Class [1][2]A-R, of the Series
      specified hereon. All terms used in this Certificate which are defined in the
      Agreement shall have the meanings assigned to them in the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Certificate Distribution Account
      that
      have been released from the Lien of the Indenture for payment hereunder and
      that
      neither the Owner Trustee in its individual capacity nor the Depositor is
      personally liable to the Certificateholders for any amount payable under this
      Certificate or the Agreement or, except as expressly provided in the Agreement,
      subject to any liability under the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, covenants and agrees
      that such Certificateholder will not, prior to the day one year and one day
      after the date this Trust Agreement terminates, institute against the Depositor
      or the Trust, or join in any institution against the Depositor or the Trust
      of,
      any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings, or other proceedings under any United States federal or state
      bankruptcy or similar law in connection with any obligations relating to the
      Certificates, the Notes, the Agreement or any of the Basic
      Documents.

     

    The
      Agreement permits the amendment thereof as specified below, provided that any
      amendment be accompanied by an Opinion of Counsel to the Owner Trustee to the
      effect that such amendment complies with the provisions of the Agreement and
      will not cause the Trust to be subject to an entity level tax. If the purpose
      of
      the amendment is to correct any mistake, eliminate any inconsistency, cure
      any
      ambiguity or deal with any matter not covered, it shall not be necessary to
      obtain the consent of any Securityholder, but the Owner Trustee shall be
      furnished with a letter from the Rating Agencies that the amendment will not
      result in the downgrading or withdrawal of the rating then assigned to any
      of
      the Notes. If the purpose of the amendment is to prevent the imposition of
      any
      federal or state taxes at any time that any Security is outstanding, it shall
      not be necessary to obtain the consent of any Securityholder, but the Owner
      Trustee shall be furnished with an Opinion of Counsel that such amendment is
      necessary or helpful to prevent the imposition of such taxes and is not
      materially adverse to any Securityholder. If the purpose of the amendment is
      to
      add or eliminate or change any provision of the Agreement, other than as
      specified in the preceding two sentences, the amendment shall require either
      (a)
      a letter from the Rating Agencies that the amendment will not result in the
      downgrading or withdrawal of the rating then assigned to any of the Notes or
      (b)
      the consent of the Certificateholders and the Indenture Trustee; provided,
      however, that no such amendment shall (i) reduce in any manner the amount of,
      or
      delay the time of, payments received that are required to be distributed on
      the
      Certificates without the consent of the Certificateholders, or (ii) reduce
      the aforesaid Certificate Percentage Interest required to consent to any such
      amendment without the consent of 100% of the Certificate Percentage
      Interest.

     

    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 of the Certificate Registrar maintained in the City of and State of
      New
      York, accompanied by a written instrument of transfer in form satisfactory
      to
      the Certificate Registrar duly executed by the registered holder of this
      Certificate or the such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of authorized denominations evidencing
      the same aggregate Certificate Percentage Interest will be issued to the
      designated transferee. The initial Certificate Registrar appointed under the
      Agreement is the Indenture Trustee.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Owner Trustee or the Certificate Registrar may require payment of a
      sum
      sufficient to cover any tax or governmental charge payable in connection
      therewith.

     

    The
      Owner
      Trustee, the Certificate Paying Agent, the Certificate Registrar and any agent
      of the Owner Trustee, the Certificate Paying Agent, or the Certificate Registrar
      may treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Owner Trustee, the Certificate Paying
      Agent, the Certificate Registrar or any such agent shall be affected by any
      notice to the contrary.

     

    This
      Certificate shall be governed by and construed in accordance with the laws
      of
      the State of Delaware.

     

    The
      obligations created by the Agreement in respect of the Certificates and the
      Trust created thereby shall terminate upon the earlier of (i) the final
      distribution of all moneys or other property or proceeds of the Trust Estate
      in
      accordance with the terms of the Indenture and the Agreement or (ii) the Final
      Maturity Date.

     

    Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of the Owner Trustee, or an authenticating agent 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 Owner Trustee, on behalf of the Trust and not in its
      individual capacity, has caused this Certificate to be duly
      executed.

     

    HOME
      EQUITY MORTGAGE TRUST
      2006-2

     

    
      	 	
              By

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee

            


    

     

     

    
      
        	 	 	 	 
	Dated: April 28, 2006	 	
                Authorized
                  Signatory

              	 


      

    

             

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [1][2]A-R Certificates referred to in the within mentioned
      Agreement.

     

    WILMINGTON
      TRUST COMPANY, not in its 

    individual
      capacity but solely as Owner Trustee

     

    By:__________________________

    Authorized
      Signatory

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO

     

    PLEASE
      INSERT SOCIAL SECURITY OR

    OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

     

    
       

      
        	 
	
                (Please
                  print or type name and address, including postal zip code, of
                  assignee)

              
	 
	
                the
                  within Certificate, and all rights thereunder, hereby irrevocably
                  constituting and appointing

              
	 
	
                to
                  transfer said Certificate on the books of the
                  Certificate Registrar, with full power of substitution in the
                  premises

              


      

       

    

    Dated:

    _____________________________________ */

    Signature
      Guaranteed:

     

    ___________________________
      */

     

    */
      NOTICE: The signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within Certificate in every
      particular, without alteration, enlargement or any change whatever. Such
      signature must be guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Certificate Registrar, which requirements include membership
      or participation in STAMP or such other “signature guarantee program” as may be
      determined by the Certificate Registrar in addition to, or in substitution
      for,
      STAMP, all in accordance with the Securities Exchange Act of 1934, as
      amended.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for the information of the Certificate
      Paying Agent:

     

    
      

        
          	
                  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

                	 
	 
	 


        

         

        
          	 	 	 	 	 
	 	 	 	 	
                  Signature
                    of assignee or agent

                  (for
                    authorization of wire

                  transfer
                    only)

                


        

      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
              


            

          

        

      

       

    

    EXHIBIT
      J-1

     

    FORM
      OF TRANSFER AFFIDAVIT AND AGREEMENT

     

    

      
        	
                STATE
                  OF 

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF___________

              	
                )

              	 


      

      
 

    

    [NAME
      OF
      OFFICER], being first duly sworn, deposes and says:

     

    1. That
      he
      is [Title of Officer] of [Name of Owner] (record or beneficial owner of the
      Home
      Equity Mortgage Trust 2006-2,

     

    2. Asset-Backed
      Certificate, Series 2006-2, Class [G] [[1][2]A-R] (the “Owner”)), a
      [savings institution] [corporation] duly organized and existing under the laws
      of [the State of                                     ]
      [the
      United States], on behalf of which he makes this affidavit and
      agreement.

     

    3. That
      the
      Owner (i) is not and will not be a “disqualified organization” or an electing
      large partnership as of [date of transfer] within the meaning of Sections
      860E(e)(5) and 775, respectively, of the Internal Revenue Code of 1986, as
      amended (the “Code”) or an electing large partnership under Section 775(a)
      of the Code, (ii) will endeavor to remain other than a disqualified organization
      for so long as it retains its ownership interest in the Class [G]
      [[1][2]A-R] Certificates, and (iii) is acquiring the Class [G] [[1][2]A-R]
      Certificates for its own account or for the account of another Owner from which
      it has received an affidavit and agreement in substantially the same form as
      this affidavit and agreement. (For this purpose, a “disqualified organization”
means an electing large partnership under Section 775 of the Code, 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 rural 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).

     

    4. That
      the
      Owner is aware (i) of the tax that would be imposed on transfers of
      Class [G] [[1][2]A-R] Certificates to disqualified organizations or
      electing large partnerships, under the Code, that applies to all transfers
      of
      Class [G] [[1][2]A-R] Certificates after March 31, 1988; (ii) that such tax
      would be on the transferor (or, with respect to transfers to electing large
      partnerships, on each such partnership), or, if such transfer is through an
      agent (which person includes a broker, nominee or middleman) for a disqualified
      organization, on the agent; (iii) that the person (other than with respect
      to
      transfers to electing large partnerships) 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 not a disqualified organization and, at the
      time of transfer, such person does not have actual knowledge that the affidavit
      is false; and (iv) that the Class [G] [[1][2]A-R] Certificates may be
“noneconomic residual interests” within the meaning of Treasury regulations
      promulgated pursuant to the Code and that the transferor of a noneconomic
      residual interest will remain liable for any taxes due with respect to the
      income on such residual interest, unless no significant purpose of the transfer
      was to impede the assessment or collection of tax.

     

    5. That
      the
      Owner is aware of the tax imposed on a “pass-through entity” holding
      Class [G] [[1][2]A-R] Certificates if either the pass-through entity is an
      electing large partnership under Section 775 of the Code if at any time
      during the taxable year of the pass-through entity a disqualified organization
      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.)

     

    6. 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 (except in the case of a partnership, to
      the
      extent provided in Treasury regulations), or an estate that is described in
      Section 7701(a)(30)(D) of the Code, or a trust that is described in
      Section 7701(a)(30)(E) of the Code.

     

    7. That
      the
      Owner is aware that the Certificate Registrar will not register the transfer
      of
      any Class [G] [[1][2]A-R] Certificates unless the transferee, or the
      transferee’s agent, delivers to it an affidavit and agreement, among other
      things, in substantially the same form as this affidavit and agreement. 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.

     

    8. That
      the
      Owner has reviewed the restrictions set forth on the face of the Class [G]
      [[1][2]A-R] Certificates and the provisions of Section 3.05 of the Trust
      Agreement under which the Class [G] [[1][2]A-R] Certificates were issued
      (in particular, clause (i)(A) and (i)(B) of Section 3.05 which authorize
      the Certificate Registrar to deliver payments to a person other than the Owner
      and negotiate a mandatory sale by the Indenture Trustee in the event the Owner
      holds such Certificates in violation of Section 3.05). The Owner expressly
      agrees to be bound by and to comply with such restrictions and
      provisions.

     

    9. That
      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 [G] [[1][2]A-R] Certificates will only be owned,
      directly or indirectly, by an Owner that is not a disqualified
      organization.

     

    10. The
      Owner’s Taxpayer Identification Number is                             .

     

    11. This
      affidavit and agreement relates only to the Class [G] [[1][2]A-R]
      Certificates held by the Owner and not to any other holder of the Class [G]
      [[1][2]A-R] Certificates. The Owner understands that the liabilities described
      herein relate only to the Class [G] [[1][2]A-R] Certificates.

     

    12. That
      no
      purpose of the Owner relating to the transfer of any of the Class [G]
      [[1][2]A-R] Certificates by the Owner is or will be to impede the assessment
      or
      collection of any tax.

     

    13. That
      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. In this regard, the Owner hereby represents to and for the benefit
      of the person from whom it acquired the Class [G] [[1][2]A-R] Certificate
      that the Owner intends to pay taxes associated with holding such Class [G]
      [[1][2]A-R] Certificate as they become due, fully understanding that it may
      incur tax liabilities in excess of any cash flows generated by the
      Class [G] [[1][2]A-R] Certificate.

     

    14. That
      the
      Owner has no present knowledge or expectation that it will become insolvent
      or
      subject to a bankruptcy proceeding for so long as any of the Class [G]
      [[1][2]A-R] Certificates remain outstanding.

     

    15. The
      Purchaser 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”), or an investment manager, named fiduciary or a
      trustee of any such plan, or any other Person acting, directly or indirectly,
      on
      behalf of or purchasing any Certificate with “plan assets” of any such
      plan.

     

    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 [Title
      of
      Officer] and its corporate seal to be hereunto attached, attested by its
      [Assistant] Secretary, this ____ day of __________, ____________.

     

     

    

      
        	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                 

              	 	 	
                By:

              	 
	
                 

              	 	 	
                 

              	
                
                  [Name
                    of Officer]

                

              
	
                 

              	 	 	
                 

              	
                [Title
                  of Officer]

              


      

    

    [Corporate
      Seal]

     

    ATTEST:

    _______________________________-

    [Assistant]
      Secretary

     

    Personally
      appeared before me the above-named [Name of Officer], known or proved to me
      to
      be the same person who executed the foregoing instrument and to be the [Title
      of
      Officer] of the Owner, and acknowledged to me that he executed the same as
      his
      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 the       
                  day of                           ,
                  20    .

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      J-2

     

    


     

    FORM
      OF TRANSFEROR CERTIFICATE

     

     

                                        ,
      20    

     

    Asset
      Backed Securities Corporation

    11
      Madison Avenue, 4th Floor

    New
      York,
      New York 10010-3629

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890

     

    U.S.
      Bank
      National Association

    60
      Livingston Avenue

    St.
      Paul,
      Minnesota 55107-2292

    


    Attention:
      Worldwide Securities Services/ Structured Finance Services-Home Equity Mortgage
      Trust 2006-2

     

    
      
        
           

          
            	
                  	Re:	
                    Home
                      Equity Mortgage Trust 2006-2, Asset-Backed Certificate,
                      Series 2006-2, Class [G] [[1][2]A-R] 

                  


          

        

         

      

    

    Ladies
      and Gentlemen:

     

    This
      letter is delivered to you in connection with the transfer by                 
      (the
“Seller”) to                             
      (the
“Purchaser”) of a [__]% Percentage Interest in the Home Equity Mortgage Trust
      2006-2, Asset-Backed Certificates, Series 2006-2, Class [G] [[1][2]A-R]
      (the “Certificates”), pursuant to Section 3.05 of the Trust Agreement (the
“Trust Agreement”), dated as of April 28, 2006, between Asset Backed Securities
      Corporation, as seller (the “Company”), and Wilmington Trust Company, as owner
      trustee (the “Trustee”). All terms used herein and not otherwise defined shall
      have the meanings set forth in the Trust Agreement. The Seller hereby certifies,
      represents and warrants to, and covenants with, the Company and the Trustee
      that:

     

    1. No
      purpose of the Seller relating to the transfer of the Certificate by the Seller
      to the Purchaser is or will be to impede the assessment or collection of any
      tax.

     

    2. The
      Seller understands that the Purchaser has delivered to the Indenture Trustee
      and
      the Servicers a transfer affidavit and agreement in the form attached to the
      Trust Agreement as Exhibit J-1. The Seller does not know or believe that any
      representation contained therein is false.

     

    3. The
      Seller has at the time of the transfer 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
      Seller has determined that the Purchaser has historically paid its debts as
      they
      become 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 Seller
      understands that the transfer of a Class [G] [[1][2]A-R] Certificate may
      not be respected for United States income tax purposes (and the Seller may
      continue to be liable for United States income taxes associated therewith)
      unless the Seller has conducted such an investigation.

     

    4. The
      Seller has no actual knowledge that the proposed Transferee is not both a United
      States Person and a Permitted Transferee.

     

    

      
        	 	
                Very
                  truly yours,

                 

              
	 	
                (Seller)

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 


      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



    EXHIBIT
      K

     

    FORM
      OF CLASS [1][2]P CERTIFICATES

     

    THIS
      CERTIFICATE IS NOT TRANSFERABLE EXCEPT UPON SATISFACTION OF THE CONDITIONS
      IN
      SECTION 3.05 OF THE AGREEMENT.

     

    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 STATE LAWS OR
      IS
      SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
      SUCH ACT AND UNDER SUCH STATE LAWS AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 3.05 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE REGISTRAR
      SHALL HAVE RECEIVED EITHER (i) A REPRESENTATION LETTER IN THE FORM OF EXHIBIT
      F
      TO THE AGREEMENT FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT
      SUCH
      TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
      TRANSACTION RESTRICTIONS AND THE FIDUCIARY RESPONSIBILITY REQUIREMENTS 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”), ANY
      PERSON ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON
      USING “PLAN ASSETS,” WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATIONS
      SECTION 2510.3-101, TO ACQUIRE THIS CERTIFICATE (COLLECTIVELY A “PLAN
      INVESTOR”), OR (ii) IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
      NAME OF A PLAN INVESTOR, AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND
      SUBSTANCE SATISFACTORY TO THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER AND
      THE
      CERTIFICATE REGISTRAR, OR A CERTIFICATION IN THE FORM OF EXHIBIT F TO THE
      AGREEMENT, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE IS
      PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED
      TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR
      COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) AND WILL NOT SUBJECT THE
      DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER OR THE CERTIFICATE REGISTRAR TO
      ANY
      OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
      AGREEMENT.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSOR,
      THE
      DEPOSITOR, THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF
      THEIR RESPECTIVE AFFILIATES.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No. 1

               

            	
              Interest
                Rate: Variable

               

            
	
              Cut-off
                Date:

               

            	
              Class
                Certificate Balance: $100

               

            
	
              April
                1, 2006

               

            	
              Assumed
                Final Payment Date: July 25, 2036

               

            
	
              First
                Payment Date:

               

            	
              Certificate
                Percentage Interest of this Certificate: 100%

               

            
	
              May
                25, 2006

            	
              CUSIP:
                

            


    

    


     

    Home
      Equity Mortgage Trust 2006-2, 

    Asset-Backed
      Certificate, Series 2006-2, Class [1][2]P

     

    evidencing
      percentage interest in the distribution allocable to the certificates of the
      above-referenced Class with respect to a Trust Estate evidenced by the loans
      created by ASSET BACKED SECURITIES CORPORATION (hereinafter called the
“Depositor” which term includes any successor entity under the Agreement
      referred to below).

     

    This
      Certificate is payable solely from the assets of the Trust Estate, and does
      not
      represent an obligation of or interest in the Depositor, the Sponsor, the
      Servicers, the Special Servicer, the Indenture Trustee, the Owner Trustee or
      any
      of their affiliates. Neither this Certificate nor any of the Loans is guaranteed
      or insured by any governmental agency or instrumentality or by the Depositor,
      the Sponsor, the Servicers, the Special Servicer, the Indenture Trustee, the
      Owner Trustee or any of their affiliates. None of the Depositor, the Sponsor,
      the Servicers, the Special Servicer, the Indenture Trustee, the Owner Trustee,
      or any of their affiliates will have any obligation with respect to any
      certificate or other obligation secured by or payable from payments on the
      Certificates. 

     

    This
      certifies that [____________________] is the registered owner of the Certificate
      Percentage Interest evidenced by this Certificate (as set forth on the face
      hereof) in certain distributions with respect to the Trust Estate, consisting
      primarily of the Loans conveyed by the Depositor. The Trust Estate (as defined
      herein) was created pursuant to a Trust Agreement dated April 28, 2006 (as
      amended and supplemented from time to time, the “Agreement”) between the
      Depositor and Wilmington Trust Company, as owner trustee (the “Owner Trustee,”
which term includes any successor entity under the Agreement), 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 the such holder is bound.

     

    Pursuant
      to the terms of the Agreement, a distribution 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 (the “Payment Date”), commencing on the first Payment Date
      specified above, to the Person in whose name this Certificate is registered
      at
      the close of business on the last day (or if such last day is not a Business
      Day, the Business Day immediately preceding such last day) of the month
      immediately preceding the month of such distribution (the “Record Date”), in an
      amount equal to the pro rata portion evidenced by this Certificate (based on
      the
      Certificate Percentage Interest stated on the face hereof) of the Class [1][2]P
      Certificate Distribution Amount required to be distributed to the registered
      holder of this Certificate on such Payment Date. Distributions on this
      Certificate will be made as provided in the Agreement by the Certificate Paying
      Agent by wire transfer or check mailed to the Certificateholders of record
      in
      the Certificate Register without the presentation or surrender of this
      Certificate or the making of any notation hereon.

     

    Except
      as
      otherwise provided in the Agreement and notwithstanding the above, the final
      distribution on this Certificate will be made after due notice by the
      Certificate Paying Agent of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency
      maintained by the Certificate Registrar for that purpose in the City and State
      of New York.

     

    No
      transfer of this Certificate will be made unless such transfer is exempt from
      the registration requirements of the Securities Act of 1933, as amended, and
      any
      applicable state securities laws or is made in accordance with said Act and
      laws. In the event that such a transfer is to be made, (i) the Certificate
      Registrar or the Depositor may require an opinion of counsel acceptable to
      and
      in form and substance satisfactory to the Certificate Registrar and the
      Depositor that such transfer is exempt (describing the applicable exemption
      and
      the basis therefor) from or is being made pursuant to the registration
      requirements of the Securities Act of 1933, as amended, and of any applicable
      statute of any state and (ii) the transferee shall execute an investment letter
      in the form described in the Agreement and (iii) the Certificate Registrar
      shall
      require the transferee to execute an investment letter in the form described
      by
      the Agreement, which investment letter shall not be at the expense of the Trust,
      the Owner Trustee, the Certificate Registrar or the Depositor. If a
      Certificateholder desires to effect such transfer, it shall, and does hereby
      agree to, indemnify the Trust, the Owner Trustee, the Depositor, the Servicers,
      the Special Servicer, the Indenture Trustee and the Certificate Registrar
      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. In connection with any
      transfer of this Certificate, the Certificate Registrar (unless otherwise
      directed by the Depositor) will require either (i) a representation letter,
      in
      the form of Exhibit F to the Agreement, stating that the transferee is not
      an
      employee benefit or other plan subject to the prohibited transaction
      restrictions or the fiduciary responsibility requirements of ERISA or Section
      4975 of the Code (“Plan”), any person acting, directly or indirectly, on behalf
      of any such plan or any person using the “plan assets,” within the meaning of
      the Department of Labor regulations at 29 C.F.R. §2510.3-101, to effect such
      acquisition (collectively, a “Plan Investor”) or (ii) if such transferee is
      a Plan Investor, an opinion of counsel acceptable to and in form and substance
      satisfactory to the Depositor, the Owner Trustee, the Servicer and the
      Certificate Registrar to the effect that the purchase or holding of this
      Certificate is permissible under applicable law, will not constitute or result
      in a prohibited transaction under Section 406 of ERISA or Section 4975 of the
      Code (or comparable provisions of any subsequent enactments) and will not
      subject the Depositor, the Owner Trustee, the Servicer or the Certificate
      Registrar to any obligation or liability in addition to those undertaken in
      the
      Agreement.

     

    This
      Certificate is one of a duly authorized Certificate designated as Home Equity
      Mortgage Trust 2006-2, Asset-Backed Certificates, Class 1P, of the Series
      specified hereon. All terms used in this Certificate which are defined in the
      Agreement shall have the meanings assigned to them in the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Certificate Distribution Account
      that
      have been released from the Lien of the Indenture for payment hereunder and
      that
      neither the Owner Trustee in its individual capacity nor the Depositor is
      personally liable to the Certificateholders for any amount payable under this
      Certificate or the Agreement or, except as expressly provided in the Agreement,
      subject to any liability under the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, covenants and agrees
      that such Certificateholder will not, prior to the day one year and one day
      after the date the Trust Agreement terminates, institute against the Depositor
      or the Trust, or join in any institution against the Depositor or the Trust
      of,
      any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings, or other proceedings under any United States federal or state
      bankruptcy or similar law in connection with any obligations relating to the
      Certificates, the Notes, the Agreement or any of the Basic
      Documents.

     

    The
      Agreement permits the amendment thereof as specified below, provided that any
      amendment be accompanied by an Opinion of Counsel to the Owner Trustee to the
      effect that such amendment complies with the provisions of the Agreement and
      will not cause the Trust to be subject to an entity level tax. If the purpose
      of
      the amendment is to correct any mistake, eliminate any inconsistency, cure
      any
      ambiguity or deal with any matter not covered, it shall not be necessary to
      obtain the consent of any Securityholder, but the Owner Trustee shall be
      furnished with a letter from the Rating Agencies that the amendment will not
      result in the downgrading or withdrawal of the rating then assigned to any
      of
      the Notes. If the purpose of the amendment is to prevent the imposition of
      any
      federal or state taxes at any time that any Security is outstanding, it shall
      not be necessary to obtain the consent of any Securityholder, but the Owner
      Trustee shall be furnished with an Opinion of Counsel that such amendment is
      necessary or helpful to prevent the imposition of such taxes and is not
      materially adverse to any Securityholder. If the purpose of the amendment is
      to
      add or eliminate or change any provision of the Agreement, other than as
      specified in the preceding two sentences, the amendment shall require either
      (a)
      a letter from the Rating Agencies that the amendment will not result in the
      downgrading or withdrawal of the rating then assigned to any of the Notes or
      (b)
      the consent of the Certificateholders and the Indenture Trustee; provided,
      however, that no such amendment shall (i) reduce in any manner the amount of,
      or
      delay the time of, payments received that are required to be distributed on
      the
      Certificates without the consent of the Certificateholders, or (ii) reduce
      the aforesaid Certificate Percentage Interest required to consent to any such
      amendment without the consent of 100% of the Certificate Percentage
      Interest.

     

    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 of the Certificate Registrar maintained in the City of and State of
      New
      York, accompanied by a written instrument of transfer in form satisfactory
      to
      the Certificate Registrar duly executed by the registered holder of this
      Certificate or the such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of authorized denominations evidencing
      the same class and aggregate Certificate Percentage Interest will be issued
      to
      the designated transferee. The initial Certificate Registrar appointed under
      the
      Agreement is the Indenture Trustee.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Owner Trustee or the Certificate Registrar may require payment of a
      sum
      sufficient to cover any tax or governmental charge payable in connection
      therewith.

     

    The
      Owner
      Trustee, the Certificate Paying Agent, the Certificate Registrar and any agent
      of the Owner Trustee, the Certificate Paying Agent, or the Certificate Registrar
      may treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Owner Trustee, the Certificate Paying
      Agent, the Certificate Registrar or any such agent shall be affected by any
      notice to the contrary.

     

    This
      Certificate shall be governed by and construed in accordance with the laws
      of
      the State of Delaware.

     

    The
      obligations created by the Agreement in respect of the Certificates and the
      Trust created thereby shall terminate upon the earlier of (i) the final
      distribution of all moneys or other property or proceeds of the Trust Estate
      in
      accordance with the terms of the Indenture and the Agreement or (ii) the Final
      Maturity Date.

     

    Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of the Owner Trustee, or an authenticating agent 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 Owner Trustee, on behalf of the Trust and not in its
      individual capacity, has caused this Certificate to be duly
      executed.

     

    HOME
      EQUITY MORTGAGE TRUST 2006-2

     

    
      	 	
              By

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee

            


      	 	 	 


    

     

    
       

      
        	Dated:
                April 28, 2006 	 	
                Authorized
                  Signatory

              


      

       
 

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [1][2]P Certificates referred to in the within mentioned
      Agreement.

     

    WILMINGTON
      TRUST COMPANY,

    not
      in
      its individual capacity but solely as Owner Trustee

    


    By:
      ____________________________    

    Authorized
      Signatory

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR

    OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

     

    
       

      
        	 
	
                (Please
                  print or type name and address, including postal zip code, of
                  assignee)

              
	 
	
                the
                  within Certificate, and all rights thereunder, hereby irrevocably
                  constituting and appointing

              
	 
	
                to
                  transfer said Certificate on the books of the
                  Certificate Registrar, with full power of substitution in the
                  premises

              


      

       

      Dated:

       

      
        	 	 	*/	 
	 	 	 	 


      

       

      
        	 	 	 	
                */

              


      

    

     

    _________

    */
      NOTICE: The signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within Certificate in every
      particular, without alteration, enlargement or any change whatever. Such
      signature must be guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Certificate Registrar, which requirements include membership
      or participation in STAMP or such other “signature guarantee program” as may be
      determined by the Certificate Registrar in addition to, or in substitution
      for,
      STAMP, all in accordance with the Securities Exchange Act of 1934, as
      amended.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for the information of the Certificate
      Paying Agent:

     

    
      

        
          	
                  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

                	 
	 
	 


        

         

        
          	 	 	 	 	 
	 	 	 	 	
                  Signature
                    of assignee or agent

                  (for
                    authorization of wire

                  transfer
                    only)

                


        

      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
              


            

          

        



    

    EXHIBIT
      L

     

    FORM
      OF CLASS G CERTIFICATES

     

    THIS
      CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
      DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL 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”).

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 3.05 OF THE TRUST AGREEMENT
      OR AN OPINION OF COUNSEL SATISFACTORY TO THE SERVICER, THE DEPOSITOR AND THE
      INDENTURE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE
      OR
      RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF
      THE CODE AND WILL NOT SUBJECT THE SERVICER, THE COMPANY OR THE INDENTURE TRUSTEE
      TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
      AGREEMENT.

     

    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 STATE LAWS OR
      IS
      SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
      SUCH ACT AND UNDER SUCH STATE LAWS AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 3.05 OF THE AGREEMENT.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SERVICER AND THE
      INDENTURE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) 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 THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
      SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
      ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING,
      (C)
      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
      UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
      CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
      TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
      SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
      SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
      (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED
      ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE
      OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
      TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
      CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
      CERTIFICATE REGISTER OR 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
      OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
      THIS
      PARAGRAPH.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No. 1

               

            	
              Interest
                Rate: Adjustable

               

            
	
              Cut-off
                Date:

            	
              Class
                Certificate Balance: $0.00

            
	
              April
                1, 2006

               

            	
              Assumed
                Final Payment Date: July 25, 2036

               

            
	
              First
                Payment Date:

               

            	
              Certificate
                Percentage Interest of this Certificate: 100%

               

            
	
              May
                25, 2006

            	
              CUSIP:
                

            


    

    


     

    Home
      Equity Mortgage Trust 2006-2, 

    Asset-Backed
      Certificate, Series 2006-2, Class G 

     

    evidencing
      percentage interest in the distribution allocable to the certificates of the
      above-referenced Class with respect to a Trust Estate evidenced by the loans
      created by ASSET BACKED SECURITIES CORPORATION (hereinafter called the
“Depositor” which term includes any successor entity under the Agreement
      referred to below).

     

    This
      Certificate is payable solely from the assets of the Trust Estate, and does
      not
      represent an obligation of or interest in the Depositor, the Sponsor, the
      Servicers, the Special Servicer, the Indenture Trustee, the Owner Trustee or
      any
      of their affiliates. Neither this Certificate nor any of the Loans is guaranteed
      or insured by any governmental agency or instrumentality or by the Depositor,
      the Sponsor, the Servicers, the Special Servicer, the Indenture Trustee, the
      Owner Trustee or any of their affiliates. None of the Depositor, the Sponsor,
      the Servicers, the Special Servicer, the Indenture Trustee, the Owner Trustee,
      or any of their affiliates will have any obligation with respect to any
      certificate or other obligation secured by or payable from payments on the
      Certificates.

     

    This
      certifies that [____________________] is the registered owner of the Certificate
      Percentage Interest evidenced by this Certificate (as set forth on the face
      hereof) in certain distributions with respect to the Trust Estate, consisting
      primarily of the Loans conveyed by the Depositor. The Trust Estate (as defined
      herein) was created pursuant to a Trust Agreement dated April 28, 2006 (as
      amended and supplemented from time to time, the “Agreement”) between the
      Depositor and Wilmington Trust Company, as owner trustee (the “Owner Trustee,”
which term includes any successor entity under the Agreement), 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 the such holder is bound.

     

    Pursuant
      to the terms of the Agreement, a distribution 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 (the “Payment Date”), commencing on the first Payment Date
      specified above, to the Person in whose name this Certificate is registered
      at
      the close of business on the last day (or if such last day is not a Business
      Day, the Business Day immediately preceding such last day) of the related
      Accrual Period (the “Record Date”), in an amount equal to the pro rata portion
      evidenced by this Certificate (based on the Certificate Percentage Interest
      stated on the face hereof) of the Class G Certificate Distribution Amount
      required to be distributed to the registered holder of this Certificate on
      such
      Payment Date. Distributions on this Certificate will be made as provided in
      the
      Agreement by the Certificate Paying Agent by wire transfer or check mailed
      to
      the Certificateholders of record in the Certificate Register without the
      presentation or surrender of this Certificate or the making of any notation
      hereon.

     

    Except
      as
      otherwise provided in the Agreement and notwithstanding the above, the final
      distribution on this Certificate will be made after due notice by the
      Certificate Paying Agent of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency
      maintained by the Certificate Registrar for that purpose in the City and State
      of New York.

     

    Each
      Certificateholder of this Certificate will be deemed to have agreed to be bound
      by the restrictions set forth in the Agreement to the effect that (i) each
      person holding or acquiring any Ownership Interest in this Certificate must
      be a
      United States Person and a Permitted Transferee, (ii) the transfer of any
      Ownership Interest in this Certificate will be conditioned upon the delivery
      to
      the Indenture Trustee of, among other things, an affidavit to the effect that
      it
      is a United States Person and Permitted Transferee, (iii) any attempted or
      purported transfer of any Ownership Interest in this Certificate in violation
      of
      such restrictions will be absolutely null and void and will vest no rights
      in
      the purported transferee, and (iv) if any person other than a United States
      Person and a Permitted Transferee acquires any Ownership Interest in this
      Certificate in violation of such restrictions, then the Depositor will have
      the
      right, in its sole discretion and without notice to the Certificateholder of
      this Certificate, to sell this Certificate to a purchaser selected by the
      Depositor, which purchaser may be the Depositor, or any affiliate of the
      Depositor, on such terms and conditions as the Depositor may
      choose.

     

    No
      transfer of this Certificate will be made unless such transfer is exempt from
      the registration requirements of the Securities Act of 1933, as amended, and
      any
      applicable state securities laws or is made in accordance with said Act and
      laws. In the event that such a transfer is to be made, (i) the Certificate
      Registrar or the Depositor may require an opinion of counsel acceptable to
      and
      in form and substance satisfactory to the Certificate Registrar and the
      Depositor that such transfer is exempt (describing the applicable exemption
      and
      the basis therefor) from or is being made pursuant to the registration
      requirements of the Securities Act of 1933, as amended, and of any applicable
      statute of any state and (ii) the transferee shall execute an investment letter
      in the form described in the Agreement and (iii) the Certificate Registrar
      shall
      require the transferee to execute an investment letter in the form described
      by
      the Agreement, which investment letter shall not be at the expense of the Trust,
      the Owner Trustee, the Certificate Registrar or the Depositor. If a
      Certificateholder desires to effect such transfer, it shall, and does hereby
      agree to, indemnify the Trust, the Owner Trustee, the Depositor, the Servicers,
      the Special Servicer and the Certificate Registrar 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. In connection with any transfer of this
      Certificate, the Certificate Registrar (unless otherwise directed by the
      Depositor) will require either (i) a representation letter, in the form of
      Exhibit J-1 to the Agreement, stating that the transferee is not an employee
      benefit or other plan subject to the prohibited transaction restrictions or
      the
      fiduciary responsibility requirements of ERISA or Section 4975 of the Code
      (“Plan”), any person acting, directly or indirectly, on behalf of any such plan
      or any person using the “plan assets,” within the meaning of the Department of
      Labor regulations at 29 C.F.R. §2510.3-101, to effect such acquisition
      (collectively, a “Plan Investor”) or (ii) if such transferee is a Plan
      Investor, an opinion of counsel acceptable to and in form and substance
      satisfactory to the Depositor, the Owner Trustee, the Servicer and the
      Certificate Registrar to the effect that the purchase or holding of this
      Certificate is permissible under applicable law, will not constitute or result
      in a prohibited transaction under Section 406 of ERISA or Section 4975 of the
      Code (or comparable provisions of any subsequent enactments) and will not
      subject the Depositor, the Owner Trustee, the Servicer or the Certificate
      Registrar to any obligation or liability in addition to those undertaken in
      the
      Agreement.

     

    This
      Certificate is one of a duly authorized Certificate designated as Home Equity
      Mortgage Trust 2006-2, Asset-Backed Certificates, Class G, of the Series
      specified hereon. All terms used in this Certificate which are defined in the
      Agreement shall have the meanings assigned to them in the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Certificate Distribution Account
      that
      have been released from the Lien of the Indenture for payment hereunder and
      that
      neither the Owner Trustee in its individual capacity nor the Depositor is
      personally liable to the Certificateholders for any amount payable under this
      Certificate or the Agreement or, except as expressly provided in the Agreement,
      subject to any liability under the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, covenants and agrees
      that such Certificateholder will not, prior to the day one year and one day
      after the date this Trust Agreement terminates, institute against the Depositor
      or the Trust, or join in any institution against the Depositor or the Trust
      of,
      any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings, or other proceedings under any United States federal or state
      bankruptcy or similar law in connection with any obligations relating to the
      Certificates, the Notes, the Agreement or any of the Basic
      Documents.

     

    The
      Agreement permits the amendment thereof as specified below, provided that any
      amendment be accompanied by an Opinion of Counsel to the Owner Trustee to the
      effect that such amendment complies with the provisions of the Agreement and
      will not cause the Trust to be subject to an entity level tax. If the purpose
      of
      the amendment is to correct any mistake, eliminate any inconsistency, cure
      any
      ambiguity or deal with any matter not covered, it shall not be necessary to
      obtain the consent of any Securityholder, but the Owner Trustee shall be
      furnished with a letter from the Rating Agencies that the amendment will not
      result in the downgrading or withdrawal of the rating then assigned to any
      of
      the Notes. If the purpose of the amendment is to prevent the imposition of
      any
      federal or state taxes at any time that any Security is outstanding, it shall
      not be necessary to obtain the consent of any Securityholder, but the Owner
      Trustee shall be furnished with an Opinion of Counsel that such amendment is
      necessary or helpful to prevent the imposition of such taxes and is not
      materially adverse to any Securityholder. If the purpose of the amendment is
      to
      add or eliminate or change any provision of the Agreement, other than as
      specified in the preceding two sentences, the amendment shall require either
      (a)
      a letter from the Rating Agencies that the amendment will not result in the
      downgrading or withdrawal of the rating then assigned to any of the Notes or
      (b)
      the consent of the Certificateholders and the Indenture Trustee; provided,
      however, that no such amendment shall (i) reduce in any manner the amount of,
      or
      delay the time of, payments received that are required to be distributed on
      the
      Certificates without the consent of the Certificateholders, or (ii) reduce
      the aforesaid Certificate Percentage Interest required to consent to any such
      amendment without the consent of 100% of the Certificate Percentage
      Interest.

     

    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 of the Certificate Registrar maintained in the City of and State of
      New
      York, accompanied by a written instrument of transfer in form satisfactory
      to
      the Certificate Registrar duly executed by the registered holder of this
      Certificate or the such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of authorized denominations evidencing
      the same aggregate Certificate Percentage Interest will be issued to the
      designated transferee. The initial Certificate Registrar appointed under the
      Agreement is the Indenture Trustee.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Owner Trustee or the Certificate Registrar may require payment of a
      sum
      sufficient to cover any tax or governmental charge payable in connection
      therewith.

     

    The
      Owner
      Trustee, the Certificate Paying Agent, the Certificate Registrar and any agent
      of the Owner Trustee, the Certificate Paying Agent, or the Certificate Registrar
      may treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Owner Trustee, the Certificate Paying
      Agent, the Certificate Registrar or any such agent shall be affected by any
      notice to the contrary.

     

    This
      Certificate shall be governed by and construed in accordance with the laws
      of
      the State of Delaware.

     

    The
      obligations created by the Agreement in respect of the Certificates and the
      Trust created thereby shall terminate upon the earlier of (i) the final
      distribution of all moneys or other property or proceeds of the Trust Estate
      in
      accordance with the terms of the Indenture and the Agreement or (ii) the Final
      Maturity Date.

     

    Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of the Owner Trustee, or an authenticating agent 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 Owner Trustee, on behalf of the Trust and not in its
      individual capacity, has caused this Certificate to be duly
      executed.

     

    HOME
      EQUITY MORTGAGE TRUST 2006-2

     

    
      	 	
              By

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee

            


    

     

    
       

      
        	Dated:
                April 28, 2006 	 	
                Authorized
                  Signatory

              


      

       

       

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class G Certificates referred to in the within mentioned
      Agreement.

     

    WILMINGTON
      TRUST COMPANY,

    not
      in
      its individual capacity but solely as Owner Trustee

    


    By:
      ______________________    

    Authorized
      Signatory

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR

     

    OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

     

    
      
        	 
	
                (Please
                  print or type name and address, including postal zip code, of
                  assignee)

              
	 
	
                the
                  within Certificate, and all rights thereunder, hereby irrevocably
                  constituting and appointing

              
	 
	
                to
                  transfer said Certificate on the books of the
                  Certificate Registrar, with full power of substitution in the
                  premises

              


      

       

      Dated:

       

      
        	 	 	*/	 
	 	 	 	 


      

       

      
        	 	 	 	
                */

              


      

    

     

    _____

    */
      NOTICE: The signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within Certificate in every
      particular, without alteration, enlargement or any change whatever. Such
      signature must be guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Certificate Registrar, which requirements include membership
      or participation in STAMP or such other “signature guarantee program” as may be
      determined by the Certificate Registrar in addition to, or in substitution
      for,
      STAMP, all in accordance with the Securities Exchange Act of 1934, as
      amended.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for the information of the Certificate
      Paying Agent:

     

    
      
        	
                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

              	 
	 
	 


      

       

      
        	 	 	 	 	 
	
                Signature
                  of assignee or agent

                (for
                  authorization of wire

                transfer
                  only)