Unassociated Document


    HOME
      EQUITY MORTGAGE TRUST 2006-2

     

    Issuer

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION

     

    Indenture
      Trustee

     

    INDENTURE

     

    Dated
      as
      of April 28, 2006

     

    _________________________________________________________

     

    ASSET-BACKED
      NOTES, SERIES 2006-2

     

    _________________________________________________________

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


     

    ARTICLE
      I

     

    DEFINITIONS

     

    
      	
              Section
                1.01

            	
              Definitions

            	 


    

    
      	
              Section
                1.02

            	
              Incorporation
                by Reference of Trust Indenture Act

            	 


    

    
      	
              Section
                1.03

            	
              Rules
                of Construction

            	 


    

    
      	
              Section
                1.04

            	
              Calculations
                of Interest

            	 


    

     

    ARTICLE
      II

     

    ORIGINAL
      ISSUANCE OF NOTES

     

    
      	
              Section
                2.01

            	
              Form

            	 


    

    
      	
              Section
                2.02

            	
              Execution,
                Authentication and Delivery

            	 


    

    
      	
              Section
                2.03

            	
              Acceptance
                of the Swap Agreement by Indenture Trustee

            	 


    

    
      	
              Section
                2.04

            	
              Conveyance
                of Subsequent Loans.

            	 


    

    
      	
              Section
                2.05

            	
              Conveyance
                of REMIC Regular Interests and Acceptance of REMIC IA, REMIC IB,
                REMIC IC,
                REMIC ID, REMIC IIA, REMIC IIB and REMIC IIC by the Indenture Trustee;
                Issuance of Notes.

            	 


    

     

    ARTICLE
      III

     

    COVENANTS

     

    
      	
              Section
                3.01

            	
              Collection
                of Payments with Respect to Loans

            	 


    

    
      	
              Section
                3.02

            	
              Maintenance
                of Office or Agency

            	 


    

    
      	
              Section
                3.03

            	
              Money
                for Payments To Be Held in Trust; Paying Agent.

            	 


    

    
      	
              Section
                3.04

            	
              Existence

            	 


    

    
      	
              Section
                3.05

            	
              Payment
                of Principal and Interest; Defaulted Interest.

            	 


    

    
      	
              Section
                3.06

            	
              Protection
                of Trust Estate.

            	 


    

    
      	
              Section
                3.07

            	
              Opinions
                as to Trust Estate.

            	 


    

    
      	
              Section
                3.08

            	
              Performance
                of Obligations; Servicing Agreement.

            	 


    

    
      	
              Section
                3.09

            	
              Negative
                Covenants

            	 


    

    
      	
              Section
                3.10

            	
              Annual
                Statement as to Compliance

            	 


    

    
      	
              Section
                3.11

            	
              Representations
                and Warranties Concerning the Loans

            	 


    

    
      	
              Section
                3.12

            	
              Assignee
                of Record of the Loans

            	 


    

    
      	
              Section
                3.13

            	
              Investment
                Company

            	 


    

    
      	
              Section
                3.14

            	
              Servicer
                as Agent and Bailee of the Indenture Trustee

            	 


    

    
      	
              Section
                3.15

            	
              Issuer
                May Consolidate, etc.

            	 


    

    
      	
              Section
                3.16

            	
              Successor
                or Transferee.

            	 


    

    
      	
              Section
                3.17

            	
              No
                Other Business

            	 


    

    
      	
              Section
                3.18

            	
              No
                Borrowing

            	 


    

    
      	
              Section
                3.19

            	
              Guarantees,
                Loans, Advances and Other Liabilities

            	 


    

    
      	
              Section
                3.20

            	
              Capital
                Expenditures

            	 


    

    
      	
              Section
                3.21

            	
              Owner
                Trustee Not Liable for Certificates or Related Documents

            	 


    

    
      	
              Section
                3.22

            	
              Restricted
                Payments

            	 


    

    
      	
              Section
                3.23

            	
              Notice
                of Events of Default

            	 


    

    
      	
              Section
                3.24

            	
              Further
                Instruments and Acts

            	 


    

    
      	
              Section
                3.25

            	
              Statements
                to Noteholders

            	 


    

    
      	
              Section
                3.26

            	
              Allocation
                of Realized Losses

            	 


    

    
      	
              Section
                3.27

            	
              Determination
                of the LIBOR Rate

            	 


    

    
      	
              Section
                3.28

            	
              Liquidation
                on Final Maturity Date

            	 


    

    
      	
              Section
                3.29

            	
              No
                Recourse

            	 


    

    
      	
              Section
                3.30

            	
              Additional
                Representations

            	 


    

    
      	
              Section
                3.31

            	
              The
                Swap Agreement.

            	 


    

    
      	
              Section
                3.32

            	
              Basis
                Risk Reserve Funds.

            	 


    

    
      	
              Section
                3.33

            	
              Pre-Funding
                Accounts and Capitalized Interest Account.

            	 


    

    
      	
              Section
                3.34

            	
              Payments
                Under the Policy

            	 


    

    
      	
              Section
                3.35

            	
              Suspension
                of Rights During Insurer Default

            	 


    

     

    ARTICLE
      IV

     

    THE
      NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     

    
      	
              Section
                4.01

            	
              The
                Notes

            	 


    

    
      	
              Section
                4.02

            	
              Registration
                of and Limitations on Transfer and Exchange of Notes; Appointment
                of
                Certificate Registrar

            	 


    

    
      	
              Section
                4.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Notes

            	 


    

    
      	
              Section
                4.04

            	
              Persons
                Deemed Owners

            	 


    

    
      	
              Section
                4.05

            	
              Cancellation

            	 


    

    
      	
              Section
                4.06

            	
              Book-Entry
                Notes

            	 


    

    
      	
              Section
                4.07

            	
              Notices
                to Depository

            	 


    

    
      	
              Section
                4.08

            	
              Definitive
                Notes

            	 


    

    
      	
              Section
                4.09

            	
              Tax
                Treatment

            	 


    

    
      	
              Section
                4.10

            	
              Satisfaction
                and Discharge of Indenture

            	 


    

    
      	
              Section
                4.11

            	
              Application
                of Trust Money

            	 


    

    
      	
              Section
                4.12

            	
              Repayment
                of Monies Held by Paying Agent

            	 


    

    
      	
              Section
                4.13

            	
              Temporary
                Notes

            	 


    

    
      	
              Section
                4.14

            	
              Subrogation
                and Cooperation

            	 


    

     

    ARTICLE
      V

     

    DEFAULT
      AND REMEDIES

     

    
      	
              Section
                5.01

            	
              Events
                of Default.

            	 


    

    
      	
              Section
                5.02

            	
              Acceleration
                of Maturity; Rescission and Annulment

            	 


    

    
      	
              Section
                5.03

            	
              Collection
                of Indebtedness and Suits for Enforcement by Indenture
                Trustee.

            	 


    

    
      	
              Section
                5.04

            	
              Remedies;
                Priorities.

            	 


    

    
      	
              Section
                5.05

            	
              Optional
                Preservation of the Trust Estate

            	 


    

    
      	
              Section
                5.06

            	
              Limitation
                of Suits

            	 


    

    
      	
              Section
                5.07

            	
              Unconditional
                Rights of Noteholders to Receive Principal and Interest

            	 


    

    
      	
              Section
                5.08

            	
              Restoration
                of Rights and Remedies

            	 


    

    
      	
              Section
                5.09

            	
              Rights
                and Remedies Cumulative

            	 


    

    
      	
              Section
                5.10

            	
              Delay
                or Omission Not a Waiver

            	 


    

    
      	
              Section
                5.11

            	
              Control
                by Noteholders

            	 


    

    
      	
              Section
                5.12

            	
              Waiver
                of Past Defaults

            	 


    

    
      	
              Section
                5.13

            	
              Undertaking
                for Costs

            	 


    

    
      	
              Section
                5.14

            	
              Waiver
                of Stay or Extension Laws

            	 


    

    
      	
              Section
                5.15

            	
              Sale
                of Trust Estate.

            	 


    

    
      	
              Section
                5.16

            	
              Action
                on Notes

            	 


    

     

    ARTICLE
      VI

     

    THE
      INDENTURE TRUSTEE

     

    
      	
              Section
                6.01

            	
              Duties
                of Indenture Trustee.

            	 


    

    
      	
              Section
                6.02

            	
              Rights
                of Indenture Trustee.

            	 


    

    
      	
              Section
                6.03

            	
              Individual
                Rights of The Indenture Trustee

            	 


    

    
      	
              Section
                6.04

            	
              Indenture
                Trustee’s Disclaimer

            	 


    

    
      	
              Section
                6.05

            	
              Notice
                of Event of Default

            	 


    

    
      	
              Section
                6.06

            	
              Reports
                by Indenture Trustee to Holders

            	 


    

    
      	
              Section
                6.07

            	
              Compensation
                and Indemnity

            	 


    

    
      	
              Section
                6.08

            	
              Replacement
                of Indenture Trustee

            	 


    

    
      	
              Section
                6.09

            	
              Successor
                Indenture Trustee by Merger

            	 


    

    
      	
              Section
                6.10

            	
              Appointment
                of Co-Indenture Trustee or Separate Indenture Trustee.

            	 


    

    
      	
              Section
                6.11

            	
              Eligibility;
                Disqualification

            	 


    

    
      	
              Section
                6.12

            	
              Preferential
                Collection of Claims Against Issuer

            	 


    

    
      	
              Section
                6.13

            	
              Representations
                and Warranties. The Indenture Trustee hereby represents
                that:

            	 


    

    
      	
              Section
                6.14

            	
              Directions
                to Indenture Trustee

            	 


    

    
      	
              Section
                6.15

            	
              Compliance with Withholding-Requirements

            	 


    

    
      	
              Section
                6.16

            	
              Commission
                Reporting.

            	 


    

    
      	
              Section
                6.17

            	
              Assessments
                of Compliance and Attestation Reports

            	 


    

     

    ARTICLE
      VII

     

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    
      	
              Section
                7.01

            	
              Issuer
                To Furnish Indenture Trustee Names and Addresses of
                Noteholders

            	 


    

    
      	
              Section
                7.02

            	
              Preservation
                of Information; Communications to Noteholders.

            	 


    

    
      	
              Section
                7.03

            	
              Reports
                by Issuer.

            	 


    

    
      	
              Section
                7.04

            	
              Reports
                by Indenture Trustee

            	 


    

     

    ARTICLE
      VIII

     

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    
      	
              Section
                8.01

            	
              Collection
                of Money

            	 


    

    
      	
              Section
                8.02

            	
              Trust
                Accounts.

            	 


    

    
      	
              Section
                8.03

            	
              Officer’s
                Certificate

            	 


    

    
      	
              Section
                8.04

            	
              Termination
                Upon Payment to Noteholders

            	 


    

    
      	
              Section
                8.05

            	
              Release
                of Trust Estate.

            	 


    

    
      	
              Section
                8.06

            	
              Surrender
                of Notes Upon Final Payment

            	 


    

     

    ARTICLE
      IX

     

    SUPPLEMENTAL
      INDENTURES

     

    
      	
              Section
                9.01

            	
              Supplemental
                Indentures Without Consent of Noteholders.

            	 


    

    
      	
              Section
                9.02

            	
              Supplemental
                Indentures With Consent of Noteholders

            	 


    

    
      	
              Section
                9.03

            	
              Execution
                of Supplemental Indentures

            	 


    

    
      	
              Section
                9.04

            	
              Effect
                of Supplemental Indenture

            	 


    

    
      	
              Section
                9.05

            	
              Conformity
                with Trust Indenture Act

            	 


    

    
      	
              Section
                9.06

            	
              Reference
                in Notes to Supplemental Indentures

            	 


    

    
      	
              Section
                9.07

            	
              Supplemental
                Indentures Affecting the Servicers

            	 


    

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

    
      	
              Section
                10.01

            	
              Compliance
                Certificates and Opinions, etc.

            	 


    

    
      	
              Section
                10.02

            	
              Form
                of Documents Delivered to Indenture Trustee

            	 


    

    
      	
              Section
                10.03

            	
              Acts
                of Noteholders.

            	 


    

    
      	
              Section
                10.04

            	
              Notices,
                etc., to Indenture Trustee, Issuer, Insurer and Rating
                Agencies.

            	 


    

    
      	
              Section
                10.05

            	
              Notices
                to Noteholders; Waiver

            	 


    

    
      	
              Section
                10.06

            	
              Alternate
                Payment and Notice Provisions

            	 


    

    
      	
              Section
                10.07

            	
              Conflict
                with Trust Indenture Act

            	 


    

    
      	
              Section
                10.08

            	
              Effect
                of Headings

            	 


    

    
      	
              Section
                10.09

            	
              Successors
                and Assigns

            	 


    

    
      	
              Section
                10.10

            	
              Separability

            	 


    

    
      	
              Section
                10.11

            	
              Benefits
                of Indenture

            	 


    

    
      	
              Section
                10.12

            	
              Legal
                Holidays

            	 


    

    
      	
              Section
                10.13

            	
              GOVERNING
                LAW

            	 


    

    
      	
              Section
                10.14

            	
              Counterparts

            	 


    

    
      	
              Section
                10.15

            	
              Recording
                of Indenture

            	 


    

    
      	
              Section
                10.16

            	
              Issuer
                Obligation

            	 


    

    
      	
              Section
                10.17

            	
              No
                Petition

            	 


    

    
      	
              Section
                10.18

            	
              Optional
                Termination.

            	 


    

    
      	
              Section
                10.19

            	
              Inspection

            	 


    

    
      	
              Section
                10.20

            	
              Limitation
                of Liability of Owner Trustee

            	 


    

    
      	
              Section
                10.21

            	
              Determination
                of the Terminating Entity.

            	 


    

    
      	
              Section
                10.22

            	
              Additional
                Termination Requirements.

            	 


    

    
      	
              Section
                10.23

            	
              Third
                Party Beneficiary

            	 


    

     

    ARTICLE
      XI

     

    REMIC
      PROVISIONS

     

    
      	
              Section
                11.01

            	
              REMIC
                Provisions.

            	 


    

    
      	
              Section
                11.02

            	
              Distributions
                on the REMIC IA Regular Interests, the REMIC IB Regular Interests,
                the
                REMIC IC Regular Interests, the REMIC ID Regular Interests, the REMIC
                IIA
                Regular Interests, the REMIC IIB Regular Interests and the REMIC
                IIC
                Regular Interests.

            	 


    

     

    ARTICLE
      XII

     

    CERTAIN
      MATTERS REGARDING THE INSURER

     

    
      	
              Section
                12.01

            	
              Rights
                of the Insurer to Exercise the Rights of the Class 2A-1
                Notes

            	 


    

    
      	
              Section
                12.02

            	
              Claims
                Upon the Policy; Insurance Account.

            	 


    

    
      	
              Section
                12.03

            	
              Effect
                of Payments by the Insurer; Subrogation

            	 


    

    
      	
              Section
                12.04

            	
              Notices
                and Information to the Insurer

            	 


    

     

    
 

    EXHIBITS

     

    
      	
              EXHIBIT
                A-1

            	
              FORM
                OF CLASS A NOTES

            


    

    
      	
              EXHIBIT
                A-2

            	
              FORM
                OF CLASS M NOTES

            


    

    
      	
              EXHIBIT
                A-3

            	
              FORM
                OF CLASS B NOTES

            


    

    
      	
              EXHIBIT
                B

            	
              FORM
                OF DEPOSITOR CERTIFICATION

            


    

    
      	
              EXHIBIT
                C

            	
              FORM
                OF INDENTURE TRUSTEE CERTIFICATION

            


    

    
      	
              EXHIBIT
                D

            	
              FORM
                OF INVESTOR REPRESENTATION LETTER

            


    

    
      	
              EXHIBIT
                E

            	
              FORM
                OF TRANSFEREE REPRESENTATION LETTER

            


    

    
      	
              EXHIBIT
                F

            	
              FORM
                OF RULE 144A INVESTMENT
                REPRESENTATION

            


    

    
      	
              EXHIBIT
                G

            	
              FORM
                OF CONFIRMATION TO THE SWAP
                AGREEMENT

            


    

    
      	
              EXHIBIT
                H

            	
              [RESERVED]

            


    

    
      	
              EXHIBIT
                I

            	
              [RESERVED]

            


    

    
      	
              EXHIBIT
                J

            	
              FORM
                OF ISDA MASTER AGREEMENT

            


    

    
      	
              EXHIBIT
                K

            	
              FORM
                10-D, FORM 8-K AND FORM 10-K REPORTING
                RESPONSIBILITY

            


    

    
      	
              EXHIBIT
                L

            	
              SERVICING
                CRITERIA TO BE ADDRESSED IN ASSESSMENT OF
                COMPLIANCE

            


    

    
      	
              EXHIBIT
                M

            	
              FORM
                OF POLICY

            


    

    
      	
              EXHIBIT
                N

            	
              FORM
                OF MONTHLY STATEMENT TO CERTIFICATEHOLDERS AND
                NOTEHOLDERS

            


    

     

    
      	
              APPENDIX
                A 

            	
              DEFINITIONS

            


    

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    This
      Indenture, dated as of April 28, 2006, between Home Equity Mortgage Trust
      2006-2, a Delaware statutory trust, as Issuer (the “Issuer”) and U.S. Bank
      National Association, a national banking association organized under the laws
      of
      the United States, and any successor thereto, as Indenture Trustee (the
“Indenture Trustee”).

     

    WITNESSETH
      THAT:

     

    Each
      party hereto agrees as follows for the benefit of the other party and for the
      equal and ratable benefit of the Insurer, with regard to the Group 2 Notes,
      and
      the Holders of the Issuer’s Asset-Backed Notes, Series 2006-2, Class 1A-1, Class
      1A-2, Class 1A-3, Class 2A-1, Class 1M-1, Class 1M-2, Class 1M-3, Class 1M-3,
      Class 1M-4, Class 1M-5, Class 1M-6, Class 1M-7, Class 1M-8, Class 1M-9, Class
      2M-1, Class 2M-2, Class 1B-1 and Class 1B-2 Notes (collectively, the
“Notes”).

     

    GRANTING
      CLAUSE

     

    The
      Issuer hereby Grants to the Indenture Trustee, all of the Issuer’s right, title
      and interest, whether now owned or hereafter acquired, in, to, and under the
      following: (a) the Initial Loans and any Additional Balances arising thereafter,
      and all monies due or to become due thereunder; (b) the Payment Account, Basis
      Risk Reserve Funds, Pre-Funding Accounts and Capitalized Interest Accounts
      and
      all funds on deposit or credited thereto from time to time and all proceeds
      thereof; (c) all hazard insurance policies; (d) all present and future claims,
      demands, causes and choses in action in respect of any or all of the foregoing
      and all payments on or under, and all proceeds of every kind and nature
      whatsoever in respect of, any or all of the foregoing and all payments on or
      under, and all proceeds of every kind and nature whatsoever in the conversion
      thereof, voluntary or involuntary, into cash or other liquid property, all
      cash
      proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks,
      deposit accounts, rights to payment of any and every kind, and other forms
      of
      obligations and receivables, instruments and other property which at any time
      constitute all or part of or are included in the proceeds of any of the
      foregoing; (e) 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; (f) the rights with respect
      to the Swap Agreement and the Swap Account and (g) all proceeds of the
      foregoing (collectively, the “Trust Estate” or the “Collateral”). Excluded
      Amounts shall not be transferred to the Trust Estate. The foregoing Grant is
      made in trust to secure the payment of principal of and interest on, and any
      other amounts owing in respect of, the Notes, equally and ratably without
      prejudice, priority or distinction, and to secure compliance with the provisions
      of this Indenture, all as provided in this Indenture.

     

    The
      Indenture Trustee acknowledges such Grant, accepts the trust under this
      Indenture in accordance with the provisions hereof and agrees to perform its
      duties as Indenture Trustee as required herein.

     

    PRELIMINARY
      STATEMENT

     

    The
      Notes
      will consist of seventeen classes of notes, designated as (i) the Class 1A-1
      Notes, (ii) the Class 1A-2 Notes, (iii) the Class 1A-3 Notes, (iv) the Class
      2A-1 Notes, (v) the Class 1M-1 Notes, (vi) the Class 1M-2 Notes, (vii) the
      Class
      1M-3 Notes, (viii) the Class 1M-4 Notes, (ix) the Class 1M-5 Notes, (x) the
      Class 1M-6 Notes, (xi) the Class 1M-7 Notes, (xii) the Class 1M-8 Notes, (xiii)
      the Class 1M-9 Notes, (xiv) the Class 2M-1 Notes, (xv) the Class 2M-2, (xvi)
      the
      Class 1B-1 Notes and (xvii) the Class 1B-2 Notes.

     

    REMIC
      IA

     

    As
      provided herein, the REMIC Administrator will make an election to treat the
      segregated pool of assets consisting of Loan Group 1 and certain other related
      assets subject to this Agreement (exclusive of the Swap Account, the related
      Basis Risk Reserve Fund, the related Pre-Funding Account, the related
      Capitalized Interest Account, and the related Subsequent Loan Interest) as
      a
      real estate mortgage investment conduit (a “REMIC”) for federal income tax
      purposes, and such segregated pool of assets will be designated as “REMIC IA.”
The Class 1A-R Certificates (with respect to the Class R-IA Interest) will
      represent the sole class of “residual interests” in REMIC IA for purposes of the
      REMIC Provisions under federal income tax law. The following table irrevocably
      sets forth the designation, the Uncertificated REMIC IA Pass-Through Rate and
      the initial Uncertificated Principal Balance for each of the “regular interests”
in REMIC IA (the “REMIC IA Regular Interests”). The latest possible maturity
      date (determined for purposes of satisfying Treasury regulation Section
      1.860G-1(a)(4)(iii)) of each of the REMIC IA Regular Interests will be the
      Latest Possible Maturity Date as defined herein. 

     

    
      	
              Designation

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            	
              Initial
                Uncertificated Principal Balance

            
	
              LTIA-1

            	
              Variable(1)

            	
              $
                329,712,628.23

            
	
              LTIA-PF

            	
              Variable(1)

            	
              $  
                20,287,571.77

            
	
              LTIA-S1

            	
              Variable(1)

            	
              (2)

            
	
              LTIA-S2

            	
              Variable(1)

            	
              (2)

            


    

    ___________________

    
      	(1)  	
              Calculated
                as provided in the definition of Uncertificated REMIC IA Pass-Through
                Rate.

            


    

     

    
      	(2)  	
              REMIC
                IA Regular Interest LTIA-S1 and REMIC IA Regular Interest LTIA-S2
                will not
                have an Uncertificated Principal Balance but will accrue interest
                on an
                uncertificated notional amount calculated in accordance with the
                definition of “Uncertificated Notional Amount”
                herein.

            


    

     

    REMIC
      IB

     

    As
      provided herein, an election will be made to treat the segregated pool of assets
      consisting of the REMIC IA Regular Interests as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as REMIC IB.
      The
      Class 1A-R Certificates (with respect to the Class R-IB Interest) will represent
      the sole class of “residual interests” in REMIC IB for purposes of the REMIC
      Provisions under federal income tax law. The following table irrevocably sets
      forth the designation, Uncertificated REMIC IB Pass-Through Rate and initial
      Uncertificated Principal Balance for each of the “regular interests” in REMIC IB
      (the “REMIC IB Regular Interests”). The latest possible maturity date
      (determined for purposes of satisfying Treasury regulation Section
      1.860G-1(a)(4)(iii)) of each of the REMIC IB Regular Interests will be the
      Latest Possible Maturity Date as defined herein.

     

    
      	
              Designation

            	
              Uncertificated
                REMIC IB Pass-Through Rate

            	
              Initial
                Uncertificated Principal Balance

            
	
              LTIB-1-A

            	
              Variable(1)

            	
              $    
                57,635,000.00

            
	
              LTIB-1-B

            	
              Variable(1)

            	
              $   
                57,635,000.00

            
	
              LTIB-1A-1

            	
              Variable(1)

            	
              $ 
                205,670,000.00

            
	
              LTIB-1A-2

            	
              Variable(1)

            	
              $   
                25,700,000.00

            
	
              LTIB-1A-R

            	
              Variable(1)

            	
              $              
                100.00

            
	
              LTIB-1P

            	
              Variable(1)

            	
              $              
                100.00

            
	
              LTIB-1X-1

            	
              Variable(1)

            	
              $    
                3,360,000.00

            
	
              LTIB-S

            	
              (2)

            	
              (3)

            


    

    ___________________

    
      	(1)  	
              Calculated
                as provided in the definition of Uncertificated REMIC IB Pass-Through
                Rate.

            


    

     

    
      	(2)  	
              REMIC
                IB Regular Interest LTIB-S will not have an Uncertificated REMIC
                IB
                Pass-Through Rate, but will be entitled to 100% of the amounts distributed
                on REMIC IA Regular Interest LTIA-S1 and REMIC IA Regular Interest
                LTIA-S2.

            


    

     

    
      	(3)  	
              REMIC
                IB Regular Interest LTIB-S will not have an Uncertificated Principal
                Balance, but will have an Uncertificated Notional Amount equal to
                the
                Uncertificated Notional Amount of REMIC IA Regular Interest LTIA-S1
                and
                REMIC IA Regular Interest LTIA-S2.

            


    

     

    REMIC
      IC

     

    As
      provided herein, an election will be made to treat the segregated pool of assets
      consisting of the REMIC IB Regular Interests as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as REMIC IC.
      The
      Class 1A-R Certificates (with respect to the Class R-IC Interest) will represent
      the sole class of “residual interests” in REMIC IC for purposes of the REMIC
      Provisions under federal income tax law. The following table irrevocably sets
      forth the designation, Uncertificated REMIC IC Pass-Through Rate and initial
      Uncertificated Principal Balance for each of the “regular interests” in REMIC IC
      (the “REMIC IC Regular Interests”). The latest possible maturity date
      (determined for purposes of satisfying Treasury regulation Section
      1.860G-1(a)(4)(iii)) of each of the REMIC IC Regular Interests will be the
      Latest Possible Maturity Date as defined herein. 

     

    
      	
              Designation

            	
              Uncertificated
                REMIC IC Pass-Through Rate

            	
              Initial
                Uncertificated Principal Balance

            
	
              LTIC-1AA

            	
              Variable(1)

            	
              $
                343,000,000.00

            
	
              LTIC-1A-1

            	
              Variable(1)

            	
              $    
                2,056,700.00

            
	
              LTIC-1A-2

            	
              Variable(1)

            	
              $       
                257,000.00

            
	
              LTIC-1A-3

            	
              Variable(1)

            	
              $        257,000.00

            
	
              LTIC-1M-1

            	
              Variable(1)

            	
              $      
                 157,500.00

            
	
              LTIC-1M-2

            	
              Variable(1)

            	
              $       
                182,000.00

            
	
              LTIC-1M-3

            	
              Variable(1)

            	
              $        
                 70,000.00

            
	
              LTIC-1M-4

            	
              Variable(1)

            	
              $         
                87,500.00

            
	
              LTIC-1M-5

            	
              Variable(1)

            	
              $        
                 73,500.00

            
	
              LTIC-1M-6

            	
              Variable(1)

            	
              $         
                56,000.00

            
	
              LTIC-1M-7

            	
              Variable(1)

            	
              $         
                64,700.00

            
	
              LTIC-1M-8

            	
              Variable(1)

            	
              $         
                49,000.00

            
	
              LTIC-1M-9

            	
              Variable(1)

            	
              $          45,500.00

            
	
              LTIC-1B-1

            	
              Variable(1)

            	
              $         
                70,000.00

            
	
              LTIC-1B-2

            	
              Variable(1)

            	
              $         
                40,000.00

            
	
              LTIC-1ZZ

            	
              Variable(1)

            	
              $    
                3,533,600.00

            
	
              LTIC-1P

            	
              Variable(1)

            	
              $              
                100.00

            
	
              LTIC-1R

            	
              Variable(1)

            	
              $              
                100.00

            
	
              LTIC-1S

            	
              (2)

            	
              (3)

            
	
              LTIC-1IO

            	
              (1)

            	
              (4)

            


    

    ___________________

    
      	(1)  	
              Calculated
                as provided in the definition of Uncertificated REMIC IC Pass-Through
                Rate.

            


    

     

    
      	(2)  	
              REMIC
                IC Regular Interest LTIC-1S will not have an Uncertificated REMIC
                IC
                Pass-Through Rate, but will be entitled to 100% of the amounts distributed
                on REMIC IB Regular Interest
                LTIB-S.

            


    

     

    
      	(3)  	
              REMIC
                IC Regular Interest LTIC-1S will not have an Uncertificated Principal
                Balance, but will have an Uncertificated Notional Amount equal to
                the
                Uncertificated Notional Amount of REMIC IB Regular Interest
                LTIB-S.

            


    

     

    
      	(4)  	
              REMIC
                IC Regular Interest LTIC-1IO will not have an Uncertificated Principal
                Balance, but will accrue interest on its uncertificated notional
                amount
                calculated in accordance with the definition of Uncertificated Notional
                Amount herein. REMIC IC Regular Interest LTIC-1IO will be held as
                an asset
                of the Swap Account.

            


    

     

    REMIC
      ID

     

    As
      provided herein, an election will be made to treat the segregated pool of assets
      consisting of the REMIC IC Regular Interests as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as REMIC ID.
      The
      Class 1A-R Certificates (with respect to the Class R-ID Interest) will represent
      the sole class of “residual interests” in REMIC ID for purposes of the REMIC
      Provisions under federal income tax law. The following table irrevocably sets
      forth the designation, Note Interest Rate, aggregate Initial Note Balance or
      Initial Certificate Balance and minimum denominations for each Class of Notes
      and the Class 1P, Class 1X-1 and Class 1X-S Certificates comprising the
      interests representing “regular interests” in REMIC ID, and the Class 1A-R
      Certificates and Class 1X-2 Certificates which are not “regular interests” in
      REMIC ID. The latest possible maturity date (determined for purposes of
      satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the
      Notes
      and Certificates will be the Latest Possible Maturity Date as defined
      herein.

     

    


    
      	 	
              Note
                Balance or Certificate Balance

            	
              Note
                Interest Rate

            	
              Minimum
                Denomination

            	
              Integral
                Multiples in Excess of Minimum

            
	
              Class
                1A-1

            	
              $
                205,670,000.00

            	
              5.3672%

            	
              $ 25,000

            	
              $1

            
	
              Class
                1A-2

            	
              $
                25,700,000.00

            	
              5.4100%

            	
              $ 25,000

            	
              $1

            
	
              Class
                1A-3

            	
              $
                25,700,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                1M-1

            	
              $
                15,750,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                1M-2

            	
              $
                18,200,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                1M-3

            	
              $
                7,000,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                1M-4

            	
              $
                8,750,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                1M-5

            	
              $
                7,350,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                1M-6

            	
              $
                5,600,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                1M-7

            	
              $
                6,470,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                1M-8

            	
              $
                4,900,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                1M-9

            	
              $
                4,550,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                1B-1

            	
              $
                7,000,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                1B-2

            	
              $
                4,000,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                1P

            	
              $          
                100.00

            	
              Variable(2)

            	
              $              
                100

            	
              N/A

            
	
              Class
                1A-R

            	
              $          
                100.00

            	
              Variable(2)

            	
              $    
                 100

            	
              N/A

            
	
              Class
                1X-1

            	
              $
                3,360,000.00

            	
              Variable(3)(4)

            	
              100%

            	
              N/A

            
	
              Class
                1X-S

            	
              $         0.00
                (5)

            	
              Variable(6)

            	
              100%

            	
              N/A

            
	
              Class
                1X-2

            	
              $              
                0.00

            	
              0.00%

            	
              N/A

            	
              N/A

            
	
              REMIC
                ID Regular Interest IO(7)

            	
              (8)

            	
              (9)

            	
              N/A

            	
              N/A

            


    

    ______________

    
      	
              (1)

            	
              The
                Class 1A-3, Class 1M-1, Class 1M-2, Class 1M-3, Class 1M-4, Class
                1M-5,
                Class 1M-6, Class 1M-7, Class 1M-8, Class 1M-9, Class 1B-1 and Class
                1B-2
                Notes have an adjustable rate and will receive interest pursuant
                to
                formulas based on LIBOR, subject to the related Net Funds
                Cap.

            


    

     

    
      	
              (2)

            	
              The
                Note Interest Rate on the Class 1P and Class 1A-R Certificates is
                equal to
                the related Net Funds Cap.

            


    

     

    
      	
              (3)

            	
              The
                Class 1X-1 Certificates will have an initial principal balance of
                $3,360,000.00 and will accrue interest on its notional amount. For
                any
                Payment Date, the notional amount of the Class 1X-1 Certificates
                will be
                equal to the related Aggregate Collateral Balance minus the aggregate
                Certificate Balance of the Class 1A-R Certificates and Class 1P
                Certificates immediately prior to such Payment Date. The initial
                notional
                amount of the Class 1X-1 Certificates is $350,000,000.00.
                

            


    

     

    
      	
              (4)

            	
              The
                Class 1X-1 Certificates are variable rate and will accrue interest
                on a
                related notional amount.

            


    

     

    
      	
              (5)

            	
              For
                federal income tax purposes, the Class 1X-S Certificates will not
                have a
                Principal Balance, but will have a notional amount equal to the
                Uncertificated Notional Amount of REMIC IC Regular Interest
                LTIC-1S.

            


    

     

    
      	
              (6)

            	
              The
                Class 1X-S Certificates are an interest only Class and for each Payment
                Date the Class 1X-S Certificates shall receive the aggregate Excess
                Servicing Fee. For federal income tax purposes, the Class 1X-S
                Certificates will not have a Pass-Through Rate, but will be entitled
                to
                100% of the amounts distributed on REMIC IC Regular Interest
                LTIC-1S.

            


    

     

    
      	
              (7)

            	
              REMIC
                ID Regular Interest IO will be held as an asset of the Swap Account.
                

            


    

     

    
      	
              (8)

            	
              REMIC
                ID Regular Interest IO will not have an Uncertificated Principal
                Balance,
                but will have a notional amount equal to the Uncertificated Notional
                Amount of the REMIC IC Regular Interest
                LTIC-1IO.

            


    

     

    
      	
              (9)

            	
              REMIC
                ID Regular Interest IO will not have a Pass-Through Rate, but will
                receive
                100% of amounts received in respect of the REMIC IC Regular Interest
                LTIC-1IO.

            


    

     

    REMIC
      IIA

     

    As
      provided herein, the REMIC Administrator will make an election to treat the
      segregated pool of assets consisting of Loan Group 2 and certain other related
      assets subject to this Agreement (exclusive of the related Basis Risk Reserve
      Fund, the related Pre-Funding Account, the related Capitalized Interest Account,
      and the related Subsequent Loan Interest) as a real estate mortgage investment
      conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of
      assets will be designated as “REMIC IIA.” The Class G Certificates will
      represent the sole class of “residual interests” in REMIC IIA for purposes of
      the REMIC Provisions under federal income tax law. The following table
      irrevocably sets forth the designation, the Uncertificated REMIC IIA
      Pass-Through Rate and the initial Uncertificated Principal Balance for each
      of
      the “regular interests” in REMIC IIA (the “REMIC IIA Regular Interests”). The
      latest possible maturity date (determined for purposes of satisfying Treasury
      regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC IIA Regular
      Interests will be the Latest Possible Maturity Date as defined herein.


     

    
      	
              Designation

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            	
              Initial
                Uncertificated Principal Balance

            
	
              LTIIA-1

            	
              Variable(1)

            	
              $
                209,102,310.87

            
	
              LTIIA-PF

            	
              Variable(1)

            	
              $  
                40,897,889.13

            


    

    ___________________

    
      	(1)  	
              Calculated
                as provided in the definition of Uncertificated REMIC IIA Pass-Through
                Rate.

            


    

     

    REMIC
      IIB

     

    As
      provided herein, an election will be made to treat the segregated pool of assets
      consisting of the REMIC IIA Regular Interests as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as REMIC IIB.
      The Class 2A-R Certificates (with respect to the Class R-IIB Interest) will
      represent the sole class of “residual interests” in REMIC IIB for purposes of
      the REMIC Provisions under federal income tax law. The following table
      irrevocably sets forth the designation, Uncertificated REMIC IIB Pass-Through
      Rate and initial Uncertificated Principal Balance for each of the “regular
      interests” in REMIC IIB (the “REMIC IIB Regular Interests”). The latest possible
      maturity date (determined for purposes of satisfying Treasury regulation Section
      1.860G-1(a)(4)(iii)) of each of the REMIC IIB Regular Interests will be the
      Latest Possible Maturity Date as defined herein.

     

    
      	
              Designation

            	
              Uncertificated
                REMIC IIC Pass-Through Rate

            	
              Initial
                Uncertificated Principal Balance

            
	
              LTIIB-2AA

            	
              Variable(1)

            	
              $
                245,000,000.00

            
	
              LTIIB-2A-1

            	
              Variable(1)

            	
              $   
                2,400,000.00

            
	
              LTIIB-2M-1

            	
              Variable(1)

            	
              $      
                  22,500.00

            
	
              LTIIB-2M-2

            	
              Variable(1)

            	
              $         25,000.00

            
	
              LTIIB-2ZZ

            	
              Variable(1)

            	
              $  
                 2,552,500.00

            
	
              LTIIB-2P

            	
              Variable(1)

            	
              $             
                100.00

            
	
              LTIIB-2R

            	
              Variable(1)

            	
              $             
                100.00

            


    

    ___________________

    
      	(1)  	
              Calculated
                as provided in the definition of Uncertificated REMIC IIC Pass-Through
                Rate.

            


    

     

    REMIC
      IIC

     

    As
      provided herein, an election will be made to treat the segregated pool of assets
      consisting of the REMIC IIB Regular Interests as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as REMIC IIC.
      The Class A-R Certificates (with respect to the Class R-IIC Interest) will
      represent the sole class of “residual interests” in REMIC IIC for purposes of
      the REMIC Provisions under federal income tax law. The following table
      irrevocably sets forth the designation, Note Interest Rate, aggregate Initial
      Note Balance or Initial Certificate Balance and minimum denominations for each
      Class of Notes and the Class 2P and Class 2X-1 Certificates comprising the
      interests representing “regular interests” in REMIC IIC, and the Class 2A-R
      Certificates, Class G Certificates and Class 2X-2 Certificates which are not
      “regular interests” in REMIC IIC. The latest possible maturity date (determined
      for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii))
      of
      each of the Notes and Certificates will be the Latest Possible Maturity Date
      as
      defined herein.

     

    


    
      	 	
              Note
                Balance or Certificate Balance

            	
              Note
                Interest Rate

            	
              Minimum
                Denomination

            	
              Integral
                Multiples in Excess of Minimum

            
	
              Class
                2A-1

            	
              $
                240,000,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                2M-1

            	
              $  
                  2,250,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                2M-2

            	
              $    
                2,500,000.00

            	
              Adjustable(1)

            	
              $ 25,000

            	
              $1

            
	
              Class
                2P

            	
              $   
                          
                100.00

            	
              Variable(2)

            	
              $          
                     100

            	
              N/A

            
	
              Class
                2A-R

            	
              $      
                        100.00

            	
              Variable(2)

            	
              $         
                      100

            	
              N/A

            
	
              Class
                G

            	
              $    
                             
                0.00

            	
              Adjustable(1)

            	
              100%

            	
              N/A

            
	
              Class
                2X-1

            	
              $   
                 5,250,000.00

            	
              Variable(3)(4)

            	
              100%

            	
              N/A

            
	
              Class
                2X-2

            	
              $                 
                 0.00

            	
              0.00%

            	
              N/A

            	
              N/A

            


    

    ______________

    
      	
              (1)

            	
              The
                Class 2A-1, Class 2M-1 and Class 2M-2 Notes and the Class G Certificates
                have an adjustable rate and will receive interest pursuant to formulas
                based on LIBOR, subject to the related Net Funds
                Cap.

            


    

     

    
      	
              (2)

            	
              The
                Note Interest Rate on the Class 2P Certificates and Class 2A-R
                Certificates is equal to the related Net Funds
                Cap.

            


    

     

    
      	
              (3)

            	
              The
                Class 2X-1 Certificates will have an initial principal balance of
                $5,250,000.00 and will accrue interest on its notional amount. For
                any
                Payment Date, the notional amount of the Class 2X-1 Certificates
                will be
                equal to the related Aggregate Collateral Balance minus the aggregate
                Certificate Balance of the Class 2A-R and Class 2P Certificates
                immediately prior to such Payment Date. The initial notional amount
                of the
                Class 2X-1 Certificates is
                $250,000,000.00.

            


    

     

    
      	
              (4)

            	
              The
                Class 2X-1 Certificates are variable rate and will accrue interest
                on a
                related notional amount.

            


    

     

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01  Definitions.
      For all
      purposes of this Indenture, 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 the Definitions
      attached hereto as Appendix A which is incorporated by reference herein. All
      other capitalized terms used herein shall have the meanings specified
      herein.

     

    Section
      1.02  Incorporation
      by Reference of Trust Indenture Act.
      Whenever this Indenture refers to a provision of the Trust Indenture Act (the
      “TIA”), the provision is incorporated by reference in and made a part of this
      Indenture. The following TIA terms used in this Indenture have the following
      meanings:

     

    “Commission”
      means the Securities and Exchange Commission.

     

    “indenture
      securities” means the Notes.

     

    “indenture
      security holder” means a Noteholder.

     

    “indenture
      to be qualified” means this Indenture.

     

    “indenture
      trustee” or “institutional trustee” means the Indenture Trustee.

     

    “obligor”
      on the indenture securities means the Issuer and any other obligor on the
      indenture securities.

     

    All
      other
      TIA terms used in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by Commission rule have the meaning
      assigned to them by such definitions.

     

    Section
      1.03  Rules
      of Construction.
      Unless
      the context otherwise requires:

     

    (i)  a
      term
      has the meaning assigned to it;

     

    (ii)  an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with generally accepted accounting principles as in effect from
      time
      to time;

     

    (iii)  “or”
      includes “and/or”;

     

    (iv)  “including”
      means including without limitation;

     

    (v)  words
      in
      the singular include the plural and words in the plural include the
      singular;

     

    (vi)  the
      term
“proceeds” has the meaning ascribed thereto in the UCC; and

     

    (vii)  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.

     

    Section
      1.04  Calculations
      of Interest.
      The
      calculation of the Indenture Trustee Fee, the Servicing Fee, the Credit Risk
      Manger Fee, the Insurer Premium and interest on the Class 1A-1 Notes, Class
      1A-2
      Notes, the Class 1P Certificates, Class 1A-R Certificates, Class 1X-S
      Certificates, Class 1X-1 Certificates, Class 2X-1 Certificates, Class 2P
      Certificates and Class 2A-R Certificates and the REMIC Regular Interests shall
      be made on the basis of a 360-day year consisting of twelve 30-day months.
      All
      calculations of interest on the Class 1A-3, Class 2A-1, Class 1M-1, Class 1M-2,
      Class 1M-3, Class 1M-3, Class 1M-4, Class 1M-5, Class 1M-6, Class 1M-7, Class
      1M-8, Class 1M-9, Class 2M-1, Class 2M-2, Class 1B-1 and Class 1B-2 Notes and
      Class G Certificates shall be made on the basis of the actual number of days
      in
      the Accrual Period and a year assumed to consist of 360 days. All dollar amounts
      calculated hereunder shall be rounded to the nearest penny with one-half of
      one
      penny being rounded up.

     

     

     

    ARTICLE
      II

     

    ORIGINAL
      ISSUANCE OF NOTES

     

    Section
      2.01  Form.
      The
      Notes, together with the Indenture Trustee’s certificate of authentication,
      shall be in substantially the form set forth in Exhibits A-1, A-2 and A-3 with
      such appropriate insertions, omissions, substitutions and other variations
      as
      are required or permitted by this Indenture and may have such letters, numbers
      or other marks of identification and such legends or endorsements placed thereon
      as may, consistently herewith, be determined by the officers executing such
      Notes, as evidenced by their execution of the Notes. Any portion of the text
      of
      any Note may be set forth on the reverse thereof, with an appropriate reference
      thereto on the face of the Note.

     

    The
      Notes
      shall be typewritten, printed, lithographed or engraved or produced by any
      combination of these methods (with or without steel engraved borders), all
      as
      determined by the Authorized Officers executing such Notes, as evidenced by
      their execution of such Notes.

     

    The
      terms
      of the Notes set forth in Exhibits A-1, A-2 and A-3 are part of the terms of
      this Indenture.

     

    Section
      2.02  Execution,
      Authentication and Delivery.
      The
      Notes shall be executed on behalf of the Issuer by any of its Authorized
      Officers. The signature of any such Authorized Officer on the Notes may be
      manual or facsimile.

     

    Notes
      bearing the manual or facsimile signature of individuals who were at any time
      Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that
      such individuals or any of them have ceased to hold such offices prior to the
      authentication and delivery of such Notes or did not hold such offices at the
      date of such Notes.

     

    The
      Indenture Trustee shall authenticate and deliver the Notes and Certificates
      for
      original issue in an aggregate initial principal amount of approximately
      $600,000,400.00, upon receipt of an Issuer Request containing instructions
      to do
      so.

     

    Each
      Class of Notes shall be dated the date of its authentication. The
      Book-Entry Notes shall be issuable in book entry format and shall be issuable
      in
      minimum Initial Note Balances of $25,000 and in integral multiples of $1 in
      excess thereof.

     

    No
      Note
      shall be entitled to any benefit under this Indenture or be valid or obligatory
      for any purpose, unless there appears on such Note a certificate of
      authentication substantially in the form provided for herein executed by the
      Indenture Trustee by the manual signature of one of its authorized signatories,
      and such certificate upon any Note shall be conclusive evidence, and the only
      evidence, that such Note has been duly authenticated and delivered
      hereunder.

     

    Section
      2.03  Acceptance
      of the Swap Agreement by Indenture Trustee.
      The
      Issuer hereby directs the Indenture Trustee to perform the Issuer’s obligations
      under Swap Agreement (in the form of Exhibit G hereto) on the Closing Date
      and
      thereafter on behalf of the Holders of the Notes. The Issuer and the Holders
      of
      the Notes by their acceptance of such Notes acknowledge and agree that the
      Indenture Trustee shall prepare and deliver any notices required to be delivered
      to the Counterparty under Sections 2(b), 2(d), 5(a), 6(a), 6(b), 6(d) and 12(b)
      of the ISDA Master Agreement and shall do so solely in its capacity as Indenture
      Trustee and not in its individual capacity.

     

    The
      Indenture Trustee acknowledges receipt of the Swap Agreement and declares that
      it holds and will continue to hold these documents and any amendments,
      replacements or supplements thereto and all other assets of the Trust as
      Indenture Trustee in trust for the use and benefit of all present and future
      Holders of the Notes. Every provision of this Indenture affording protection
      to
      the Indenture Trustee shall apply to the performance of the Indenture Trustee’s
      duties under the Swap Agreement and satisfaction of its obligations
      thereunder.

     

    Section
      2.04  Conveyance
      of Subsequent Loans.

     

    (a)  The
      Seller, pursuant to the Loan Purchase Agreement, sells, transfers, assigns,
      sets
      over and otherwise conveys to the Trust for the benefit of the Noteholders,
      without recourse, all right, title and interest in such Subsequent Loans (which
      does not include servicing rights), including all interest and principal due
      on
      or with respect to such Subsequent Loans on or after the related Subsequent
      Transfer Date and all interest and principal payments on such Subsequent Loans
      received prior to the Subsequent Transfer Date in respect of installments of
      interest and principal due thereafter, but not including principal and interest
      due on such Subsequent Loans prior to the related Subsequent Transfer Date,
      any
      insurance policies in respect of such Subsequent Loans and all proceeds of
      any
      of the foregoing. Upon one Business Day’s prior written notice to the Indenture
      Trustee, the Servicers, the Insurer and the Rating Agencies, on any Business
      Day
      during the related Pre-Funding Period designated by the Depositor, the
      Depositor, the Seller, the Servicers and the Indenture Trustee shall complete,
      execute and deliver a Subsequent Transfer Agreement, and with regards to any
      Subsequent Loans transferred as Group 2 Loans, with the consent of the Insurer,
      so long as no Rating Agency has provided notice that the execution and delivery
      of such Subsequent Transfer Agreement will result in a reduction or withdrawal
      of the ratings assigned to the Notes or the Class G Certificates, without regard
      to the Policy.

     

    The
      transfer of Subsequent Loans and the other property and rights relating to
      them
      on a Subsequent Transfer Date is subject to the satisfaction of each of the
      following conditions:

     

    (i)  each
      Subsequent Loan conveyed on such Subsequent Transfer Date satisfies the
      representations and warranties applicable to it under the Loan Purchase
      Agreement as of the applicable Subsequent Transfer Date; provided, however,
      that
      with respect to a breach of a representation and warranty with respect to a
      Subsequent Loan, the obligation under Section 2(d) of the Loan Purchase
      Agreement of the Seller to cure, repurchase or replace such Subsequent Loan
      shall constitute the sole remedy against the Seller respecting such breach
      available to Noteholders, the Depositor or the Indenture Trustee;

     

    (ii)  the
      Indenture Trustee, the Insurer and the Rating Agencies are provided with an
      Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor,
      stating that each REMIC in the Trust Fund is and shall continue to qualify
      as a
      REMIC following the transfer of the Subsequent Loans, to be delivered as
      provided pursuant to paragraph (b) below;

     

    (iii)  the
      Rating Agencies, the Insurer, the Indenture Trustee and the Indenture Trustee
      are provided with an Opinion of Counsel or Opinions of Counsel, at the expense
      of the Depositor, confirming that the transfer of the Subsequent Loans conveyed
      on such Subsequent Transfer Date is a true sale, to be delivered as provided
      pursuant to paragraph (b) below;

     

    (iv)  the
      execution and delivery of such Subsequent Transfer Agreement or conveyance
      of
      the related Subsequent Loans does not result in a reduction or withdrawal of
      any
      ratings assigned to the Notes or the Class G Certificates by the Rating
      Agencies, without regard to the Policy;

     

    (v)  no
      Subsequent Loan conveyed on such Subsequent Transfer Date is 30 or more days
      contractually delinquent as of such date;

     

    (vi)  the
      servicer of each Subsequent Loan in Loan Group 1 will be Wilshire or Ocwen,
      and
      in Loan Group 2 will be PNC;

     

    (vii)  the
      remaining term to stated maturity of such Subsequent Loan does not exceed 30
      years for fully amortizing loans or 15 years for balloon loans;

     

    (viii)  such
      Subsequent Mortgage Loan does not have a Net Mortgage Rate less than 6.00%
      or
      6.00% per annum in the case of a Subsequent Loan relating to the Group 1 Loans
      and Group 2 Loans, respectively;

     

    (ix)  the
      Seller shall have deposited in the related Custodial Account all principal
      and
      interest collected with respect to the related Subsequent Loans on or after
      the
      related Subsequent Transfer Date;

     

    (x)  such
      Subsequent Loan does not have a Combined Loan-to-Value Ratio greater than
      100.00%;

     

    (xi)  such
      Subsequent Loan has a principal balance not greater than $400,000 or $1,250,000
      in the case of a Subsequent Loan relating to the Group 1 Loans and Group 2
      Loans, respectively;

     

    (xii)  no
      Subsequent Loan shall have a final maturity date after June 1,
      2036;

     

    (xiii)  such
      Subsequent Loan is secured by a first or second lien;

     

    (xiv)  such
      Subsequent Loan is otherwise acceptable to the Rating Agencies, and, in the
      case
      of a Subsequent Loan related to Loan Group 2, the Insurer;

     

    (xv)  [reserved];

     

    (xvi)  following
      the conveyance of such Subsequent Loans on such Subsequent Transfer Date the
      characteristics of the Loans in each Loan Group (based on the Initial Loans
      as
      of the Cut-off Date and the Subsequent Loans as of their related Subsequent
      Transfer Date) will be as follows:

     

    
      	(A)  	
              a
                weighted average Mortgage Interest Rate of at least 10.75% or 9.25%
                per
                annum in the case of the Group 1 Loans and Group 2 Loans,
                respectively;

            


    

     

    
      	(B)  	
              a
                weighted average remaining term to stated maturity of less than 210
                months
                or 270 months in the case of the Group 1 Loans and Group 2 Loans,
                respectively;

            


    

     

    
      	(C)  	
              a
                weighted average Combined Loan-to-Value Ratio of not more than 95.50%
                or
                87.50% in the case of the Group 1 Loans and Group 2 Loans,
                respectively;

            


    

     

    
      	(D)  	
              a
                weighted average Credit Score of at least 675 and 705 in the case
                of the
                Group 1 Loans and Group 2 Loans,
                respectively;

            


    

     

    
      	(E)  	
              no
                more than 75.00% and 5.00% of the Group 1 Loans and Group 2 Loans,
                respectively, by aggregate Cut-off Date Principal Balance are balloon
                loans;

            


    

     

    
      	(F)  	
              no
                more than 25.00% and 50.00% of the Group 1 Loans and Group 2 Loans,
                respectively, by aggregate Cut-off Date Principal Balance are concentrated
                in one state; and

            


    

     

    
      	(G)  	
              no
                more than 12.00% and 11.00% of the Group 1 Loans and Group 2 Loans,
                respectively by aggregate Cut-off Date Principal Balance relate to
                non-owner occupied properties;

            


    

     

    (xvii)  neither
      the Seller nor the Depositor shall be insolvent or shall be rendered insolvent
      as a result of such transfer;

     

    (xviii)  no
      Event
      of Default has occurred hereunder; and

     

    (xix)  the
      Depositor shall have delivered to the Indenture Trustee an Officer’s Certificate
      confirming the satisfaction of each of these conditions precedent.

     

    (b)  Upon
      (1)
      delivery to the Indenture Trustee and
      the
      Insurer
      by the
      Depositor of the Opinions of Counsel referred to in Sections 2.04(a)(ii) and
      (iii), (2) delivery to the Indenture Trustee and the Insurer by the Depositor
      of
      a revised Loan Schedule reflecting the Subsequent Loans conveyed on such
      Subsequent Transfer Date and delivery of the related Subsequent Loans to the
      Indenture Trustee or the related Custodians and (3) delivery to the Indenture
      Trustee and the Insurer by the Depositor of an Officer’s Certificate confirming
      the satisfaction of each of the conditions precedent set forth in Section
      2.04(a), the Indenture Trustee shall remit to the Seller the Aggregate
      Subsequent Transfer Amount related to the Subsequent Loans transferred by the
      Seller on such Subsequent Transfer Date from funds in the related Pre-Funding
      Account.

     

    (c)  The
      Indenture Trustee shall not be required to investigate or otherwise verify
      compliance with the conditions set forth in the preceding paragraph, except
      for
      its own receipt of documents specified above, and shall be entitled to rely
      on
      the required Officer’s Certificate.

     

    Section
      2.05  Conveyance
      of REMIC Regular Interests and Acceptance of REMIC IA, REMIC IB, REMIC IC,
      REMIC
      ID, REMIC IIA, REMIC IIB and REMIC IIC by the Indenture Trustee; Issuance of
      Notes.

     

    (a)  The
      Issuer, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Indenture
      Trustee without recourse all the right, title and interest of the Issuer in
      and
      to the REMIC IA Regular Interests for the benefit of the Holder of the REMIC
      IB
      Regular Interests and the Holders of the Class 1A-R Certificates (with respect
      to the Class R-IB Interest). The Indenture Trustee acknowledges receipt of
      the
      REMIC IA Regular Interests and declares that it holds and will hold the same
      in
      trust for the exclusive use and benefit of the Holders of the REMIC IB Regular
      Interests and Holder of the Class 1A-R Certificates (with respect to the Class
      R-IB Interest). The interests evidenced by the Class 1A-R Certificates (with
      respect to the Class R-IB Interest), together with the REMIC IB Regular
      Interests, constitute the entire beneficial ownership interest in REMIC IB.
      

     

    (b)  The
      Issuer, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Indenture
      Trustee without recourse all the right, title and interest of the Issuer in
      and
      to the REMIC IB Regular Interests for the benefit of the Holder of the REMIC
      IC
      Regular Interests and the Holders of the Class 1A-R Certificates (with respect
      to the Class R-IC Interest). The Indenture Trustee acknowledges receipt of
      the
      REMIC IB Regular Interests and declares that it holds and will hold the same
      in
      trust for the exclusive use and benefit of the Holders of the REMIC IC Regular
      Interests and Holder of the Class 1A-R Certificates (with respect to the
      Class R-IC Interest). The interests evidenced by the Class 1A-R Certificates
      (with respect to the Class R-IC Interest), together with the REMIC IC Regular
      Interests, constitute the entire beneficial ownership interest in REMIC
      IC.

     

    (c)  The
      Issuer, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Indenture
      Trustee without recourse all the right, title and interest of the Issuer in
      and
      to the REMIC IC Regular Interests for the benefit of the Holders of the Group
      1
      Notes and the Group 1 Certificates (other than the Class 1X-2 Certificates).
      The
      Indenture Trustee acknowledges receipt of the REMIC IC Regular Interests and
      declares that it holds and will hold the same in trust for the exclusive use
      and
      benefit of the Holders of the Group 1 Notes and the Group 1 Certificates (other
      than the Class 1X-2 Certificates). The interests evidenced by the Class 1A-R
      Certificates (with respect to the Class R-ID Interest), together with the other
      Group 1 Certificates (other than the Class 1X-2 Certificates) and the Group
      1
      Notes, constitute the entire beneficial ownership interest in REMIC ID.


     

    (d)  In
      exchange for the REMIC IC Regular Interests and, concurrently with the
      assignment to the Indenture Trustee thereof, pursuant to the written request
      of
      the Issuer executed by an officer of the Issuer, the Issuer has executed and
      the
      Indenture Trustee has authenticated and delivered to or upon the order of the
      Issuer, the Group 1 Notes and the Group 1 Certificates (other than the Class
      1X-2 Certificates) in authorized denominations evidencing the entire beneficial
      ownership interest in REMIC ID.

     

    (e)  Concurrently
      with (i) the assignment and delivery to the Indenture Trustee of REMIC IA
      (including the Class R-IA Interest therein represented by the Class 1A-R
      Certificates) and the acceptance by the Indenture Trustee thereof; (ii) the
      assignment and delivery to the Indenture Trustee of REMIC IB (including the
      Class R-IB Interest therein represented by the Class 1A-R Certificates), (ii)
      the assignment and delivery to the Indenture Trustee of REMIC IC (including
      the
      Class R-IC Interest therein represented by the Class 1A-R Certificates) and
      (iii) the assignment and delivery to the Indenture Trustee of REMIC ID
      (including the Class R-ID Interest therein represented by the Class 1A-R
      Certificates) and the acceptance by the Indenture Trustee thereof, the Issuer
      has executed and the Indenture Trustee has authenticated and delivered to or
      upon the order of the Issuer, the Group 2 Notes and the Group 2 Certificates
      in
      authorized denominations.

     

    (f)  The
      Issuer, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Indenture
      Trustee without recourse all the right, title and interest of the Issuer in
      and
      to the REMIC IIA Regular Interests for the benefit of the Holder of the REMIC
      IIB Regular Interests and the Holders of the Class 1A-R Certificates. The
      Indenture Trustee acknowledges receipt of the REMIC IIA Regular Interests and
      declares that it holds and will hold the same in trust for the exclusive use
      and
      benefit of the Holders of the REMIC IIB Regular Interests and Holder of the
      Class 1A-R Certificates (with respect to the Class R-IIB Interest). The
      interests evidenced by the Class 1A-R Certificates (with respect to the Class
      R-IIB Interest), together with the REMIC IIB Regular Interests, constitute
      the
      entire beneficial ownership interest in REMIC IIB. 

     

    (g)  The
      Issuer, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Indenture
      Trustee without recourse all the right, title and interest of the Issuer in
      and
      to the REMIC IIB Regular Interests for the benefit of the Holders of the Group
      2
      Notes and the Group 2 Certificates (other than the Class G and the Class 2X-2
      Certificates). The Indenture Trustee acknowledges receipt of the REMIC IIB
      Regular Interests and declares that it holds and will hold the same in trust
      for
      the exclusive use and benefit of the Holders of the Group 2 Notes and the Group
      2 Certificates (other than the Class G and the Class 2X-2 Certificates). The
      interests evidenced by the Class 1A-R Certificates (with respect to the Class
      R-ID Interest), together with the other Group 2 Certificates (other than the
      Class G and the Class 2X-2 Certificates) and the Group 2 Notes, constitute
      the
      entire beneficial ownership interest in REMIC IIC. 

     

    (h)  In
      exchange for the REMIC IIB Regular Interests and, concurrently with the
      assignment to the Indenture Trustee thereof, pursuant to the written request
      of
      the Issuer executed by an officer of the Issuer, the Issuer has executed and
      the
      Indenture Trustee has authenticated and delivered to or upon the order of the
      Issuer, the Group 2 Notes and the Group 2 Certificates (other than the Class
      G
      and the Class 2X-2 Certificates) in authorized denominations evidencing the
      entire beneficial ownership interest in REMIC IIC. 

     

    (i)  Concurrently
      with (i) the assignment and delivery to the Indenture Trustee of REMIC IIA
      (including the residual interest therein represented by the Class G
      Certificates) and the acceptance by the Indenture Trustee thereof; (ii) the
      assignment and delivery to the Indenture Trustee of REMIC IIB (including the
      Class R-IIB Interest therein represented by the Class 1A-R Certificates) and
      (ii) the assignment and delivery to the Indenture Trustee of REMIC IIC
      (including the Class R-IIC Interest therein represented by the Class 1A-R
      Certificates) and the acceptance by the Indenture Trustee thereof, the Issuer
      has executed and the Indenture Trustee has authenticated and delivered to or
      upon the order of the Issuer, the Group 2 Notes and the Group 2 Certificates
      in
      authorized denominations.

     

     

     

    ARTICLE
      III

     

    COVENANTS

     

    Section
      3.01  Collection
      of Payments with Respect to Loans.
      The
      Indenture Trustee shall establish and maintain with itself the Payment Account
      in which the Indenture Trustee shall, subject to the terms of this paragraph,
      deposit, on the same Business Day as it is received from the Servicers (if
      received prior to 2 PM New York City time, or if received thereafter, on the
      next Business Day), each remittance received by the Indenture Trustee with
      respect to the Loans. The Indenture Trustee shall use reasonable care, based
      on
      the information it receives from the Servicers, to establish and maintain
      accounting entries for the Payment Account that indicate the deposit therein
      of
      principal and interest collections for the Loans. The Indenture Trustee shall
      make all payments of principal and interest on the Notes, subject to
      Section 3.03, as provided in Section 3.05 from monies on deposit in
      the Payment Account.

     

    Section
      3.02  Maintenance
      of Office or Agency.
      The
      Issuer will maintain in the City of New York, an office or agency where, subject
      to satisfaction of conditions set forth herein, Notes may be surrendered for
      registration of transfer or exchange, and where notices and demands to or upon
      the Issuer in respect of the Notes and this Indenture may be served. The Issuer
      hereby initially appoints the Indenture Trustee to serve as its agent for the
      foregoing purposes. If at any time the Issuer shall fail to maintain any such
      office or agency or shall fail to furnish the Indenture Trustee with the address
      thereof, such surrenders, notices and demands may be made or served at the
      Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee
      as
      its agent to receive all such surrenders, notices and demands.

     

    Section
      3.03  Money
      for Payments To Be Held in Trust; Paying Agent.

     

    (a)  As
      provided in Section 3.01, all payments of amounts due and payable with
      respect to any Notes that are to be made from amounts withdrawn from the Payment
      Account pursuant to Section 3.01 shall be made on behalf of the Issuer by
      the Indenture Trustee or by the Paying Agent, and no amounts so withdrawn from
      the Payment Account for payments of Notes shall be paid over to the Issuer
      except as provided in this Section 3.03. The Issuer hereby appoints the
      Indenture Trustee to act as initial Paying Agent hereunder.

     

    The
      Issuer will cause each Paying Agent other than the Indenture Trustee to execute
      and deliver to the Indenture Trustee an instrument in which such Paying Agent
      shall agree with the Indenture Trustee (and if the Indenture Trustee acts as
      Paying Agent it hereby so agrees), subject to the provisions of this
      Section 3.03, that such Paying Agent will:

     

    (i)  hold
      all
      sums held by it for the payment of amounts due with respect to the Notes 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 and pay such
      sums to such Persons as herein provided;

     

    (ii)  give
      the
      Indenture Trustee and Insurer written notice of any default by the Issuer of
      which it has actual knowledge in the making of any payment required to be made
      with respect to the Notes;

     

    (iii)  at
      any
      time during the continuance of any such default, upon the written request of
      the
      Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held
      in
      trust by such Paying Agent;

     

    (iv)  immediately
      resign as Paying Agent and forthwith pay to the Indenture Trustee all sums
      held
      by it in trust for the payment of Notes if at any time it ceases to meet the
      standards required to be met by a 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 any Notes of any applicable withholding taxes imposed
      thereon and with respect to any applicable reporting requirements in connection
      therewith; and

     

    (vi)  deliver
      to the Indenture Trustee a copy of the Servicing Certificate prepared with
      respect to each Payment Date by each Servicer pursuant to Section 4.01 of
      the Servicing Agreement.

     

    The
      Issuer may at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture or for any other purpose, by Issuer Request direct
      any Paying Agent to pay to the Indenture Trustee all sums held in trust by
      such
      Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts
      as those upon which the sums were held by such Paying Agent; and upon such
      payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall
      be
      released from all further liability with respect to such money.

     

    Subject
      to applicable laws with respect to escheat of funds, any money held by the
      Indenture Trustee or any Paying Agent in trust for the payment of any amount
      due
      with respect to any Note and remaining unclaimed for one year after such amount
      has become due and payable shall be discharged from such trust and be paid
      to
      the Issuer upon receipt by the Indenture Trustee or any Paying Agent (as
      applicable) of an Issuer Request containing instructions to do so; and the
      Holder of such Note shall thereafter, as an unsecured general creditor, look
      only to the Issuer for payment thereof (but only to the extent of the amounts
      so
      paid to the Issuer), and all liability of the Indenture Trustee or such Paying
      Agent with respect to such trust money shall thereupon cease; provided, however,
      that the Indenture Trustee or such Paying Agent, before being required to make
      any such payment, shall at the expense and direction of the Issuer cause to
      be
      published once, in an Authorized Newspaper, notice that such money remains
      unclaimed and that, after a date specified therein, which shall not be less
      than
      30 days from the date of such publication, any unclaimed balance of such
      money then remaining will be paid to the Issuer. The Indenture Trustee may
      also
      adopt and employ, at the expense and direction of the Issuer, any other
      reasonable means of notification of such payment (including, but not limited
      to,
      mailing notice of such payment to Noteholders whose Notes have been called
      but
      have not been surrendered for redemption or whose right to or interest in monies
      due and payable but not claimed is determinable from the records of the
      Indenture Trustee or of any Paying Agent, at the last address of record for
      each
      such Noteholder).

     

    Section
      3.04  Existence.
      The
      Issuer will keep in full effect its existence, rights and franchises as a
      statutory trust under the laws of the State of Delaware (unless it becomes,
      or
      any successor Issuer hereunder is or becomes, organized under the laws of any
      other state or of the United States of America, in which case the Issuer will
      keep in full effect its existence, rights and franchises under the laws of
      such
      other jurisdiction) and will obtain and preserve its qualification to do
      business in each jurisdiction in which such qualification is or shall be
      necessary to protect the validity and enforceability of this Indenture, the
      Notes, the Loans and each other instrument or agreement included in the Trust
      Estate.

     

    Section
      3.05  Payment
      of Principal and Interest; Defaulted Interest.

     

    (a)  On
      each
      Payment Date from amounts on deposit in the Payment Account with respect to
      the
      Group 2 Loans (after payment of the applicable Servicing Fee to each Servicer,
      the Insurer Premium to the Insurer and amounts described in Section 6.07),
      the Indenture Trustee shall pay the Certificate Paying Agent on behalf of the
      Class G Certificateholders from Principal Collections related to Loan Group
      2, an amount equal to the lesser of the Additional Balance Advance Amount,
      if
      any, as of such Payment Date and the Principal Collections related to Loan
      Group
      2 for such Payment Date.

     

    (b)  (I)
      On
      each Payment Date, payments shall be made from the Interest Remittance Amount
      for Loan Group 1 in the following priority, in each case to the extent of the
      remaining related Interest Remittance Amount:

     

    (i)  first,
      to
      the Certificate Paying Agent on behalf of the Class 1X-S Certificates, the
      aggregate Excess Servicing Fee for such Payment Date;

     

    (ii)  second,
      pro rata, to the Class 1A-1, Class 1A-2, Class 1A-3 Notes, and to the
      Certificate Paying Agent on behalf of the Class 1A-R Certificates and Class
      1P
      Certificates, Current Interest and any Carryforward Interest for such Class
      and
      such Payment Date;

     

    (iii)  third,
      to
      the Class 1M-1 Notes, Current Interest and any Carryforward Interest for such
      Class and such Payment Date;

     

    (iv)  fourth,
      to the Class 1M-2 Notes, Current Interest and any Carryforward Interest for
      such
      Class and such Payment Date;

     

    (v)  fifth,
      to
      the Class 1M-3 Notes, Current Interest and any Carryforward Interest for such
      Class and such Payment Date; 

     

    (vi)  sixth,
      to
      the Class 1M-4 Notes, Current Interest and any Carryforward Interest for such
      Class and such Payment Date;

     

    (vii)  seventh,
      to the Class 1M-5 Notes, Current Interest and any Carryforward Interest for
      such
      Class and such Payment Date;

     

    (viii)  eighth,
      to the Class 1M-6 Notes, Current Interest and any Carryforward Interest for
      such
      Class and such Payment Date;

     

    (ix)  ninth,
      to
      the Class 1M-7 Notes, Current Interest and any Carryforward Interest for such
      Class and such Payment Date;

     

    (x)  tenth,
      to
      the Class 1M-8 Notes, Current Interest and any Carryforward Interest for such
      Class and such Payment Date;

     

    (xi)  eleventh,
      to the Class 1M-9 Notes, Current Interest and any Carryforward Interest for
      such
      Class and such Payment Date;

     

    (xii)  twelfth,
      to the Class 1B-1 Notes, Current Interest and any Carryforward Interest for
      such
      Class and such Payment Date;

     

    (xiii)  thirteenth,
      to the Class 1B-2 Notes, Current Interest and any Carryforward Interest for
      such
      Class and such Payment Date; 

     

    (xiv)  on
      the
      Payment Dates occurring in May 2006, June 2006 and July 2006, to the Seller
      an
      amount equal to the amount received during the related Collection Period which
      constitutes related Subsequent Loan Interest; and

     

    (xv)  for
      application as part of the related Monthly Excess Cashflow for such Payment
      Date, as provided in paragraph (e)(I) of this Section 3.05, the related Interest
      Remittance Amount remaining after application pursuant to clauses (i) through
      (xiv) above.

     

    (II)
      On
      each Payment Date, payments shall be made from the Interest Remittance Amount
      for Loan Group 2 in the following priority, in each case to the extent of the
      remaining related Interest Remittance Amount:

     

    (i)  first,
      to
      the Certificate Paying Agent on behalf of the Class G Certificates, Current
      Interest and any Carryforward Interest for that Payment Date;

     

    (ii)  second,
      pro rata, to the Class 2A-1 Notes and to the Certificate Paying Agent on
      behalf of the Class 2A-R Certificates and Class 2P Certificates, Current
      Interest and any Carryforward Interest for such Class and such Payment
      Date;

     

    (iii)  third,
      to
      the Insurer, the aggregate of all payments, if any, made by the Insurer under
      the Policy, including interest thereon, to the extent not previously paid or
      reimbursed or covered;

     

    (iv)  fourth,
      to the Class 2M-1 Notes, Current Interest and any Carryforward Interest for
      such
      Class and such Payment Date;

     

    (v)  fifth,
      to
      the Class 2M-2 Notes, Current Interest and any Carryforward Interest for such
      Class and such Payment Date;

     

    (vi)  on
      the
      Payment Dates occurring in May 2006, June 2006 and July 2006, to the Seller
      an
      amount equal to the amount received during the related Collection Period which
      constitutes related Subsequent Loan Interest; and

     

    (vii)  for
      application as part of the related Monthly Excess Cashflow for such Payment
      Date, as provided in paragraph (e)(II) of this Section 3.05, the related
      Interest Remittance Amount remaining after application pursuant to clauses
      (i)
      through (vi) of Section above.

     

    (c)  (I)
      On
      each Payment Date that is prior to the related Stepdown Date, or if a related
      Trigger Event has occurred and is continuing, the Principal Payment Amount
      for
      Loan Group 1 shall be distributed in the following order of
      priority:

     

    (i)  first,
      commencing on the payment date in July 2011, to the Certificate Paying Agent
      on
      behalf of the Class 1P Certificates, until the Class Principal Balance thereof
      has been reduced to zero;

     

    (ii)  second,
      to the Certificate Paying Agent on behalf of the Class 1A-R Certificates,
      until the Class Principal Balance thereof has been reduced to zero, and then
      sequentially to the Class 1A-1, Class 1A-2 and Class 1A-3 Notes, in that order,
      in each case until the Class Principal Balances thereof have been reduced to
      zero;

     

    (iii)  third,
      to
      the Class 1M-1 Notes, until the Class Principal Balance of such
      Class has been reduced to zero;

     

    (iv)  fourth,
      to the Class 1M-2 Notes, until the Class Principal Balance of such
      Class has been reduced to zero;

     

    (v)  fifth,
      to
      the Class 1M-3 Notes, until the Class Principal Balance of such
      Class has been reduced to zero;

     

    (vi)  sixth,
      to
      the Class 1M-4 Notes, until the Class Principal Balance of such
      Class has been reduced to zero;

     

    (vii)  seventh,
      to the Class 1M-5 Notes, until the Class Principal Balance of such
      Class has been reduced to zero;

     

    (viii)  eight,
      to
      the Class 1M-6 Notes, until the Class Principal Balance of such
      Class has been reduced to zero;

     

    (ix)  ninth,
      to
      the Class 1M-7 Notes, until the Class Principal Balance of such
      Class has been reduced to zero;

     

    (x)  tenth,
      to
      the Class 1M-8 Notes, until the Class Principal Balance of such
      Class has been reduced to zero;

     

    (xi)  eleventh,
      to the Class 1M-9 Notes, until the Class Principal Balance of such
      Class has been reduced to zero;

     

    (xii)  twelfth,
      to the Class 1B-1 Notes, until the Class Principal Balance of such
      Class has been reduced to zero; 

     

    (xiii)  thirteenth,
      to the Class 1B-2 Notes, until the Class Principal Balance of such
      Class has been reduced to zero; and

     

    (xiv)  for
      application in the same manner as the related Monthly Excess Cashflow for such
      Payment Date, as provided in paragraph (e)(I) of this Section 3.05, any such
      related Principal Payment Amount remaining after application pursuant to clauses
      (i) through (xiii) above.

     

    (II)
      On
      each Payment Date that is prior to the related Stepdown Date, or if a related
      Trigger Event has occurred and is continuing, the Principal Payment Amount
      for
      Loan Group 2, less any principal payment made to the Certificate Paying Agent
      on
      behalf of the Class G Certificates, shall be distributed in the following order
      of priority:

     

    (i)  first,
      commencing on the payment date in July 2011, to the Certificate Paying Agent
      on
      behalf of the Class 2P Certificates, until the Class Principal Balance thereof
      has been reduced to zero;

     

    (ii)  second,
      to the Certificate Paying Agent on behalf of the Class 2A-R Certificates,
      until the Class Principal Balance thereof has been reduced to zero, and then
      to
      the Class 2A-1 Notes until the Class Principal Balances thereof has been reduced
      to zero;

     

    (iii)  third,
      to
      the Insurer, any Insurer Reimbursements, to the extent not paid from interest
      distributions;

     

    (iv)  fourth,
      to the Class 2M-1 Notes, until the Class Principal Balance of such
      Class has been reduced to zero;

     

    (v)  fifth,
      to
      the Class 2M-2 Notes, until the Class Principal Balance of such
      Class has been reduced to zero; and

     

    (vi)  for
      application in the same manner as the related Monthly Excess Cashflow for such
      Payment Date, as provided in paragraph (e)(II) of this Section 3.05, any such
      related Principal Payment Amount remaining after application pursuant to clauses
      (i) through (v) above.

     

    (d)  (I)
      On
      each Payment Date, on or after the related Stepdown Date and provided that
      no
      related Trigger Event has occurred and is continuing, the Principal Payment
      Amount for Loan Group 1 shall be distributed as follows:

     

    (i)  first,
      commencing on the Payment Date in July 2011, to the Certificate Paying Agent
      on
      behalf of the Class 1P Certificates, until the Class Principal Balance thereof
      has been reduced to zero;

     

    (ii)  second,
      sequentially to the Class 1A-1, Class 1A-2A and Class 1A-3 Notes, in that order,
      the related Senior Principal Payment Amount in each case until the Class
      Principal Balances thereof have been reduced to zero;

     

    (iii)  third,
      to
      the Class 1M-1 Notes, the
      Class
      1M-1 Principal Payment Amount for such Payment Date,
      until
      the Class Principal Balance of such Class has been reduced to
      zero;

     

    (iv)  fourth,
      to the Class 1M-2 Notes, the Class 1M-2 Principal Payment Amount for such
      Payment Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (v)  fifth,
      to
      the Class 1M-3 Notes, the Class 1M-3 Principal Payment Amount for such Payment
      Date, until the Class Principal Balance of such Class has been reduced
      to zero;

     

    (vi)  sixth,
      to
      the Class 1M-4 Notes, the Class 1M-4 Principal Payment Amount for such Payment
      Date, until the Class Principal Balance of such Class has been reduced
      to zero;

     

    (vii)  seventh,
      to the Class 1M-5 Notes, the Class 1M-5 Principal Payment Amount for such
      Payment Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (viii)  eighth,
      to the Class 1M-6 Notes, the Class 1M-6 Principal Payment Amount for such
      Payment Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (ix)  ninth,
      to
      the Class 1M-7 Notes, the Class 1M-7 Principal Payment Amount for such Payment
      Date, until the Class Principal Balance of such Class has been reduced
      to zero;

     

    (x)  tenth,
      to
      the Class 1M-8 Notes, the Class 1M-8 Principal Payment Amount for such Payment
      Date, until the Class Principal Balance of such Class has been reduced
      to zero;

     

    (xi)  eleventh,
      to the Class 1M-9 Notes, the Class 1M-9 Principal Payment Amount for such
      Payment Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (xii)  twelfth,
      to the Class 1B-1 Notes, the Class 1B-1 Principal Payment Amount for such
      Payment Date, until the Class Principal Balance of such Class has been
      reduced to zero; 

     

    (xiii)  thirteenth,
      to the Class 1B-2 Notes, the Class 1B-2 Principal Payment Amount for such
      Payment Date, until the Class Principal Balance of such Class has been
      reduced to zero; and

     

    (xiv)  for
      application in the same manner as the related
      Monthly
      Excess Cashflow for such Payment Date, as provided in paragraph (e)(I) of this
      Section 3.05, any such related Principal Payment Amount remaining after
      application pursuant to clauses (i) through (xiii) above.

     

    (II)
      On
      each Payment Date, on or after the related Stepdown Date and provided that
      no
      related Trigger Event has occurred and is continuing, the Principal Payment
      Amount for Loan Group 2, less any payment made to the Certificate Paying Agent
      on behalf of the Class G Certificates, shall be distributed as
      follows:

     

    (i)  first,
      commencing on the Payment Date in July 2011, to the Certificate Paying Agent
      on
      behalf of the Class 2P Certificates, until the Class Principal Balance thereof
      has been reduced to zero;

     

    (ii)  second,
      to the Class 2A-1 Notes, the related Senior Principal Payment Amount until
      the
      Class Principal Balance thereof has been reduced to zero;

     

    (iii)  third,
      to
      the Insurer, any
      Insurer Reimbursements, to the extent not paid from interest
      distributions;

     

    (iv)  fourth,
      to the Class 2M-1 Notes, the Class 2M-1 Principal Payment Amount for such
      Payment Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (v)  fifth,
      to
      the Class 2M-2 Notes, the Class 2M-2 Principal Payment Amount for such Payment
      Date, until the Class Principal Balance of such Class has been reduced
      to zero; and

     

    (vi)  for
      application in the same manner as the related Monthly Excess Cashflow for such
      Payment Date, as provided in paragraph (e)(II) of this Section 3.05, any such
      related Principal Payment Amount remaining after application pursuant to clauses
      (i) through (v) above.

     

    (e)  (I)
      On
      each Payment Date, the Monthly Excess Cashflow for Loan Group 1 shall be
      distributed in the following order of priority:

     

    (i)  first,
      an
      amount equal to the aggregate Realized Losses on the Group 1 Loans incurred
      during the related Collection Period, such amount to be added to the related
      Principal Payment Amount and distributed as set forth above in Section
      3.05(c)(I) and (d)(I) (any such amount, an “Excess Cashflow Loss
      Payment”);

     

    (ii)  second,
      on the first Payment Date, to the Certificate Paying Agent on behalf of the
      Class 1X-1 Certificateholders, 100% of the remaining related Monthly Excess
      Cashflow;

     

    (iii)  third,
      except for the first Payment Date, until the Group 1 Overcollateralization
      Amount equals the Group 1 Targeted Overcollateralization Amount for such date,
      on each Payment Date

     

    (1)  (a)
      prior
      to the related Stepdown Date or (b) with respect to which a related Trigger
      Event has occurred, to the extent of related Monthly Excess Interest for such
      Payment Date, to fund any principal payments to the Class
      1A-1, Class 1A-2, Class 1A-3,
      Class
      1M-1, Class 1M-2, Class 1M-3, Class 1M-4, Class 1M-5, Class 1M-6, Class 1M-7,
      Class 1M-8, Class 1M-9, Class 1B-1 and Class 1B-2 Notes and Class A-R
      Certificates and Class 1P Certificates required to be made on such Payment
      Date
      set forth above in clause (c)(I) above, after giving effect to the payment
      of
      the related Principal Payment Amount for such Payment Date, in accordance with
      the priorities set forth therein; and

     

    (2)  on
      each
      Distribution Date on or after the related Stepdown Date and with respect to
      which a related Trigger Event has not occurred, to fund any principal payments
      to the Class 1A-1, Class 1A-2, Class 1A-3, Class 1M-1, Class 1M-2, Class 1M-3,
      Class 1M-4, Class 1M-5, Class 1M-6, Class 1M-7, Class 1M-8, Class 1M-9, Class
      1B-1 and Class 1B-2 Notes and Class 1A-R Certificates and Class 1P Certificates
      required to be made on such Payment Date set forth above in clause (d)(I) above,
      after giving effect to the payment of the related Principal Payment Amount
      for
      such Payment Date, in accordance with the priorities set forth
      therein;

     

    (iv)  fourth,
      to the Class 1M-1 Notes, any Deferred Amount for such Class, to the extent
      not
      paid from amounts in the Swap Account;

     

    (v)  fifth,
      to
      the Class 1M-2 Notes, any Deferred Amount for such Class, to the extent not
      paid
      from amounts in the Swap Account; 

     

    (vi)  sixth,
      to
      the Class 1M-3 Notes, any Deferred Amount for such Class, to the extent not
      paid
      from amounts in the Swap Account;

     

    (vii)  seventh,
      to the Class 1M-4 Notes, any Deferred Amount for such Class, to the extent
      not
      paid from amounts in the Swap Account;

     

    (viii)  eighth,
      to the Class 1M-5 Notes, any Deferred Amount for such Class, to the extent
      not
      paid from amounts in the Swap Account;

     

    (ix)  ninth,
      to
      the Class 1M-6 Notes, any Deferred Amount for such Class, to the extent not
      paid
      from amounts in the Swap Account;

     

    (x)  tenth,
      to
      the Class 1M-7 Notes, any Deferred Amount for such Class, to the extent not
      paid
      from amounts in the Swap Account;

     

    (xi)  eleventh,
      to the Class 1M-8 Notes, any Deferred Amount for such Class, to the extent
      not
      paid from amounts in the Swap Account;

     

    (xii)  twelfth,
      to the Class 1M-9 Notes, any Deferred Amount for such Class, to the extent
      not
      paid from amounts in the Swap Account;

     

    (xiii)  thirteenth,
      to the Class 1B-1 Notes, any Deferred Amount for such Class, to the extent
      not
      paid from amounts in the Swap Account;

     

    (xiv)  fourteenth,
      to the Class 1B-2 Notes, any Deferred Amount for such Class, to the extent
      not
      paid from amounts in the Swap Account;

     

    (xv)  fifteenth,
      to the Class 1A-1, Class 1A-2 and Class 1A-3 Notes, pro rata, any applicable
      Basis Risk Shortfall for each such Class, to the extent not paid from amounts
      in
      the Swap Account;

     

    (xvi)  sixteenth,
      to the Class 1M-1 Notes, any applicable Basis Risk Shortfall for such Class,
      to
      the extent not paid from amounts in the Swap Account;

     

    (xvii)  seventeenth,
      to the Class 1M-2 Notes, any applicable Basis Risk Shortfall for such Class,
      to
      the extent not paid from amounts in the Swap Account;

     

    (xviii)  eighteenth,
      to the Class 1M-3 Notes, any applicable Basis Risk Shortfall for such Class,
      to
      the extent not paid from amounts in the Swap Account;

     

    (xix)  nineteenth,
      to the Class 1M-4 Notes, any applicable Basis Risk Shortfall for such Class,
      to
      the extent not paid from amounts in the Swap Account;

     

    (xx)  twentieth,
      to the Class 1M-5 Notes, any applicable Basis Risk Shortfall for such Class,
      to
      the extent not paid from amounts in the Swap Account;

     

    (xxi)  twenty-first,
      to the Class 1M-6 Notes, any applicable Basis Risk Shortfall for such Class,
      to
      the extent not paid from amounts in the Swap Account;

     

    (xxii)  twenty-second,
      to the Class 1M-7 Notes, any applicable Basis Risk Shortfall for such Class,
      to
      the extent not paid from amounts in the Swap Account;

     

    (xxiii)  twenty-third,
      to the Class 1M-8 Notes, any applicable Basis Risk Shortfall for such Class,
      to
      the extent not paid from amounts in the Swap Account;

     

    (xxiv)  twenty-fourth,
      to the Class 1M-9 Notes, any applicable Basis Risk Shortfall for such Class,
      to
      the extent not paid from amounts in the Swap Account;

     

    (xxv)  twenty-fifth,
      to the Class 1B-1 Notes, any applicable Basis Risk Shortfall for such Class,
      to
      the extent not paid from amounts in the Swap Account;

     

    (xxvi)  twenty-sixth,
      to the Class 1B-2 Notes, any applicable Basis Risk Shortfall for such Class,
      to
      the extent not paid from amounts in the Swap Account;

     

    (xxvii)  twenty-seventh,
      to the Indenture Trustee and the Administrator, any Trustee Additional Expenses
      and any amounts owing to the Indenture Trustee and the Administrator pursuant
      to
      Section 6.07 and the Owner Trustee pursuant to Article VII of the
      Trust Agreement, in each case remaining unpaid;

     

    (xxviii)  
      twenty-eighth, to the Counterparty, the amount of any Swap Termination Payment
      resulting from a Counterparty Trigger Event not previously paid;

     

    (xxix)  twenty-ninth,
      from amounts otherwise distributable to the Class 1X-1 Certificates, to the
      related Basis Risk Reserve Fund, the related Required Reserve Fund Deposit;
      and

     

    (xxx)  thirtieth,
      to the Certificate Paying Agent on behalf of the Class 1X-1 Certificates, (a)
      the Class 1X-1 Distribution Amount for such Payment Date reduced by amounts
      distributed pursuant to clause (xvi) of Section 3.05(b)(I) for such Payment
      Date, (b) the amount of any Group 1 Overcollateralization Release Amount for
      such Distribution Date, (c) any amounts withdrawn from the related Basis Risk
      Reserve Fund for distribution to such Class 1X-1 Certificates pursuant to
      Section 3.32(b) and (d) for any Payment Date on or after which the aggregate
      Class Principal Balance of the related Notes and Certificates has been reduced
      to zero, the Group 1 Overcollateralization Amount.

     

    (II)
      On
      each Payment Date, the Monthly Excess Cashflow for Loan Group 2 shall be
      distributed in the following order of priority:

     

    (i)  first,
      an
      amount equal to the aggregate Realized Losses on the Group 2 Loans incurred
      during the related Collection Period, such amount to be added to the related
      Principal Payment Amount and distributed as set forth above in Section
      3.05(c)(II) and (d)(II) (any such amount, an “Excess Cashflow Loss
      Payment”);

     

    (ii)  second,
      to the Certificate Paying Agent on behalf of the Class G Certificates, an amount
      equal to the lesser of the related Monthly Excess Cashflow and the Additional
      Balance Advance Amount after the application of all other payments thereon
      on
      that Payment Date;

     

    (iii)  third,
      to
      the Insurer, any Insurer Reimbursement Amounts, to the extent not paid from
      interest and principal distributions;

     

    (iv)  fourth,
      until the Group 2 Overcollateralization Amount equals the Group 2 Targeted
      Overcollateralization Amount for such date, on each Payment Date

     

    (1)  (a)
      prior
      to the related Stepdown Date or (b) with respect to which a related Trigger
      Event has occurred, to the extent of related Monthly Excess Interest for such
      Payment Date, to fund any principal payments to the Class 2A-1, Class 2M-1
      and
      Class 2M-2 Notes and Class 2A-R Certificates and Class 2P Certificates required
      to be made on such Payment Date set forth above in clause (c)(II) above, after
      giving effect to the payment of the related Principal Payment Amount for such
      Payment Date, in accordance with the priorities set forth therein;
      and

     

    (2)  on
      each
      Distribution Date on or after the related Stepdown Date and with respect to
      which a related Trigger Event has not occurred, to fund any principal payments
      to the Class 2A-1, Class 2M-1 and Class 2M-2 Notes and Class 2A-R Certificates
      and Class 2P Certificates required to be made on such Payment Date set forth
      above in clause (d)(II) above, after giving effect to the payment of the related
      Principal Payment Amount for such Payment Date, in accordance with the
      priorities set forth therein;

     

    (v)  fifth,
      to
      the Class 2M-1 Notes, any Deferred Amount for such Class;

     

    (vi)  sixth,
      to
      the Class 2M-2 Notes, any Deferred Amount for such Class; 

     

    (vii)  seventh,
      to the Class 2A-1 Notes and to the Certificate Paying Agent on behalf of the
      Class G Certificates, any applicable Basis Risk Shortfall for each such Class,
      on a pro rata basis;

     

    (viii)  eighth,
      to the Class 2M-1 Notes, any applicable Basis Risk Shortfall for such
      Class;

     

    (ix)  ninth,
      to
      the Class 2M-2 Notes, any applicable Basis Risk Shortfall for such
      Class;

     

    (x)  tenth,
      to
      the Indenture Trustee and the Administrator, any Trustee Additional Expenses
      and
      any amounts owing to the Indenture Trustee and the Administrator pursuant to
      Section 6.07 and the Owner Trustee pursuant to Article VII of the
      Trust Agreement, in each case remaining unpaid;

     

    (xi)  eleventh,
      from amounts otherwise distributable to the Class 2X-1 Certificates, to the
      related
      Basis
      Risk Reserve Fund, the related Required Reserve Fund Deposit; and

     

    (xii)  twelfth,
      to the Certificate Paying Agent on behalf of the Class 2X-1 Certificates, (a)
      the Class 2X-1 Distribution Amount for such Payment Date reduced by amounts
      distributed pursuant to clause (vii) of Section 3.05(b)(II) for such Payment
      Date, (b) the amount of any Group 2 Overcollateralization Release Amount for
      such Distribution Date, (c) any amounts withdrawn from the related Basis Risk
      Reserve Fund for distribution to such Class 2X-1 Certificates pursuant to
      Section 3.32(b) and (d) for any Payment Date on or after which the aggregate
      Class Principal Balance of the related Notes and Certificates has been reduced
      to zero, the Group 2 Overcollateralization Amount.

     

    (f)  Amounts
      received from the Counterparty pursuant to the Swap Agreement on deposit in
      the
      Swap Account will be available on any Payment Date to pay the following
      amounts:

     

    (i)  to
      the
      Class 1A-1, Class 1A-2, Class 1A-3 Notes and the Certificate Registrar on behalf
      of the Class 1A-R Certificates, pro rata based on amounts due, Current Interest
      and any Carryforward Interest for each such class, after giving effect to
      distributions to be paid in respect of Current Interest and Carryforward
      Interest as described above in Section 3.05(b)(I) on such Payment
      Date;

     

    (ii)  to
      the
      Class 1M-1, Class 1M-2, Class 1M-3, Class 1M-4, Class 1M-5, Class 1M-6, Class
      1M-7, Class 1M-8, Class 1M-9, Class 1B-1 and Class 1B-2 Notes, in that order,
      Current Interest and any Carryforward Interest for each such class, after giving
      effect to distributions to be paid in respect of Current Interest and
      Carryforward Interest as described above in Section 3.05(b)(I) on such Payment
      Date;

     

    (iii)  to
      the
      Principal Remittance Amount for Loan Group 1, up to the amount of Realized
      Losses on the Group 1 Loans incurred during the related Collection Period prior
      to giving effect to amounts available to be paid in respect of related Excess
      Cashflow Loss Payments as described above in Section 3.05(e)(I) on such Payment
      Date;

     

    (iv)  to
      the
      Class 1M-1, Class 1M-2, Class 1M-3, Class 1M-4, Class 1M-5, Class 1M-6, Class
      1M-7, Class 1M-8, Class 1M-9, Class 1B-1 and Class 1B-2 Notes, in that order,
      any applicable Deferred Amounts, with interest thereon at the applicable Note
      Interest Rate, prior to giving effect to amounts available to be paid in respect
      of Deferred Amounts as described above in Section 3.05(e)(I) on such Payment
      Date; and

     

    (v)  first
      (i)
      to the Class 1A-1, Class 1A-2 and Class 1A-3 Notes, on a pro rata basis, and
      then (ii) to the Class 1M-1, Class 1M-2, Class 1M-3, Class 1M-4, Class 1M-5,
      Class 1M-6, Class 1M-7, Class 1M-8, Class 1M-9, Class 1B-1 and Class 1B-2 Notes,
      in that order, any applicable Basis Risk Shortfall for each such class, in
      each
      case prior to giving effect to amounts available to be paid in respect of Basis
      Risk Shortfalls as described above in Section 3.05(e)(I) on such Payment
      Date.

     

    Amounts
      paid under the Swap Agreement not used on any Payment Date to cover Basis Risk
      Shortfalls, Current Interest, Carryforward Interest, Realized Losses on the
      related Loans or to pay Deferred Amounts will remain on deposit in the Swap
      Account and may be available on future Payment Dates to make the payments
      described in the preceding paragraph. On the Payment Date on which the aggregate
      Class Principal Balance of the Notes relating to Loan Group 1 is reduced to
      zero, any amounts from the Swap Agreement remaining in the Swap Account will
      be
      released to the Certificate Paying Agent for payment to the Class 1X-1
      Certificateholders.

     

    (g)  On
      each
      Payment Date, the Certificate Paying Agent shall deposit in the Certificate
      Distribution Account all amounts it received pursuant to this Section 3.05
      for the purpose of reimbursing the Owner Trustee with respect to certain amounts
      and distributing such funds to the Certificateholder.

     

    (h)  The
      amounts paid to Noteholders shall be paid to the Notes in accordance with the
      applicable percentage as set forth in paragraph (i) below. Any installment
      of
      interest or principal, if any, payable on any Note that is punctually paid
      or
      duly provided for by the Issuer on the applicable Payment Date shall, if such
      Noteholder holds Notes of an aggregate initial Note Balance of at least
      $1,000,000, be paid to each Noteholder of record on the preceding Record Date,
      by wire transfer to an account specified in writing by such Noteholder
      reasonably satisfactory to the Indenture Trustee as of the preceding Record
      Date
      or in all other cases or if no such instructions have been delivered to the
      Indenture Trustee, by check to such Noteholder mailed to such Noteholder’s
      address as it appears in the Note Register the amount required to be distributed
      to such Noteholder on such Payment Date pursuant to such Noteholder’s Notes;
      provided, however, that the Indenture Trustee shall not pay to such Noteholders
      any amount required to be withheld from a payment to such Noteholder by the
      Code.

     

    (i)  The
      principal of each Note shall be due and payable in full on the Final Scheduled
      Payment Date for such Note as provided in the related form of Note set forth
      in
      Exhibits A-1, A-2 and A-3. All principal payments on the Notes shall be made
      to
      the Noteholders entitled thereto in accordance with the Percentage Interests
      represented by such Notes. The Indenture Trustee shall notify the Person in
      whose name a Note is registered at the close of business on the Record Date
      relating to the Payment Date immediately preceding the Final Scheduled Payment
      Date or other final Payment Date. Such notice shall be mailed or transmitted
      by
      facsimile no later than five Business Days prior to such Final Scheduled Payment
      Date or other final Payment Date and shall specify that payment of the principal
      amount and any interest due with respect to such Note at the Final Scheduled
      Payment Date or other final Payment Date will be payable only upon presentation
      and surrender of such Note and shall specify the place where such Note may
      be
      presented and surrendered for such final payment.

     

    (j)  On
      each
      Payment Date, following the foregoing distributions described in this Section
      3.05, an amount equal to the amount of Subsequent Recoveries included in the
      Principal Collections for each Loan Group and for such Payment Date shall be
      applied to increase the Class Principal Balance of the related Class of Notes
      with the Highest Priority up to the extent of such Realized Losses previously
      allocated to that Class of Notes pursuant to Section 3.26. An amount equal
      to
      the amount of any remaining Subsequent Recoveries shall be applied to increase
      the Class Principal Balance of the related Class of Notes with the next Highest
      Priority, up to the amount of such Realized Losses previously allocated to
      that
      Class of Notes pursuant to Section 3.26, and so on. Holders of such Notes will
      not be entitled to any distribution in respect of interest on the amount of
      such
      increases for any Accrual Period preceding the Payment Date on which such
      increase occurs. Any such increases shall be applied to the Class Principal
      Balance of each Note of such Class in accordance with its respective Percentage
      Interest.

     

    Section
      3.06  Protection
      of Trust Estate.

     

    (a)  As
      and
      when requested by the Indenture Trustee or the Insurer, the Issuer will from
      time to time authorize, execute and deliver all such supplements and amendments
      hereto and all such financing statements, continuation statements, instruments
      of further assurance and other instruments, and will take such other action
      necessary or advisable to:

     

    (i)  maintain
      or preserve the lien and security interest (and the priority thereof) of this
      Indenture or carry out more effectively the purposes hereof;

     

    (ii)  perfect,
      publish notice of or protect the validity of any Grant made or to be made by
      this Indenture; or

     

    (iii)  cause
      the
      Trust Estate to enforce any of the Loans;

     

    (iv)  preserve
      and defend title to the Trust Estate and the rights of the Indenture Trustee,
      the Insurer and the Noteholders in such Trust Estate against the claims of
      all
      persons and parties.

     

    (b)  Except
      as
      otherwise provided in this Indenture, the Indenture Trustee shall not remove
      any
      portion of the Trust Estate that consists of money, an instrument, tangible
      chattel paper, a negotiable document, a certificated security, or goods, or
      is
      evidenced by an instrument, certificate or other writing from the jurisdiction
      in which it was held at the date of the most recent Opinion of Counsel delivered
      pursuant to Section 3.07 (or from the jurisdiction in which it was held as
      described in the Opinion of Counsel delivered at the Closing Date pursuant
      to
      Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant
      to Section 3.07(b)) unless the Indenture Trustee shall have first received
      an Opinion of Counsel to the effect that the lien and security interest created
      by this Indenture with respect to such property will continue to be maintained
      after giving effect to such action or actions.

     

    The
      Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact
      to
      execute any instrument required to be executed pursuant to this
      Section 3.06.

     

    Section
      3.07  Opinions
      as to Trust Estate.

     

    (a)  On
      the
      Closing Date, the Issuer shall furnish to the Indenture Trustee, the Insurer
      and
      the Owner Trustee an Opinion of Counsel at the expense of the Issuer either
      stating that, in the opinion of such counsel, such action has been taken with
      respect to the recording and filing of this Indenture, any indentures
      supplemental hereto, and any other requisite documents, and with respect to
      the
      filing of any financing statements and continuation statements, as are necessary
      to perfect the lien and security interest in the Loans and reciting the details
      of such action, or stating that, in the opinion of such counsel, no such action
      is necessary to perfect such lien and security interest.

     

    (b)  On
      or
      before December 31st in each calendar year, beginning in 2007, the Issuer shall
      furnish to the Indenture Trustee and the Insurer an Opinion of Counsel at the
      expense of the Issuer either stating that, in the opinion of such counsel,
      such
      action has been taken with respect to the recording, filing, rerecording and
      re-filing of this Indenture, any indentures supplemental hereto and any other
      requisite documents and with respect to the filing of any financing statements
      and continuation statements as is necessary to maintain the lien and security
      interest in the Loans and reciting the details of such action or stating that
      in
      the opinion of such counsel no such action is necessary to maintain such lien
      and security interest. Such Opinion of Counsel shall also describe the
      recording, filing, re-recording and re-filing of this Indenture, any indentures
      supplemental hereto and any other requisite documents and the filing of any
      financing statements and continuation statements that will, in the opinion
      of
      such counsel, be required to maintain the lien and security interest in the
      Loans until December 31 in the following calendar year.

     

    Section
      3.08  Performance
      of Obligations; Servicing Agreement.

     

    (a)  The
      Issuer will punctually perform and observe all of its obligations and agreements
      contained in this Indenture, the Basic Documents and in the instruments and
      agreements included in the Trust Estate.

     

    (b)  The
      Issuer may contract with other Persons to assist it in performing its duties
      under this Indenture, and any performance of such duties by a Person identified
      to the Indenture Trustee in an Officer’s Certificate of the Issuer shall
      constitute performance of its duties under this Indenture. 

     

    (c)  The
      Issuer will not take any action or permit any action to be taken by others
      which
      would release any Person from any of such Person’s covenants or obligations
      under any of the documents relating to the Loans or under any instrument
      included in the Trust Estate, or which would result in the amendment,
      hypothecation, subordination, termination or discharge of, or impair the
      validity or effectiveness of, any of the documents relating to the Loans or
      any
      such instrument, except such actions as the Servicer is expressly permitted
      to
      take in the Servicing Agreement. The Indenture Trustee may exercise the rights
      of the Issuer to direct the actions of the Servicers pursuant to the Servicing
      Agreement.

     

    (d)  The
      Issuer may retain an administrator and may enter into contracts with other
      Persons for the performance of the Issuer’s obligations hereunder, and
      performance of such obligations by such Persons shall be deemed to be
      performance of such obligations by the Issuer.

     

    Section
      3.09  Negative
      Covenants.
      So long
      as any Notes are Outstanding, the Issuer shall not:

     

    (i)  except
      as
      expressly permitted by this Indenture, sell, transfer, exchange or otherwise
      dispose of the Trust Estate, unless directed to do so in writing by the
      Indenture Trustee;

     

    (ii)  claim
      any
      credit on, or make any deduction from the principal or interest payable in
      respect of, the Notes (other than amounts properly withheld from such payments
      under the Code) or assert any claim against any present or former Noteholder
      by
      reason of the payment of the taxes levied or assessed upon any part of the
      Trust
      Estate;

     

    (iii)  (A)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Notes under this Indenture except as may be
      expressly permitted hereby, (B) permit any lien, charge, excise, claim,
      security interest, mortgage or other encumbrance (other than the lien of this
      Indenture) to be created on or extend to or otherwise arise upon or burden
      the
      Trust Estate or any part thereof or any interest therein or the proceeds thereof
      or (C) permit the lien of this Indenture not to constitute a valid first
      priority security interest in the Trust Estate; or

     

    (iv)  waive
      or
      impair, or fail to assert rights under, the Loan Purchase Agreement or in any
      Basic Document, if any such action would materially and adversely affect the
      interests of the Noteholders or the Insurer.

     

    Section
      3.10  Annual
      Statement as to Compliance.
      The
      Issuer will deliver to the Indenture Trustee and the Insurer, within 120 days
      after the end of each fiscal year of the Issuer (commencing with the fiscal
      year
      2006), an Officer’s Certificate stating, as to the Authorized Officer signing
      such Officer’s Certificate, that:

     

    (i)  a
      review
      of the activities of the Issuer during such year and of its performance under
      this Indenture and the Trust Agreement has been made under such Authorized
      Officer’s supervision; and

     

    (ii)  to
      the
      best of such Authorized Officer’s knowledge, based on such review, the Issuer
      has complied with all conditions and covenants under this Indenture and the
      provisions of the Trust Agreement throughout such year, or, if there has been
      a
      default in its compliance with any such condition or covenant, specifying each
      such default known to such Authorized Officer and the nature and status
      thereof.

     

    Section
      3.11  Representations
      and Warranties Concerning the Loans.
      The
      Indenture Trustee, as the holder of a security interest in the Loans, has the
      benefit of the representations and warranties made by the Seller in the Loan
      Purchase Agreement concerning the Loans and the right to enforce, and upon
      direction of the Issuer, the Indenture Trustee shall endorse the remedies
      against the Seller provided in such Loan Purchase Agreement to the same extent
      as though such representations and warranties were made directly to the
      Indenture Trustee.

     

    Section
      3.12  Assignee
      of Record of the Loans.
      The
      Issuer hereby directs and authorizes the Indenture Trustee to hold record title
      to the Loans by being named as payee in the endorsements of the Mortgage Notes
      and assignee in any Assignments of Mortgage required to be recorded under the
      terms of the Loan Purchase Agreement. Except as expressly provided in the Loan
      Purchase Agreement or in the Servicing Agreement with respect to any specific
      Loan, the Indenture Trustee shall not execute any endorsement or assignment
      or
      otherwise release or transfer such record title to any of the Loans until such
      time as the remaining Trust may be released pursuant to Section 8.05(b).
      The Indenture Trustee’s holding of such record title shall in all respects be
      subject to its fiduciary obligations to the Noteholders hereunder.

     

    Section
      3.13  Investment
      Company.
      The
      Issuer shall not become an “investment company” or under the “control” of an
“investment company” as such terms are defined in the Investment Company Act of
      1940, as amended (or any successor or amendatory statute), and the rules and
      regulations thereunder (taking into account not only the general definition
      of
      the term “investment company” but also any available exceptions to such general
      definition); provided, however, that the Issuer shall be in compliance with
      this
      Section 3.13 if it shall have obtained an order exempting it from
      regulation as an “investment company” so long as it is in compliance with the
      conditions imposed in such order.

     

    Section
      3.14  Servicer
      as Agent and Bailee of the Indenture Trustee.
      Solely
      for purposes of perfection under Article 9 of the UCC or other similar
      applicable law, rule or regulation, the Issuer, the Indenture Trustee hereby
      acknowledge that the Servicers are acting as agent and bailee of the Indenture
      Trustee in holding amounts (a) on deposit in the Custodial Accounts pursuant
      to
      Section 3.02 of the Servicing Agreement that are allocable to the Loans, as
      well as its agent and bailee in holding any Related Documents released to the
      Servicers pursuant to Section 3.06(c) of the Servicing Agreement, and any
      other items constituting a part of the Trust Estate which from time to time
      come
      into the possession of the Servicers. It is intended that, by the Servicer’s
      acceptance of such agency pursuant to Section 3.02 of the Servicing
      Agreement, the Indenture Trustee will have a perfected security interest in
      such
      Related Documents, such monies and such other items for purposes of
      Article 9 of the UCC.

     

    Section
      3.15  Issuer
      May Consolidate, etc.

     

    (a)  The
      Issuer shall not consolidate or merge with or into any other Person, unless
      the
      Insurer consents thereto and:

     

    (i)  the
      Person (if other than the Issuer) formed by or surviving such consolidation
      or
      merger shall be a Person organized and existing under the laws of the United
      States of America or any state or the District of Columbia and shall expressly
      assume, by an indenture supplemental hereto, executed and delivered to the
      Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee
      and
      Insurer, the due and punctual payment of the principal of and interest on all
      Notes, the payment of the Insurer Premium to the Insurer and all other amounts
      payable to the Indenture Trustee, the Counterparty, the Insurer, the payment
      to
      the Certificate Paying Agent, of all amounts due to the Certificateholders
      and
      the performance or observance of every agreement and covenant of this Indenture
      on the part of the Issuer to be performed or observed, all as provided
      herein;

     

    (ii)  immediately
      after giving effect to such transaction, no Event of Default shall have occurred
      and be continuing;

     

    (iii)  the
      Rating Agencies shall have notified the Issuer and the Insurer, with respect
      to
      the Class 2A-1 Notes and Class G Certificates, that such transaction shall
      not
      cause the rating of any of the Notes or Certificates to be reduced, suspended
      or
      withdrawn or to be considered by either Rating Agency to be below investment
      grade, without regard to the Policy;

     

    (iv)  the
      Issuer shall have received an Opinion of Counsel (and shall have delivered
      copies thereof to the Indenture Trustee) to the effect that such transaction
      will not have any material adverse tax consequence to the Issuer, any Noteholder
      or any Certificateholder;

     

    (v)  any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture, and the perfection and priority thereof, shall have been taken;
      and

     

    (vi)  the
      Issuer shall have delivered to the Indenture Trustee and Insurer an Officer’s
      Certificate and an Opinion of Counsel each stating that such consolidation
      or
      merger and such supplemental indenture comply with this Section 3.15 and
      that all conditions precedent herein provided for relating to such transaction
      have been complied with (including any filing required by the Exchange
      Act).

     

    (b)  The
      Issuer shall not convey or transfer its properties or assets, including those
      included in the Trust Estate as an entirety or substantially as an entirety,
      to
      any Person, unless the Insurer consents thereto and:

     

    (i)  the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Issuer the conveyance or transfer of which is hereby restricted shall (A) be
      a
      United States citizen or a Person organized and existing under the laws of
      the
      United States of America or any state, (B) expressly assumes, by an indenture
      supplemental hereto, executed and delivered to the Indenture Trustee and the
      Insurer, in form satisfactory to the Indenture Trustee, the due and punctual
      payment of the principal of and interest on all Notes, the payment of the
      Insurer Premium and the performance or observance of every agreement and
      covenant of this Indenture on the part of the Issuer to be performed or
      observed, all as provided herein, (C) expressly agrees by means of such
      supplemental indenture that all right, title and interest so conveyed or
      transferred shall be subject and subordinate to the rights of Noteholders,
      (D)
      unless otherwise provided in such supplemental indenture, expressly agrees
      to
      indemnify, defend and hold harmless the Issuer, the Insurer and the Indenture
      Trustee against and from any loss, liability or expense arising under or related
      to this Indenture and the Notes and (E) expressly agrees by means of such
      supplemental indenture that such Person (or if a group of Persons, then one
      specified Person) shall make all filings with the Securities and Exchange
      Commission (and any other appropriate Person) required by the Exchange Act
      in
      connection with the Notes;

     

    (ii)  immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing;

     

    (iii)  the
      Rating Agencies shall have notified the Issuer (with a copy to the Indenture
      Trustee and the Insurer) that such transaction shall not cause the rating of
      the
      Notes or the Certificates to be reduced, suspended or withdrawn without regard
      to the Policy;

     

    (iv)  the
      Issuer shall have received an Opinion of Counsel (and shall have delivered
      copies thereof to the Indenture Trustee and the Insurer) to the effect that
      such
      transaction will not have any material adverse tax consequence to the Issuer
      or
      any Noteholder;

     

    (v)  any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture, and the perfection and priority thereof, shall have been taken;
      and

     

    (vi)  the
      Issuer shall have delivered to the Indenture Trustee and the Insurer an
      Officer’s Certificate and an Opinion of Counsel stating that such conveyance or
      transfer and such supplemental indenture comply with this Article III and
      that all conditions precedent herein provided for relating to such transaction
      have been complied with (including any filing required by the Exchange
      Act).

     

    Section
      3.16  Successor
      or Transferee.

     

    (a)  Upon
      any
      consolidation or merger of the Issuer in accordance with Section 3.15(a),
      the Person formed by or surviving such consolidation or merger (if other than
      the Issuer) shall succeed to, and be substituted for, and may exercise every
      right and power of, the Issuer under this Indenture with the same effect as
      if
      such Person had been named as the Issuer herein.

     

    (b)  Upon
      a
      conveyance or transfer of all the assets and properties of the Issuer pursuant
      to Section 3.15(b), the Issuer will be released from every covenant and
      agreement of this Indenture to be observed or performed on the part of the
      Issuer with respect to the Notes immediately upon the delivery of written notice
      to the Indenture Trustee and the Insurer of such conveyance or
      transfer.

     

    Section
      3.17  No
      Other Business.
      The
      Issuer shall not engage in any business other than financing, purchasing, owning
      and selling and managing the Loans and the issuance of the Notes and
      Certificates in the manner contemplated by this Indenture and the Basic
      Documents and all activities incidental thereto.

     

    Section
      3.18  No
      Borrowing.
      Except
      as contemplated by the Indenture or the Basic Documents, the Issuer shall not
      issue, incur, assume, guarantee or otherwise become liable, directly or
      indirectly, for any indebtedness except for the Notes.

     

    Section
      3.19  Guarantees,
      Loans, Advances and Other Liabilities.
      Except
      as contemplated by this Indenture or the Basic Documents, the Issuer shall
      not
      make any loan or advance or credit to, or guarantee (directly or indirectly
      or
      by an instrument having the effect of assuring another’s payment or performance
      on any obligation or capability of so doing or otherwise), endorse or otherwise
      become contingently liable, directly or indirectly, in connection with the
      obligations, stocks or dividends of, or own, purchase, repurchase or acquire
      (or
      agree contingently to do so) any stock, obligations, assets or securities of,
      or
      any other interest in, or make any capital contribution to, any other
      Person.

     

    Section
      3.20  Capital
      Expenditures.
      The
      Issuer shall not make any expenditure (by long-term or operating lease or
      otherwise) for capital assets (either realty or personalty).

     

    Section
      3.21  Owner
      Trustee Not Liable for Certificates or Related Documents.
      The
      recitals contained herein 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 Indenture, of any Basic Document or of the Certificate
      (other than the signatures of the Owner Trustee on the Certificate) 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
      Certificateholder under the Trust Agreement or the Noteholders under this
      Indenture, including, the compliance by the Depositor or the Seller 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 other than any such action taken
      at the direction of the Owner Trustee.

     

    Section
      3.22  Restricted
      Payments.
      The
      Issuer shall not, directly or indirectly, (i) pay any dividend or make any
      distribution (by reduction of capital or otherwise), whether in cash, property,
      securities or a combination thereof, to the Owner Trustee or any owner of a
      beneficial interest in the Issuer or otherwise with respect to any ownership
      or
      equity interest or security in or of the Issuer, (ii) redeem, purchase, retire
      or otherwise acquire for value any such ownership or equity interest or security
      or (iii) set aside or otherwise segregate any amounts for any such purpose;
      provided, however, that the Issuer may make, or cause to be made, (x)
      distributions to the Owner Trustee and the Certificateholder as contemplated
      by,
      and to the extent funds are available for such purpose under the Trust Agreement
      and this Indenture and (y) payments to the Servicers pursuant to the terms
      of
      the Servicing Agreement. The Issuer shall not, directly or indirectly, make
      payments to or distributions from the Custodial Account except in accordance
      with this Indenture and the Basic Documents.

     

    Section
      3.23  Notice
      of Events of Default.
      The
      Issuer shall give the Indenture Trustee, the Insurer and the Rating Agencies
      prompt written notice of each Event of Default hereunder and under the Trust
      Agreement.

     

    Section
      3.24  Further
      Instruments and Acts.
      Upon
      request of the Indenture Trustee or the Insurer, the Issuer will authorize,
      execute and deliver such further instruments and do such further acts as may
      be
      reasonably necessary or proper to carry out more effectively the purpose of
      this
      Indenture.

     

    Section
      3.25  Statements
      to Noteholders.
      On each
      Payment Date, the Indenture Trustee shall make available on its website at
      http://www.usbank.com/abs or such other website as the Indenture Trustee may
      designate from time to time to the Insurer, each Noteholder and
      Certificateholder, respectively, (a) the Servicing Certificates received by
      it,
      on the related Data Remittance Date pursuant to Section 4.01 of the
      Servicing Agreement and (b) a monthly statement prepared by the Indenture
      Trustee on the basis of the Servicing Certificates setting forth the items
      listed on Exhibit N

     

    Assistance
      in using the Indenture Trustee’s website can be obtained by calling the
      Indenture Trustee’s customer service desk at (800) 934-6802.

     

    Section
      3.26  Allocation
      of Realized Losses.
      (i) On
      any Payment Date in which the Group 1 Overcollateralization Amount has been
      reduced to zero, and an Applied Loss Amount exists for Loan Group 1, such
      Applied Loss Amount shall be allocated in the following priority:

     

    (a)  first,
      the Class Principal Balance of the Class 1B-2 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (b)  second,
      the Class Principal Balance of the Class 1B-1 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (c)  third,
      the Class Principal Balance of the Class 1M-9 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (d)  fourth,
      the Class Principal Balance of the Class 1M-8 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (e)  fifth,
      the Class Principal Balance of the Class 1M-7 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (f)  sixth,
      the Class Principal Balance of the Class 1M-6 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (g)  seventh,
      the Class Principal Balance of the Class 1M-5 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (h)  eighth,
      the Class Principal Balance of the Class 1M-4 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (i)  ninth,
      the Class Principal Balance of the Class 1M-3 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (j)  tenth,
      the Class Principal Balance of the Class 1M-2 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero;
      and

     

    (k)  eleventh,
      the Class Principal Balance of the Class 1M-1 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero.

     

    (ii)
      On
      any Payment Date in which the Group 2 Overcollateralization Amount has been
      reduced to zero, and an Applied Loss Amount exists, such Applied Loss Amount
      shall be allocated in the following priority:

     

    (a)  first,
      the Class Principal Balance of the Class 1M-2 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero;
      and

     

    (b)  second,
      the Class Principal Balance of the Class 1M-1 Notes shall be reduced, until
      the Class Principal Balance thereof has been reduced to zero.

     

    The
      Class Principal Balance of the Class 1A-1, Class 1A-2, Class 1A-3 and Class
      2A-1 Notes and the Class G, Class 1A-R, Class 1P, Class 2A-R and Class 2P
      Certificates will not be so reduced and will continue to receive Current
      Interest thereon in accordance with Section 3.05(b). After the aggregate
      Class Principal Balance of the related Class M Notes and Class B Notes has
      been
      reduced to zero, any payments of principal to the related Class A Notes shall
      continue to made in accordance with the payment priorities set forth in Section
      3.05 hereof.

     

    (iii) All
      Realized Losses on the Group 1 Loans shall be allocated on each Payment Date
      to
      the following REMIC IA Regular Interests: first,
      to
      REMIC IA Regular Interests LTIA-1 until the Uncertificated Principal Balance
      thereof has been reduced to zero, then to REMIC IA Regular Interest LTIA-PF
      until the Uncertificated Principal Balance thereof has been reduced to zero,
      however, that with respect to the first three Payment Dates, Realized Losses
      relating to the Initial Group I Loans shall be allocated to REMIC IA Regular
      Interest LTIA-1 and Realized Losses relating to the Subsequent Group 1 Loans
      shall be allocated to REMIC IA Regular Interest LTIA-PF until the Uncertificated
      Principal Balance thereof has been reduced to zero. 

     

    (iv) All
      Realized Losses on the REMIC IA Regular Interests LTIA-1 and LTIA-PF shall
      be
      deemed to have been allocated to the following REMIC IB Regular Interests in
      the
      specified percentages, as follows: first, on each Distribution Date, to REMIC
      IB
      Regular Interest LTIB-1X-1, in the same amount and in the same priority as
      Realized Losses are allocated to the Corresponding Certificate until such REMIC
      IB Regular Interest has been reduced to zero; and second, to the REMIC IB
      Regular Interest LTIB-1-A and REMIC 2 Regular Interest LTIB-1-B, pro rata until
      each such REMIC IB Regular Interest has been reduced to zero. 

     

    (v) All
      Realized Losses on the REMIC IB Regular Interests shall be deemed to have been
      allocated to the following REMIC IC Regular Interests in the specified
      percentages, as follows: first to Uncertificated Accrued Interest payable to
      the
      REMIC IC Regular Interests LTIC-1AA and LTIC-1ZZ up to an aggregate amount
      equal
      to the excess of (a) the REMIC IC Interest Loss Allocation Amount over (b)
      Prepayment Interest Shortfalls (to the extent not covered by Compensating
      Interest) relating to the Loans for such Payment Date, 98% and 2%, respectively;
      second, to the Uncertificated Principal Balances of the REMIC IC Regular
      Interests LTIC-1AA and LTIC-1ZZ up to an aggregate amount equal to the REMIC
      IC
      Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
      Uncertificated Principal Balances of REMIC IC Regular Interest LTIC-1AA, REMIC
      IC Regular Interest LTIC-1B-2 and REMIC IC Regular Interest LTIC-1ZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IC
      Regular Interests LTIC-1B-2 have been reduced to zero; fourth, to the
      Uncertificated Principal Balances of REMIC IC Regular Interest LTIC-1AA, REMIC
      IC Regular Interest LTIC-1B-1 and REMIC IC Regular Interest LTIC-1ZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IC
      Regular Interest LTIC-1B-1 has been reduced to zero; fifth, concurrently to
      the
      Uncertificated Principal Balances of REMIC IC Regular Interest LTIC-1AA, REMIC
      IC Regular Interest LTIC-1M-9 and REMIC IC Regular Interest LTIC-1ZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IC
      Regular Interest LTIC-1M-9 has each been reduced to zero; sixth, to the
      Uncertificated Principal Balances of REMIC IC Regular Interest LTIC-1AA, REMIC
      IC Regular Interest LTIC-1M-8 and REMIC IC Regular Interest LTIC-1ZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IC
      Regular Interest LTIC-1M-8 has been reduced to zero; seventh, to the
      Uncertificated Principal Balances of REMIC IC Regular Interest LTIC-1AA, REMIC
      IC Regular Interest LTIC-1M-7 and REMIC IC Regular Interest LTIC-1ZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IC
      Regular Interest LTIC-1M-7 has been reduced to zero; eighth, to the
      Uncertificated Principal Balances of REMIC IC Regular Interest LTIC-1AA, REMIC
      IC Regular Interest LTIC-1M-6 and REMIC IC Regular Interest LTIC-1ZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IC
      Regular Interest LTIC-1M-6 has been reduced to zero; ninth, to the
      Uncertificated Principal Balances of REMIC IC Regular Interest LTIC-1AA, REMIC
      IC Regular Interest LTIC-1M-5 and REMIC IC Regular Interest LTIC-1ZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IC
      Regular Interest LTIC-1M-5 has been reduced to zero; tenth, to the
      Uncertificated Principal Balances of REMIC IC Regular Interest LTIC-1AA, REMIC
      IC Regular Interest LTIC-1M-4 and REMIC IC Regular Interest LTIC-1ZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IC
      Regular Interest LTIC-1M-4 has been reduced to zero; eleventh, to the
      Uncertificated Principal Balances of REMIC IC Regular Interest LTIC-1AA, REMIC
      IC Regular Interest LTIC-1M-3 and REMIC IC Regular Interest LTIC-1ZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IC
      Regular Interest LTIC-1M-3 has been reduced to zero; twelfth, to the
      Uncertificated Principal Balances of REMIC IC Regular Interest LTIC-1AA, REMIC
      IC Regular Interest LTIC-1M-2 and REMIC IC Regular Interest LTIC-1ZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IC
      Regular Interest LTIC-1M-2 has been reduced to zero; and thirteenth, to the
      Uncertificated Principal Balances of REMIC IC Regular Interest LTIC-1AA, REMIC
      IC Regular Interest LTIC-1M-1 and REMIC IC Regular Interest LTIC-1ZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IC
      Regular Interest LTIC-1M-1 has been reduced to zero.

     

    (vi) All
      Realized Losses on the Group 2 Loans shall be allocated on each Payment Date
      to
      the following REMIC IIA Regular Interests: 
      first,
      to REMIC IIA Regular Interests LTIIA-1 until the Uncertificated Principal
      Balance thereof has been reduced to zero, then to REMIC IIA Regular Interest
      LTIIA-PF until the Uncertificated Principal Balance thereof has been reduced
      to
      zero, however, that with respect to the first three Payment Dates, Realized
      Losses relating to the Initial Group I Loans shall be allocated to REMIC IIA
      Regular Interest LTIIA-1 and Realized Losses relating to the Subsequent Group
      2
      Loans shall be allocated to REMIC IIA Regular Interest LTIIA-PF until the
      Uncertificated Principal Balance thereof has been reduced to zero. 

     

    (vii)
      All
      Realized Losses on the REMIC IIA Regular Interests LTIIA-1 and LTIIA-PF shall
      be
      deemed to have been allocated to the following REMIC IIB Regular Interests
      in
      the specified percentages, as follows: first to Uncertificated Accrued Interest
      payable to the REMIC IIB Regular Interests LTIIB-2AA and LTIIB-2ZZ up to an
      aggregate amount equal to the excess of (a) the REMIC IIB Interest Loss
      Allocation Amount over (b) Prepayment Interest Shortfalls (to the extent not
      covered by Compensating Interest) relating to the Loans for such Payment Date,
      98% and 2%, respectively; second, to the Uncertificated Principal Balances
      of
      the REMIC IIB Regular Interests LTIIB-2AA and LTIIB-2ZZ up to an aggregate
      amount equal to the REMIC IIB Principal Loss Allocation Amount, 98% and 2%,
      respectively; third, to the Uncertificated Principal Balances of REMIC IIB
      Regular Interest LTIIB-2AA, REMIC IIB Regular Interest LTIIB-2M-2 and REMIC
      IIB
      Regular Interest LTIIB-2ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC IIB Regular Interest LTIIB-2M-2 has
      been reduced to zero; and fourth, to the Uncertificated Principal Balances
      of
      REMIC IIB Regular Interest LTIIB-2AA, REMIC IIB Regular Interest LTIIB-2M-1
      and
      REMIC IIB Regular Interest LTIIB-2ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC IIB Regular Interest LTIIB-2M-1 has
      been reduced to zero.

     

    Section
      3.27  Determination
      of the LIBOR Rate.
      On each
      LIBOR Rate Adjustment Date, LIBOR shall be established by the Indenture Trustee
      and as to any Accrual Period, LIBOR will equal the rate for United States dollar
      deposits for one month which appears on the Dow Jones Telerate Screen Page
      3750
      as of 11:00 A.M., London time, on that LIBOR rate adjustment date. Dow Jones
      Telerate Screen Page 3750 means the display designated as page 3750 on the
      Telerate Service or any other page as may replace page 3750 on that service
      for
      the purpose of displaying London interbank offered rates of major banks. If
      the
      rate does not appear on that page or any other page as may replace that page
      on
      that service, or if the service is no longer offered, any other service for
      displaying LIBOR or comparable rates as may be selected by the Indenture Trustee
      after consultation with the Seller, the rate will be the reference bank
      rate.

     

    The
      Reference Bank Rate will be determined on the basis of the rates at which
      deposits in the U.S. Dollars are offered by the reference banks, which shall
      be
      three major banks that are engaged in transactions in the London interbank
      market, selected by the Indenture Trustee after consultation with the Seller.
      The Reference Bank Rate will be determined as of 11:00 A.M., London time, on
      the
      LIBOR Rate Adjustment Date on the basis of rates offered by the Reference Banks
      to prime banks in the London interbank market for a period of one month in
      amounts approximately equal to the aggregate Class Principal Balance of the
      Class 1A-3, Class 2A-1, Class M and Class B Notes and Class G
      Certificates. The Indenture Trustee will request the principal London office
      of
      each of the Reference Banks to provide a quotation of its rate. If at least
      two
      quotations are provided, the rate will be the arithmetic mean of the quotations.
      If on that date fewer than two quotations are provided as requested, the rate
      will be the arithmetic mean of the rates quoted by one or more major banks
      in
      New York City, selected by the Indenture Trustee after consultation with the
      Seller, as of 11:00 A.M., New York City time, on that date for loans in
      U.S. Dollars to leading European banks for a period of one month in amounts
      approximately equal to the aggregate Class Principal Balance of the
      Class 1A-3, Class 2A-1, Class M and Class B Notes and Class G
      Certificates. If no quotations can be obtained, the rate will be LIBOR for
      the
      prior Payment Date; provided however, if, under the priorities listed previously
      in this paragraph, LIBOR for a Payment Date would be based on LIBOR for the
      previous Payment Date for the third consecutive Payment Date, the Indenture
      Trustee after consultation with the Seller shall select an alternative
      comparable index over which the Indenture Trustee has no control, used for
      determining one-month Eurodollar lending rates that is calculated and published
      or otherwise made available by an independent party.

     

    The
      establishment of LIBOR by the Indenture Trustee and the Indenture Trustee’s
      subsequent calculation of the Note Interest Rate applicable to the Class A,
      Class M and Class B Notes and Class G Certificates for the relevant
      Accrual Period, in the absence of manifest error, will be final and
      binding.

     

    Section
      3.28  Liquidation
      on Final Maturity Date.
      On the
      Final Maturity Date, if the Securities are not paid in full on or prior to
      the
      Final Maturity Date, the Indenture Trustee shall take full account of the assets
      and liabilities of the Issuer, shall liquidate the assets, in a commercially
      reasonable manner and on commercially reasonable terms, as promptly as is
      consistent with obtaining the fair value thereof and in accordance with
      Section 5.15, and shall apply and distribute the proceeds therefrom in the
      order of priority described in Section 3.05(b), (c), (d) and
      (e).

     

    Section
      3.29  No
      Recourse.
      Upon
      the occurrence of an Event of Default under the Notes, this Indenture or the
      other Basic Documents, Noteholders shall have recourse only to the related
      Collateral and all proceeds thereof, as and to the extent provided herein,
      and
      no recourse shall be had by such Noteholders against the Issuer or its other
      assets or properties.

     

    Section
      3.30  Additional
      Representations.
      The
      Issuer hereby represents and warrants to the Indenture Trustee and the Insurer
      that as of the Closing Date:

     

    (a)  This
      Indenture creates a valid and continuing security interest (as defined in the
      applicable UCC) in the Mortgage Notes in favor of the Indenture Trustee, which
      security interest is prior to all other Liens (except as expressly permitted
      otherwise in this Indenture), and is enforceable as such as against creditors
      of
      and purchasers from the Issuer.

     

    (b)  The
      Mortgage Notes constitute “instruments” within the meaning of the applicable
      UCC.

     

    (c)  The
      Issuer owns and has good and marketable title to the Mortgage Notes free and
      clear of any Lien of any Person.

     

    (d)  The
      original executed copy of each Mortgage Note (except for any Mortgage Note
      with
      respect to which a Lost Note Affidavit has been delivered to a Custodian) has
      been delivered to a Custodian.

     

    (e)  The
      Issuer has received a written acknowledgment from a Custodian that such
      Custodian is acting solely as agent of the Indenture Trustee.

     

    (f)  Other
      than the security interest granted to the Indenture Trustee pursuant to this
      Indenture, the Issuer has not pledged, assigned, sold, granted a security
      interest in, or otherwise conveyed any of the Mortgage Notes. The Issuer has
      not
      authorized the filing of and is not aware of any financing statements against
      the Issuer that include a description of collateral covering the Mortgage Notes
      other than any financing statement relating to the security interest granted
      to
      the Indenture Trustee hereunder or any security interest that has been
      terminated. The Issuer is not aware of any judgment or tax lien filings against
      the Issuer.

     

    (g)  None
      of
      the Mortgage Notes has any marks or notations indicating that they have been
      pledged, assigned or otherwise conveyed to any Person other than the Indenture
      Trustee, except for (i) any endorsements that are part of a complete chain
      of
      endorsements from the originator of the Mortgage Note to the Indenture Trustee,
      and (ii) any marks or notations pertaining to Liens that have been terminated
      or
      released.

     

    (h)  With
      respect to that portion of the Collateral described in clause (f), the Issuer
      represents to the Indenture Trustee that:

     

    (i)  This
      Indenture creates a valid and continuing security interest (as defined in the
      applicable UCC) in the Collateral in favor of the Indenture Trustee and, with
      respect to Loan Group 1, the Counterparty, which security interest is prior
      to
      all other liens, and is enforceable as such as against creditors of and
      purchasers from the Issuer.

     

    (ii)  The
      Collateral constitutes “general intangibles” within the meaning of the
      applicable UCC.

     

    (iii)  The
      Issuer owns and has good and marketable title to the Collateral, free and clear
      of any lien, claim or encumbrance of any Person.

     

    (iv)  Other
      than the security interest granted to the Indenture Trustee pursuant to this
      Indenture, the Issuer has not pledged, assigned, sold, granted a security
      interest in, or otherwise conveyed any of the Collateral.

     

    Section
      3.31  The
      Swap Agreement.

     

    (a)  The
      Indenture Trustee shall deposit any amounts received by it with respect to
      the
      Swap Agreement into the Swap Account.

     

    (b)  On
      the
      Closing Date, the Indenture Trustee shall establish and maintain in its name,
      in
      trust for the benefit of the Noteholders and Certificateholders related to
      Loan
      Group 1, the Swap Account. The Swap Account shall be an Eligible Account, and
      funds on deposit therein shall be held separate and apart from, and shall not
      be
      commingled with, any other moneys, including without limitation, other moneys
      held by the Indenture Trustee pursuant to this Agreement. 

     

    (c)  Net
      Swap
      Payments and Swap Termination Payments (other than Swap Termination Payments
      resulting from a Counterparty Trigger Event and to the extent not paid by the
      Indenture Trustee from any upfront payment received pursuant to any related
      replacement swap agreement that may be entered into by the Indenture Trustee)
      payable by the Indenture Trustee, to the Counterparty pursuant to the Swap
      Agreement shall be deducted from the Interest Remittance Amount for Loan Group
      1, and to the extent of any such remaining amounts due, from the Principal
      Remittance Amount for Loan Group 1, prior to any distributions to the related
      Securityholders. On or before each Swap Payment Date, such amounts will be
      remitted to the Counterparty, first to make any Net Swap Payment owed to the
      Counterparty pursuant to the Swap Agreement for such Swap Payment Date, and
      second to make any Swap Termination Payment (not due to a Counterparty Trigger
      Event and to the extent not paid by the Indenture Trustee from any upfront
      payment received pursuant to any related replacement swap agreement that may
      be
      entered into by the Indenture Trustee) owed to the Counterparty pursuant to
      the
      Swap Agreement for such Swap Payment Date. For federal income tax purposes,
      such
      amounts paid to the Counterparty on each Swap Payment Date shall first be deemed
      paid to the Counterparty in respect of REMIC ID Regular Interest IO to the
      extent of the amount distributable on such REMIC ID Regular Interest IO on
      such
      Payment Date, and any remaining amount shall be deemed paid to the Counterparty
      in respect of a Class IO Distribution Amount. Any Swap Termination Payment
      triggered by a Counterparty Trigger Event owed to the Counterparty pursuant
      to
      the Swap Agreement will be subordinated to distributions to the Holders of
      the
      Class 1A, Class 1M, Class 1B Notes and Class 1X-1 and Class 1P Certificates
      and
      shall be paid as set forth under Section 3.05(e)(I)(xxviii).

     

    (d)  The
      Indenture Trustee shall terminate the Swap Agreement upon the occurrence of
      an
      event of default under the Swap Agreement of which a Responsible Officer of
      the
      Indenture Trustee has actual knowledge. Upon such a termination, the
      Counterparty may be required to pay a termination payment to the Indenture
      Trustee in respect of the Swap Agreement. Any such termination payment shall
      be
      applied by the Indenture Trustee to the purchase of a substantially equivalent
      swap agreement at the written direction of the Majority in Interest Class 1X-1
      Certificateholder. In the event that a replacement swap agreement is not
      obtained within 30 days after receipt by the Indenture Trustee, on behalf of
      the
      Trust, of the Swap Termination Payment paid by the original Counterparty, the
      Indenture Trustee will deposit such Swap Termination Payment into the Swap
      Account and will, on each Payment Date, withdraw from the Swap Account an amount
      equal to the Net Swap Payment, if any, that would have been paid to the Trust
      by
      the original Counterparty (computed in accordance with the terms of the original
      Swap Agreement) and distribute such amount in the priority set forth
      below.

     

    (e)  In
      connection with paragraph 7(i) of the ISDA credit support annex, upon the
      Counterparty's failure to post collateral with the Indenture Trustee, the
      Indenture Trustee (to the extent it has actual knowledge) shall provide, no
      later than the next Business Day after the date such collateral was required
      to
      be posted, to the Counterparty a written notice of such
      failure.

     

    (f)  For
      federal income tax purposes, each holder of a Class 1A, Class 1M and Class
      1B
      Note is deemed to own an undivided beneficial ownership interest in a REMIC
      regular interest and the right to receive payments from either the related
      Basis
      Risk Reserve Fund or the Swap Account in respect of the Basis Risk Shortfall
      or
      the obligation to make payments to the Swap Account. For federal income tax
      purposes, the Indenture Trustee will account for payments to each Class 1A,
      Class 1M and Class 1B Note as follows: each Class 1A, Class 1M and Class 1B
      Note
      will be treated as receiving their entire payment from REMIC ID (regardless
      of
      any Swap Termination Payment or obligation under the Swap Agreement) and
      subsequently paying their portion of any Swap Termination Payment in respect
      of
      each such Class’ obligation under the Swap Agreement. In the event that any such
      Class is resecuritized in a REMIC, the obligation under the Swap Agreement
      to
      pay any such Swap Termination Payment will be made by one or more of the REMIC
      Regular Interests issued by the resecuritization REMIC subsequent to such REMIC
      Regular Interest receiving its full payment from any such Class 1A, Class 1M
      and
      Class 1B Note. 

     

    (g)  The
      REMIC
      regular interest corresponding to a Class 1A, Class 1M and Class 1B Note will
      be
      entitled to receive interest and principal payments at the times and in the
      amounts equal to those made on the Note to which it corresponds, except that
      (i)
      the maximum interest rate of that REMIC regular interest will equal the related
      Net Funds Cap computed for this purpose by limiting the notional amount of
      the
      Swap Agreement to the aggregate principal balance of the related Loans and
      (ii)
      any Swap Termination Payment will be treated as being payable solely from
      related Monthly Excess Cashflow. As a result of the foregoing, the amount of
      distributions and taxable income on the REMIC regular interest corresponding
      to
      a Class 1A, Class 1M and Class 1B Note may exceed the actual amount of
      distributions on the Class 1A, Class 1M and Class 1B Note. 

     

    (h)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Swap Account be disregarded as an entity
      separate from the Holder of the Class 1X-1 Certificates unless and until the
      date when either (a) there is more than one Class 1X-1 Certificateholder or
      (b)
      any Class of Notes or Certificates in addition to the Class 1X-1 Certificates
      is
      recharacterized as an equity interest in the Swap Account for federal income
      tax
      purposes, in which case it is the intention of the parties hereto that, for
      federal and state income and state and local franchise tax purposes, the Swap
      Account be treated as a partnership. The Swap Account will be an “outside
      reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h).


     

    Section
      3.32  Basis
      Risk Reserve Funds.

     

    (a)  On
      the
      Closing Date, the Indenture Trustee shall establish and maintain in its name,
      in
      trust for the benefit of the Holders of the Class A, Class M and Class B Notes,
      the Basis Risk Reserve Funds. Each Basis Risk Reserve Fund shall be an Eligible
      Account, and funds on deposit therein shall be held separate and apart from,
      and
      shall not be commingled with, any other moneys, including without limitation,
      other moneys held by the Indenture Trustee pursuant to this
      Indenture.

     

    (b)  On
      the
      Closing Date, $1,000 will be deposited by the Depositor into each Basis Risk
      Reserve Fund. On each Payment Date, the Indenture Trustee shall transfer from
      the Payment Account to related Basis Risk Reserve Fund pursuant to Sections
      3.05(e)(I)(xxix) and 3.05(e)(II)(xi), the related Required Reserve Fund Deposit.
      Amounts on deposit in the related Basis Risk Reserve Fund may be withdrawn
      by
      the Indenture Trustee in connection with any Payment Date to fund the amounts
      required to be distributed to holders of the related 

     

    (c)  Class
      A,
      Class M and Class B Notes and Class G Certificates pursuant to Sections
      3.05(e)(I)(xv) through (xxvi) and 3.05(e)(II)(vii) through (ix) to the extent
      related Monthly Excess Cashflow and amounts from the Swap Agreement on such
      date
      are insufficient to make such payments. Any such amounts distributed shall
      be
      treated for federal tax purposes as amounts distributed by REMIC ID to the
      Class
      1X-1 Certificateholders in the case of the Basis Risk Reserve Fund related
      to
      Loan Group 1, and as amounts distributed by REMIC IIC to the Class 2X-1
      Certificateholders in the case of the Basis Risk Reserve Fund related to Loan
      Group 2. On any Payment Date, any amounts on deposit in related Basis Risk
      Reserve Fund in excess of the related Required Reserve Fund Amount shall be
      distributed to the Class 1X-1 Certificateholder or Class 2X-1 Certificateholder,
      as applicable, pursuant to Sections 3.05(e)(I)(xxx) and
      3.05(e)(II)(xii).

     

    (d)  Amounts
      distributed pursuant to clauses (xv) through (xxvi) of Section 3.05(e)(I) for
      such Payment Date shall be treated for federal income tax purposes as amounts
      distributed by REMIC ID to the Class 1X-1 Certificateholders. Amounts
      distributed pursuant to clauses (vii) through (ix) of Section 3.05(e)(II) for
      such Payment Date shall be treated for federal income tax purposes as amounts
      distributed by REMIC IIC to the Class 2X-1 Certificateholders

     

    (e)  Funds
      in
      each Basis Risk Reserve Fund may be invested in Permitted Investments by the
      Indenture Trustee at the written direction of the majority Holder of the Class
      1X-1 Certificates or the Class 2X-1 Certificates. Any net investment earnings
      on
      such amounts shall be payable to the Holder of the Class 1X-1 Certificates
      or
      the Class 2X-1 Certificates, as applicable, on each Payment Date. In the absence
      of such written direction, all funds in the Basis Risk Reserve Funds shall
      be
      invested by the Indenture Trustee in the First American Prime Obligations Fund
      (Class A). Amounts held in the Basis Risk Reserve Funds from time to time shall
      continue to constitute assets of the Trust Fund, but not of REMIC IA, REMIC
      IB,
      REMIC IC, REMIC ID, REMIC IIA, REMIC IIB or REMIC IIC until released from the
      Basis Risk Reserve Funds pursuant to this Section 3.32. Each Basis Risk Reserve
      Fund constitutes an “outside reserve fund” within the meaning of Treasury
      Regulation §1.860G-2(h) and is not an asset of REMIC IA, REMIC IB, REMIC IC,
      REMIC ID, REMIC IIA, REMIC IIB or REMIC IIC. For all federal tax purposes,
      amounts transferred by REMIC ID to the Basis Risk Reserve Fund shall be treated
      as amounts distributed by REMIC ID to the Class 1X-1 Certificateholders, and
      amounts transferred by REMIC IIC to the Basis Risk Reserve Fund shall be treated
      as amounts distributed by REMIC IIC to the Class 2X-1 Certificateholders. For
      federal tax purposes, the Class 1X-1 Certificates shall evidence ownership
      of
      the Basis Risk Reserve Fund related to Loan Group 1 and the Class 2X-1
      Certificates shall evidence ownership of the Basis Risk Reserve Fund related
      to
      Loan Group 2. The Indenture Trustee shall have no liability for losses on
      investments in Permitted Investments made pursuant to this Section 3.32(d)
      (other than as obligor on any such investments). Upon termination of the Trust
      Fund, any amounts remaining in each Basis Risk Reserve Fund shall be distributed
      to the Holder of the Class 1X-1 Certificate or to the Holder of the Class 2X-1
      Certificate, as applicable, in the same manner as if distributed pursuant to
      Sections 3.05(e)(I)(xxx) or 3.05(e)(II)(xii) hereof.

     

    (f)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Basis Risk Reserve Fund related to Loan Group
      1 be disregarded as an entity separate from the Holder of the Class 1X-1
      Certificates unless and until the date when either (a) there is more than one
      Class 1X-1 Certificateholder or (b) any related Class of Notes or Certificates
      in addition to the Class 1X-1 Certificates is recharacterized as an equity
      interest in the related Basis Risk Reserve Fund for federal income tax purposes,
      in which case it is the intention of the parties hereto that, for federal and
      state income and state and local franchise tax purposes, the related Basis
      Risk
      Reserve Fund be treated as a partnership. It is also the intention of the
      parties hereto that, for federal and state income and state and local franchise
      tax purposes, the related Basis Risk Reserve Fund related to Loan Group 2 be
      disregarded as an entity separate from the Holder of the Class 2X-1 Certificates
      unless and until the date when either (a) there is more than one Class 2X-1
      Certificateholder or (b) any related Class of Notes or Certificates in addition
      to the Class 2X-1 Certificates is recharacterized as an equity interest in
      the
      related Basis Risk Reserve Fund for federal income tax purposes, in which case
      it is the intention of the parties hereto that, for federal and state income
      and
      state and local franchise tax purposes, the related Basis Risk Reserve Fund
      be
      treated as a partnership. 

     

    (g)  On
      the
      Payment Date immediately after the Payment Date on which the aggregate Class
      Principal Balance of the Class 1A, Class 1M and Class 1B Notes equals zero,
      any
      amounts on deposit in the Basis Risk Reserve Fund related to Loan Group 1 not
      payable on the Class 1A, Class 1M and Class 1B Notes shall be distributed to
      the
      Holder of the Class 1X-1 Certificates in the same manner as if distributed
      pursuant to Section 3.05(e)(I)(xxx) hereof. On the Payment Date immediately
      after the Payment Date on which the aggregate Class Principal Balance of the
      Class 2A-1, Class 2M-1 and Class 2M-2 Notes equals zero, any amounts on deposit
      in the Basis Risk Reserve Fund related to Loan Group 2 not payable on the Class
      1A Notes and Class 1M Notes shall be distributed to the Holder of the Class
      2X-1
      Certificates in the same manner as if distributed pursuant to Section
      3.05(e)(II)(xii) hereof.

     

    Section
      3.33  Pre-Funding
      Accounts and Capitalized Interest Account.

     

    (a)  The
      Indenture Trustee shall establish and maintain, on behalf of the Noteholders
      and, with respect to the Group 2 Loans, the Insurer, the related Pre-Funding
      Accounts. On the Closing Date, the Depositor shall remit the related Pre-Funding
      Amount to the Indenture Trustee for deposit in the related Pre-Funding Account.
      On each Subsequent Transfer Date, upon satisfaction of the conditions for such
      Subsequent Transfer Date set forth in Section 2.04(a), with respect to the
      related Subsequent Transfer Agreement, the Indenture Trustee shall remit to
      the
      Seller the applicable Aggregate Subsequent Transfer Amount as payment of the
      purchase price for the related Subsequent Loans.

     

    If
      any
      funds remain in the Pre-Funding Accounts on July 24, 2006, to the extent they
      represent interest earnings on the amounts originally deposited into the related
      Pre-Funding Account, the Indenture Trustee shall distribute them to the order
      of
      the Depositor. The remaining funds in the related Pre-Funding Account shall
      be
      transferred to the related Payment Account to be included as part of principal
      payments to the related Notes, in accordance with the priorities set forth
      herein, on the July 2006 Payment Date.

     

    (b)  The
      Indenture Trustee shall establish and maintain, on behalf of the Noteholders
      and, with respect to the Group 2 Loans, the Insurer, the related Capitalized
      Interest Accounts. On the Closing Date, the Depositor shall remit each
      Capitalized Interest Deposit to the Indenture Trustee for deposit in the related
      Capitalized Interest Account. On the Business Day prior to each of the May
      2006,
      June 2006 and July 2006 Payment Dates, the Indenture Trustee shall transfer
      from
      the related Capitalized Interest Account to the Payment Account an amount equal
      to the related Capitalized Interest Requirement for such Payment Date. On each
      of the May 2006 and June 2006 Payment Dates, the related Overfunded Interest
      Amount shall be withdrawn from the related Capitalized Interest Account and
      paid
      to the Seller. Any funds remaining in the Capitalized Interest Accounts
      immediately after the July 2006 Payment Date shall be paid to the
      Depositor.

     

    Section
      3.34  Payments
      Under the Policy.
      (a)
      By 12:00
      noon (New York Time) on the later of (i) the second Business Day following
      the
      Business Day on which the Insurer shall have received Notice (as defined in
      the
      Policy) that a Deficiency Amount is due in respect of the Class 2A-1 Notes
      or
      Class G Certificates and (ii) the Payment Date on which the related Deficiency
      Amount is payable to the Noteholders, the Indenture Trustee on behalf of the
      Class 2A-1 Notes or Class G Certificates, as applicable, shall make a draw
      on
      the Policy in an amount, if any, equal to the Deficiency Amount.

     

    (b)  If
      the
      Indenture Trustee determines that a Deficiency Amount will exist for the
      following Payment Date, then the Indenture Trustee shall submit a Notice (as
      defined in the Policy) for payment in the amount of the Deficiency Amount to
      the
      Insurer no later than 12:00 Noon, New York City time, on the second Business
      Day
      prior to the applicable Payment Date. Upon receipt of such Deficiency Amount
      in
      accordance with the terms of the Policy, the Indenture Trustee shall deposit
      such Deficiency Amount in the Payment Account for distribution to the Class
      2A-1
      Notes or Class G Certificates, as applicable, pursuant to Section 3.05
      hereof.

     

    In
      addition, according to the terms of the Policy (in the form attached hereto
      as
      Exhibit M), a draw may be made under the Policy in respect of any Preference
      Amount applicable to any of the Class 2A-1 Noteholders or Class G Certificates
      (as defined in and pursuant to the terms and conditions of the such Policy)
      and
      the Indenture Trustee shall submit a Notice (as defined in such Policy) for
      payment with respect thereto together with the other documents required to
      be
      delivered to the Insurer pursuant to the Policy in connection with a draw in
      respect of any Preference Amount.

     

    (c)  Upon
      its
      receipt of a Final Order (as defined in the Policy), the Indenture Trustee
      shall
      notify the Insurer when a draw on the Policy is required to be made with respect
      to any Preference Amount and the Indenture Trustee shall furnish to the Insurer,
      at the Issuer’s expense, any documents, prepared for and received by the
      Indenture Trustee (provided, however, that any such documents shall not be
      prepared by the Indenture Trustee) required to be delivered under the Policy
      (other than the Notice) for payment with respect to such Preference Amount.
      The
      Indenture Trustee also shall furnish to the Insurer the wire transfer
      instructions to be included in any Notice.

     

    Section
      3.35  Suspension
      of Rights During Insurer Default.
      Upon
      the occurrence and continuation of an Insurer Default, any right of the Insurer
      to take or cause another Person to take any action relating to control or voting
      rights, or to give any consent, approval or waiver under this Indenture, shall
      be suspended (except as otherwise specifically provided herein) until such
      time
      as such Insurer Default shall have been cured or waived or otherwise ceased
      to
      continue.

     

     

     

    ARTICLE
      IV

     

    THE
      NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     

    Section
      4.01  The
      Notes.
      The
      Book-Entry Notes shall be registered in the name of a nominee designated by
      the
      Depository. Beneficial Owners will hold security entitlements to the Book-Entry
      Notes through the book-entry facilities of the Depository in minimum Initial
      Note Balances of $25,000 and integral multiples of $1 in excess
      thereof.

     

    The
      Indenture Trustee may for all purposes (including the making of payments due
      on
      the Book-Entry Notes) deal with the Depository as the authorized representative
      of the Beneficial Owners with respect to the Book-Entry Notes for the purposes
      of exercising the rights of Holders of Book-Entry Notes hereunder. Except as
      provided in the next succeeding paragraph of this Section 4.01, the rights
      of Beneficial Owners with respect to the Book-Entry Notes shall be limited
      to
      those established by law and agreements between such Beneficial Owners and
      the
      Depository and Depository Participants. Except as provided in Section 4.08,
      Beneficial Owners shall not be entitled to definitive certificates for the
      Book-Entry Notes as to which they are the Beneficial Owners. Requests and
      directions from, and votes of, the Depository as Holder of the Book-Entry Notes
      shall not be deemed inconsistent if they are made with respect to different
      Beneficial Owners. The Indenture Trustee may establish a reasonable record
      date
      in connection with solicitations of consents from or voting by Holders of the
      Book-Entry Notes and give notice to the Depository of such record date. Without
      the written consent of the Issuer and the Indenture Trustee, no Book-Entry
      Note
      may be transferred by the Depository except to a successor Depository that
      agrees to hold such Book-Entry Note for the account of the Beneficial
      Owners.

     

    In
      the
      event the Depository Trust Company resigns or is removed as Depository, the
      Indenture Trustee with the written approval of the Issuer may appoint a
      successor Depository. If no successor Depository has been appointed within
      30
      days of the effective date of the Depository’s resignation or removal, each
      Beneficial Owner shall be entitled to certificates representing the Book-Entry
      Notes to which it has a security entitlement in the manner prescribed in
      Section 4.08.

     

    The
      Notes
      shall, on original issue, be executed on behalf of the Issuer by the Owner
      Trustee, not in its individual capacity but solely as Owner Trustee,
      authenticated and delivered by the Indenture Trustee to or upon the order of
      the
      Issuer.

     

    Section
      4.02  Registration
      of and Limitations on Transfer and Exchange of Notes; Appointment of Certificate
      Registrar.
      The
      Issuer shall cause to be kept at the Indenture Trustee’s Corporate Trust Office
      a Note Register in which, subject to such reasonable regulations as it may
      prescribe, the Note Registrar shall provide for the registration of Notes and
      of
      transfers and exchanges of Notes as herein provided.

     

    Each
      purchaser of a Note (other than a Class 1B-1 Note and Class 1B-2 Note), who is a
      trustee of a plan subject to the Employee Retirement Income Security Act of
      1974, as amended or section 4975 of the Code (a “Plan”) or is acting on behalf
      of a Plan, or using Plan assets to effect such transfer, is required to provide
      written confirmation (or in the case of any such Note transferred in book-entry
      form, will be deemed to have confirmed) that at the time of such transfer such
      Notes are rated at least investment grade, and that such transferee believes
      that such Notes are properly treated as indebtedness without substantial equity
      features for purposes of the regulations, and agrees to so treat such Notes
      and
      that the acquisition and holding of such notes will not give rise to a
      non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Internal Revenue Code. Regardless of the rating of such Notes, a prospective
      purchaser or transferee may instead provide the Indenture Trustee with an
      opinion of counsel, which opinion of counsel will not be at the expense of
      the
      Indenture Trustee, the Issuer, the Servicers or the Underwriter, which opines
      that the purchase, holding and transfer of such note or interest therein is
      permissible under applicable law, will not constitute or result in a non-exempt
      prohibited transaction under ERISA or Section 4975 of the Internal Revenue
      Code
      and will not subject the Indenture Trustee, the Issuer, the Servicers or the
      Underwriter to any obligation in addition to those undertaken in this
      Indenture.

     

    No
      transfer, sale, pledge or other disposition of a Class 1B-1 Note and Class
      1B-2
      Note shall be made unless such transfer, sale, pledge or other disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with said Act and laws. Except as otherwise provided in this
      Section 4.02, in the event that a transfer of a Class 1B-1 Note or Class
      1B-2 Note is to be made, (i) unless the Depositor directs the Indenture Trustee
      otherwise in writing, the Indenture Trustee shall require a written Opinion
      of
      Counsel acceptable to and in form and substance satisfactory to the Indenture
      Trustee, the Issuer 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 Indenture Trustee, the Trust Estate,
      the Depositor, the Issuer, the Servicers, and (ii) the Indenture Trustee shall
      require the transferee to execute a representation letter, substantially in
      the
      form of Exhibit D hereto, and the Indenture Trustee shall require the transferor
      to execute a representation letter, substantially in the form of Exhibit E
      hereto, each acceptable to and in form and substance satisfactory to the
      Depositor, the Issuer and the Indenture Trustee certifying to the Depositor,
      the
      Issuer and the Indenture Trustee the facts surrounding such transfer, which
      representation letters shall not be an expense of the Indenture Trustee, the
      Trust Estate, the Depositor, the Issuer or the Servicers. In lieu of the
      requirements set forth in the preceding sentence, transfers of Class 1B-1 Notes
      and Class 1B-2 Notes may be made in accordance with this Section 4.02 if
      the prospective transferee of such a Certificate provides the Indenture Trustee,
      the Depositor and the Issuer with an investment letter substantially in the
      form
      of Exhibit F attached hereto, which investment letter shall not be an expense
      of
      the Indenture Trustee, the Issuer, the Trust Estate, the Depositor, the
      Servicers, and which investment letter states that, among other things, such
      transferee (i) 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 (ii) is aware that the proposed
      transferor intends to rely on the exemption from registration requirements
      under
      the 1933 Act provided by Rule 144A. The Holder of a Class 1B-1 Note or Class
      1B-2 Note desiring to effect any transfer, sale, pledge or other disposition
      shall, and does hereby agree to, indemnify the Indenture Trustee, the
      Administrator, the Depositor, the Servicers, the Issuer and the Note Registrar
      against any liability that may result if the transfer, sale, pledge or other
      disposition is not so exempt or is not made in accordance with such federal
      and
      state laws and this Indenture. In the case of any Class 1B-2 Notes presented
      for
      registration in the name of any Person, either (i) the Indenture Trustee shall
      require an Opinion of Counsel acceptable to and in form and substance
      satisfactory to the Indenture Trustee, the Depositor and the Issuer to the
      effect that the purchase or holding of such Class 1B-2 Notes is permissible
      under applicable law, will not constitute or result in any non-exempt 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
      Indenture Trustee, the Issuer or the Depositor to any obligation or liability
      (including obligations or liabilities under ERISA or Section 4975 of the
      Code) in addition to those undertaken in this Indenture or the Servicing
      Agreement, which Opinion of Counsel shall not be an expense of the Indenture
      Trustee, the Issuer, the Depositor, the Servicers, or (ii) the prospective
      transferee shall be required to provide the Indenture Trustee and the Depositor
      with a certification to the effect set forth in Exhibit F, which the Indenture
      Trustee may rely upon without further inquiry or investigation, in order to
      establish that such transferee or the Person in whose name such registration
      is
      requested is not an employee benefit plan or other plan or arrangement subject
      to the prohibited transaction provisions of ERISA or Section 4975 of the
      Code, or any Person (including an insurance company investing its general
      accounts, an investment manager, a named fiduciary or a trustee of any such
      plan) who is using “plan assets” of any such plan to effect such acquisition
      (each of the foregoing, a “Plan Investor”).

     

    If
      any
      such transfer of a Class 1B-1 Note or Class 1B-2 Note held by the related
      transferor and also to be held by the related transferee in the form of a
      Book-Entry Note is to be made without registration under the Securities Act,
      the
      transferor will be deemed to have made as of the transfer date each of the
      representations and warranties set forth on Exhibit E hereto in respect of
      such
      Class 1B-1 Note or Class 1B-2 Note and the transferee will be deemed to have
      made as of the transfer date each of the representations and warranties set
      forth on Exhibit F hereto in respect of such Class 1B-1 Note or Class 1B-2
      Note.

     

    No
      transfer of any Class 1B-1 Note or Class 1B-2 Note that is a Book-Entry Note
      or
      interest therein shall be made by any related Beneficial Owner except (A) in
      the
      manner set forth in the preceding paragraph and in reliance on Rule 144A under
      the 1933 Act to a “qualified institutional buyer” that is acquiring such
      Book-Entry Note for its own account or for the account of another “qualified
      institutional buyer” or (B) in the manner set forth in the second preceding
      paragraph and in the form of a Definitive Note.

     

    If
      any
      Beneficial Owner that is required under this Section 4.02 to transfer its
      Book-Entry Notes in the form of Definitive Notes, (i) notifies the Indenture
      Trustee of such transfer or exchange and (ii) transfers such Book-Entry Notes
      to
      the Indenture Trustee, in its capacity as such, through the book-entry
      facilities of the Depository, then the Indenture Trustee shall decrease the
      balance of such Book-Entry Notes or, the Indenture Trustee shall use reasonable
      efforts to cause the surrender to the Note Registrar of such Book-Entry Notes
      by
      the Depository, and thereupon, the Indenture Trustee shall execute, authenticate
      and deliver to such Beneficial Owner or its designee one or more Definitive
      Notes in authorized denominations and with a like aggregate principal
      amount.

     

    Subject
      to the provisions of this Section 4.02 governing registration of transfer and
      exchange, Class 1B-1 Notes or Class 1B-2 Notes (i) held as Definitive Notes
      may
      be transferred in the form of Book-Entry Notes in reliance on Rule 144A under
      the 1933 Act to one or more “qualified institutional buyers” that are acquiring
      such Definitive Notes for their own accounts or for the accounts of other
“qualified institutional buyers” and (ii) held as Definitive Notes by a
“qualified institutional buyer” for its own account or for the account of
      another “qualified institutional buyer” may be exchanged for Book-Entry Notes,
      in each case upon surrender of such Class 1B-1 Notes or Class 1B-2 Notes for
      registration of transfer or exchange at the offices of the Indenture Trustee
      maintained for such purpose. Whenever any such Class 1B-1 Notes or Class 1B-2
      Notes are so surrendered for transfer or exchange, either the Indenture Trustee
      shall increase the balance of the related Book-Entry Notes or the Indenture
      Trustee shall execute, authenticate and deliver the Book-Entry Notes for which
      such Class 1B-1 Notes or Class 1B-2 Notes were transferred or exchanged, as
      necessary and appropriate. No Holder of Definitive Notes other than a “qualified
      institutional buyer” holding such Notes for its own account or for the account
      of another “qualified institutional buyer” may exchange such Class 1B-1 Notes or
      Class 1B-2 Notes for Book-Entry Notes. Further, any Beneficial Owner of a
      Book-Entry Note other than any such “qualified institutional buyers” shall
      notify the Indenture Trustee of its status as such and shall transfer such
      Book-Entry Note to the Indenture Trustee, through the book-entry facilities
      of
      the Depository, whereupon, and also upon surrender to the Indenture Trustee
      of
      such Book-Entry Note by the Depository, (which surrender the Indenture Trustee
      shall use reasonable efforts to cause to occur), the Indenture Trustee shall
      execute, authenticate and deliver to such Beneficial Owner or such Benefical
      Owner’s nominee one or more Definitive Notes in authorized denominations and
      with a like aggregate principal amount.

     

    Subject
      to the restrictions and limitations set forth below, upon surrender for
      registration of transfer of any Note at the Corporate Trust Office, the Issuer
      shall execute and the Note Registrar shall authenticate and deliver, in the
      name
      of the designated transferee or transferees, one or more new Notes of the same
      Class in authorized initial Note Balances evidencing the same aggregate
      Percentage Interests.

     

    Subject
      to the foregoing, at the option of the Noteholders, Notes may be exchanged
      for
      other Notes of the same Class and of like tenor, in authorized initial Note
      Balances evidencing the same aggregate Percentage Interests upon surrender
      of
      the Notes to be exchanged at the Corporate Trust Office of the Note Registrar.
      Whenever any Notes are so surrendered for exchange, the Issuer shall execute
      and
      the Note Registrar shall authenticate and deliver the Notes which the Noteholder
      making the exchange is entitled to receive. Each Note presented or surrendered
      for registration of transfer or exchange shall (if so required by the Note
      Registrar) be duly endorsed by, or be accompanied by a written instrument of
      transfer in form reasonably satisfactory to the Note Registrar duly executed
      by,
      the Holder thereof or such Holder’s attorney duly authorized in writing with
      such signature guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Note Registrar, which requirements include membership or
      participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or
      such other “signature guarantee program” as may be determined by the Note
      Registrar in addition to, or in substitution for, STAMP, all in accordance
      with
      the Securities Exchange Act of 1934, as amended. Notes delivered upon any such
      transfer or exchange will evidence the same obligations, and will be entitled
      to
      the same rights and privileges, as the Notes surrendered.

     

    No
      service charge shall be imposed for any registration of transfer or exchange
      of
      Notes, but the Note Registrar shall require payment of a sum sufficient to
      cover
      any tax or governmental charge that may be imposed in connection with any
      registration of transfer or exchange of Notes.

     

    All
      Notes
      surrendered for registration of transfer and exchange shall be canceled by
      the
      Note Registrar and delivered to the Indenture Trustee for subsequent
      destruction.

     

    The
      Issuer hereby appoints the Indenture Trustee as Certificate Registrar to keep
      at
      its Corporate Trust Office a Certificate Register pursuant to Section 3.05
      of the Trust Agreement in which, subject to such reasonable regulations as
      it
      may prescribe, the Certificate Registrar shall provide for the registration
      of
      Certificates and of transfers and exchanges thereof pursuant to
      Section 3.09 of the Trust Agreement. The Indenture Trustee hereby accepts
      such appointment.

     

    Section
      4.03  Mutilated,
      Destroyed, Lost or Stolen Notes.
      If (i)
      any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
      Trustee receives evidence to its satisfaction of the destruction, loss or theft
      of any Note, and (ii) in the case of a destroyed, lost or stolen note, there
      is
      delivered to the Indenture Trustee such security or indemnity as may be required
      by it to hold the Issuer and the Indenture Trustee harmless, then, in the
      absence of notice to the Issuer, the Note Registrar or the Indenture Trustee
      that such Note has been acquired by a protected purchaser, and provided that
      the
      requirements of Section 8-405 of the UCC are met, the Issuer shall execute,
      and upon its request the Indenture Trustee shall authenticate and deliver,
      in
      exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note,
      a
      replacement Note of the same Class; provided, however, that if any such
      destroyed, lost or stolen Note, but not a mutilated Note, shall have become
      or
      within seven days shall be due and payable, instead of issuing a replacement
      Note, the Issuer may pay such destroyed, lost or stolen Note when so due or
      payable without surrender thereof. If, after the delivery of such replacement
      Note or payment of a destroyed, lost or stolen Note pursuant to the proviso
      to
      the preceding sentence, a protected purchaser of the original Note in lieu
      of
      which such replacement Note was issued presents for payment such original Note,
      the Issuer and the Indenture Trustee shall be entitled to recover such
      replacement Note (or such payment) from the Person to whom it was delivered
      or
      any Person taking such replacement Note from such Person to whom such
      replacement Note was delivered or any assignee of such Person, except a
      protected purchaser, and shall be entitled to recover upon the security or
      indemnity provided therefor to the extent of any loss, damage, cost or expense
      incurred by the Issuer or the Indenture Trustee in connection
      therewith.

     

    Upon
      the
      issuance of any replacement Note under this Section 4.03, the Issuer may
      require the payment by the Holder of such Note of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in relation thereto and
      any
      other reasonable expenses (including the fees and expenses of the Indenture
      Trustee) connected therewith.

     

    Every
      replacement Note issued pursuant to this Section 4.03 in replacement of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Issuer, whether or not the mutilated,
      destroyed, lost or stolen Note shall be at any time enforceable by anyone,
      and
      shall be entitled to all the benefits of this Indenture equally and
      proportionately with any and all other Notes duly issued hereunder.

     

    The
      provisions of this Section 4.03 are exclusive and shall preclude (to the
      extent lawful) all other rights and remedies with respect to the replacement
      or
      payment of mutilated, destroyed, lost or stolen Notes.

     

    Section
      4.04  Persons
      Deemed Owners.
      Prior
      to due presentment for registration of transfer of any Note, the Issuer, the
      Indenture Trustee, the Paying Agent, the Insurer and any agent of any of them
      may treat the Person in whose name any Note is registered (as of the day of
      determination) as the owner of such Note for the purpose of receiving payments
      of principal of and interest, if any, on such Note and for all other purposes
      whatsoever, whether or not such Note be overdue, and neither the Issuer, the
      Indenture Trustee, the Paying Agent, the Insurer nor any agent of any of them
      shall be affected by notice to the contrary.

     

    Section
      4.05  Cancellation.
      All
      Notes surrendered for payment, registration of transfer, exchange or redemption
      shall, if surrendered to any Person other than the Indenture Trustee, be
      delivered to the Indenture Trustee and shall be promptly canceled by the
      Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee
      for cancellation any Notes previously authenticated and delivered hereunder
      which the Issuer may have acquired in any manner whatsoever, and all Notes
      so
      delivered shall be promptly canceled by the Indenture Trustee. No Notes shall
      be
      authenticated in lieu of or in exchange for any Notes canceled as provided
      in
      this Section 4.05, except as expressly permitted by this Indenture. All
      canceled Notes may be held or disposed of by the Indenture Trustee in accordance
      with its standard retention or disposal policy as in effect at the time unless
      the Issuer shall direct by an Issuer Request that they be destroyed or returned
      to it; provided however, that such Issuer Request is timely and the Notes have
      not been previously disposed of by the Indenture Trustee.

     

    Section
      4.06  Book-Entry
      Notes.
      The
      Notes, upon original issuance, will be issued in the form of typewritten Notes
      constituting the Book-Entry Notes, to be delivered to The Depository Trust
      Company, the initial Depository, by, or on behalf of, the Issuer. The Notes
      shall initially be registered on the Note Register in the name of Cede &
Co., the nominee of the initial Depository, and no Beneficial Owner will receive
      a Definitive Note representing such Beneficial Owner’s security entitlement to
      such Book-Entry Note, except as provided in Section 4.08. Unless and until
      definitive, fully registered Notes (the “Definitive Notes”) have been issued to
      Beneficial Owners pursuant to Section 4.08:

     

    (i)  the
      provisions of this Section 4.06 shall be in full force and
      effect;

     

    (ii)  the
      Note
      Registrar, the Paying Agent, the Indenture Trustee and the Indenture Trustee
      shall be entitled to deal with the Depository for all purposes of this Indenture
      (including the payment of principal of and interest on the Notes and the giving
      of instructions or directions hereunder) as the sole holder of the Notes, and
      shall have no obligation to the Beneficial Owners;

     

    (iii)  to
      the
      extent that the provisions of this Section 4.06 conflict with any other
      provisions of this Indenture, the provisions of this Section 4.06 shall
      control;

     

    (iv)  the
      rights of Beneficial Owners shall be exercised only through the Depository
      and
      shall be limited to those established by law and agreements between such
      Beneficial Owners and the Depository and/or the Depository Participants. Unless
      and until Definitive Notes are issued pursuant to Section 4.08, the initial
      Depository will make book-entry transfers among the Depository Participants
      and
      receive and transmit payments of principal of and interest on the Notes to
      such
      Depository Participants; and

     

    (v)  whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of Holders of Notes evidencing a specified percentage of the
      Note
      Balances of the Notes, the Depository shall be deemed to represent such
      percentage only to the extent that it has received instructions to such effect
      from Beneficial Owners and/or Depository Participants owning or representing,
      respectively, such required percentage of the security entitlements to the
      Book-Entry Notes and has delivered such instructions to the Indenture
      Trustee.

     

    Section
      4.07  Notices
      to Depository.
      Whenever a notice or other communication to the Noteholders is required under
      this Indenture, unless and until Definitive Notes shall have been issued to
      Beneficial Owners pursuant to Section 4.08, the Indenture Trustee shall
      give all such notices and communications specified herein to be given to
      Noteholders to the Depository, and shall have no obligation to the Beneficial
      Owners.

     

    Section
      4.08  Definitive
      Notes.
      If (i)
      the Issuer determines that the Depository is no longer willing or able to
      properly discharge its responsibilities with respect to the Notes and the Issuer
      is unable to locate a qualified successor, (ii) the Issuer elects to terminate
      the book-entry system through the Depository or (iii) after the occurrence
      of an
      Event of Default, Holders of the Notes representing security entitlements to
      at
      least a majority of the Note Balances of the Notes advise the Depository (with
      a
      copy to the Indenture Trustee) in writing that the continuation of a book-entry
      system through the Depository is no longer in the best interests of the
      Beneficial Owners, then the Depository shall notify all Beneficial Owners and
      the Indenture Trustee of the occurrence of any such event and of the
      availability of Definitive Notes to Beneficial Owners. Upon surrender to the
      Indenture Trustee of the typewritten Notes constituting the Book-Entry Notes
      by
      the Depository, accompanied by registration instructions, the Issuer shall
      execute and the Indenture Trustee shall authenticate the Definitive Notes in
      accordance with the instructions of the Depository. None of the Issuer, the
      Note
      Registrar or the Indenture Trustee shall be liable for any delay in delivery
      of
      such instructions and may conclusively rely on, and shall be protected in
      relying on, such instructions. Upon the issuance of Definitive Notes, the
      Indenture Trustee shall recognize the Holders of the Definitive Notes as
      Noteholders.

     

    Section
      4.09  Tax
      Treatment.
      The
      Issuer has entered into this Indenture, and the Notes will be issued, with
      the
      intention that, for federal tax purposes, the Notes will qualify as regular
      interests in a REMIC as defined in the Code. The Issuer, the Indenture Trustee
      by entering into this Indenture, and each Noteholder, by its acceptance of
      its
      Note (and each Beneficial Owner by its acceptance of an interest in the
      applicable Book-Entry Note), agree to treat the Notes as regular interests
      in a
      REMIC as defined in the Code.

     

    Section
      4.10  Satisfaction
      and Discharge of Indenture.
      This
      Indenture shall cease to be of further effect with respect to the Notes except
      as to (i) rights of registration of transfer and exchange, (ii) substitution
      of
      mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders (and
      the
      Insurer, as subrogee of the Class 2A-1 Noteholders and Class G
      Certificateholders) to receive payments of principal thereof and interest
      thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09, 3.13, 3.15, 3.16 and the last
      paragraph of Section 4.02, (v) the rights, obligations and immunities of
      the Indenture Trustee hereunder (including the rights of the Indenture Trustee
      under Section 6.07 and the obligations of the Indenture Trustee under
      Section 4.11) and (vi) the rights of Noteholders and the Insurer as
      beneficiaries hereof with respect to the property so deposited with the
      Indenture Trustee payable to all or any of them, and the Indenture Trustee,
      on
      demand of and at the expense of the Issuer, shall execute proper instruments
      acknowledging satisfaction and discharge of this Indenture with respect to
      the
      Notes, when:

     

    (A)  either:

     

    (1)  each
      Class of Notes theretofore authenticated and delivered (other than
      (i) Notes that have been destroyed, lost or stolen and that have been
      replaced or paid as provided in Section 4.03 and (ii) Notes for whose
      payment money has theretofore been deposited in trust or segregated and held
      in
      trust by the Issuer and thereafter repaid to the Issuer or discharged from
      such
      trust, as provided in Section 3.03) have been delivered to the Indenture
      Trustee for cancellation; or

     

    (2)  each
      Class of Notes not theretofore delivered to the Indenture Trustee for
      cancellation:

     

     

    a.  have
      become due and payable,

     

     

    b.  will
      become due and payable within one year, or

     

     

    c.  have
      been
      declared immediately due and payable pursuant to Section 5.02.

     

    and
      the
      Issuer, in the case of a. or b. above, has irrevocably deposited or caused
      to be
      irrevocably deposited with the Indenture Trustee cash or direct obligations
      of
      or obligations guaranteed by the United States of America (which will mature
      prior to the date such amounts are payable), in trust for such purpose, in
      an
      amount sufficient to pay and discharge the entire indebtedness on such Notes
      then outstanding not theretofore delivered to the Indenture Trustee for
      cancellation when due on the Final Scheduled Payment Date;

     

    (B)  the
      Issuer has paid or caused to be paid all other sums payable hereunder by the
      Issuer (including amounts payable to the Indenture Trustee and the Insurer);
      and

     

    (C)  the
      Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an
      Opinion of Counsel, meeting the applicable requirements of Section 10.01,
      each stating that all conditions precedent herein provided for relating to
      the
      satisfaction and discharge of this Indenture have been complied with and, if
      the
      Opinion of Counsel relates to a deposit made in connection with
      Section 4.10(A)(2)b. above, such opinion shall further be to the effect
      that such deposit will not have any material adverse tax consequences to the
      Issuer, any Noteholders or any Certificateholders.

     

    Section
      4.11  Application
      of Trust Money.
      All
      monies deposited with the Indenture Trustee pursuant to Section 4.10 hereof
      shall be held in trust and applied by it, in accordance with the provisions
      of
      the Notes and this Indenture, to the payment, either directly or through any
      Paying Agent of the Issuer, or Certificate Paying Agent as designee of the
      Issuer and the Insurer, as the Indenture Trustee may determine, to the
      Securityholders, of all sums due and to become due thereon for principal and
      interest; but such monies need not be segregated from other funds except to
      the
      extent required herein or required by law.

     

    Section
      4.12  Repayment
      of Monies Held by Paying Agent.
      In
      connection with the satisfaction and discharge of this Indenture with respect
      to
      the Notes, all monies then held by any Person other than the Indenture Trustee
      under the provisions of this Indenture with respect to such Notes shall, upon
      demand of the Issuer, be paid to the Indenture Trustee to be held and applied
      according to Section 3.05 and thereupon such Paying Agent shall be released
      from all further liability with respect to such monies.

     

    Section
      4.13  Temporary
      Notes.
      Pending
      the preparation of any Definitive Notes, the Issuer may execute and upon its
      written direction, the Indenture Trustee may authenticate and make available
      for
      delivery, temporary Notes that are printed, lithographed, typewritten,
      photocopied or otherwise produced, in any denomination, substantially of the
      tenor of the Definitive Notes in lieu of which they are issued and with such
      appropriate insertions, omissions, substitutions and other variations as the
      officers executing such Notes may determine, as evidenced by their execution
      of
      such Notes.

     

    If
      temporary Notes are issued, the Issuer will cause Definitive Notes to be
      prepared without unreasonable delay. After the preparation of the Definitive
      Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
      surrender of the temporary Notes at the office or agency of the Indenture
      Trustee, without charge to the Noteholder. Upon surrender for cancellation
      of
      any one or more temporary Notes, the Issuer shall execute and the Indenture
      Trustee shall authenticate and make available for delivery, in exchange
      therefor, Definitive Notes of authorized denominations and of like tenor and
      aggregate principal amount. Until so exchanged, such temporary Notes shall
      in
      all respects be entitled to the same benefits under this Indenture as Definitive
      Notes.

     

    Section
      4.14  Subrogation
      and Cooperation.
      (a)
      The
      Issuer and the Indenture Trustee acknowledge that (i) to the extent the Insurer
      makes payments under the Policy on account of principal of or interest on the
      Class 2A-1 Notes and Class G Certificates, as applicable, the Insurer will
      be
      fully subrogated to the rights of such Holders to receive such principal and
      interest from the Issuer, and (ii) the Insurer shall be paid such principal
      and
      interest but only from the sources and in the manner provided herein and in
      the
      Insurance Agreement for the payment of such principal and interest.

     

    (b)  The
      Indenture Trustee shall, so long as it is indemnified to its satisfaction,
      cooperate in all respects with any reasonable written request by the Insurer
      (unless a Insurer Default exists) for action to preserve or enforce the
      Insurer’s rights or interest under this Indenture or the Insurance Agreement,
      consistent with this Indenture and without limiting the rights of the
      Noteholders as otherwise set forth in the Indenture, including, without
      limitation, upon the occurrence and continuance of a default under the Insurance
      Agreement, a request to take any one or more of the following
      actions:

     

    (i)  institute
      Proceedings for the collection of all amounts then payable on the Class 2A-1
      Notes or Class G Certificates, as applicable, or under this Indenture in respect
      of the Class 2A-1 Notes, or under the Trust Agreement in respect of the Class
      G
      Certificates and all amounts payable under the Insurance Agreement, enforce
      any
      judgment obtained and collect from the Issuer monies adjudged due;

     

    (ii)  sell
      or
      cause to be sold the Trust Estate or any portion thereof or rights or interest
      therein, at one or more public or private Sales called and conducted in any
      manner permitted by law;

     

    (iii)  institute
      Proceedings from time to time for the complete or partial foreclosure of this
      Indenture; and

     

    (iv)  exercise
      any remedies of a secured party under the UCC and take any other appropriate
      action to protect and enforce the rights and remedies of the Insurer
      hereunder;

     

    provided,
      however, action shall be taken pursuant to this Section 4.14 by the Indenture
      Trustee to preserve the Insurer’s rights or interest under this Agreement or the
      Insurance Agreement only to the extent such action is available to the Class
      2A-1 Noteholders or the Insurer under other provisions of this Indenture or
      the
      Holders of the Class G Certificates under the Trust Agreement.

     

    Notwithstanding
      any provision of this Indenture to the contrary, so long as no Insurer Default
      exists, the Insurer shall at all times be treated as if it were the exclusive
      owner of all Class 2A-1 Notes and Class G Certificates, as applicable,
      Outstanding for the purposes of all approvals, consents, waivers and the
      institution of any action and the written direction of all remedies, and the
      Indenture Trustee shall act in accordance with the written directions of the
      Insurer.

    


     

     

    ARTICLE
      V

     

    DEFAULT
      AND REMEDIES

     

    Section
      5.01  Events
      of Default. 

     

    (a)  The
      Issuer shall deliver to the Indenture Trustee and the Insurer, within five
      days
      after learning of the occurrence any event which with the giving of notice
      and
      the lapse of time would become an Event of Default under clause (iii) of the
      definition of “Event of Default” written notice in the form of an Officer’s
      Certificate of its status and what action the Issuer is taking or proposes
      to
      take with respect thereto.

     

    (b)  An
      Event
      of Default shall be determined for each respective Loan Group and may be
      directed or called by the Insurer with respect to the Group 2
      Loans.

     

    Section
      5.02  Acceleration
      of Maturity; Rescission and Annulment.
      If an
      Event of Default should occur and be continuing with respect to the Notes
      related to either Loan Group, then and in every such case the Indenture Trustee
      may (or on request of the Insurer in the case of Loan Group 2), and upon the
      request of the Holders of Notes representing not less than a majority of the
      Voting Rights of all Notes (or the insurer in the case of Loan Group 2), the
      Indenture Trustee shall, declare the Notes to be immediately due and payable,
      by
      a notice in writing to the Issuer (and to the Indenture Trustee if given by
      Noteholders), and upon any such declaration the unpaid principal amount of
      each
      Class of Notes, together with accrued and unpaid interest thereon through the
      date of acceleration, shall become immediately due and payable.

     

    At
      any
      time after such declaration of acceleration of maturity with respect to an
      Event
      of Default has been made and before a judgment or decree for payment of the
      money due has been obtained by the Indenture Trustee as hereinafter in this
      Article V provided, the Holders of Notes representing a majority of the
      Voting Rights of all Notes or the Insurer with respect to Loan Group 2, by
      written notice to the Issuer and the Indenture Trustee may in writing waive
      the
      related Event of Default and rescind and annul such declaration and its
      consequences if

     

    (i)  the
      Issuer has paid or deposited with the Indenture Trustee a sum sufficient to
      pay:

     

    (A)  all
      payments of principal of and interest on the Notes and Class G Certificates
      and
      all other amounts that would then be due hereunder or upon the Notes if the
      Event of Default giving rise to such acceleration had not occurred;
      and

     

    (B)  all
      sums
      paid by the Indenture Trustee hereunder and the reasonable compensation,
      expenses and disbursements of the Indenture Trustee and its agents and counsel;
      and

     

    (ii)  all
      Events of Default, other than the nonpayment of the principal of the Notes
      that
      has become due solely by such acceleration, have been cured or waived as
      provided in Section 5.12.

     

    No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereto.

     

    Section
      5.03  Collection
      of Indebtedness and Suits for Enforcement by Indenture Trustee.

     

    (a)  The
      Issuer covenants that if a default occurs in the payment of (i) any interest
      on
      any Note when the same becomes due and payable, and such default continues
      for a
      period of five days, or (ii) the principal of or any installment of the
      principal of any Note when the same becomes due and payable, the Issuer shall,
      upon demand of the Indenture Trustee, pay to it, for the benefit of the
      Noteholders the whole amount then due and payable on the Notes for principal
      and
      interest, with interest upon the overdue principal, and in addition thereto
      such
      further amount as shall be sufficient to cover the costs and expenses of
      collection, including the reasonable compensation, expenses and disbursements
      of
      the Indenture Trustee and their respective agents and counsel.

     

    (b)  In
      case
      the Issuer shall fail forthwith to pay such amounts upon such demand, the
      Indenture Trustee, in its own name and as trustee of an express trust, subject
      to the provisions of Section 10.17 hereof may institute a Proceeding for
      the collection of the sums so due and unpaid, and may prosecute such Proceeding
      to judgment or final decree, and may enforce the same against the Issuer or
      other obligor upon the Notes and collect in the manner provided by law out
      of
      the property of the Issuer or other obligor upon the Notes, wherever situated,
      the monies adjudged or decreed to be payable.

     

    (c)  If
      an
      Event of Default occurs and is continuing, the Indenture Trustee subject to
      the
      provisions of Section 10.17 hereof may, as more particularly provided in
      Section 5.04, in its discretion, proceed to protect and enforce its rights
      and the rights of the Noteholders or the Insurer, by such appropriate
      Proceedings as the Indenture Trustee shall deem most effective to protect and
      enforce any such rights, whether for the specific enforcement of any covenant
      or
      agreement in this Indenture or in aid of the exercise of any power granted
      herein, or to enforce any other proper remedy or legal or equitable right vested
      in the Indenture Trustee by this Indenture or by law. 

     

    (d)  In
      case
      there shall be pending, relative to the Issuer or any other obligor upon the
      Notes or any Person having or claiming an ownership interest in the Trust
      Estate, Proceedings under Title 11 of the United States Code or any other
      applicable federal or state bankruptcy, insolvency or other similar law, or
      in
      case a receiver, assignee or trustee in bankruptcy or reorganization,
      liquidator, sequestrator or similar official shall have been appointed for
      or
      taken possession of the Issuer or its property or such other obligor or Person,
      or in case of any other comparable judicial Proceedings relative to the Issuer
      or other obligor upon the Notes, or to the creditors or property of the Issuer
      or such other obligor, the Indenture Trustee, irrespective of whether the
      principal of any Notes shall then be due and payable as therein expressed or
      by
      declaration or otherwise and irrespective of whether the Indenture Trustee
      shall
      have made any demand pursuant to the provisions of this Section, shall be
      entitled and empowered, by intervention in such Proceedings or
      otherwise:

     

    (i)  to
      file
      and prove a claim or claims for the whole amount of principal and interest
      owing
      and unpaid in respect of the Notes and to file such other papers or documents
      as
      may be necessary or advisable in order to have the claims of the Indenture
      Trustee (including any claim for reasonable compensation to the Indenture
      Trustee and each predecessor Indenture Trustee, and their respective agents,
      attorneys and counsel, and for reimbursement of all expenses and liabilities
      incurred, by the Indenture Trustee and each predecessor Indenture Trustee,
      except as a result of negligence, willful misconduct or bad faith) and of the
      Noteholders allowed in such Proceedings;

     

    (ii)  unless
      prohibited by applicable law and regulations, to vote on behalf of the
      Noteholders in any election of a trustee, a standby trustee or Person performing
      similar functions in any such Proceedings;

     

    (iii)  to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the Noteholders and of the Indenture Trustee on their behalf; and

     

    (iv)  to
      file
      such proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Indenture Trustee or the
      Noteholders allowed in any judicial proceedings relative to the Issuer, its
      creditors and its property;

     

    and
      any
      trustee, receiver, liquidator, custodian or other similar official in any such
      Proceeding is hereby authorized by each of such Noteholders to make payments
      to
      the Indenture Trustee, and, in the event that the Indenture Trustee shall
      consent to the making of payments directly to such Noteholders, to pay to the
      Indenture Trustee such amounts as shall be sufficient to cover reasonable
      compensation to the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents, attorneys and counsel, and all other expenses and
      liabilities incurred, by the Indenture Trustee, the Insurer and each predecessor
      Indenture Trustee except as a result of negligence, willful misconduct or bad
      faith.

     

    (e)  Nothing
      herein contained shall be deemed to authorize the Indenture Trustee to authorize
      or consent to or vote for or accept or adopt on behalf of any Noteholder any
      plan of reorganization, arrangement, adjustment or composition affecting the
      Notes or the rights of any Holder thereof or to authorize the Indenture Trustee
      to vote in respect of the claim of any Noteholder in any such proceeding except,
      as aforesaid, to vote for the election of a trustee in bankruptcy or similar
      Person.

     

    (f)  All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes, may be enforced by the Indenture Trustee without the possession
      of
      any of the Notes or the production thereof in any trial or other Proceedings
      relative thereto, and any such action or proceedings instituted by the Indenture
      Trustee shall be brought in its own name as trustee of an express trust, and
      any
      recovery of judgment, subject to the payment of the expenses, disbursements
      and
      compensation of the Indenture Trustee, each predecessor Indenture Trustee and
      its respective agents and attorneys, shall be for the ratable benefit of the
      Noteholders.

     

    (g)  In
      any
      Proceedings brought by the Indenture Trustee (and also any Proceedings involving
      the interpretation of any provision of this Indenture to which the Indenture
      Trustee shall be a party), the Indenture Trustee shall be held to represent
      all
      the Noteholders, and it shall not be necessary to make any Noteholder a party
      to
      any such Proceedings.

     

    Section
      5.04  Remedies;
      Priorities.

     

    (a)  If
      an
      Event of Default shall have occurred and be continuing, the Indenture Trustee
      subject to the provisions of Section 10.17, hereof, and with respect to the
      Class 2A-1 Notes or Class G Certificates, so long as there is no current Insurer
      Default under the Policy, at the written direction of the Insurer or the Holders
      of the majority of the aggregate Note Principal Balance of the Class 2A-1 Notes
      or aggregate Certificate Principal Balance of the Class G Certificates, with
      the
      consent of the Insurer may do one or more of the following (subject to
      Section 5.05):

     

    (i)  institute
      Proceedings in its own name and as trustee of an express trust for the
      collection of all amounts then payable on the Notes or under this Indenture
      with
      respect thereto, whether by declaration or otherwise, enforce any judgment
      obtained, and collect from the Issuer and any other obligor upon such Notes
      monies adjudged due;

     

    (ii)  institute
      Proceedings from time to time for the complete or partial foreclosure of this
      Indenture with respect to the Trust Estate;

     

    (iii)  exercise
      any remedies of a secured party under the UCC and take any other appropriate
      action to protect and enforce the rights and remedies of the Indenture Trustee
      and the Noteholders;

     

    (iv)  refrain
      from selling the Trust Estate (unless otherwise directed by a majority of
      Noteholders) and continue to apply all amounts received thereon to payments
      on
      the Notes in accordance with Section 3.05; and

     

    (v)  sell
      the
      Trust Estate or any portion thereof or rights or interest therein, at one or
      more public or private sales called and conducted in any manner permitted by
      law.

     

    provided,
      however, that the Indenture Trustee must sell or otherwise liquidate the Trust
      Estate following an Event of Default, if (i) the Holders of the Notes
      representing not less than a majority of the Voting Rights of all of the Notes
      direct the Indenture Trustee to sell or otherwise liquidate the Trust Estate
      or
      (ii) the Indenture Trustee determines that the Loans will not continue to
      provide sufficient funds for (A) the payment of expenses under this Indenture
      and (B) the payment of principal of and interest on the Notes as they would
      have
      become due if the Notes had not been declared due and payable. In determining
      such sufficiency or insufficiency with respect to clause (A) and (B), the
      Indenture Trustee may, but need not, obtain and rely upon an opinion of an
      Independent investment banking or accounting firm of national reputation as
      to
      the feasibility of such proposed action and as to the sufficiency of the Trust
      Estate for such purpose. Notwithstanding the foregoing, so long as a Servicing
      Default has not occurred, any Sale of the Trust Estate shall be made subject
      to
      the continued servicing of the Loans by the related Servicers as provided in
      the
      Servicing Agreement. 

     

    The
      Indenture Trustee may fix a record date and Payment Date for any payment to
      Noteholders pursuant to this Section 5.04. At least 15 days before such
      record date, the Indenture Trustee shall mail to each Noteholder a notice that
      states the record date, the Payment Date and the amount to be paid.

     

    Section
      5.05  Optional
      Preservation of the Trust Estate.
      If the
      Notes have been declared to be due and payable under Section 5.02 following
      an Event of Default and such declaration and its consequences have not been
      rescinded and annulled, the Indenture Trustee, unless otherwise directed to
      by,
      with respect to Loan Group 1, a majority of the Voting Rights of the Notes
      or,
      with respect to Loan Group 2, the Insurer, elect to take and maintain possession
      of the Trust Estate. It is the desire of the parties hereto and the Noteholders
      that there be at all times sufficient funds for the payment of principal of
      and
      interest on the Notes and other obligations of the Issuer.

     

    Section
      5.06  Limitation
      of Suits.
      No
      Noteholder, other than the Insurer acting pursuant to Section 4.14 hereof,
      shall
      have any right to institute any Proceeding, judicial or otherwise, with respect
      to this Indenture, or for the appointment of a receiver or trustee, or for
      any
      other remedy hereunder, unless and subject to the provisions of
      Section 10.17 hereof:

     

    (i)  such
      Noteholder has previously given written notice to the Indenture Trustee of
      a
      continuing Event of Default;

     

    (ii)  the
      Holders of not less than 25% of the Voting Rights of the Notes have made written
      request to the Indenture Trustee to institute such Proceeding in respect of
      such
      Event of Default in its own name as Indenture Trustee hereunder;

     

    (iii)  such
      Noteholder or Noteholders have offered to the Indenture Trustee reasonable
      indemnity against the costs, expenses and liabilities to be incurred in
      complying with such request;

     

    (iv)  the
      Indenture Trustee for 60 days after its receipt of such notice, request and
      offer of indemnity has failed to institute such Proceedings; 

     

    (v)  such
      Holder or Holders have the written consent of the Insurer unless a Insurer
      Default exists; and

     

    (vi)  no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the Holders of a majority of the Note
      Balances of the Notes.

     

    It
      is
      understood and intended that no one or more Noteholders shall have any right
      in
      any manner whatever by virtue of, or by availing of, any provision of this
      Indenture to affect, disturb or prejudice the rights of any other Noteholder
      or
      to obtain or to seek to obtain priority or preference over any other Noteholder
      or to enforce any right under this Indenture, except in the manner herein
      provided.

     

    In
      the
      event the Indenture Trustee shall receive conflicting or inconsistent requests
      and indemnity from two or more groups of Holders of Notes, each representing
      less than a majority of the Voting Rights of the Notes, the Indenture Trustee
      in
      their sole discretion may determine what action, if any, shall be taken,
      notwithstanding any other provisions of this Indenture.

     

    Section
      5.07  Unconditional
      Rights of Noteholders to Receive Principal and Interest.
      Notwithstanding any other provisions in this Indenture each Noteholders shall
      have the right, which is absolute and unconditional, to receive payment of
      the
      principal of, and interest, on such Note on or after the respective due dates
      thereof expressed in such Note or in this Indenture and to institute suit for
      the enforcement of any such payment, and such right shall not be impaired
      without the consent of such Holder.

     

    Section
      5.08  Restoration
      of Rights and Remedies.
      If the
      Indenture Trustee or any Noteholder has instituted any Proceeding to enforce
      any
      right or remedy under this Indenture and such Proceeding has been discontinued
      or abandoned for any reason or has been determined adversely to the Indenture
      Trustee, the Insurer or to such Noteholder, then and in every such case the
      Issuer, the Indenture Trustee, the
      Insurer
      and the
      Noteholders shall, subject to any determination in such Proceeding, be restored
      severally and respectively to their former positions hereunder, and thereafter
      all rights and remedies of the Indenture Trustee, the Insurer and the
      Noteholders shall continue as though no such Proceeding had been
      instituted.

     

    Section
      5.09  Rights
      and Remedies Cumulative.
      No
      right or remedy herein conferred upon or reserved to the Indenture Trustee,
      the
      Insurer or to the Noteholders is intended to be exclusive of any other right
      or
      remedy, and every right and remedy shall, to the extent permitted by law, be
      cumulative and in addition to every other right and remedy given hereunder
      or
      now or hereafter existing at law or in equity or otherwise. The assertion or
      employment of any right or remedy hereunder, or otherwise, shall not prevent
      the
      concurrent assertion or employment of any other appropriate right or
      remedy.

     

    Section
      5.10  Delay
      or Omission Not a Waiver.
      No
      delay or omission of the Indenture Trustee, the Insurer or any Noteholder to
      exercise any right or remedy accruing upon any Event of Default shall impair
      any
      such right or remedy or constitute a waiver of any such Event of Default or
      an
      acquiescence therein. Every right and remedy given by this Article V or by
      law to the Indenture Trustee or to the Noteholders may be exercised from time
      to
      time, and as often as may be deemed expedient, by the Indenture Trustee or
      by
      the Noteholders, as the case may be.

     

    Section
      5.11  Control
      by Noteholders.
      Subject
      to the rights of the Insurer pursuant to Section 12.01, the Holders of a
      majority of the Voting Rights of Notes shall have the right to direct the time,
      method and place of conducting any Proceeding for any remedy available to the
      Indenture Trustee with respect to the Notes or exercising any trust or power
      conferred on the Indenture Trustee; provided that:

     

    (i)  such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (ii)  subject
      to the express terms of Section 5.04, any direction to the Indenture
      Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes
      representing not less than a majority of the Voting Rights of
      Notes;

     

    (iii)  if
      the
      conditions set forth in Section 5.05 have been satisfied and the Indenture
      Trustee is required to retain the Trust Estate pursuant to such Section, then
      any direction to the Indenture Trustee by Holders of Notes representing less
      than a majority of the Voting Rights of Notes to sell or liquidate the Trust
      Estate shall be of no force and effect; and

     

    (iv)  the
      Indenture Trustee may take any other action deemed proper by the Indenture
      Trustee that is not inconsistent with such direction.

     

    Notwithstanding
      the rights of Noteholders set forth in this Section, subject to
      Section 6.01, the Indenture Trustee need not take any action that it
      determines might involve it in liability or might materially adversely affect
      the rights of any Noteholders not consenting to such action.

     

    Section
      5.12  Waiver
      of Past Defaults.
      Prior
      to the declaration of the acceleration of the maturity of the Notes as provided
      in Section 5.02, with respect to Loan Group 1, the Holders of Notes of not
      less than a majority of the Voting Rights of the Notes, or with respect to
      the
      Loan Group 2, the Insurer, may waive any past Event of Default and its
      consequences except an Event of Default (a) with respect to payment of principal
      of or interest on any of the Notes or (b) in respect of a covenant or provision
      hereof which cannot be modified or amended without the consent of each
      Noteholder. In the case of any such waiver, the Issuer, the Indenture Trustee
      and the Noteholders shall be restored to their former positions and rights
      hereunder, respectively; but no such waiver shall extend to any subsequent
      or
      other Event of Default or impair any right consequent thereto.

     

    Upon
      any
      such waiver, any Event of Default arising therefrom shall be deemed to have
      been
      cured and not to have occurred, for every purpose of this Indenture; but no
      such
      waiver shall extend to any subsequent or other Event of Default or impair any
      right consequent thereto.

     

    Section
      5.13  Undertaking
      for Costs.
      All
      parties to this Indenture agree, and each Noteholder by such Noteholder’s
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Indenture Trustee for any action
      taken, suffered or omitted by it as Indenture Trustee, the filing by any party
      litigant in such suit of an undertaking to pay the costs of such suit, and
      that
      such court may in its discretion assess reasonable costs, including reasonable
      attorneys’ fees, against any party litigant in such suit, having due regard to
      the merits and good faith of the claims or defenses made by such party litigant;
      but the provisions of this Section 5.13 shall not apply to (a) any suit
      instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder,
      or group of Noteholders, in each case holding in the aggregate more than 10%
      of
      the Voting Rights of the Notes or (c) any suit instituted by any Noteholder
      for
      the enforcement of the payment of principal of or interest on any Note on or
      after the respective due dates expressed in such Note and in this
      Indenture.

     

    Section
      5.14  Waiver
      of Stay or Extension Laws.
      The
      Issuer covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, or plead or in any manner whatsoever, claim or take the
      benefit or advantage of, any stay or extension law wherever enacted, now or
      at
      any time hereafter in force, that may affect the covenants or the performance
      of
      this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
      expressly waives all benefit or advantage of any such law, and covenants that
      it
      shall not hinder, delay or impede the execution of any power herein granted
      to
      the Indenture Trustee, but will suffer and permit the execution of every such
      power as though no such law had been enacted.

     

    Section
      5.15  Sale
      of Trust Estate.

     

    (a)  The
      power
      to effect any sale or other disposition (a “Sale”) of any portion of the Trust
      Estate pursuant to Section 5.04 is expressly subject to the provisions of
      Section 5.05 and this Section 5.15. The power to effect any such Sale
      shall not be exhausted by any one or more Sales as to any portion of the Trust
      Estate remaining unsold, but shall continue unimpaired until the entire Trust
      Estate shall have been sold or all amounts payable on the Notes and under this
      Indenture shall have been paid; provided however, that subject to the consent
      of
      the Insurer with respect to Loan Group 2 (unless the Class 2A-1 Notes and Class
      G Certificates and all other amounts owed to the Insurer under the Policy will
      be paid in full as a result of such sale), the Indenture Trustee must sell
      the
      assets included in the Trust Estate if collections in respect of such assets
      are
      determined to be insufficient to pay certain expenses payable under this
      Indenture and to make all scheduled payments on the Notes. The Indenture Trustee
      may from time to time postpone any public Sale by public announcement made
      at
      the time and place of such Sale. The Indenture Trustee hereby expressly waives
      its right to any amount fixed by law as compensation for any Sale. 

     

    (b)  The
      Indenture Trustee shall not in any private Sale sell the Trust Estate, or any
      portion thereof, unless:

     

    (1)  all
      Noteholders consent to or direct the Indenture Trustee to make, such Sale,
      

     

    (2)  the
      Insurer consents, unless an Insurer Default exists, or

     

    (3)  the
      proceeds of such Sale would be not less than the entire amount which would
      be
      payable to the Noteholders under the Notes and the Certificateholder under
      the
      Certificate, in full payment thereof in accordance with Section 5.02, on
      the Payment Date next succeeding the date of such Sale.

     

    The
      purchase by the Indenture Trustee of all or any portion of the Trust Estate
      at a
      private Sale shall not be deemed a Sale or other disposition thereof for
      purposes of this Section 5.15(b).

     

    (c)  Unless
      the Securityholders have otherwise consented or directed the Indenture Trustee
      will not sell at any public Sale all or any portion of the Trust Estate at
      which
      a minimum bid equal to or greater than the amount described in paragraph (2)
      of
      subsection (b) of this Section 5.15 has not been established by the
      Indenture Trustee and no Person bids an amount equal to or greater than such
      amount.

     

    (d)  In
      connection with a Sale of all or any portion of the Trust Estate:

     

    (1)  any
      Noteholder may bid for and purchase the property offered for sale, and upon
      compliance with the terms of sale may hold, retain and possess and dispose
      of
      such property, without further accountability, and may, in paying the purchase
      money therefor, deliver any Notes or claims for interest thereon in lieu of
      cash
      up to the amount which shall, upon distribution of the net proceeds of such
      sale, be payable thereon, and such Notes, in case the amounts so payable thereon
      shall be less than the amount due thereon, shall be returned to the Holders
      thereof after being appropriately stamped to show such partial
      payment;

     

    (2)  the
      Indenture Trustee may bid for and acquire the property offered for Sale in
      connection with any Sale thereof, and, subject to any requirements of, and
      to
      the extent permitted by, applicable law in connection therewith, may purchase
      all or any portion of the Trust Estate in a private sale, and, in lieu of paying
      cash therefor, may make settlement for the purchase price by crediting the
      gross
      Sale price against the sum of (A) the amount which would be distributable to
      the
      Securityholders as a result of such Sale in accordance with Section 5.04(b)
      on the Payment Date next succeeding the date of such Sale and (B) the expenses
      of the Sale and of any Proceedings in connection therewith which are
      reimbursable to it, without being required to produce the Notes in order to
      complete any such Sale or in order for the net Sale price to be credited against
      such Notes, and any property so acquired by the Indenture Trustee shall be
      held
      and dealt with by it in accordance with the provisions of this
      Indenture;

     

    (3)  the
      Indenture Trustee shall execute and deliver an appropriate instrument of
      conveyance transferring its interest in any portion of the Trust Estate in
      connection with a Sale thereof;

     

    (4)  the
      Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact
      of the Issuer to transfer and convey its interest in any portion of the Trust
      Estate in connection with a Sale thereof, and to take all action necessary
      to
      effect such Sale; and

     

    (5)  no
      purchaser or transferee at such a Sale shall be bound to ascertain the Indenture
      Trustee’s authority, inquire into the satisfaction of any conditions precedent
      or see to the application of any monies.

     

    Section
      5.16  Action
      on Notes.
      The
      Indenture Trustee’s right to seek and recover judgment on the Notes or under
      this Indenture shall not be affected by the seeking, obtaining or application
      of
      any other relief under or with respect to this Indenture. Neither the lien
      of
      this Indenture nor any rights or remedies of the Indenture Trustee or the
      Noteholders shall be impaired by the recovery of any judgment by the Indenture
      Trustee against the Issuer or by the levy of any execution under such judgment
      upon any portion of the Trust Estate or upon any of the assets of the Issuer.
      Any money or property collected by the Indenture Trustee shall be applied in
      accordance with Section 5.04(b).

     

     

     

    ARTICLE
      VI

     

    THE
      INDENTURE TRUSTEE 

     

    Section
      6.01  Duties
      of Indenture Trustee.

     

    (a)  If
      an
      Event of Default has occurred and is continuing, the Indenture Trustee shall
      exercise the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in their exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own
      affairs.

     

    (b)  Except
      during the continuance of an Event of Default:

     

    (i)  the
      Indenture Trustee undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Indenture and no implied covenants or obligations
      shall be read into this Indenture against the Indenture Trustee ;
      and

     

    (ii)  in
      the
      absence of bad faith on its part, the Indenture Trustee may conclusively rely,
      as to the truth of the statements and the correctness of the opinions expressed
      therein, upon certificates or opinions furnished to the Indenture Trustee and
      conforming to the requirements of this Indenture; however, the Indenture Trustee
      shall examine the certificates and opinions to determine whether or not they
      conform to the requirements of this Indenture.

     

    (c)  The
      Indenture Trustee may not be relieved from liability for its own negligent
      action, its own negligent failure to act or its own willful misconduct, except
      that:

     

    (i)  this
      paragraph does not limit the effect of paragraph (b) of this
      Section 6.01;

     

    (ii)  The
      Indenture Trustee shall not be
      liable
      for any error of judgment made in good faith by a Responsible Officer unless
      it
      is proved that the Indenture Trustee was negligent in ascertaining the pertinent
      facts; and

     

    (iii)  The
      Indenture Trustee shall not be liable with respect to any action it takes or
      omits to take in good faith in accordance with a direction received by the
      Indenture Trustee pursuant to Section 5.11.

     

    (d)  The
      Indenture Trustee shall not be liable for interest on any money received by
      it
      except as it may agree in writing with the Issuer.

     

    (e)  Money
      held in trust by the Indenture Trustee need not be segregated from other funds
      except to the extent required by law or the terms of this Indenture or the
      Trust
      Agreement.

     

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

     

    (g)  Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Indenture Trustee shall be subject to the
      provisions of this Section and to the provisions of the TIA.

     

    (h)  The
      Indenture Trustee shall act in accordance with Section 7.01 of the Servicing
      Agreement and shall act as successor to a Servicer or appoint a successor
      Servicer in accordance with Section 7.02 of the Servicing
      Agreement.

     

    Section
      6.02  Rights
      of Indenture Trustee.

     

    (a)  The
      Indenture Trustee may conclusively rely on, and shall be fully protected from
      acting or refraining from acting upon, any document believed by it to be genuine
      and to have been signed or presented by the proper person. The Indenture Trustee
      need not investigate any fact or matter stated in the document.

     

    (b)  Before
      the Indenture Trustee acts or refrains from acting, it may require an Officer’s
      Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable
      for any action it takes or omits to take in good faith in reliance on an
      Officer’s Certificate or Opinion of Counsel.

     

    (c)  The
      Indenture Trustee shall not be liable for any action it takes or omits to take
      in good faith which it believes to be authorized or within its rights or powers;
      provided, however, that the Indenture Trustee’s conduct does not constitute
      willful misconduct, negligence or bad faith.

     

    (d)  The
      Indenture Trustee may consult with counsel, and the advice or opinion of counsel
      with respect to legal matters relating to this Indenture and the Notes shall
      be
      full and complete authorization and protection from liability in respect to
      any
      action taken, omitted or suffered by it hereunder in good faith and in
      accordance with the advice or opinion of such counsel.

     

    (e)  The
      Indenture Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder, either directly or by or through agents, attorneys,
      custodians or nominees appointed with due care, and shall not be responsible
      for
      any willful misconduct or negligence on the part of any agent, attorney,
      custodian or nominee so appointed.

     

    Section
      6.03  Individual
      Rights of The Indenture Trustee.
      The
      Indenture Trustee in its individual or any other capacity may become the owner
      or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates
      with the same rights it would have if it were not Indenture Trustee subject
      to
      the requirements of the Trust Indenture Act. Any Note Registrar, co-registrar
      or
      co-paying agent may do the same with like rights. However, the Indenture Trustee
      must comply with Sections 6.11 and 6.12.

     

    Section
      6.04  Indenture
      Trustee’s Disclaimer.
      The
      Indenture Trustee shall not be (i) responsible for and makes no
      representation as to the validity or adequacy of this Indenture, the Trust
      Agreement or the Notes, (ii) accountable for the Issuer’s use of the proceeds
      from the Notes or (iii) responsible for any statement of the Issuer or any
      other
      Person in the Indenture, the Trust Agreement or in any document issued in
      connection with the sale of the Notes or in the Notes other than the Indenture
      Trustee’s certificate of authentication.

     

    Section
      6.05  Notice
      of Event of Default.
      Subject
      to Section 5.01, the Indenture Trustee shall mail to each Noteholder and the
      Insurer notice of an Event of Default of which a Responsible Officer of the
      Indenture Trustee has actual knowledge within the later of 90 days after it
      occurs and 90 days after such Responsible Officer’s knowledge thereof. Except in
      the case of an Event of Default in payment of principal of or interest on any
      Note, the Indenture Trustee may withhold the notice if and so long as a
      committee of its Responsible Officers in good faith determines that withholding
      the notice is in the interests of Noteholders.

     

    Section
      6.06  Reports
      by Indenture Trustee to Holders.
      The
      Indenture Trustee shall deliver to each Noteholder such information with respect
      to the Notes as may be required to enable such holder to prepare its federal
      and
      state income tax returns including without limitation Form 1099, to the extent
      such form is required by law. In addition, upon the Issuer’s written request,
      the Indenture Trustee shall promptly furnish information reasonably requested
      by
      the Issuer with respect to the Notes that is reasonably available to the
      Indenture Trustee to enable the Issuer to perform its federal and state income
      tax reporting obligations.

     

    Section
      6.07  Compensation
      and Indemnity.
      The
      Issuer shall reimburse the Indenture Trustee, the Administrator and the Owner
      Trustee for all reasonable out-of-pocket expenses incurred or made by it,
      including costs of collection, in addition to compensation for its services.
      Such expenses shall include reasonable compensation and expenses, disbursements
      and advances of the Indenture Trustee’s, the Administrator’s or the Owner
      Trustee’s agents, counsel, accountants and experts.
      The
      Issuer shall indemnify the Indenture Trustee and Insurer and hold each of them
      harmless against any and all loss, liability or expense (including attorneys’
fees) incurred by it in connection with the administration of this trust and
      the
      performance of its duties hereunder. The Indenture Trustee shall notify the
      Issuer promptly of any claim for which it may seek indemnity. Failure by the
      Indenture Trustee, the Insurer or the Administrator to so notify the Issuer
      shall not relieve the Issuer of its obligations hereunder, unless the Issuer
      is
      materially prejudiced thereby. The Issuer shall defend any such claim, and
      the
      Indenture Trustee or the Insurer (each an “Indemnified Party”) shall have the
      right to employ separate counsel with respect to any such claim and to
      participate in the defense thereof, but the fees and expenses of such counsel
      shall be at the expense of such Indemnified Party unless: (i) the employment
      thereof has been specifically authorized by the Issuer in writing; (ii) such
      Indemnified Party shall have been advised by such counsel that there may be
      one
      or more legal defenses available to it which are different from or additional
      to
      those available to the Issuer and in the reasonable judgment of such counsel
      it
      is advisable for such Indemnified Party to employ separate counsel or (iii)
      the
      Issuer has failed to assume the defense of such claim within a reasonable period
      of time following written notice thereof, it being understood, however, with
      respect to any event described in clause (ii) or clause (iii) hereof, that
      the
      Issuer shall not, in connection with any one such claim or separate but
      substantially similar or related claims in the same jurisdiction arising out
      of
      the same general allegations or circumstances, be liable for the reasonable
      fees
      and expenses of more than one separate firm of attorneys (in addition to local
      counsel) at any time for all such Indemnified Parties, which firm shall be
      designated in writing by the Indemnified Parties. The Issuer is not obligated
      to
      reimburse any expense or indemnify against any loss, liability or expense
      incurred by the Indenture Trustee through the Indenture Trustee’s own willful
      misconduct, negligence or bad faith.

     

    The
      Issuer’s payment obligations to the Indenture Trustee, the Administrator and the
      Owner Trustee pursuant to this Section 6.07 shall survive the discharge of
      this
      Indenture and the termination or resignation of the Indenture Trustee, the
      Administrator. When the Indenture Trustee or the Owner Trustee incurs expenses
      after the occurrence of an Event of Default with respect to the Issuer, the
      expenses are intended to constitute expenses of administration under Title
      11 of
      the United States Code or any other applicable federal or state bankruptcy,
      insolvency or similar law.

     

    Section
      6.08  Replacement
      of Indenture Trustee.
      No
      resignation or removal of the Indenture Trustee and no appointment of a
      successor Indenture Trustee shall become effective until the acceptance of
      appointment by the successor Indenture Trustee pursuant to this
      Section 6.08. No termination of the Indenture Trustee without cause will be
      effective unless the costs and expenses of such Indenture Trustee have been
      reimbursed to the Indenture Trustee in connection with such removal. The
      Indenture Trustee may resign at any time by so notifying the Issuer. The Insurer
      or the Holders of a majority of Note Balances of the Notes, with the consent
      of
      the Insurer, may remove the Indenture Trustee by so notifying the Indenture
      Trustee, and may appoint a successor Indenture Trustee. The Issuer shall remove
      the Indenture Trustee if

     

    (i)  the
      Indenture Trustee fails to comply with Section 6.11;

     

    (ii)  the
      Indenture Trustee is adjudged a bankrupt or insolvent;

     

    (iii)  a
      receiver or other public officer takes charge of the Indenture Trustee or its
      property; or

     

    (iv)  the
      Indenture Trustee otherwise becomes incapable of acting.

     

    If
      the
      Indenture Trustee resigns or is removed or if a vacancy exists in the office
      of
      the Indenture Trustee for any reason (the Indenture Trustee in such event being
      referred to herein as the retiring Indenture Trustee in such event being
      referred to herein as the retiring Indenture Trustee), the Issuer shall promptly
      appoint a successor Indenture Trustee. In addition, the Indenture Trustee will
      resign to avoid being directly or indirectly controlled by the
      Issuer.

     

    A
      successor Indenture Trustee shall deliver a written acceptance of its
      appointment to the retiring Indenture Trustee and to the Issuer. Thereupon,
      the
      resignation or removal of the retiring Indenture Trustee shall become effective,
      and the successor Indenture Trustee shall have all the rights, powers and duties
      of the Indenture Trustee under this Indenture. The successor Indenture Trustee
      shall mail a notice of its succession to Noteholders. The retiring Indenture
      Trustee shall promptly transfer all property held by it as Indenture Trustee
      to
      the successor Indenture Trustee.

     

    If
      a
      successor Indenture Trustee does not take office within 60 days after the
      retiring Indenture Trustee resigns or is removed, the retiring Indenture
      Trustee, the Issuer, the Insurer or the Holders of a majority of Note Balances
      of the Notes may petition any court of competent jurisdiction for the
      appointment of a successor Indenture Trustee.

     

    If
      the
      Indenture Trustee fails to comply with Section 6.11, any Noteholder may
      petition any court of competent jurisdiction for the removal of the Indenture
      Trustee and the appointment of a successor Indenture Trustee.

     

    Notwithstanding
      the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s
      obligations under Section 6.07 shall continue for the benefit of the
      retiring Indenture Trustee.

     

    Section
      6.09  Successor
      Indenture Trustee by Merger.
      If the
      Indenture Trustee consolidates with, merges or converts into, or transfers
      all
      or substantially all its corporate trust business or assets to, another
      corporation or banking association, the resulting, surviving or transferee
      corporation without any further act shall be the successor Indenture Trustee;
      provided, that such corporation or banking association shall be otherwise
      qualified and eligible under Section 6.11. The Indenture Trustee shall
      provide the Rating Agencies written notice of any such transaction after the
      Closing Date.

     

    In
      case
      at the time such successor or successors by merger, conversion or consolidation
      to the Indenture Trustee shall succeed to the trusts created by this Indenture
      any of the Notes shall have been authenticated but not delivered, any such
      successor to the Indenture Trustee may adopt the certificate of authentication
      of any predecessor trustee, and deliver such Notes so authenticated; and in
      case
      at that time any of the Notes shall not have been authenticated, any successor
      to the Indenture Trustee may authenticate such Notes either in the name of
      any
      predecessor hereunder or in the name of the successor to the Indenture Trustee;
      and in all such cases such certificates shall have the full force which it
      is
      anywhere in the Notes or in this Indenture.

     

    Section
      6.10  Appointment
      of Co-Indenture Trustee or Separate Indenture Trustee.

     

    (a)  Notwithstanding
      any other provisions of this Indenture, at any time, for the purpose of meeting
      any legal requirement of any jurisdiction in which any part of the Trust Estate
      may at the time be located, the Indenture Trustee shall have the power and
      may
      execute and deliver all instruments to appoint one or more Persons to act as
      a
      co-trustee or co-trustees, or separate trustee or separate trustees, of all
      or
      any part of the Trust Estate, and to vest in such Person or Persons, in such
      capacity and for the benefit of the Noteholders, such title to the Trust Estate,
      or any part thereof, and, subject to the other provisions of this Section,
      such
      powers, duties, obligations, rights and trusts as the Indenture Trustee may
      consider necessary or desirable. No co-trustee or separate trustee hereunder
      shall be required to meet the terms of eligibility as a successor trustee under
      Section 6.11 and no notice to Noteholders of the appointment of any
      co-trustee or separate trustee shall be required under Section 6.08
      hereof.

     

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

     

    (i)  all
      rights, powers, duties and obligations conferred or imposed upon the Indenture
      Trustee shall be conferred or imposed upon and exercised or performed by the
      Indenture 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 Indenture 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 Indenture 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 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 Indenture Trustee;

     

    (ii)  no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and

     

    (iii)  the
      Indenture Trustee may at any time accept the resignation of or remove any
      separate trustee or co-trustee.

     

    (c)  Any
      notice, request or other writing given to the Indenture Trustee shall be deemed
      to have been given to each of the then separate trustees and co-trustees, as
      effectively as if given to each of them. Every instrument appointing any
      separate trustee or co-trustee shall refer to this Agreement and the conditions
      of this Article VI. 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 Indenture
      Trustee or separately, as may be provided therein, subject to all the provisions
      of this Indenture, specifically including every provision of this Indenture
      relating to the conduct of, affecting the liability of, or affording protection
      to, the Indenture Trustee. Every such instrument shall be filed with the
      Indenture Trustee.

     

    (d)  Any
      separate trustee or co-trustee may at any time constitute the Indenture Trustee,
      its agent or attorney-in-fact with full power and authority, to the extent
      not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Indenture Trustee, to the extent permitted by law, without the appointment
      of a
      new or successor trustee.

     

    Section
      6.11  Eligibility;
      Disqualification.
      The
      Indenture Trustee shall at all times satisfy the requirements of TIA §310(a).
      The Indenture Trustee shall have a combined capital and surplus of at least
      $50,000,000 as set forth in its most recent published annual report of condition
      and it or its parent shall have a long-term debt rating of A or better by
      S&P, A2 or better by Moody’s and A or better by Fitch. The Indenture Trustee
      shall comply with TIA §310(b), including the optional provision permitted
      by the second sentence of TIA §310(b)(9); provided, however, that there
      shall be excluded from the operation of TIA §310(b)(1) any indenture or
      indentures under which other securities of the Issuer are outstanding if the
      requirements for such exclusion set forth in TIA §310(b)(1) are
      met.

     

    Section
      6.12  Preferential
      Collection of Claims Against Issuer.
      The
      Indenture Trustee shall comply with TIA §311(a), excluding any creditor
      relationship listed in TIA §311(b). An Indenture Trustee who has resigned or
      been removed shall be subject to TIA §311(a) to the extent indicated
      therein.

     

    Section
      6.13  Representations
      and Warranties.
      The
      Indenture Trustee hereby represents that:

     

    (a)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States.

     

    (b)  The
      execution and delivery of this Indenture by it, and the performance and
      compliance with the terms of this Indenture by it, will not violate its charter
      or bylaws.

     

    (c)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Indenture, has duly authorized the execution, delivery
      and
      performance of this Indenture, and has duly executed and delivered this
      Indenture.

     

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

     

    (e)  The
      Indenture Trustee is a “securities intermediary,” as such term is defined in
      Section 8-102(a)(14)(B) of the New York UCC, that in the ordinary course of
      its
      business maintains “securities accounts” for others, as such term is used in
      Section 8-501 of the New York UCC. The local law of jurisdiction of the
      Indenture Trustee as securities intermediary shall be the State of New
      York.

     

    Section
      6.14  Directions
      to Indenture Trustee.
      The
      Indenture Trustee is hereby directed:

     

    (a)  To
      accept
      the grant of a security interest in the Trust Estate and hold the assets of
      the
      Trust in trust for the Noteholders;

     

    (b)  To
      authenticate and deliver the Notes substantially in the form prescribed by
      Exhibits A-1, A-2 and A-3 in accordance with the terms of this Indenture;


     

    (c)  To
      enter
      into the Swap Agreement; and

     

    (d)  To
      take
      all other actions as shall be required to be taken by the terms of this
      Indenture.

     

    Section
      6.15  Compliance with Withholding-Requirements.
      Notwithstanding any other provision of this Indenture, the Indenture Trustee
      shall comply with all federal withholding requirements respecting payments
      to
      Noteholders of interest that the Indenture Trustee reasonably believes are
      applicable under the Code. The consent of Noteholders shall not be required
      for
      such withholding.

     

    Section
      6.16  Commission
      Reporting.

     

    The
      Indenture Trustee shall reasonably cooperate with the Depositor in connection
      with the Trust’s satisfying the reporting requirements under the Exchange
      Act.

     

    (a)  (i)
      For
      so
      long as the Trust Fund is subject to the Exchange Act reporting
      requirements,
      within
      15 days after each Distribution Date, the Indenture Trustee shall file with
      the
      Commission via the Electronic Data Gathering and Retrieval System (“EDGAR”), a
      Distribution Report on Form 10-D, signed by the Depositor, with a copy of the
      monthly statement described in Section 3.25 to be furnished by the Indenture
      Trustee to the Certificateholders for such Distribution Date. Any disclosure
      in
      addition to the monthly statement required to be included on the Form 10-D
      (“Additional Form 10-D Disclosure”) shall be determined and prepared by the
      Indenture Trustee provided the entity indicated in Exhibit K as the responsible
      party for providing that information notifies the Indenture Trustee in writing
      thereof within 5 calendar days after each Payment Date, and the Indenture
      Trustee shall have no liability with respect to any failure to properly prepare
      or file such Form 10-D resulting from or relating to the Indenture Trustee’s
      inability or failure to obtain any information in a timely manner from the
      party
      responsible for delivery of such Additional Form 10-D Disclosure.

     

    For
      so
      long as the Trust Fund is subject to the Exchange Act reporting requirements,
      within 5 calendar days after the related Payment Date, each entity that is
      indicated in Exhibit K as the responsible party for providing Additional Form
      10-D Disclosure shall be required to provide to the Indenture Trustee and the
      Depositor, to the extent known by a Responsible Officer, clearly identifying
      which item of Form 10-D the information relates to, any Additional Form 10-D
      Disclosure, if applicable. The Indenture Trustee shall compile the information
      provided to it, prepare the Form 10-D and forward the Form 10-D to the Depositor
      for verification. The Depositor will approve, as to form and substance, or
      disapprove, as the case may be, the Form 10-D. No later than three Business
      Days
      prior to the 15th calendar day after the related Payment Date, an officer of
      the
      Depositor shall sign the Form 10-D and return an electronic or fax copy of
      such
      signed Form 10-D (with an original executed hard copy to follow by overnight
      mail) to the Indenture Trustee.

     

    (ii)  For
      so
      long as the Trust Fund is subject to the Exchange Act reporting requirements,
      within four (4) Business Days after the occurrence of an event requiring
      disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested
      by the Depositor, the Indenture Trustee shall prepare and file on behalf of
      the
      Trust a Form 8-K reporting such Reportable Event, provided that the Depositor
      shall file the initial Form 8-K in connection with the issuance of the
      Securities. Any disclosure or information related to a Reportable Event or
      that
      is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
      Information”) shall be determined and provided to the Indenture Trustee by the
      entity that is indicated in Exhibit K as the responsible party for providing
      that information, if other than the Indenture Trustee, to the Indenture Trustee
      within two Business Days after the Reportable Event, and the Indenture Trustee
      shall have no liability with respect to any failure to properly prepare or
      file
      such Form 8-K resulting from or relating to the Indenture Trustee’s inability or
      failure to obtain any information in a timely manner from the party responsible
      for delivery of such Form 8-K Disclosure Information.

     

    For
      so
      long as the Trust Fund is subject to the Exchange Act reporting requirements,
      no
      later than the end of business on the second Business Day after the occurrence
      of a Reportable Event, the entity that is indicated in Exhibit K as the
      responsible party for providing Form 8-K Disclosure Information shall be
      required to provide to the Indenture Trustee and the Depositor, to the extent
      known by a Responsible Officer, the substance of any Form 8-K Disclosure
      Information, if applicable. The Indenture Trustee shall compile the information
      provided to it, prepare the Form 8-K and forward the Form 8-K to the Depositor
      for verification. The Depositor will approve, as to form and substance, or
      disapprove, as the case may be, the Form 8-K. No later than 5 p.m. New York
      City
      time on the third Business Day after the Reportable Event, an officer of the
      Depositor shall sign the Form 8-K and return an electronic or fax copy of such
      signed Form 8-K (with an original executed hard copy to follow by overnight
      mail) to the Indenture Trustee.

     

    (iii)  Prior
      to
      January 30 of the first year in which the Indenture Trustee is able to do so
      under applicable law, the Indenture Trustee shall file a Form 15 Suspension
      Notice with respect to the Trust Fund. Prior to (x) March 15, 2007 and (y)
      unless and until a Form 15 Suspension Notice shall have been filed, prior to
      March 15 of each year thereafter, each Servicer and the Special Servicer shall
      provide the Indenture Trustee (for inclusion in the Form 10-K) with an Annual
      Compliance Statement, together with a copy of the Assessment of Compliance
      and
      Attestation Report to be delivered by the related Servicer or the Special
      Servicer pursuant to Sections 3.10 and 3.11 of the Servicing Agreement
      (including with respect to any Subservicer to which such Servicer has delegated
      any of its responsibilities with respect to the related Mortgage Loans and
      each
      Subcontractor determined by such Servicer to be “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB, if required to be
      filed). Prior to (x) March 31, 2007 and (y) unless and until a Form 15
      Suspension Notice shall have been filed, March 31 of each year thereafter,
      the
      Indenture Trustee shall file a Form 10-K with respect to the Trust Fund. Such
      Form 10-K shall include the items provided by the Servicers and the Special
      Servicer pursuant to the second preceding sentence, the Assessment of Compliance
      and Attestation Report provided pursuant to Section 6.17 hereof with respect
      to
      the Indenture Trustee, and the Form 10-K certification in the form attached
      hereto as Exhibit B (the “Depositor Certification”) signed by the senior officer
      of the Depositor in charge of securitization. The Indenture Trustee shall
      receive the items described in the preceding sentence no later than March 15
      of
      each calendar year prior to the filing deadline for the Form 10-K for so long
      as
      the Trust Fund is subject to the Exchange Act reporting requirements. If the
      Indenture Trustee or the Depositor has not received such items by March 10
      of
      the related year, such party shall notify the related Servicer by telephone
      and
      email, or by telephone and fax, of such failure.

     

    Not
      later
      than 5 Business Days before the date on which the Form 10-K is required to
      be
      filed in accordance with the Exchange Act and the rules and regulations of
      the
      Commission, the Depositor will deliver to the Indenture Trustee a form of the
      Depositor Certification. The Depositor shall subsequently deliver to the
      Indenture Trustee the executed Depositor Certification no later than the date
      on
      which the Form 10-K is required to be filed.

     

    Any
      disclosure or information in addition to that described in the preceding
      paragraph that is required to be included on Form 10-K (“Additional Form 10-K
      Disclosure”) shall be determined and provided to the Indenture Trustee by the
      entity that is indicated in Exhibit K as the responsible party for providing
      that information, if other than the Indenture Trustee.

     

    If
      information, data and exhibits to be included in the Form 10-K are not so timely
      delivered, the Indenture Trustee shall file an amended Form 10-K including
      such
      documents as exhibits reasonably promptly after they are delivered to the
      Indenture Trustee. The Indenture Trustee shall have no liability with respect
      to
      any failure to properly prepare or file such periodic reports resulting from
      or
      relating to the Indenture Trustee’s inability or failure to timely obtain any
      information from any other party.

     

    Prior
      to
      (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, prior to March 1 of each year thereafter, each entity that
      is
      indicated in Exhibit K as the responsible party for providing Additional Form
      10-K Disclosure information shall be required to provide to the Indenture
      Trustee and the Depositor, to the extent known by a Responsible Officer, the
      substance of any Additional Form 10-K Disclosure information, if applicable.
      The
      Indenture Trustee shall compile the information provided to it, prepare the
      Form
      10-K and forward the Form 10-K to the Depositor for verification. The Depositor
      will approve, as to form and substance, or disapprove, as the case may be,
      the
      Form 10-K by no later than March 25 of the relevant year (or the immediately
      preceding Business Day if March 25 is not a Business Day), an officer of the
      Depositor shall sign the Form 10-K and return an electronic or fax copy of
      such
      signed Form 10-K (with an original executed hard copy to follow by overnight
      mail) to the Indenture Trustee.

     

    The
      Indenture Trustee will post electronic copies of all Form 10-D, 8-K and 10-K
      filings on its internet website referred to in Section 3.25 as soon as
      reasonably practicable after such filings have been made with the
      Commission.

     

    (b)  Not
      later
      than 15 calendar days before the date on which the Form 10-K is required to
      be
      filed in accordance with the Exchange Act and the rules and regulations of
      the
      Commission (or, if such day is not a Business Day, the immediately preceding
      Business Day), the Indenture Trustee shall sign a certification in the form
      attached hereto as Exhibit C (the “Indenture Trustee Certification”) for the
      benefit of the Depositor and its officers, directors and affiliates regarding
      certain aspects of items 1 through 3 of the Depositor Certification. In
      addition, the Indenture Trustee shall, subject to the provisions of Section
      6.07
      hereof, indemnify and hold harmless the Depositor and each Person, if any,
      who
“controls” the Depositor within the meaning of the Securities Act and its
      officers, directors and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments and other costs and expenses arising out of or based upon
      (i)
      the failure of the Indenture Trustee to deliver when required any Assessment
      of
      Compliance required pursuant to Section 6.17 hereof or (ii) any material
      misstatement or omission contained in the Indenture Trustee Certification or
      the
      Assessment of Compliance prepared by the Indenture Trustee pursuant to Section
      6.17 hereof. If the indemnification provided for in this Section 6.16(b) is
      unavailable or insufficient to hold harmless such Persons, then the Indenture
      Trustee shall contribute to the amount paid or payable by such Persons as a
      result of the losses, claims, damages or liabilities of such Persons in such
      proportion as is appropriate to reflect the relative fault of the Depositor
      on
      the one hand and the Indenture Trustee on the other. The Indenture Trustee
      acknowledges that the Depositor is relying on the Indenture Trustee’s
      performance of its obligations under this Section 6.16 in order to perform
      its
      obligations under Section 6.16(a) above.

     

    (c)  [reserved]

     

    (d)  Upon
      any
      filing with the Commission, the Indenture Trustee shall promptly deliver to
      the
      Depositor a copy of any executed report, statement or information.

     

    (e)  If
      the
      Commission issues additional interpretative guidance or promulgates additional
      rules or regulations, or if other changes in applicable law occur, that would
      require the reporting arrangements, or the allocation of responsibilities with
      respect thereto, described in this Section 6.16, to be conducted differently
      than as described, the Depositor, Servicers, the Special Servicer and Indenture
      Trustee will reasonably cooperate to amend the provisions of this Section 6.16
      in order to comply with such amended reporting requirements and such amendment
      of this Section 6.16. Any such amendment shall be made in accordance with
      Section 10.01 without the consent of the Certificateholders, and may result
      in a
      change in the reports filed by the Indenture Trustee on behalf of the Trust
      under the Exchange Act. Notwithstanding the foregoing, the Depositor, Servicers,
      the Special Servicer and Indenture Trustee shall not be obligated to enter
      into
      any amendment pursuant to this Section 6.16 that adversely affects its
      obligations and immunities under this Agreement.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Section 6.16 of this
      Agreement is to facilitate compliance by the Seller and the Depositor with
      the
      provisions of Regulation AB promulgated by the SEC under the Exchange Act (17
      C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and
      subject to clarification and interpretive advice as may be issued by the staff
      of the Commission from time to time. Therefore, each of the parties agrees
      that
      (a) the obligations of the parties hereunder shall be interpreted in such a
      manner as to accomplish that purpose, (b) the parties’ obligations hereunder
      will be supplemented and modified as necessary to be consistent with any such
      amendments, or SEC interpretive advice or guidance in respect of the
      requirements of Regulation AB, (c) the parties shall comply with reasonable
      requests made by the Seller or the Depositor for delivery of additional or
      different information as is necessary to comply with the provisions of
      Regulation AB, and (d) no amendment of this Agreement shall be required to
      effect any such changes in the parties’ obligations as are necessary to
      accommodate evolving interpretations of the provisions of Regulation
      AB.

     

    Section
      6.17  Assessments
      of Compliance and Attestation Reports.
      For so
      long as the Trust Fund is subject to the Exchange Act reporting requirements,
      the Indenture Trustee shall provide to the Depositor by March 15 of each year,
      beginning in 2007, an Assessment of Compliance regarding the Indenture Trustee’s
      assessment of compliance with the Servicing Criteria during the preceding
      calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and
      Item 1122 of Regulation AB, which as of the date hereof, require a report by
      an
      authorized officer of the Indenture Trustee that contains the
      following:

     

    (a)  A
      statement by such officer of its responsibility for assessing compliance with
      the Servicing Criteria applicable to the Indenture Trustee;

     

    (b)  A
      statement by such officer that such officer used the Servicing Criteria to
      assess compliance with the Servicing Criteria applicable to the Indenture
      Trustee;

     

    (c)  An
      assessment by such officer of the Indenture Trustee’s compliance with the
      applicable Servicing Criteria for the period consisting of the preceding
      calendar year, including disclosure of any material instance of noncompliance
      with respect thereto during such period, which assessment shall be based on
      the
      activities it performs with respect to asset-backed securities transactions
      taken as a whole involving the Indenture Trustee, that are backed by the same
      asset type as the Loans;

     

    (d)  A
      statement that a registered public accounting firm has issued an attestation
      report on the Indenture Trustee’s Assessment of Compliance for the period
      consisting of the preceding calendar year; and

     

    (e)  A
      statement as to which of the Servicing Criteria, if any, are not applicable
      to
      the Indenture Trustee, which statement shall be based on the activities it
      performs with respect to asset-backed securities transactions taken as a whole
      involving the Indenture Trustee, that are backed by the same asset type as
      the
      Loans.

     

    Such
      report at a minimum shall address each of the Servicing Criteria specified
      on a
      certification substantially in the form of Exhibit L hereto delivered to the
      Depositor concurrently with the execution of this Agreement.

     

    In
      addition, for so long as the Trust Fund is subject to the Exchange Act reporting
      requirements, the Indenture Trustee shall provide to the Depositor by March
      15
      of each year, beginning in 2007, an Attestation Report by a registered public
      accounting firm that attests to, and reports on, the Assessment of Compliance
      made by the Indenture Trustee, as required by Rules 13a-18 and 15d-18 of the
      Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must
      be
      made in accordance with standards for attestation reports issued or adopted
      by
      the Public Company Accounting Oversight Board.

     

     

     

    ARTICLE
      VII

     

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    Section
      7.01  Issuer
      To Furnish Indenture Trustee Names and Addresses of Noteholders.
      The
      Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not
      more than five days after each Record Date, a list, in such form as the
      Indenture Trustee may reasonably require, of the names and addresses of the
      Noteholders as of such Record Date and, (b) at such other times as the Indenture
      Trustee may request in writing, within 30 days after receipt by the Issuer
      of
      any such request, a list of similar form and content as of a date not more
      than
      10 days prior to the time such list is furnished; provided, however, that so
      long as the Indenture Trustee is the Note Registrar, no such list shall be
      required to be furnished.

     

    Section
      7.02  Preservation
      of Information; Communications to Noteholders.

     

    (a)  The
      Indenture Trustee shall preserve, in as current a form as is reasonably
      practicable, the names and addresses of the Noteholders contained in the most
      recent list furnished to the Indenture Trustee as provided in Section 7.01
      and the names and addresses of Noteholders received by the Indenture Trustee
      in
      its capacity as Note Registrar. The Indenture Trustee may destroy any list
      furnished to it as provided in such Section 7.01 upon receipt of a new list
      so furnished.

     

    (b)  Noteholders
      may communicate pursuant to TIA § 312(b) with other Noteholders with respect to
      their rights under this Indenture or under the Notes.

     

    (c)  The
      Issuer, the Indenture Trustee and the Note Registrar shall have the protection
      of TIA § 312(c).

     

    Section
      7.03  Reports
      by Issuer.

     

    (a)  The
      Issuer shall:

     

    (i)  file
      with
      the Indenture Trustee, within 15 days after the Issuer is required to file
      the
      same with the Commission, copies of the annual reports and the information,
      documents and other reports (or copies of such portions of any of the foregoing
      as the Commission may from time to time by rules and regulations prescribe)
      that
      the Issuer may be required to file with the Commission pursuant to
      Section 13 or 15(d) of the Exchange Act;

     

    (ii)  file
      with
      the Indenture Trustee, and the Commission in accordance with rules and
      regulations prescribed from time to time by the Commission such additional
      information, documents and reports with respect to compliance by the Issuer
      with
      the conditions and covenants of this Indenture as may be required from time
      to
      time by such rules and regulations; and

     

    (iii)  supply
      to
      the Indenture Trustee (and the Indenture Trustee shall transmit by mail to
      all
      Noteholders described in TIA § 313(c) such summaries of any information,
      documents and reports required to be filed by the Issuer pursuant to clauses
      (i)
      and (ii) of this Section 7.03(a) and by rules and regulations prescribed
      from time to time by the Commission.

     

    (b)  Unless
      the Issuer otherwise determines, the fiscal year of the Issuer shall end on
      December 31 of each year.

     

    Section
      7.04  Reports
      by Indenture Trustee.
      If
      required by TIA §313(a), within 60 days after each January 1 beginning with
      January 1, 2006, the Indenture Trustee shall mail to each Noteholder as required
      by TIA §313(c) a brief report dated as of such date that complies with
      TIA §313(a). The Indenture Trustee also shall comply with TIA
§313(b).

     

    The
      Issuer shall notify the Indenture Trustee in writing if and when the Notes
      are
      listed on any stock exchange. A copy of each report at the time of its mailing
      to Noteholders shall be filed by the Indenture Trustee with the Commission
      and
      each stock exchange, if any, on which the Notes are listed (to the extent the
      Indenture Trustee has been notified by the Issuer of such listing).


     

     

     

    ARTICLE
      VIII

     

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    Section
      8.01  Collection
      of Money.
      Except
      as otherwise expressly provided herein, the Indenture Trustee may demand payment
      or delivery of, and shall receive and collect, directly and without intervention
      or assistance of any fiscal agent or other intermediary, all money and other
      property payable to or receivable by the Indenture Trustee pursuant to this
      Indenture. The Indenture Trustee shall apply all such money received by it
      as
      provided in this Indenture. Except as otherwise expressly provided in this
      Indenture, if any default occurs in the making of any payment or performance
      under any agreement or instrument that is part of the Trust Estate, the
      Indenture Trustee may take such action as may be appropriate to enforce such
      payment or performance, including the institution and prosecution of appropriate
      Proceedings. Any such action shall be without prejudice to any right to claim
      a
      Default or Event of Default under this Indenture and any right to proceed
      thereafter as provided in Article V.

     

    Section
      8.02  Trust
      Accounts.

     

    (a)  On
      or
      prior to the Closing Date, the Indenture Trustee shall establish and maintain,
      in the name of the Indenture Trustee, for the benefit of the Noteholders, the
      Insurer and the Certificate Paying Agent, on behalf of the Certificateholder
      and
      the Insurer, the Payment Account as provided in Section 3.01 of this
      Indenture.

     

    (b)  All
      monies deposited from time to time in the Payment Account pursuant to the
      Servicing Agreement and all deposits therein pursuant to this Indenture are
      for
      the benefit of the Noteholders, the Insurer and the Certificate Paying Agent,
      on
      behalf of the Certificateholder and the Insurer.

     

    (c)  On
      each
      Payment Date, the Indenture Trustee shall distribute all amounts on deposit
      in
      the Payment Account to Noteholders or the Insurer, as applicable, in respect
      of
      the Notes and in its capacity as Certificate Paying Agent to the
      Certificateholder or the Insurer, as applicable, in the order of priority set
      forth in Section 3.05 (except as otherwise provided in
      Section 5.04(b)).

     

    Section
      8.03  Officer’s
      Certificate.
      The
      Indenture Trustee shall receive at least seven days notice when requested by
      the
      Issuer to take any action pursuant to Section 8.05(a), accompanied by
      copies of any instruments to be executed, and the Indenture Trustee shall also
      require, as a condition to such action, an Opinion of Counsel, in form and
      substance satisfactory to the Indenture Trustee, stating the legal effect of
      any
      such action, outlining the steps required to complete the same, and concluding
      that all conditions precedent to the taking of such action have been complied
      with.

     

    Section
      8.04  Termination
      Upon Payment to Noteholders.
      This
      Indenture and the respective obligations and responsibilities of the Issuer
      and
      the Indenture Trustee created hereby shall terminate upon the payment to the
      Noteholders, the Certificate Paying Agent (on behalf of the Owner Trustee,
      the
      Certificateholders, the Indenture Trustee of all amounts required to be
      distributed pursuant to Article III; provided, however, that in no event
      shall the trust created hereby continue beyond the expiration of 21 years from
      the death of the survivor of the descendants of Joseph P. Kennedy, the late
      ambassador of the United States to the Court of St. James’s, living on the date
      hereof.

     

    Section
      8.05  Release
      of Trust Estate.

     

    (a)  Subject
      to the payment of its fees and expenses and the fees and the expenses of the
      Indenture Trustee, the Indenture Trustee may, and when required by the
      provisions of this Indenture shall, execute instruments to release property
      from
      the lien of this Indenture, or convey the Indenture Trustee’s interest in the
      same, in a manner and under circumstances that are not inconsistent with the
      provisions of this Indenture. No party relying upon an instrument executed
      by
      the Indenture Trustee as provided in Article VIII hereunder shall be bound
      to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of
      any conditions precedent, or see to the application of any monies.

     

    (b)  The
      Indenture Trustee shall, at such time as (i) there are no Notes Outstanding
      and
      (ii) all sums due the Indenture Trustee pursuant to this Indenture have been
      paid, release any remaining portion of the Trust Estate that secured the Notes
      from the lien of this Indenture.

     

    Section
      8.06  Surrender
      of Notes Upon Final Payment.
      By
      acceptance of any Note, the Holder thereof agrees to surrender such Note to
      the
      Indenture Trustee promptly, prior to such Noteholder’s receipt of the final
      payment thereon.

     

     

     

    ARTICLE
      IX

     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.01  Supplemental
      Indentures Without Consent of Noteholders.

     

    (a)  Without
      the consent of any Noteholders and the Insurer but with prior notice to the
      Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an
      Issuer Request, at any time and from time to time, may enter into one or more
      indentures supplemental hereto (which shall conform to the provisions of the
      Trust Indenture Act as in force at the date of the execution thereof), in form
      satisfactory to the Indenture Trustee, for any of the following
      purposes:

     

    (i)  to
      correct or amplify the description of any property at any time subject to the
      lien of this Indenture, or better to assure, convey and confirm unto the
      Indenture Trustee any property subject or required to be subjected to the lien
      of this Indenture, or to subject to the lien of this Indenture additional
      property;

     

    (ii)  to
      evidence the succession, in compliance with the applicable provisions hereof,
      of
      another person to the Issuer, and the assumption by any such successor of the
      covenants of the Issuer herein and in the Notes contained;

     

    (iii)  to
      add to
      the covenants of the Issuer, for the benefit of the Noteholders, or to surrender
      any right or power herein conferred upon the Issuer;

     

    (iv)  to
      convey, transfer, assign, mortgage or pledge any property to or with the
      Indenture Trustee;

     

    (v)  to
      cure
      any ambiguity, to correct or supplement any provision herein or in any
      supplemental indenture that may be inconsistent with any other provision herein
      or in any supplemental indenture;

     

    (vi)  to
      make
      any other provisions with respect to matters or questions arising under this
      Indenture or in any supplemental indenture; provided, that such action shall
      not
      materially and adversely affect the interests of the Insurer or the
      Noteholders;

     

    (vii)  to
      evidence and provide for the acceptance of the appointment hereunder by a
      successor trustee with respect to the Notes and to add to or change any of
      the
      provisions of this Indenture as shall be necessary to facilitate the
      administration of the trusts hereunder by more than one trustee, pursuant to
      the
      requirements of Article VI; or

     

    (viii)  to
      modify, eliminate or add to the provisions of this Indenture to such extent
      as
      shall be necessary to effect the qualification of this Indenture under the
      TIA
      or under any similar federal statute hereafter enacted and to add to this
      Indenture such other provisions as may be expressly required by the
      TIA;

     

    provided,
      however, that no such indenture supplements shall be entered into unless the
      Indenture Trustee and the Insurer shall have received an Opinion of Counsel
      that
      entering into such indenture supplement is permitted hereunder and will not
      (A)
      have any material adverse tax consequences to the Noteholders, including any
      Adverse REMIC Event and (B) adversely affect in any material respect the
      interests of the Noteholders or the Certificateholders.

     

    The
      Indenture Trustee is hereby authorized to join in the execution of any such
      supplemental indenture and to make any further appropriate agreements and
      stipulations that may be therein contained.

     

    (b)  The
      Issuer and the Indenture Trustee, when authorized by an Issuer Request, may,
      also without the consent of any of the Noteholders and the Insurer but with
      prior notice to the Rating Agencies, enter into an indenture or indentures
      supplemental hereto for the purpose of adding any provisions to, or changing
      in
      any manner or eliminating any of the provisions of, this Indenture or of
      modifying in any manner the rights of the Noteholders under this Indenture;
      provided, however, that such action shall, as evidence by an Opinion of Counsel,
      be permitted hereunder and shall not, as evidenced by such Opinion of Counsel,
      (i) adversely affect in any material respect the interests of any Noteholder
      or
      (ii) cause the Issuer to be subject to an entity level tax.

     

    (c)  The
      Issuer, the Indenture Trustee shall, as directed by the Insurer and the Holders
      of not less than 100% of the Certificate Percentage Interests, enter into an
      indenture or indentures supplemental hereto for the purpose of providing for
      the
      issuance of one or more additional Classes of Notes entitled to payments derived
      solely from all or a portion of the payments to which the Certificates issued
      on
      the Closing Date pursuant to the Trust Agreement are entitled; provided,
      however, that such action shall as evidenced by an Opinion of Counsel, be
      permitted hereunder and shall not as evidenced by an Opinion of Counsel, (i)
      adversely affect in any material respect the interests of any existing
      Noteholder or (ii) cause the Issuer to be subject to an entity level tax. Each
      such Class of Notes shall be a non-recourse obligation of the Issuer and
      shall be entitled to interest and principal in such amounts, and to such
      security for the repayment thereof, as shall be specified in such amendment
      or
      amendments. Promptly after the execution by the Issuer, the Indenture Trustee
      of
      any amendments pursuant to this Section or the creation of a new Indenture
      and the issuance of the related Class or Classes of Notes, the Issuer shall
      require the Indenture Trustee to give notice to the Noteholders and the Rating
      Agencies setting forth in general terms the substance of the provisions of
      such
      amendment. Any failure of the Indenture Trustee to provide such notice as is
      required under this paragraph, or any defect therein, shall not, however, in
      any
      way impair or affect the validity of such amendment or any Class of Notes
      issued pursuant thereto.

     

    (d)  Notwithstanding
      any of the other provisions of this Section 9.01, neither the Issuer nor the
      Indenture Trustee shall enter into any supplemental indenture to Section 3.31
      or
      Section 3.05(e)(I)(xxviii) of this Indenture or any other supplemental indenture
      that would have a material adverse effect on the Counterparty without the prior
      written consent of the Counterparty.

     

    Section
      9.02  Supplemental
      Indentures With Consent of Noteholders.
      The
      Issuer and, the Indenture Trustee, when authorized by an Issuer Request, also
      may, with prior notice to the Rating Agencies and with the consent of the
      Insurer and the Holders of not less than a majority of the Voting Rights of
      the
      Notes affected thereby, by Act of Noteholders delivered to the Issuer and the
      Indenture Trustee, enter into an indenture or indentures supplemental hereto
      for
      the purpose of adding any provisions to, or changing in any manner or
      eliminating any of the provisions of, this Indenture or of modifying in any
      manner the rights of the Holders of the Notes under this Indenture; provided
      however, that no such supplemental indenture shall, without the consent of
      each
      Noteholder of each Note affected thereby:

     

    (a)  change
      the date of payment of any installment of principal of or interest on any Note,
      or reduce the principal amount thereof or the interest rate thereon, change
      the
      provisions of this Indenture relating to the application of collections on,
      or
      the proceeds of the sale of, the Trust Estate to payment of principal of or
      interest on the Notes, or change any place of payment where, or the coin or
      currency in which, any Note or the interest thereon is payable, or impair the
      right to institute suit for the enforcement of the provisions of this Indenture
      requiring the application of funds available therefor, as provided in
      Article V, to the payment of any such amount due on the Notes on or after
      the respective due dates thereof;

     

    (b)  reduce
      the percentage of the Note Balances of the Notes, the consent of the Holders
      of
      which is required for any such supplemental indenture, or the consent of the
      Holders of which is required for any waiver of compliance with certain
      provisions of this Indenture or certain defaults hereunder and their
      consequences provided for in this Indenture;

     

    (c)  modify
      or
      alter the provisions of the exception in the definition of the term
“Outstanding”;

     

    (d)  reduce
      the percentage of the Note Balances of the Notes required to direct the
      Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate
      pursuant to Section 5.04;

     

    (e)  modify
      any provision of this Section 9.02 except to increase any percentage
      specified herein or to provide that certain additional provisions of this
      Indenture or the Basic Documents cannot be modified or waived without the
      consent of each Noteholder affected thereby;

     

    (f)  modify
      any of the provisions of this Indenture in such manner as to affect the
      calculation of the amount of any payment of interest or principal due on any
      Note on any Payment Date (including the calculation of any of the individual
      components of such calculation); or

     

    (g)  permit
      the creation of any lien ranking prior to or on a parity with the lien of this
      Indenture with respect to any part of the Trust Estate or, except as otherwise
      permitted or contemplated herein, terminate the lien of this Indenture on any
      property at any time subject hereto or deprive any Noteholder of the security
      provided by the lien of this Indenture; and provided, further, that such action
      shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be subject
      to an entity level tax.

     

    The
      Indenture Trustee may in its discretion determine whether or not any Notes
      would
      be affected by any supplemental indenture and any such determination shall
      be
      conclusive upon the Holders of all Notes, whether theretofore or thereafter
      authenticated and delivered hereunder. The Indenture Trustee shall not be liable
      for any such determination made in good faith.

     

    It
      shall
      not be necessary for any Act of Noteholders under this Section 9.02 to
      approve the particular form of any proposed supplemental indenture, but it
      shall
      be sufficient if such Act shall approve the substance thereof.

     

    Promptly
      after the execution by the Issuer, the Indenture Trustee of any supplemental
      indenture pursuant to this Section 9.02, the Indenture Trustee shall mail
      to Noteholders to which such amendment or supplemental indenture relates a
      notice setting forth in general terms the substance of such supplemental
      indenture. Any failure of the Indenture Trustee to mail such notice, or any
      defect therein, shall not, however, in any way impair or affect the validity
      of
      any such supplemental indenture.

     

    Notwithstanding
      any of the other provisions of this Section 9.02, neither the Issuer nor the
      Indenture Trustee shall enter into any supplemental indenture to Section 3.31
      or
      Section 3.05(e)(I)(xxviii) of this Indenture or any other supplemental indenture
      that would have a material adverse effect on the Counterparty without the prior
      written consent of the Counterparty.

     

    Section
      9.03  Execution
      of Supplemental Indentures.
      In
      executing, or permitting the additional trusts created by, any supplemental
      indenture permitted by this Article IX or the modification thereby of the
      trusts created by this Indenture, the Indenture Trustee shall be entitled to
      receive, and subject to Sections 6.01 and 6.02, shall be fully protected in
      relying upon, an Opinion of Counsel stating that the execution of such
      supplemental indenture is authorized or permitted by this Indenture. The
      Indenture Trustee may, but shall not be obligated to, enter into any such
      supplemental indenture that affects the Indenture Trustee’s own rights, duties,
      liabilities or immunities under this Indenture or otherwise.

     

    Section
      9.04  Effect
      of Supplemental Indenture.
      Upon
      the execution of any supplemental indenture pursuant to the provisions hereof,
      this Indenture shall be and shall be deemed to be modified and amended in
      accordance therewith with respect to the Notes affected thereby, and the
      respective rights, limitations of rights, obligations, duties, liabilities
      and
      immunities under this Indenture of the Indenture Trustee, the Issuer and the
      Noteholders shall thereafter be determined, exercised and enforced hereunder
      subject in all respects to such modifications and amendments, and all the terms
      and conditions of any such supplemental indenture shall be and be deemed to
      be
      part of the terms and conditions of this Indenture for any and all
      purposes.

     

    Section
      9.05  Conformity
      with Trust Indenture Act.
      Every
      amendment of this Indenture and every supplemental indenture executed pursuant
      to this Article IX shall conform to the requirements of the Trust Indenture
      Act as then in effect so long as this Indenture shall then be qualified under
      the Trust Indenture Act.

     

    Section
      9.06  Reference
      in Notes to Supplemental Indentures.
      Notes
      authenticated and delivered after the execution of any supplemental indenture
      pursuant to this Article IX may, and if required by the Indenture Trustee
      shall, bear a notation in form approved by the Indenture Trustee as to any
      matter provided for in such supplemental indenture. If the Issuer or the
      Indenture Trustee shall so determine, new Notes so modified as to conform,
      in
      the opinion of the Indenture Trustee and the Issuer, to any such supplemental
      indenture may be prepared and executed by the Issuer and authenticated and
      delivered by the Indenture Trustee in exchange for Outstanding
      Notes.

     

    Section
      9.07  Supplemental
      Indentures Affecting the Servicers.
      Notwithstanding any other provision of this Article IX, no supplemental
      indenture shall be executed that would materially and adversely affect the
      interests of the Servicers described under Sections 3.22 or 10.18 hereunder
      or
      in Appendix A without the consent of the Servicers.

     

     

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

    Section
      10.01  Compliance
      Certificates and Opinions, etc.

     

    (a)  Upon
      any
      application or request by the Issuer to the Indenture Trustee to take any action
      under any provision of this Indenture, the Issuer shall furnish to the Indenture
      Trustee (i) an Officer’s Certificate stating that all conditions precedent,
      if any, provided for in this Indenture relating to the proposed action have
      been
      complied with and (ii) an Opinion of Counsel stating that in the opinion of
      such
      counsel all such conditions precedent, if any, have been complied with, except
      that, in the case of any such application or request as to which the furnishing
      of such documents is specifically required by any provision of this Indenture,
      no additional certificate or opinion need be furnished.

     

    Every
      Officer’s Certificate or opinion with respect to compliance with a condition or
      covenant provided for in this Indenture shall include:

     

    (i)  a
      statement that each signatory of such Officer’s Certificate or opinion has read
      or has caused to be read such covenant or condition and the definitions herein
      relating thereto;

     

    (ii)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

     

    (iii)  a
      statement that, in the opinion of each such signatory, such signatory has made
      such examination or investigation as is necessary to enable such signatory
      to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with;

     

    (iv)  a
      statement as to whether, in the opinion of each such signatory, such condition
      or covenant has been complied with; and

     

    (v)  if
      the
      signatory to such Certificate or Opinion is required to be Independent, the
      statement required by the definition of the term “Independent
      Certificate”.

     

    (b)  (i)Prior
      to
      the deposit of any Collateral or other property or securities with the Indenture
      Trustee that is to be made the basis for the release of any property or
      securities subject to the lien of this Indenture, the Issuer shall, in addition
      to any obligation imposed in Section 10.01(a) or elsewhere in this
      Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
      or stating the opinion of each person signing such certificate as to the fair
      value (within 90 days of such deposit) to the Issuer of the Collateral or other
      property or securities to be so deposited.

     

    (ii)  Whenever
      the Issuer is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signatory thereof as to
      the
      matters described in clause (i) above, the Issuer shall also deliver to the
      Indenture Trustee an Independent Certificate as to the same matters, if the
      fair
      value to the Issuer of the securities to be so deposited and of all other such
      securities made the basis of any such withdrawal or release since the
      commencement of the then-current fiscal year of the Issuer, as set forth in
      the
      certificates delivered pursuant to clause (i) above and this clause (ii), is
      10%
      or more of the Note Balances of the Notes, but such a certificate need not
      be
      furnished with respect to any securities so deposited, if the fair value thereof
      to the Issuer as set forth in the related Officer’s Certificate is less than
      $25,000 or less than one percent of the Note Balances of the Notes.

     

    (iii)  Whenever
      any property or securities are to be released from the lien of this Indenture,
      the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate
      certifying or stating the opinion of each person signing such certificate as
      to
      the fair value (within 90 days of such release) of the property or securities
      proposed to be released and stating that in the opinion of such person the
      proposed release will not impair the security under this Indenture in
      contravention of the provisions hereof.

     

    (iv)  Whenever
      the Issuer is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (iii) above, the Issuer shall also furnish to the
      Indenture Trustee an Independent Certificate as to the same matters if the
      fair
      value of the property or securities and of all other property, other than
      property as contemplated by clause (v) below or securities released from the
      lien of this Indenture since the commencement of the then-current calendar
      year,
      as set forth in the certificates required by clause (iii) above and this clause
      (iv), equals 10% or more of the Note Balances of the Notes, but such certificate
      need not be furnished in the case of any release of property or securities
      if
      the fair value thereof as set forth in the related Officer’s Certificate is less
      than $25,000 or less than one percent of the then Note Balances of the
      Notes.

     

    (v)  Notwithstanding
      any provision of this Indenture, the Issuer may, without compliance with the
      requirements of the other provisions of this Section 10.01, (A) collect,
      sell or otherwise dispose of the Loans as and to the extent permitted or
      required by the Basic Documents or (B) make cash payments out of the Payment
      Account as and to the extent permitted or required by the Basic Documents,
      so
      long as the Issuer shall deliver to the Indenture Trustee every six months,
      commencing January 1, 2007, an Officer’s Certificate of the Issuer stating that
      all the dispositions of Collateral described in clauses (A) or (B) above that
      occurred during the preceding six calendar months were in the ordinary course
      of
      the Issuer’s business and that the proceeds thereof were applied in accordance
      with the Basic Documents.

     

    Section
      10.02  Form
      of Documents Delivered to Indenture Trustee.
      In any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

     

    Any
      certificate or opinion of an Authorized Officer of the Issuer may be based,
      insofar as it relates to legal matters, upon a certificate or opinion of, or
      representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which such officer’s certificate or opinion is
      based are erroneous. Any such certificate of an Authorized Officer or Opinion
      of
      Counsel may be based, insofar as it relates to factual matters, upon a
      certificate or opinion of, or representations by, an officer or officers of
      the
      Seller, the Depositor or the Issuer, stating that the information with respect
      to such factual matters is in the possession of the Seller, the Depositor or
      the
      Issuer, unless such counsel knows, or in the exercise of reasonable care should
      know, that the certificate or opinion or representations with respect to such
      matters are erroneous.

     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    Whenever
      in this Indenture, in connection with any application or certificate or report
      to the Indenture Trustee, it is provided that the Issuer shall deliver any
      document as a condition of the granting of such application, or as evidence
      of
      the Issuer’s compliance with any term hereof, it is intended that the truth and
      accuracy, at the time of the granting of such application or at the effective
      date of such certificate or report (as the case may be), of the facts and
      opinions stated in such document shall in such case be conditions precedent
      to
      the right of the Issuer to have such application granted or to the sufficiency
      of such certificate or report. The foregoing shall not, however, be construed
      to
      affect the Indenture Trustee’s right to rely upon the truth and accuracy of any
      statement or opinion contained in any such document as provided in
      Article VI.

     

    Section
      10.03  Acts
      of Noteholders.

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Noteholders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Noteholders in person or by agents duly appointed in
      writing; and except as herein otherwise expressly provided such action shall
      become effective when such instrument or instruments are delivered to the
      Indenture Trustee, and, where it is hereby expressly required, to the Issuer.
      Such instrument or instruments (and the action embodied therein and evidenced
      thereby) are herein sometimes referred to as the “Act of Noteholders” signing
      such instrument or instruments. Proof of execution of any such instrument or
      of
      a writing appointing any such agent shall be sufficient for any purpose of
      this
      Indenture and (subject to Section 6.01) conclusive in favor of the
      Indenture Trustee and the Issuer, if made in the manner provided in this
      Section 10.03.

     

    (b)  The
      fact
      and date of the execution by any person of any such instrument or writing may
      be
      proved in any manner that the Indenture Trustee deems sufficient.

     

    (c)  The
      ownership of Notes shall be proved by the Note Registrar.

     

    (d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by any Noteholder shall bind the Holder of every Note issued upon the
      registration thereof or in exchange therefor or in lieu thereof, in respect
      of
      anything done, omitted or suffered to be done by the Indenture Trustee or the
      Issuer in reliance thereon, whether or not notation of such action is made
      upon
      such Note.

     

    Section
      10.04  Notices,
      etc., to Indenture Trustee, Issuer, Insurer and Rating Agencies.

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Noteholders or other documents provided or permitted by this Indenture shall
      be
      in writing and if such request, demand, authorization, direction, notice,
      consent, waiver or Act of Noteholders is to be made upon, given or furnished
      to
      or filed with:

     

    (i)  the
      Indenture Trustee by any Noteholder or by the Issuer, it shall be sufficient
      for
      every purpose hereunder if made, given, furnished or filed in writing to or
      with
      the Indenture Trustee at the Corporate Trust Office. The Indenture Trustee
      shall
      promptly transmit any notice received by it from the Noteholders to the Issuer,
      

     

    (ii)  the
      Issuer by the Indenture Trustee or by any Noteholder, it shall be sufficient
      for
      every purpose hereunder if in writing and mailed first-class, postage prepaid
      to
      the Issuer addressed to: Home Equity Mortgage Trust 2006-2, in care of
      Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
      Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration,
      or
      at any other address previously furnished in writing to the Indenture Trustee
      by
      the Issuer. The Issuer shall promptly transmit any notice received by it from
      the Noteholders to the Indenture Trustee.

     

    (iii)  the
      Insurer by the Issuer, the Indenture Trustee or by any Noteholders shall be
      sufficient for every purpose hereunder if in writing and mailed first-class,
      postage prepaid, or personally delivered or telecopied to: Financial Guaranty
      Insurance Company, 125 Park Avenue, New York, New York 10017, Attention:
      Research and Risk Management and via electronic mail to SFSurveillance@fgic.com.
      The Insurer shall promptly transmit any notice received by it from the Issuer,
      the Indenture Trustee or the Noteholders to the Issuer or Indenture Trustee
      as
      the case may be;

     

    Notices
      required to be given to the Rating Agencies by the Issuer or the Indenture
      Trustee or the Owner Trustee shall be in writing, personally delivered or mailed
      by certified mail, return receipt requested, to (i) in the case of Moody’s, at
      the following address: Moody’s Investors Service, Inc., ABS Monitoring
      Department, 99 Church Street, New York, New York 10007,
      Attention: Residential Mortgage Surveillance Group and (ii) in the case of
      Standard & Poor’s, at the following address: Standard & Poor’s, 26
      Broadway, 15th Floor, New York, New York 10004, Attention: Asset Backed
      Surveillance Department; or as to each of the foregoing, at such other address
      as shall be designated by written notice to the other parties.

     

    Section
      10.05  Notices
      to Noteholders; Waiver.
      Where
      this Indenture provides for notice to Noteholders of any event, such notice
      shall be sufficiently given (unless otherwise herein expressly provided) if
      in
      writing and mailed, first-class, postage prepaid to each Noteholder affected
      by
      such event, at such Person’s address as it appears on the Note Register, not
      later than the latest date, and not earlier than the earliest date, prescribed
      for the giving of such notice. In any case where notice to Noteholders is given
      by mail, neither the failure to mail such notice nor any defect in any notice
      so
      mailed to any particular Noteholder shall affect the sufficiency of such notice
      with respect to other Noteholders, and any notice that is mailed in the manner
      herein provided shall conclusively be presumed to have been duly given
      regardless of whether such notice is in fact actually received.

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by any Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such notice. Waivers
      of
      notice by Noteholders shall be filed with the Indenture Trustee but such filing
      shall not be a condition precedent to the validity of any action taken in
      reliance upon such a waiver.

     

    In
      case,
      by reason of the suspension of regular mail service as a result of a strike,
      work stoppage or similar activity, it shall be impractical to mail notice of
      any
      event to Noteholders when such notice is required to be given pursuant to any
      provision of this Indenture, then any manner of giving such notice as shall
      be
      satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving
      of such notice.

     

    Where
      this Indenture provides for notice to the Rating Agencies, failure to give
      such
      notice shall not affect any other rights or obligations created hereunder,
      and
      shall not under any circumstance constitute an Event of Default.

     

    Section
      10.06  Alternate
      Payment and Notice Provisions.
      Notwithstanding any provision of this Indenture or any of the Notes to the
      contrary, the Issuer may enter into any agreement with any Noteholder providing
      for a method of payment, or notice by the Indenture Trustee to such Noteholder,
      that is different from the methods provided for in this Indenture for such
      payments or notices. The Issuer shall furnish to the Indenture Trustee a copy
      of
      each such agreement and the Indenture Trustee shall cause payments to be made
      and notices to be given in accordance with such agreements.

     

    Section
      10.07  Conflict
      with Trust Indenture Act.
      If any
      provision hereof limits, qualifies or conflicts with another provision hereof
      that is required to be included in this Indenture by any of the provisions
      of
      the Trust Indenture Act, such required provision shall control.

     

    The
      provisions of TIA §§310 through 317 that impose duties on any Person (including
      the provisions automatically deemed included herein unless expressly excluded
      by
      this Indenture) are a part of and govern this Indenture, whether or not
      physically contained herein.

     

    Section
      10.08  Effect
      of Headings.
      The
      Article and Section headings herein are for convenience only and shall
      not affect the construction hereof.

     

    Section
      10.09  Successors
      and Assigns.
      All
      covenants and agreements in this Indenture and the Notes by the Issuer shall
      bind its successors and assigns, whether so expressed or not. All agreements
      of
      the Indenture Trustee in this Indenture shall bind its successors, co-trustees
      and agents.

     

    Section
      10.10  Separability.
      In case
      any provision in this Indenture or in the Notes shall be invalid, illegal or
      unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    Section
      10.11  Benefits
      of Indenture.
      Nothing
      in this Indenture or in the Notes, express or implied, shall give to any Person,
      other than the parties hereto and their successors hereunder, the Insurer and
      the Noteholders and any other party secured hereunder, and any other Person
      with
      an ownership interest in any part of the Trust Estate, any benefit or any legal
      or equitable right, remedy or claim under this Indenture. The Insurer shall
      be
      an intended 3rd
      party
      beneficiary.

     

    Section
      10.12  Legal
      Holidays.
      In any
      case where the date on which any payment is due shall not be a Business Day,
      then (notwithstanding any other provision of the Notes or this Indenture)
      payment need not be made on such date, but may be made on the next succeeding
      Business Day with the same force and effect as if made on the date on which
      nominally due, and no interest shall accrue for the period from and after any
      such nominal date.

     

    Section
      10.13  GOVERNING
      LAW.
      THIS
      INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, 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
      10.14  Counterparts.
      This
      Indenture may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     

    Section
      10.15  Recording
      of Indenture.
      If this
      Indenture is subject to recording in any appropriate public recording offices,
      such recording is to be effected by the Issuer and at its expense accompanied
      by
      an Opinion of Counsel (which may be counsel to the Indenture Trustee or any
      other counsel reasonably acceptable to the Indenture Trustee) to the effect
      that
      such recording is necessary either for the protection of the Noteholders or
      any
      other Person secured hereunder or for the enforcement of any right or remedy
      granted to the Indenture Trustee under this Indenture.

     

    Section
      10.16  Issuer
      Obligation.
      No
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuer, the Owner Trustee, the Indenture Trustee on the Notes or under
      this Indenture or any certificate or other writing delivered in connection
      herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee
      in
      its individual capacity, (ii) any owner of a beneficial interest in the Issuer
      or (iii) any partner, owner, beneficiary, agent, officer, director, employee
      or
      agent of the Indenture Trustee or the Owner Trustee in its individual capacity,
      any holder of a beneficial interest in the Issuer, the Owner Trustee, the
      Indenture Trustee or of any successor or assign of any of them in its individual
      capacity, except as any such Person may have expressly agreed (it being
      understood that the Indenture Trustee and the Owner Trustee have no such
      obligations in their individual capacity) and except that any such partner,
      owner or beneficiary of the Issuer shall be fully liable, to the extent provided
      by applicable law, for any unpaid consideration for stock, unpaid capital
      contribution or failure to pay any installment or call owing to such entity.
      For
      all purposes of this Indenture, in the performance of any duties or obligations
      of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled
      to
      the benefits of, the terms and provisions of Article VI, VII and VIII of
      the Trust Agreement.

     

    Section
      10.17  No
      Petition.
      The
      Indenture Trustee by entering into this Indenture, and each Noteholder, by
      accepting a Note, hereby covenant and agree that they will not at any time
      prior
      to the day one year and one day after the date this Indenture terminates
      institute against the Depositor or the Issuer, or join in any institution
      against the Depositor or the Issuer 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 Notes, this Indenture or any of the Basic
      Documents.

     

    Section
      10.18  Optional
      Termination. 

     

    (a)  With
      respect to either Loan Group, the related Terminating Entity shall have the
      right, but not the obligation, upon the related Aggregate Collateral Balance
      (after applying payments received in the related Collection Period) as of such
      Payment Date being less than ten percent of the related Aggregate Collateral
      Balance as of the Cut-off Date, to purchase from the Issuer all of the related
      assets of the Trust Estate at a price equal to the greater of (I) the sum of
      (A)
      100% of the related Aggregate Collateral Balance (other than in respect of
      REO)
      plus one month’s accrued interest thereon at the applicable Mortgage Interest
      Rate with respect to each Loan, (B) with respect to any REO, the lesser of
      (x)
      the appraised value of any REO as determined by the higher of two independent
      valuations completed by two independent companies selected by the Depositor
      at
      the expense of the Depositor and (y) the Principal Balance of each Loan related
      to any REO, in each case plus accrued and unpaid interest thereon at the
      applicable Mortgage Interest Rate, (C) any remaining unreimbursed Advances,
      Servicing Advances and Servicing Fees payable to a Servicer (other than a
      Servicer that is the Terminating Entity) or the Indenture Trustee and any
      unreimbursed Advances (made by the Indenture Trustee as a successor Servicer)
      and expenses payable to the Indenture Trustee, (D) in the case of Loan Group
      1,
      any Swap Termination Payment payable to the Counterparty which remains unpaid
      or
      which is due to the exercise of such option and (E) in the case of Loan Group
      2,
      any outstanding Insurer Reimbursement Amounts (the sum of (A), (B), (C), (D)
      and
      (E), collectively, the “Par Value”) and (II) the Fair Market Value;

     

    (b)  If
      the
      Terminating Entity for a Loan Group has not exercised its purchase option
      described above, on any Payment Date on or after the date on which the aggregate
      Principal Balance of the related Loans and the appraised value of the REOs
      at
      the time of the purchase is less than five percent of the related Aggregate
      Collateral Balance as of the Cut-off Date (the “Auction Date”), the Indenture
      Trustee shall solicit, or cause to be solicited, good faith bids for the Loans
      and all property acquired in respect of any remaining related Loan (the “Trust
      Collateral”) from at least three institutions that are regular purchasers and/or
      sellers in the secondary market of residential whole mortgage loans similar
      to
      the related Loans. If the Indenture Trustee receives at least three bids for
      the
      related Trust Collateral, and one of such bids is equal to or greater than
      the
      Par Value, the Indenture Trustee shall sell the related Trust Collateral to
      the
      highest bidder (the “Auction Purchaser”) at the price offered by the Auction
      Purchaser (the “Loan Auction Price”) and following such sale shall have no
      further liability or responsibility therefor. If the Indenture Trustee receives
      less than three bids, or does not receive any bid that is equal to or greater
      than the related Par Value, the Indenture Trustee shall continue conducting
      auctions every six months until the earlier of (a) the completion of a
      successful auction and (b) the related Terminating Entity exercises its purchase
      option. All of the expenses incurred by the Indenture Trustee in connection
      with
      the solicitation of bids for a successful auction described in this paragraph
      shall be payable to the Indenture Trustee, out of the related Loan Auction
      Price
      received in connection with such successful auction; provided, however that
      any
      indemnification rights available to the Indenture Trustee under this Indenture
      in connection with any auctions will not be limited by this sentence and the
      Indenture Trustee shall not be entitled to be reimbursed for any expenses
      incurred in connection with an auction that is not successful. Notwithstanding
      anything to the contrary herein, the Auction Purchaser shall not be the
      Depositor or the Seller or any of their respective affiliates.

     

    (c)  If
      any
      right to purchase is exercised, the related Terminating Entity or Auction
      Purchaser, as applicable, shall deposit the related Termination Price, with
      the
      Indenture Trustee pursuant to Section 4.10 hereof and, upon the receipt of
      such deposit, the Indenture Trustee or the Custodians shall release to the
      designee appointed by the related
      Terminating Entity or the Auction Purchaser,
      as
      applicable, the files pertaining to the Loans being purchased. The related
      Terminating Entity or the Auction Purchaser, as applicable, at their expense,
      shall prepare and deliver to the Indenture Trustee or the related Custodians,
      for execution, at the time the related Loans are to be released to the related
      Terminating Entity or the Auction Purchaser, as applicable, appropriate
      documents assigning each such Loan from the Indenture Trustee and the Issuer
      to
      the Terminating Entity or the Auction Purchaser, as applicable. The related
      Terminating Entity shall give the Indenture Trustee, the Servicers not less
      than
      fifteen Business Days’ prior written notice of the Payment Date on which the
      Terminating Entity anticipates that the final distribution will be made to
      the
      related Securityholders. Notice of any termination, specifying the anticipated
      Final Scheduled Payment Date or other Payment Date (which shall be a date that
      would otherwise be a Payment Date) upon which the Noteholders may surrender
      their Notes and/or the Certificateholders may surrender their Certificates
      to
      the Indenture Trustee (if so required by the terms hereof) for payment of the
      final distribution and cancellation, shall be given promptly by the Indenture
      Trustee by first class mail to Holders of the affected Securities. Such notice
      shall be mailed no earlier than the 15th day and not later than the 10th day
      preceding the applicable Optional Termination Date and shall specify: (i) the
      anticipated Final Scheduled Payment Date or other Payment Date upon which final
      payment of the Notes and/or Certificates is anticipated to be made upon
      presentation and surrender of Notes and/or Certificates at the office or agency
      of the Indenture Trustee therein designated; and (ii) the amount of any such
      final payment, if known. 

     

    Section
      10.19  Inspection.
      The
      Issuer agrees that, on reasonable prior notice, it shall permit any
      representative of the Indenture Trustee, during the Issuer’s normal business
      hours, to examine all the books of account, records, reports and other papers
      of
      the Issuer, to make copies and extracts therefrom, to cause such books to be
      audited by Independent certified public accountants, and to discuss the Issuer’s
      affairs, finances and accounts with the Issuer’s officers, employees, and
      Independent certified public accountants, all at such reasonable times and
      as
      often as may be reasonably requested. The Indenture Trustee shall cause its
      representatives to hold in confidence all such information except to the extent
      disclosure may be required by law (and all reasonable applications for
      confidential treatment are unavailing) and except to the extent that the
      Indenture Trustee may reasonably determine that such disclosure is consistent
      with its obligations hereunder.

     

    Section
      10.20  Limitation
      of Liability of Owner Trustee.
      Notwithstanding anything to the contrary herein, this Indenture has been
      executed and delivered by Wilmington Trust Company, not individually or
      personally, but solely as Owner Trustee of Home Equity Mortgage Trust 2006-2,
      in
      the exercise of the powers and authority conferred and vested in it, (a) each
      of
      the representations, undertakings and agreements herein made on the part of
      the
      Issuer is made and intended not as personal representations, undertakings and
      agreements by Wilmington Trust Company, but is made and intended for the purpose
      for binding only the Issuer, (b) nothing herein contained shall be construed
      as
      creating any liability on Wilmington Trust Company, individually or personally,
      to perform any covenant either expressed or implied contained herein, all such
      liability, if any, being expressly waived by the parties hereto and by any
      Person claiming by, through or under the parties hereto and (c) under no
      circumstances shall Wilmington Trust Company be personally liable for the
      payment of any indebtedness or expenses of the Issuer or be liable for the
      breach or failure of any obligation, representation, warranty or covenant made
      or undertaken by the Issuer under this Indenture or any other related
      documents.

     

    Section
      10.21  Determination
      of the Terminating Entity.

     

    (a)  If
      any
      Servicer intends to be the Terminating Entity, such party must give written
      notice to the Indenture Trustee no later than twenty (20) days prior to the
      first day of the Optional Termination Notice Period. Upon receiving such notice,
      the Indenture Trustee shall immediately request from the Seller and the Seller
      shall deliver no later than seventeen (17) days prior to the first day of the
      Optional Termination Notice Period a letter indicating whether or not the Seller
      retains the servicing rights to any Loan.

     

    (b)  The
      Indenture Trustee shall determine the “Terminating Entity” as
      follows:

     

    (i)  the
      Seller, if it is the owner of the servicing rights with respect to any Loans
      on
      the related Optional Termination Date;

     

    (ii)  SPS,
      if
      (a) the Seller is not the owner of the servicing rights with respect to any
      related Loans on the related Optional Termination Date and (b) SPS is a Special
      Servicer with respect to any related Loans on the Optional Termination Date
      and
      SPS has given notice to the Indenture Trustee pursuant to Section 10.21(a)
      above; or

     

    (iii)  the
      related Majority Servicer on the Optional Termination Date, if (a) the Seller
      is
      not the owner of the servicing rights with respect to any related Loans on
      the
      Optional Termination Date and (b) SPS has not given notice to the Indenture
      Trustee pursuant to Section 10.21(a) above.

     

    (c)  
      No later
      than fifteen (15) days prior to the first day of the Optional Termination Notice
      Period, the Indenture Trustee shall provide notice to each Servicer that is
      a
      servicer of any of the Loans of the identity of the Terminating
      Entity.

     

    Section
      10.22  Additional
      Termination Requirements.

     

    (a)  In
      the
      event that the related Optional Termination Holder exercises its purchase option
      with respect to the Loans as provided in Section 10.18 or the Auction Purchaser
      purchases the Loans pursuant to Section 10.18, at such time as the Loans are
      so
      purchased, the related REMICs shall be terminated in accordance with the
      following additional requirements, unless the Indenture Trustee has been
      supplied with an Opinion of Counsel, at the expense of the Depositor, to the
      effect that the failure to comply with the requirements of this Section 10.22
      will not (i) result in the imposition of taxes on “prohibited transactions” on
      any REMIC as defined in Section 860F of the Code, or (ii) cause REMIC IA, REMIC
      IB, REMIC IC, REMIC ID, REMIC IIA, REMIC IIB or REMIC IIC to fail to qualify
      as
      a REMIC at any time that any Certificates are outstanding:

     

    (i)  Within
      90
      days prior to the final Payment Date set forth in the notice given by the
      Indenture Trustee under Section 10.18, the Depositor shall prepare and the
      Indenture Trustee, at the expense of the Depositor, shall adopt a plan of
      complete liquidation within the meaning of Section 860F(a)(4) of the Code which,
      as evidenced by an Opinion of Counsel (which opinion shall not be an expense of
      the Indenture Trustee, the Tax Matters Person or the Trust Fund), meets the
      requirements of a qualified liquidation;

     

    (ii)  Within
      90
      days after the time of adoption of such a plan of complete liquidation, the
      Indenture Trustee shall sell all of the assets of the Trust Fund to the
      Depositor for cash in accordance with Section 9.01; and

     

    (iii)  On
      the
      date specified for final payment of the related Notes and Certificates, the
      Indenture Trustee shall, after payment of any unreimbursed Advances, Servicing
      Advances, Servicing Fees or other payment or compensation payable to each
      Servicer pursuant to the Servicing Agreement and other payments required to
      be
      made to the Indenture Trustee or the Administrator under the Basic Documents,
      make final payments of principal and interest on the Notes and Certificates
      in
      accordance with Section 3.05 and distribute or credit, or cause to be
      distributed or credited, to the Holders of the Class 1A-R, Class 2A-R and Class
      G Certificates all cash on hand after such final payment (other than the cash
      retained to meet claims), and the related REMIC shall terminate at that
      time.

     

    (b)  The
      Indenture Trustee as agent for REMIC IA, REMIC IB, REMIC IC, REMIC ID, REMIC
      IIA, REMIC IIB and REMIC IIC hereby agrees to adopt and sign such a plan of
      complete liquidation upon the written request of the Depositor, and the receipt
      of the Opinion of Counsel referred to in Section 10.22(a)(1) and to take such
      other action, at the Depositor’s expense, in connection therewith as may be
      reasonably requested by the Depositor.

     

    (c)  By
      their
      acceptance of the Notes and Certificates, the Holders thereof hereby authorize
      the Depositor to prepare and the Indenture Trustee to adopt and sign a plan
      of
      complete liquidation.

     

    Section
      10.23  Third
      Party Beneficiary.
      Each of
      the Counterparty and the Insurer is an express third-party beneficiary of this
      Indenture, and shall have the right to enforce the provisions of this
      Indenture.

     

     

     

    ARTICLE
      XI

     

    REMIC
      PROVISIONS

     

    Section
      11.01  REMIC
      Provisions.

     

    (a)  The
      REMIC
      Administrator shall make an election to treat the Loans and the proceeds of
      the
      Loans and the proceeds on deposit in the Payment Account as seven REMICs under
      the Code and, if necessary, under applicable state law, in accordance with
      Section 2.06 of the Trust Agreement, designated as REMIC IA, REMIC IB,
      REMIC IC, REMIC ID, REMIC IIA, REMIC IIB or REMIC IIC. Such election will be
      made on Form 1066 or other appropriate federal tax or information return
      (including Form 8811) or any appropriate state return for the taxable year
      ending on the last day of the calendar year in which the Securities are issued.
      For the purposes of the REMIC elections in respect of that portion of the Trust
      Estate, the REMIC IA Regular Interests will be designated as the “regular
      interests” and the Class 1A-R Certificates (with respect to the Class R-IA
      Interest) will be the sole class of “residual interests” in REMIC IA, (ii) the
      REMIC IB Regular Interests will be designated as the “regular interests” and the
      Class 1A-R Certificates (with respect to the Class R-IB Interest) will be
      the sole class of “residual interests” in REMIC IB, (iii) the REMIC IC Regular
      Interests will be designated as the “regular interests” and the Class 1A-R
      Certificates (with respect to the Class R-IC Interest) will be the sole class
      of
“residual interests” in REMIC IC and (iv) the REMIC ID Regular Interests will be
      designated as the “regular interests” and the Class 1A-R Certificates (with
      respect to the Class R-ID Interest) will be the sole class of “residual
      interests” in REMIC ID, (v) the REMIC IIA Regular Interests will be designated
      as the “regular interests” and the Class G Certificates will be the sole
      class of “residual interests” in REMIC IIA, (vi) the REMIC IIB Regular Interests
      will be designated as the “regular interests” and the Class 2A-R Certificates
      (with respect to the Class R-IIB Interest) will be the sole class of “residual
      interests” in REMIC IIB, (vii) the REMIC IIC Regular Interests will be
      designated as the “regular interests” and the Class 2A-R Certificates (with
      respect to the Class R-IIC Interest) will be the sole class of “residual
      interests” in REMIC IIC. The REMIC Administrator and the Indenture Trustee shall
      not permit the creation of any “interests” (within the meaning of
      Section 860G of the Code) in each REMIC elected in respect of the Trust
      Fund other than the “regular interests” and “residual interests” so
      designated.

     

    (b)  The
      Closing Date is hereby designated as the “Startup Day” of each of REMIC IA,
      REMIC IB, REMIC IC, REMIC ID, REMIC IIA, REMIC IIB or REMIC IIC, as designated
      in clause (a) above, within the meaning of Section 860G(a)(9) of the
      Code.

     

    (c)  The
“tax
      matters person” with respect to each of REMIC IA, REMIC IB, REMIC IC and REMIC
      ID shall be the Holder of the Class 1A-R Certificate at any time holding the
      largest Percentage Interest thereof in the manner provided under Treasury
      regulations section 1.860F-4(d) and Treasury regulations section
      301.6231(a)(7)-1. The “tax matters person” with respect to REMIC IIA shall be
      the Holder of the Class G Certificate at any time holding the largest Percentage
      Interest thereof in the manner provided under Treasury regulations section
      1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The “tax matters
      person” with respect to each of REMIC IIB and REMIC IIC shall be the Holder of
      the Class 2A-R Certificate at any time holding the largest Percentage Interest
      thereof in the manner provided under Treasury regulations section 1.860F-4(d)
      and Treasury regulations section 301.6231(a)(7)-1. 

     

    (d)  The
      REMIC
      Administrator shall (i) prepare, sign and file, or cause to be prepared, signed
      and filed, federal and state tax returns using a calendar year as the taxable
      year for each REMIC created hereunder when and as required by the REMIC
      Provisions and other applicable federal income tax laws as the direct
      representative of each such REMIC in compliance with the Code and shall provide
      copies of such returns as required by the Code; (ii) make an election, on behalf
      of each REMIC created hereunder, to be treated as a REMIC on the federal tax
      return of such REMIC for its first taxable year, in accordance with the REMIC
      Provisions; and (iii) prepare and forward, or cause to be prepared and
      forwarded, to the Noteholders and to any governmental taxing authority all
      information reports as and when required to be provided to them in accordance
      with the REMIC Provisions and, otherwise, shall, shall deliver such tax returns
      in a timely manner to the Owner Trustee, if the Owner Trustee is required to
      sign such returns in accordance with Section 5.03 of the Trust Agreement,
      and shall sign (if the Owner Trustee is not so required) and file such tax
      returns in a timely manner. The expenses of preparing such returns shall be
      borne by the REMIC Administrator without any right of reimbursement therefor.
      The REMIC Administrator agrees to indemnify and hold harmless the Owner Trustee
      with respect to any tax or liability arising from the Owner Trustee’s signing of
      Tax Returns that contain errors or omissions. Each Servicer shall promptly
      provide the REMIC Administrator with such information as the REMIC Administrator
      may from time to time request for the purpose of enabling the REMIC
      Administrator to prepare Tax Returns.

     

    (e)  The
      REMIC
      Administrator shall provide (i) to any Transferor of a Class 1A-R
      Certificate, Class 2A-R Certificate and Class G Certificate such
      information as is necessary for the application of any tax relating to the
      transfer of a Class 1A-R Certificate, Class 2A-R Certificate and Class
      G Certificate to any Person who is not a Permitted Transferee, (ii) to the
      Indenture Trustee, and the Indenture Trustee shall forward to the Noteholders
      and the Certificateholders, such information or reports as are required by
      the
      Code or the REMIC Provisions including reports relating to interest, original
      issue discount and market discount or premium (using the Prepayment Assumption)
      and (iii) to the Internal Revenue Service the name, title, address and telephone
      number of the person who will serve as the representative of each
      REMIC.

     

    (f)  Each
      Servicer and the REMIC Administrator shall take such actions and shall cause
      each REMIC created hereunder to take such actions as are reasonably within
      each
      Servicer’s or the REMIC Administrator’s control and the scope of its duties more
      specifically set forth herein as shall be necessary or desirable to maintain
      the
      status of each REMIC as a REMIC under the REMIC Provisions (and the Indenture
      Trustee shall assist each Servicer and the REMIC Administrator, to the extent
      reasonably requested by each Servicer and the REMIC Administrator to do so).
      Each Servicer and the REMIC Administrator shall not knowingly or intentionally
      take any action, cause the Trust Estate to take any action or fail to take
      (or
      fail to cause to be taken) any action reasonably within their respective control
      that, under the REMIC Provisions, if taken or not taken, as the case may be,
      could (i) endanger the status of any portion of any of the REMICs as a REMIC
      or
      (ii) result in the imposition of a tax upon any of the REMICs (including but
      not
      limited to the tax on prohibited transactions as defined in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth in Section 860G(d) of the Code) (either such event, in the absence of
      an Opinion of Counsel or the indemnification referred to in this sentence,
      an
“Adverse REMIC Event”) unless each Servicer or the REMIC Administrator, as
      applicable, has received an Opinion of Counsel (at the expense of the party
      seeking to take such action or, if such party fails to pay such expense, and
      each Servicer or the REMIC Administrator, as applicable, determines that taking
      such action is in the best interest of the Trust Estate and the Noteholders
      and
      the Certificateholders, at the expense of the Trust Estate, but in no event
      at
      the expense of each Servicer, the REMIC Administrator, the Owner Trustee or
      the
      Indenture Trustee) to the effect that the contemplated action will not, with
      respect to each REMIC created hereunder, endanger such status or, unless each
      Servicer, the REMIC Administrator or both, as applicable, determine in its
      or
      their sole discretion to indemnify the Trust Estate against the imposition
      of
      such a tax, result in the imposition of such a tax. Wherever in this Agreement
      a
      contemplated action may not be taken because the timing of such action might
      result in the imposition of a tax on the Trust Estate, or may only be taken
      pursuant to an Opinion of Counsel that such action would not impose a tax on
      the
      Trust Estate, such action may nonetheless be taken provided that the indemnity
      given in the preceding sentence with respect to any taxes that might be imposed
      on the Trust Estate has been given and that all other preconditions to the
      taking of such action have been satisfied. Neither the Indenture Trustee nor
      the
      Indenture Trustee shall take or fail to take any action (whether or not
      authorized hereunder) as to which each Servicer or the REMIC Administrator,
      as
      applicable, has advised it in writing that it has received an Opinion of Counsel
      to the effect that an Adverse REMIC Event could occur with respect to such
      action. In addition, prior to taking any action with respect to any of the
      REMICs created hereunder or any related assets thereof, or causing any of the
      REMICs to take any action, which is not expressly permitted under the terms
      of
      this Agreement, the Indenture Trustee will consult with each Servicer or the
      REMIC Administrator, as applicable, or its designee, in writing, with respect
      to
      whether such action could cause an Adverse REMIC Event to occur with respect
      to
      any of the REMICs, and the Indenture Trustee shall not take any such action
      or
      cause any REMIC to take any such action as to which each Servicer or the REMIC
      Administrator, as applicable, has advised it in writing that an Adverse REMIC
      Event could occur. Each Servicer or the REMIC Administrator, as applicable,
      may
      consult with counsel to make such written advice, and the cost of same shall
      be
      borne by the party seeking to take the action not expressly permitted by this
      Agreement, but in no event at the expense of each Servicer or the REMIC
      Administrator. At all times as may be required by the Code, each Servicer,
      the
      Indenture Trustee will to the extent within its control and the scope of its
      duties more specifically set forth herein, maintain substantially all of the
      assets of each REMIC created hereunder as “qualified mortgages” as defined in
      Section 860G(a)(3) of the Code and “permitted investments” as defined in
      Section 860G(a)(5) of the Code.

     

    (g)  In
      the
      event that any tax is imposed on “prohibited transactions” of any of the REMICs
      created hereunder as defined in Section 860F(a)(2) of the Code, on “net
      income from foreclosure property” of any of the REMICs as defined in
      Section 860G(c) of the Code, on any contributions to any of the REMICs
      after the Startup Day therefor pursuant to Section 860G(d) of the Code, or
      any other tax is imposed by the Code or any applicable provisions of state
      or
      local tax laws, such tax shall be charged (i) to each Servicer, if such tax
      arises out of or results from a breach by each Servicer of any of its
      obligations under this Agreement or each Servicer has in its sole discretion
      determined to indemnify the Trust Estate against such tax, (ii) to the Indenture
      Trustee, if such tax arises out of or results from a breach by the Trustee
      of
      any of its obligations under this Article XI, (iii) to the Indenture Trustee,
      if
      such tax arises out of or results from a breach by the Indenture Trustee of
      any
      of its obligations under this Article XI or (iv) otherwise against amounts
      on
      deposit in the Custodial Account and on the Payment Date(s) following such
      reimbursement the aggregate of such taxes shall be allocated in reduction of
      the
      accrued interest due on each Class entitled thereto on a pro rata
      basis.

     

    (h)  The
      Indenture Trustee and each Servicer shall, for federal income tax purposes,
      maintain books and records with respect to each REMIC created hereunder on
      a
      calendar year and on an accrual basis or as otherwise may be required by the
      REMIC Provisions.

     

    (i)  Following
      the Startup Day, neither the Servicers, nor the Indenture Trustee shall accept
      any contributions of assets to any of the REMICs created hereunder unless
      (subject to Section 11.01(f)) the Servicers, the Indenture Trustee shall
      have received an Opinion of Counsel (at the expense of the party seeking to
      make
      such contribution) to the effect that the inclusion of such assets in such
      REMIC
      will not cause any of the REMICs to fail to qualify as a REMIC at any time
      that
      any Notes or Class A-R Certificates or Class G Certificates are outstanding
      or subject any of the REMICs to any tax under the REMIC Provisions or other
      applicable provisions of federal, state and local law or
      ordinances.

     

    (j)  Neither
      the Servicers nor the Indenture Trustee shall (subject to Section 11.01(f))
      enter into any arrangement by which any of the REMICs created hereunder will
      receive a fee or other compensation for services nor permit any of the REMICs
      to
      receive any income from assets other than “qualified mortgages” as defined in
      Section 860G(a)(3) of the Code or “permitted investments” as defined in
      Section 860G(a)(5) of the Code.

     

    (k)  Solely
      for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
      Regulations, the “latest possible maturity date” by which the Class Principal
      Balance of each Class of Notes representing a regular interest in the applicable
      REMIC is the Final Payment Date.

     

    (l)  Within
      30
      days after the Closing Date, the REMIC Administrator shall prepare and file
      with
      the Internal Revenue Service Form 8811, “Information Return for Real Estate
      Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
      Obligations” for each REMIC created hereunder.

     

    (m)  Neither
      the Depositor, the Indenture Trustee nor the Servicers shall sell, dispose
      of or
      substitute for any of the Loans (except in connection with (i) the default,
      imminent default or foreclosure of a Loan, including but not limited to, the
      acquisition or sale of a Mortgaged Property acquired by deed in lieu of
      foreclosure, (ii) the bankruptcy of either of the REMICs created hereunder,
      (iii) the termination of the applicable REMIC pursuant to Section 3.05 of
      the Trust Agreement or (iv) a purchase of Loans pursuant to the Purchase
      Agreement) nor acquire any assets for any of the REMICs, nor sell or dispose
      of
      any investments in the Custodial Account or the Payment Account for gain nor
      accept any contributions to any of the REMICs after the Closing Date unless
      it
      has received an Opinion of Counsel that such sale, disposition, substitution
      or
      acquisition will not (a) affect adversely the status of any of the REMICs as
      a
      REMIC or (b) unless each Servicer has determined in its sole discretion to
      indemnify the Trust Estate against such tax, cause any REMIC to be subject
      to a
      tax on “prohibited transactions” or “contributions” pursuant to the REMIC
      Provisions.

     

    (n)  The
      Indenture Trustee will apply for an employer identification number from the
      Internal Revenue Service on a Form SS-4 or any other acceptable method for
      all
      tax entities.

     

    Section
      11.02  Distributions
      on the REMIC IA Regular Interests, the REMIC IB Regular Interests, the REMIC
      IC
      Regular Interests, the REMIC ID Regular Interests, the REMIC IIA Regular
      Interests, the REMIC IIB Regular Interests and the REMIC IIC Regular
      Interests. 

     

    (a) Distributions
      on the REMIC IA Regular Interests.

     

    On
      each
      Payment Date, the Indenture Trustee shall cause in the following order of
      priority, the following amounts to be distributed by REMIC IA to REMIC IB on
      account of the REMIC IA Regular Interests or withdrawn from the Payment Account
      and distributed to the holders of the Class 1A-R Certificates (with respect
      to
      the Class R-IA Interest), as the case may be:

    


    (i)  first,
      to
      the Holders of REMIC IA Regular Interests LTIA-1, LTIA-S1, LTIA-S2 and LTIA-PF
      an amount equal to (x) the related Uncertificated Accrued Interest for such
      Payment Date, plus (y) any amounts in respect thereof remaining unpaid from
      previous Payment Dates;

     

    (ii)  second,
      to the Holders of REMIC IA Regular Interests, in an amount equal to the
      remainder of the available funds for such Payment Date after the distributions
      made pursuant to clauses (i) and (ii) above and, in the case of distributions
      made pursuant to Section 11.02(a)(iii)(c), the amount of any Prepayment Charges
      for such Payment Date, allocated as follows: 

     

    (a) to
      the
      Holders of REMIC IA Regular Interest LTIA-1, until the Uncertificated Principal
      Balance of REMIC IA Regular Interest LTIA-1 is reduced to zero; and

     

    (b) to
      the
      Holders of REMIC IA Regular Interest LTIA-PF, until the Uncertificated Principal
      Balance of REMIC IA Regular Interest LTIA-PF is reduced to zero;
      and

     

    (b) to
      the
      Holders of REMIC IA Regular Interest LTIA-1 and REMIC IA Regular Interest
      LTIA-PF, pro
      rata,
      the
      amount of any Prepayment Charges for such Payment Date.

     

    Any
      remaining amount to the Holders of the Class 1A-R Certificates (with respect
      to
      the Class R-IA Interest); provided, however, that for the first three Payment
      Dates, such amounts constituting available funds relating to the Initial Group
      1
      Loans shall be allocated to REMIC IA Regular Interest LTIA-1, and such amounts
      constituting available funds relating to the Subsequent Group 1 Loans and shall
      be allocated to REMIC IA Regular Interest LTIA-PF.

     

    
      	 	
              (b)

            	
              Distributions
                on the REMIC IB Regular Interests.

            


    

     

    On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC IB to REMIC IC on account of REMIC IB Regular
      Interests or withdrawn from the Distribution Account and distributed to the
      holders of the Class 1A-R Certificates (in respect of the Class R-IB Interest),
      as the case may be:

     

    (i) first,
      to
      the Holders of each REMIC IB Regular Interest, pro
      rata,
      in an
      amount equal to (A) Uncertificated Accrued Interest for such REMIC IB Regular
      Interests for such Distribution Date, plus (B) any amounts payable in respect
      thereof remaining unpaid from previous Distribution Dates.

     

    (ii) second,
      to the Holders of REMIC IB Regular Interests, in an amount equal to the
      remainder of the Available Funds for such Distribution Date after the
      distributions made pursuant to clause (i) above and, in the case of
      distributions made pursuant to Section 4.07(b)(ii)(C), the amount of any
      Prepayment Charges for such Distribution Date, allocated as
      follows:

     

    (A) to
      the
      Holders of REMIC IB Regular Interest LTIB-1A-1, LTIB-1A-2, LTIB-1A-R, LTIB-1A-P
      and LTIB-1X-1, an amount of principal shall be distributed to such Holders
      in
      the same amount and priority as principal is distributed to the Corresponding
      Certificate until the Uncertificated Principal Balance of each such REMIC IB
      Regular Interest is reduced to zero; 

     

    (B) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      and (ii) above, payments of principal shall be allocated, pro
      rata,
      to
      REMIC IB Regular Interests LTIB-1-A and LTIB-1-B until the Uncertificated
      Principal Balance of each such REMIC IB Regular Interest is reduced to zero;
      and


     

    (C) to
      the
      Holders of REMIC IB Regular Interest LTIB-1P, the amount of any Prepayment
      Charges for such Distribution Date.

     

    Any
      remaining amount to the Holders of the Class 1A-R Certificates (with respect
      to
      the Class R-IB Interest).

     

    
      	 	
              (c)

            	
              Distributions
                on the REMIC IC Regular Interests.

            


    

     

    On
      each
      Payment Date, the Indenture Trustee shall cause in the following order of
      priority, the following amounts to be distributed by REMIC IC to REMIC ID on
      account of the REMIC IC Regular Interests or withdrawn from the Payment Account
      and distributed to the holders of the Class 1A-R Certificates (with respect
      to the Class R-IC Interest), as the case may be:

     

    (i) first,
      to
      the extent of the sum of available funds for such Payment Date, to Holders
      of
      REMIC IC Regular Interests LTIC-1AA, LTIC-1A-1, LTIC-1A-2, LTIC-1A-3, LTIC-1M-1,
      LTIC-1M-2, LTIC-1M-3, LTIC-1M-4, LTIC-1M-5, LTIC-1M-6, LTIC-1M-7, LTIC-1M-8,
      LTIC-1M-9, LTIC-1B-1, LTIC-1B-2, LTIC-1ZZ, LTIC-1P, LTIC-1R, LTIC-1S and
      LTIC-1IO, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Accrued Interest for such Payment Date,
      plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates. Amounts payable as Uncertificated Accrued Interest in
      respect of REMIC IC Regular Interest LTIC-1ZZ shall be reduced when the REMIC
      IC
      Overcollateralization Amount is less than the REMIC IC Overcollateralization
      Target Amount, by the lesser of (x) the amount of such difference and (y) the
      REMIC IC Regular Interest LTIC-ZZ Maximum Interest Deferral Amount and such
      amount will be payable to the Holders of REMIC IC Regular Interest LTIC-1A-1,
      REMIC IC Regular Interest LTIC-1A-2, REMIC IC Regular Interest LTIC-1A-3, REMIC
      IC Regular Interest LTIC-1M-1, REMIC IC Regular Interest LTIC-1M-2, REMIC IC
      Regular Interest LTIC-1M-3, REMIC IC Regular Interest LTIC-1M-4, REMIC IC
      Regular Interest LTIC-1M-5, REMIC IC Regular Interest LTIC-1M-6, REMIC IC
      Regular Interest LTIC-1M-7, REMIC IC Regular Interest LTIC-1M-8, REMIC IC
      Regular Interest LTIC-1M-9, REMIC IC Regular Interest LTIC-1B-1 and REMIC IC
      Regular Interest LTIC-1B-2 in the same proportion as the amounts are allocated
      to the Corresponding Note, pursuant to Section 3.05(b) herein, for each such
      REMIC IC Regular Interest, and the Uncertificated Principal Balance of the
      REMIC
      IC Regular Interest LTIC-1ZZ shall be increased by such amount;

     

    (ii) second,
      to the Holders of REMIC IC Regular Interests, in an amount equal to the
      remainder of the available funds for such Payment Date after the distributions
      made pursuant to clause (i) above and, in the case of distributions made
      pursuant to Section 11.02(b)(ii)(b), the amount of any Prepayment Charges for
      such Payment Date, allocated as follows:

     

    (a) to
      the
      Holders of REMIC IC Regular Interest LTIC-1R, an amount equal to the amount
      distributed to the holder of the Corresponding Note on such Payment Date
      pursuant to Section 3.05(b); and

     

    (b) to
      the
      Holders of REMIC IC Regular Interest LTIC-1P, an amount equal to the amount
      distributed to the holder of the Corresponding Note on such Payment Date
      pursuant to Section 3.05(b); and

     

    (iii) third,
      to
      the Holders of REMIC IC Regular Interests, in an amount equal to the remainder
      of the available funds for such Payment Date after the distributions made
      pursuant to clauses (i) and (ii) above, allocated as follows:

     

    (a) 98%
      of
      such remainder to the Holders of REMIC IC Regular Interest LTIC-1AA, until
      the
      Uncertificated Principal Balance of such REMIC IC Regular Interest is reduced
      to
      zero;

     

    (b) 2%
      of
      such remainder, first, to the Holders of REMIC IC Regular Interest LTIC-1A-1,
      LTIC-1A-2, LTIC-1A-3, LTIC-1M-1, LTIC-1M-2, LTIC-1M-3, LTIC-1M-4, LTIC-1M-5,
      LTIC-1M-6, LTIC-1M-7, LTIC-1M-8, LTIC-1M-9, LTIC-1B-1 and LTIC-1B-2, equal
      to 1%
      of and in the same proportion as principal payments are allocated to the
      Corresponding Note, until the Uncertificated Principal Balances of such REMIC
      IC
      Regular Interests are reduced to zero; and second, to the Holders of REMIC
      IC
      Regular Interest LTIC-1ZZ, until the Uncertificated Principal Balance of such
      REMIC IC Regular Interest is reduced to zero; and

     

    (c) any
      remaining amount to the Holders of the Class 1A-R Certificates (with respect
      to
      the Class R-IC Interest).

     

    (d) Distributions
      on the REMIC IIA Regular Interests.

     

    On
      each
      Payment Date, the Indenture Trustee shall cause in the following order of
      priority, the following amounts to be distributed by REMIC IIA to REMIC IIB
      on
      account of the REMIC IIA Regular Interests or withdrawn from the Payment Account
      and distributed to the holders of the Class G Certificates, as the case may
      be:

     

    (i)  first,
      to
      the Holders of the Class G Certificates, an amount equal to any Additional
      Balance Advance Amount with respect to the Group 2 Loans for such Payment
      Date;

     

    (ii)  second,
      to the Holders of REMIC IIA Regular Interests LTIIA-1 and LTIA-PF an amount
      equal to (x) the related Uncertificated Accrued Interest for such Payment Date,
      plus (y) any amounts in respect thereof remaining unpaid from previous Payment
      Dates;

     

    (iii)  second,
      to the Holders of REMIC IIA Regular Interests, in an amount equal to the
      remainder of the available funds for such Payment Date after the distributions
      made pursuant to clauses (i) and (ii) above and, in the case of distributions
      made pursuant to Section 11.02(a)(iii)(c), the amount of any Prepayment Charges
      for such Payment Date, allocated as follows: 

     

    (a) to
      the
      Holders of REMIC IA Regular Interest LTIA-1, until the Uncertificated Principal
      Balance of REMIC IA Regular Interest LTIA-1 is reduced to zero; and

     

    (b) to
      the
      Holders of REMIC IA Regular Interest LTIA-PF, until the Uncertificated Principal
      Balance of REMIC IA Regular Interest LTIA-PF is reduced to zero;
      and

     

    any
      remaining amount to the Holders of the Class G Certificates; provided, however,
      that for the first three Payment Dates, such amounts constituting available
      funds relating to the Initial Group 1 Loans shall be allocated to REMIC IIA
      Regular Interest LTIIA-1, and such amounts constituting available funds relating
      to the Subsequent Group 1 Loans and shall be allocated to REMIC IIA Regular
      Interest LTIIA-PF.

     

    
      	 	
              (e)

            	
              Distributions
                on the REMIC IIB Regular Interests.

            


    

     

    On
      each
      Payment Date, the Indenture Trustee shall cause in the following order of
      priority, the following amounts to be distributed by REMIC IIB to REMIC IIC
      on
      account of the REMIC IIB Regular Interests or withdrawn from the Payment Account
      and distributed to the holders of the Class 2A-R Certificates (with respect
      to the Class R-IIB Interest), as the case may be:

     

    (i) first,
      to
      the extent of the sum of available funds for such Payment Date, to Holders
      of
      REMIC IIB Regular Interests LTIIB-2AA, LTIIB-2A-1, LTIIB-2M-1, LTIIB-2M-2,
      LTIIB-2ZZ, LTIIB-2P and LTIIB-2R, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Accrued Interest for such Payment Date,
      plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates. Amounts payable as Uncertificated Accrued Interest in
      respect of REMIC IIB Regular Interest LTIIB-2ZZ shall be reduced when the REMIC
      IIB Overcollateralization Amount is less than the REMIC IIB
      Overcollateralization Target Amount, by the lesser of (x) the amount of such
      difference and (y) the REMIC IIB Regular Interest LTIIB-2ZZ Maximum Interest
      Deferral Amount and such amount will be payable to the Holders of REMIC IIB
      Regular Interest LTIIB-2A-1, REMIC IIB Regular Interest LTIIB-2M-1 and REMIC
      IIB
      Regular Interest LTIIB-2M-2, in the same proportion as the amounts are allocated
      to the Corresponding Note, pursuant to Section 3.05(b) herein, for each such
      REMIC IIB Regular Interest, and the Uncertificated Principal Balance of the
      REMIC IIB Regular Interest LTIIB-2ZZ shall be increased by such
      amount;

     

    (ii) second,
      to the Holders of REMIC IIB Regular Interests, in an amount equal to the
      remainder of the available funds for such Payment Date after the distributions
      made pursuant to clause (i) above and, in the case of distributions made
      pursuant to Section 11.02(b)(ii)(b), the amount of any Prepayment Charges for
      such Payment Date, allocated as follows:

     

    (a) to
      the
      Holders of REMIC IIB Regular Interest LTIIB-2R, an amount equal to the amount
      distributed to the holder of the Corresponding Note on such Payment Date
      pursuant to Section 3.05(b); and

     

    (b) to
      the
      Holders of REMIC IIB Regular Interest LTIIB-2P, an amount equal to the amount
      distributed to the holder of the Corresponding Note on such Payment Date
      pursuant to Section 3.05(b); and

     

    (iii) third,
      to
      the Holders of REMIC IIB Regular Interests, in an amount equal to the remainder
      of the available funds for such Payment Date after the distributions made
      pursuant to clauses (i) and (ii) above, allocated as follows:

     

    (a) 98%
      of
      such remainder to the Holders of REMIC IIB Regular Interest LTIIB-2AA, until
      the
      Uncertificated Principal Balance of such REMIC IIB Regular Interest is reduced
      to zero;

     

    (b) 2%
      of
      such remainder, first, to the Holders of REMIC IIB Regular Interest LTIIB-2A-1,
      LTIIB-2M-1 and LTIIB-2M-2 equal to 1% of and in the same proportion as principal
      payments are allocated to the Corresponding Note, until the Uncertificated
      Principal Balances of such REMIC IIB Regular Interests are reduced to zero;
      and
      second, to the Holders of REMIC IIB Regular Interest LTIIB-2ZZ, until the
      Uncertificated Principal Balance of such REMIC IIB Regular Interest is reduced
      to zero; and

     

    (c) any
      remaining amount to the Holders of the Class 2A-R Certificates (with respect
      to
      the Class R-IC Interest).

     

     

     

    ARTICLE
      XII

     

    Certain
      matters regarding the Insurer

     

    Section
      12.01  Rights
      of the Insurer to Exercise the Rights of the Class 2A-1 Notes.
      By
      accepting its Note or Certificate, each Class 2A-1 Noteholder or Class G
      Certificateholder agrees that unless an Insurer Default exists, the Insurer
      shall have the right to exercise all consent, voting, direction and other
      control rights of the Class 2A-1 Noteholders or Class G Certificateholders
      under
      this Indenture without any further consent of the Class 2A-1 Noteholders or
      Class G Certificateholders.

     

    Section
      12.02  Claims
      Upon the Policy; Insurance Account.

     

    (a)  If
      the
      Indenture Trustee determines that there will be a Deficiency Amount, the
      Indenture Trustee shall give notice by telephone or telecopy of the aggregate
      amount of such Deficiency Amount, confirmed in writing in the form set forth
      as
      Exhibit A to the Policy, to the Insurer at or before 12:00 noon, New York City
      time, on the Business Day prior to such Payment Date. If, subsequent to such
      notice, and prior to payment by the Insurer pursuant to such notice, additional
      amounts are deposited in the Payment Account, the Indenture Trustee shall
      reasonably promptly notify the Insurer and the Indenture Trustee and withdraw
      the notice or reduce the amount claimed, as appropriate.

     

    (b)  The
      Indenture Trustee shall establish a separate special purpose non-interest
      bearing trust account for the benefit of Holders of the Class 2A-1 Notes or
      Class G Certificates and the Insurer referred to herein as the “Insurance
      Account” over which the Indenture Trustee shall have exclusive control and sole
      right of withdrawal. The Indenture Trustee shall deposit any amount paid to
      it
      under the Policy in the Insurance Account and distribute such amount only for
      purposes of payment to Holders of Class 2A-1 Notes of the Class 2A-1 Insured
      Amount or Class G Certificates of the Class G Insured Amount, as applicable,
      for
      which a claim was made. Such amount may not be applied to satisfy any costs,
      expenses or liabilities of the Indenture Trustee or the Trust Estate. Amounts
      paid under the Policy shall be transferred to the Payment Account in accordance
      with the next succeeding paragraph and disbursed by the Indenture Trustee to
      Holders of Class 2A-1 Notes or Class G Certificates, as applicable, in
      accordance with Section 3.05, as applicable. It shall not be necessary for
      such
      payments to be made by checks or wire transfers separate from the checks or
      wire
      transfers used to pay the Class 2A-1 Insured Amount with other funds available
      to make such payment. However, the amount of any payment of principal of or
      interest on the Class 2A-1 Notes or Class G Certificates to be paid from funds
      transferred from the Insurance Account shall be noted as provided in paragraph
      (c) below and in the statement to be furnished to Holders of the Notes and
      Certificates pursuant to Section 3.25. Funds held in the Insurance Account
      shall
      be held uninvested by the Indenture Trustee.

     

    On
      any
      Payment Date with respect to which a claim has been made under the Policy,
      the
      amount of any funds received by the Indenture Trustee as a result of any claim
      under the Policy, to the extent required to pay the Class 2A-1 Insured Amount
      or
      Class G Insured Amount on such Payment Date, shall be withdrawn by the Indenture
      Trustee from the Insurance Account and deposited in the Payment Account and
      applied by the Indenture Trustee, together with the other funds to be
      distributed to the Class 2A-1 Noteholders or Class G Certificateholders pursuant
      to Section 3.06, directly to the payment in full of the Insured Amount due
      on
      the Class 2A-1 Notes or Class G Certificates, as applicable. Any funds remaining
      in the Insurance Account on the first Business Day following a Payment Date
      shall be remitted by the Indenture Trustee to the Insurer, pursuant to the
      written instructions of the Insurer, by the end of such Business
      Day.

     

    (c)  The
      Indenture Trustee shall keep a complete and accurate record of the amount of
      interest and principal paid into the Insurance Account in respect of any Class
      2A-1 Notes or Class G Certificates from moneys received by the Indenture Trustee
      under the Policy. The Insurer shall have the right to inspect such records
      at
      reasonable times during normal business hours upon two Business Day’s prior
      written notice to the Indenture Trustee.

     

    Section
      12.03  Effect
      of Payments by the Insurer; Subrogation.
      Anything herein to the contrary notwithstanding, for purposes of this Section
      11.03, any payment with respect to principal of or interest on the Class 2A-1
      Notes or Class G Certifcates which is made with monies received pursuant to
      the
      terms of the Policy shall not be considered payment of the Class 2A-1 Notes
      or
      Class G Certificates from the Trust Estate. The Indenture Trustee and the
      Indenture Trustee acknowledge, and each Holder by its acceptance of a Class
      2A-1
      Note or Class G Certificates agrees, that without the need for any further
      action on the part of the Insurer, the Indenture Trustee or the Certificate
      Registrar, to the extent the Insurer makes payments, directly or indirectly,
      on
      account of principal of or interest on the Class 2A-1 Notes or Class G
      Certificates to the Holders of such Notes, the Insurer will be fully subrogated
      to, and each Class 2A-1 Noteholder or Class G Noteholder, as applicable, and
      the
      Indenture Trustee hereby delegate and assign to the Insurer, to the fullest
      extent permitted by law, the rights of such Holders to receive such principal
      and interest from the Trust Estate; provided that the Insurer shall be paid
      such
      amounts only from the sources and in the manner explicitly provided for
      herein.

     

    The
      Indenture Trustee and the Indenture Trustee shall cooperate in all respects
      with
      any reasonable request by the Insurer for action to preserve or enforce the
      Insurer’s rights or interests under this Indenture without limiting the rights
      or affecting the interests of the Holders as otherwise set forth
      herein.

     

    Section
      12.04  Notices
      and Information to the Insurer.
      All
      notices, statements, reports, certificates or opinions required by this
      Indenture to be sent or made available to any other party hereto or to the
      Noteholders or Certificateholders shall also be sent or made available to the
      Insurer.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Issuer and the Indenture 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.

     

    HOME
      EQUITY MORTGAGE TRUST
      2006-2, as Issuer

     

    By:Wilmington
      Trust Company, not in its individual capacity but solely as Owner
      Trustee

     

    By:
      /s/ Anita E.
      Dallago                                   


    Name:
      Anita E. Dallago

    Title: 
      Senior
      Financial Services Officer

    


     

    U.S.
      BANK
      NATIONAL ASSOCIATION, 

     

    as
      Indenture Trustee

     

    By: 
      /s/ Becky
      Warren                                      


    Name:
      Becky Warren

    Title:
       
      Assistant Vice President

     

    


     

    ASSET
      BACKED SECURITIES CORPORATION hereby acknowledges and agrees to the provisions
      set forth in Section 6.16

     

    By: 
      /s/ Kevin
      Steele                                               


    Name:
      Kevin Steele

    Title: 
      Vice
      President

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


    On
      this
      ____ day of ___________, 2006, before me personally appeared Anita E. Dallago
      to
      me known, who being by me duly sworn, did depose and say, that she is the Senior
      Financial Services Officer of Wilmington Trust Company, one of the companies
      described in and which executed the above instrument; and that she signed her
      name thereto by like order.

     

    Notary
      Public

     

    NOTARIAL
      SEAL

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      this
      ____ day of _____________, before me personally appeared Becky Warren to me
      known, who being by me duly sworn, did depose and say, that she is the Assistant
      Vice President of U.S. Bank National Association, one of the corporations
      described in and which executed the above instrument; that she knows the seal
      of
      said corporation; that the seal affixed to said instrument is such corporate
      seal; that it was so affixed by order of the Board of Directors of said
      corporation; and that she signed her name thereto by like order.

     

    Notary
      Public

     

    NOTARIAL
      SEAL

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      this
      ____ day of _____________, before me personally appeared Kevin Steele to me
      known, who being by me duly sworn, did depose and say, that he is the Vice
      President of Asset Backed Securities Corporation, one of the companies described
      in and which executed the above instrument; and that he signed his name thereto
      by like order.

     

    Notary
      Public

     

    NOTARIAL
      SEAL

     

    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
      TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
      ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

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

     

    THE
      PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY
      BE
      LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

     

    EACH
      HOLDER OR BENEFICIAL OWNER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE OR A
      SECURITY ENTITLEMENT THERETO, SHALL BE DEEMED TO MAKE THE REPRESENTATIONS IN
      SECTION 4.02 OF THE INDENTURE.

     

    THIS
      NOTE
      DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SELLER, THE DEPOSITOR,
      THE SERVICERS, THE SPECIAL SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE
      OR
      ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE
      INDENTURE OR THE BASIC DOCUMENTS.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    HOME
      EQUITY MORTGAGE TRUST 2006-2

     

    Asset-Backed
      Notes, Series 2006-2

     

    


    
      	
              Class [1][2]A-[__]

            	
              Principal
                Amount: $[____________]

               

            
	
              Registered

            	
              Cut-off
                Date: April 1, 2006

               

            
	
              No.
                1

            	
              Percentage
                Interest: 100%

               

            
	
              CUSIP
                NO. [___________]

            	
              Note
                Interest Rate: Adjustable

               

            
	
              First
                Payment Date: May 25, 2006

            	
              Assumed
                Final Payment Date: July 25, 2036

            


    

    


    Home
      Equity Mortgage Trust 2006-2, a statutory trust duly organized and existing
      under the laws of the State of Delaware (herein referred to as the “Issuer”),
      for value received, hereby promises to pay to CEDE & CO. or registered
      assigns, the principal sum of $[___________], payable on each Payment Date
      in an
      amount equal to the Percentage Interest specified above of the aggregate amount,
      if any, payable from the Payment Account in respect of principal and interest
      on
      the Class [1][2]A-[__] Notes pursuant to Section 3.05 of the Indenture
      dated as of April 28, 2006 (the “Indenture”), among the Issuer, as issuer, and
      U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”);
provided,
      however,
      that
      the entire unpaid principal amount of this Note shall be due and payable on
      the
      Final Scheduled Payment Date, to the extent not previously paid on a prior
      Payment Date (as defined below). Capitalized terms used but not defined herein
      are defined in Appendix A of the Indenture.

     

    Pursuant
      to the terms of the Indenture, a distribution will be made on the 25th day
      of
      each month, or, if any such date is not a Business Day, then the next Business
      Day (the “Payment Date”), commencing as described in the Indenture, to the
      Person in whose name this Note 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) related Accrual Period, or, in the case
      of
      the first Payment Date, April 28, 2006, from the Remittance Amount in an amount
      equal to the product of the Percentage Interest evidenced by this Notes and
      the
      amount of interest and principal, if any required to be distributed to Holders
      of Class [1][2]A-[__] Notes on such Payment Date.

     

    Interest
      will be computed on the basis of the actual number of days in each Accrual
      Period and a year assumed to consist of 360 days.

     

    Principal
      of and interest on this Note are payable in such coin or currency of the United
      States of America as at the time of payment is legal tender for payment of
      public and private debts. All payments made by the Issuer with respect to this
      Note shall be applied first to interest due and payable on this Note as provided
      above and then to the unpaid principal of this Note.

     

    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual signature, this Note shall not be
      entitled to any benefit under the Indenture, or be valid or obligatory for
      any
      purpose.

     

    This
      Note
      is one of a duly authorized issue of Notes of the Issuer, designated as its
      Asset-Backed Notes, Series 2006-2, all issued under the Indenture, to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights and obligations thereunder of the Issuer,
      the
      Indenture Trustee and the Noteholders. The Notes are subject to all terms of
      the
      Indenture.

     

    The
      Notes
      are and will be equally and ratably secured by the collateral pledged as
      security therefor as provided in the Indenture.

     

    The
      entire unpaid principal amount of this Note shall be due and payable in full
      on
      the Final Scheduled Payment Date pursuant to the Indenture, to the extent not
      previously paid on a prior Payment Date. Notwithstanding the foregoing, if
      an
      Event of Default shall have occurred and be continuing, then the Indenture
      Trustee or the holders of Notes representing not less than a majority of the
      Voting Rights of all Notes may declare the Notes to be immediately due and
      payable in the manner provided in Section 5.02 of the
      Indenture.

     

    Payments
      of interest on this Note due and payable on each Payment Date, together with
      the
      installment of principal, if any, to the extent not in full payment of this
      Note, shall be made by check mailed to the Person whose name appears as the
      Registered Holder of this Note (or one or more Predecessor Notes) on the Note
      Register as of the close of business on each Record Date, except that with
      respect to Notes registered on the Record Date in the name of the nominee of
      the
      Depository Agency (initially, such nominee to be Cede & Co.), payments will
      be made by wire transfer in immediately available funds to the account
      designated by such nominee. Such checks shall be mailed to the Person entitled
      thereto at the address of such Person as it appears on the Note Register as
      of
      the applicable Record Date without requiring that this Note be submitted for
      notation of payment. Any reduction in the principal amount of this Note (or
      any
      one or more Predecessor Notes) effected by any payments made on any Payment
      Date
      shall be binding upon all future holders of this Note and of any Note issued
      upon the registration of transfer hereof or in exchange hereof or in lieu
      hereof, whether or not noted hereon. If funds are expected to be available,
      as
      provided in the Indenture, for payment in full of the then remaining unpaid
      principal amount of this Note on a Payment Date, then the Indenture Trustee,
      in
      the name of and on behalf of the Issuer, will notify the Person who was the
      Registered Holder hereof as of the Record Date with respect to the preceding
      Payment Date by notice mailed or transmitted by facsimile prior to such Payment
      Date, and the amount then due and payable shall be payable only upon
      presentation and surrender of this Note at the address specified in such notice
      of final payment.

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Note may be registered on the Note Register upon surrender
      of this Note for registration of transfer at the Corporate Trust Office, duly
      endorsed by, or accompanied by a written instrument of transfer in form
      satisfactory to the Indenture Trustee duly executed by, the holder hereof or
      such holder’s attorney duly authorized in writing, with such signature
      guaranteed by an “eligible guarantor institution” meeting the requirements of
      the Note Registrar, which requirements include membership or participation
      in
      the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Note Registrar in
      addition to, or in substitution for, STAMP, all in accordance with the
      Securities Exchange Act of 1934, as amended, and thereupon one or more new
      Notes
      in authorized denominations and in the same aggregate principal amount will
      be
      issued to the designated transferee or transferees. No service charge will
      be
      charged for any registration of transfer or exchange of this Note, but the
      Note
      Registrar shall require payment of a sum sufficient to cover any tax or
      governmental charge that may be imposed in connection with any registration
      of
      transfer or exchange of this Note.

     

    Each
      Holder or Beneficial Owner of a Note, by acceptance of a Note, or, in the case
      of a Beneficial Owner of a Note, a security entitlement to a Note, covenants
      and
      agrees that no recourse may be taken, directly or indirectly, with respect
      to
      the obligations of the Issuer, the Owner Trustee, the Seller, the Servicers,
      the
      Special Servicer, the Depositor, the Indenture Trustee on the Notes or under
      the
      Indenture or any certificate or other writing delivered in connection therewith,
      against (i) the Indenture Trustee, the Servicers, the Special Servicer or the
      Owner Trustee in its individual capacity, (ii) any owner of a beneficial
      interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
      director or employee of the Indenture Trustee, the Servicers, the Special
      Servicer or the Owner Trustee in its individual capacity, any holder of a
      beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
      or
      of any successor or assign of the Indenture Trustee or the Owner Trustee in
      its
      individual capacity, except as any such Person may have expressly
      agreed.

     

    Each
      Holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case
      of
      a Beneficial Owner of a Note, a security entitlement to a Note, covenants and
      agrees by accepting the benefits of the Indenture that such Holder or Beneficial
      Owner of a Note will not prior to the day that is one year and one day after
      the
      date this Indenture terminates, institute against the Issuer or the Depositor,
      or join in any institution against the Issuer or the Depositor of, any
      bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
      under any United States federal or state bankruptcy or similar law in connection
      with any obligations relating to the Notes, the Indenture or the Basic
      Documents.

     

    Each
      Holder or Beneficial Owner of this Note, by acceptance of this Note or a
      security entitlement thereto shall be deemed to make the representations set
      forth in Section 4.02 of the Indenture.

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for federal, state and local income, single business and franchise tax
      purposes, the Notes will qualify as indebtedness of the Issuer. Each holder
      of a
      Note, by acceptance of a Note (and each Beneficial Owner of a Note by acceptance
      of a security entitlement to a Note), agrees to treat the Notes for federal,
      state and local income, single business and franchise tax purposes as
      indebtedness of the Issuer.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuer,
      the
      Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
      treat
      the Person in whose name this Note is registered (as of the day of determination
      or as of such other date as may be specified in the Indenture) as the owner
      hereof for all purposes, whether or not this Note be overdue, and none of the
      Issuer, the Indenture Trustee or any such agent shall be affected by notice
      to
      the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuer and
      the
      Indenture Trustee and the rights of the holders of the Notes under the Indenture
      at any time by the Issuer and the Indenture Trustee with the consent of the
      holders of Notes representing a majority of the Voting Rights of all Notes
      at
      the time Outstanding and with prior notice to the Rating Agencies. The Indenture
      also contains provisions permitting the holders of Notes representing specified
      percentages of the Voting Rights of all Notes, on behalf of the holders of
      all
      the Notes, to waive compliance by the Issuer with certain provisions of the
      Indenture and certain past defaults under the Indenture and their consequences.
      Any such consent or waiver by the holder of this Note (or any one of more
      Predecessor Notes) shall be conclusive and binding upon such holder and upon
      all
      future holders of this Note and of any Note issued upon the registration of
      transfer hereof or in exchange hereof or in lieu hereof whether or not notation
      of such consent or waiver is made upon this Note. The Indenture also permits
      the
      Issuer and the Indenture Trustee to amend or waive certain terms and conditions
      set forth in the Indenture without the consent of the Noteholders but with
      prior
      notice to the Rating Agencies.

     

    The
      term
“Issuer” as used in this Note includes any successor or the Issuer under the
      Indenture.

     

    The
      Issuer is permitted by the Indenture, under certain circumstances, to merge
      or
      consolidate, subject to the rights of the Indenture Trustee and the
      Noteholders.

     

    The
      Notes
      are issuable only in registered form in denominations as provided in the
      Indenture, subject to certain limitations therein set forth.

     

    This
      Note
      and the Indenture shall be construed in accordance with the laws of the State
      of
      New York, without reference to its conflict of law provisions and the
      obligations, rights and remedies of the parties hereunder and thereunder shall
      be determined in accordance with such laws.

     

    No
      reference herein to the Indenture and no provision of this Note or of the
      Indenture shall alter or impair, the obligation of the Issuer, which is absolute
      and unconditional, to pay the principal of and interest on this Note at the
      times, place and rate, and in the coin or currency herein
      prescribed.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, none of U.S. Bank National Association, in its individual
      capacity, Wilmington Trust Company, in its individual capacity, any owner of
      a
      beneficial interest in the Issuer, or any of their respective partners,
      beneficiaries, agents, officers, directors, employees or successors or assigns
      shall be personally liable for, nor shall recourse be had to any of them for,
      the payment of principal of or interest on this Note or performance of, or
      omission to perform, any of the covenants, obligations or indemnifications
      contained in the Indenture. The holder of this Note by its acceptance hereof
      agrees that, except as expressly provided in the Basic Documents, in the case
      of
      an Event of Default under the Indenture, the holder shall have no claim against
      any of the foregoing for any deficiency, loss or claim therefrom; provided,
      however,
      that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuer for any and all liabilities, obligations
      and
      undertakings contained in the Indenture or in this Note.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the Issuer has caused this Note 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

     

    By
      _______________________________________

    Authorized
      Signatory

     

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [1][2]A-[__] Notes referred to in the within mentioned
      Indenture.

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture
      Trustee

     

    Dated:
      April 28, 2006

     

    By
      _______________________________________

    Authorized
      Signatory

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    Social
      Security or taxpayer I.D. or other identifying number of assignee:

     

    
      	 	 	 


    

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

     

    
      	 	 	 
	 	 	 


    

    (name
      and
      address of assignee)

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints ___________________________________________________,
      attorney, to transfer said Note on the books kept for registration thereof,
      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 Note 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 Note Registrar, which requirements include membership or participation
          in
          STAMP or such other “signature guarantee program” as may be determined by the
          Note Registrar in addition to, or in substitution for, STAMP, all in accordance
          with the Securities Exchange Act of 1934, as
          amended.

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS M NOTES

     

    THIS
      NOTE
      IS SUBORDINATED IN RIGHT OF PAYMENT TO THE [CLASS 1A-1, CLASS 1A-2, CLASS 1A-3,
      CLASS 2A-1][CLASS 2A-1] [AND CLASS [1][2]M-[__]] NOTES AS DESCRIBED IN THE
      INDENTURE (AS DEFINED HEREIN).

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
      TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
      ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

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

     

    THE
      PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY
      BE
      LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

     

    EACH
      HOLDER OR BENEFICIAL OWNER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE OR A
      SECURITY ENTITLEMENT THERETO, SHALL BE DEEMED TO MAKE THE REPRESENTATIONS IN
      SECTION 4.02 OF THE INDENTURE.

     

    THIS
      NOTE
      DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SELLER, THE DEPOSITOR,
      THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR
      RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE INDENTURE OR THE
      BASIC DOCUMENTS.

     

    .

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    HOME
      EQUITY MORTGAGE TRUST 2006-2

     

    ASSET-BACKED
      NOTES, SERIES 2006-2

     

    


    
      	
              Class
                [1][2]M-[__]

            	
              Initial
                Notional Amount: $[___________]

               

            
	
              Registered

            	
              Cut-off
                Date: April 1, 2006

               

            
	
              No.
                1

            	
              Percentage
                Interest: 100% 

               

            
	
              CUSIP
                NO. [_____________]

            	
              Note
                Interest Rate: Adjustable

               

            
	
              First
                Payment Date: May 25, 2006

            	
              Assumed
                Final Payment Date: July 25, 2036

            


    

    


    Home
      Equity Mortgage Trust 2006-2, a statutory trust duly organized and existing
      under the laws of the State of Delaware (herein referred to as the “Issuer”),
      for value received, hereby promises to pay to CEDE & CO. or registered
      assigns, the principal sum of $[__________], payable on each Payment Date in
      an
      amount equal to the Percentage Interest specified above of the aggregate amount,
      if any, payable from the Payment Account in respect of principal on the
      Class [1][2]M-[__] Notes pursuant to Section 3.05 of the Indenture
      dated as of April 28, 2006 (the “Indenture”), among the Issuer, as issuer, and
      U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”);
provided,
      however,
      that
      the entire unpaid principal amount of this Note shall be due and payable on
      the
      Final Scheduled Payment Date, to the extent not previously paid on a prior
      Payment Date (as defined below). Capitalized terms used but not defined herein
      are defined in Appendix A of the Indenture.

     

    Pursuant
      to the terms of the Indenture, a distribution will be made on the 25th day
      of
      each month, or, if any such date is not a Business Day, then the next Business
      Day (the “Payment Date”), commencing as described in the Indenture, to the
      Person in whose name this Note 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) related Accrual Period, or, in the case
      of
      the first Payment Date, April 28, 2006, from the Remittance Amount in an amount
      equal to the product of the Percentage Interest evidenced by this Notes and
      the
      amount of interest and principal, if any required to be distributed to Holders
      of Class [1][2]M-[__] Notes on such Payment Date.

     

    Interest
      will be computed on the basis of the actual number of days in each Accrual
      Period and a year assumed to consist of 360 days.

     

    Principal
      of and interest on this Note are payable in such coin or currency of the United
      States of America as at the time of payment is legal tender for payment of
      public and private debts. All payments made by the Issuer with respect to this
      Note shall be applied first to interest due and payable on this Note as provided
      above and then to the unpaid principal of this Note.

     

    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual signature, this Note shall not be
      entitled to any benefit under the Indenture, or be valid or obligatory for
      any
      purpose.

     

    This
      Note
      is one of a duly authorized issue of Notes of the Issuer, designated as its
      Asset-Backed Notes, Series 2006-2, all issued under the Indenture, to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights and obligations thereunder of the Issuer,
      the
      Indenture Trustee and the Noteholders. The Notes are subject to all terms of
      the
      Indenture.

     

    The
      Notes
      are and will be equally and ratably secured by the collateral pledged as
      security therefor as provided in the Indenture.

     

    The
      entire unpaid principal amount of this Note shall be due and payable in full
      on
      the Final Scheduled Payment Date pursuant to the Indenture, to the extent not
      previously paid on a prior Payment Date. Notwithstanding the foregoing, if
      an
      Event of Default shall have occurred and be continuing, then the Indenture
      Trustee or the holders of Notes representing not less than a majority of the
      Voting Rights of all Notes may declare the Notes to be immediately due and
      payable in the manner provided in Section 5.02 of the
      Indenture.

     

    Payments
      of interest on this Note due and payable on each Payment Date, together with
      the
      installment of principal, if any, to the extent not in full payment of this
      Note, shall be made by check mailed to the Person whose name appears as the
      Registered Holder of this Note (or one or more Predecessor Notes) on the Note
      Register as of the close of business on each Record Date, except that with
      respect to Notes registered on the Record Date in the name of the nominee of
      the
      Depository Agency (initially, such nominee to be Cede & Co.), payments will
      be made by wire transfer in immediately available funds to the account
      designated by such nominee. Such checks shall be mailed to the Person entitled
      thereto at the address of such Person as it appears on the Note Register as
      of
      the applicable Record Date without requiring that this Note be submitted for
      notation of payment. Any reduction in the principal amount of this Note (or
      any
      one or more Predecessor Notes) effected by any payments made on any Payment
      Date
      shall be binding upon all future holders of this Note and of any Note issued
      upon the registration of transfer hereof or in exchange hereof or in lieu
      hereof, whether or not noted hereon. If funds are expected to be available,
      as
      provided in the Indenture, for payment in full of the then remaining unpaid
      principal amount of this Note on a Payment Date, then the Indenture Trustee,
      in
      the name of and on behalf of the Issuer, will notify the Person who was the
      Registered Holder hereof as of the Record Date with respect to the preceding
      Payment Date by notice mailed or transmitted by facsimile prior to such Payment
      Date, and the amount then due and payable shall be payable only upon
      presentation and surrender of this Note at the address specified in such notice
      of final payment.

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Note may be registered on the Note Register upon surrender
      of this Note for registration of transfer at the Corporate Trust Office, duly
      endorsed by, or accompanied by a written instrument of transfer in form
      satisfactory to the Indenture Trustee duly executed by, the holder hereof or
      such holder’s attorney duly authorized in writing, with such signature
      guaranteed by an “eligible guarantor institution” meeting the requirements of
      the Note Registrar, which requirements include membership or participation
      in
      the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Note Registrar in
      addition to, or in substitution for, STAMP, all in accordance with the
      Securities Exchange Act of 1934, as amended, and thereupon one or more new
      Notes
      in authorized denominations and in the same aggregate principal amount will
      be
      issued to the designated transferee or transferees. No service charge will
      be
      charged for any registration of transfer or exchange of this Note, but the
      Note
      Registrar shall require payment of a sum sufficient to cover any tax or
      governmental charge that may be imposed in connection with any registration
      of
      transfer or exchange of this Note.

     

    Each
      Holder or Beneficial Owner of a Note, by acceptance of a Note, or, in the case
      of a Beneficial Owner of a Note, a security entitlement to a Note, covenants
      and
      agrees that no recourse may be taken, directly or indirectly, with respect
      to
      the obligations of the Issuer, the Owner Trustee, the Seller, the Servicers,
      the
      Special Servicer, the Depositor or the Indenture Trustee on the Notes or under
      the Indenture or any certificate or other writing delivered in connection
      therewith, against (i) the Indenture Trustee, the Servicers, the Special
      Servicer or the Owner Trustee in its individual capacity, (ii) any owner of
      a
      beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
      agent, officer, director or employee of the Indenture Trustee, the Servicers,
      the Special Servicer or the Owner Trustee in its individual capacity, any holder
      of a beneficial interest in the Issuer, the Owner Trustee or the Indenture
      Trustee or of any successor or assign of the Indenture Trustee or the Owner
      Trustee in its individual capacity, except as any such Person may have expressly
      agreed.

     

    Each
      Holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case
      of
      a Beneficial Owner of a Note, a security entitlement to a Note, covenants and
      agrees by accepting the benefits of the Indenture that such Holder or Beneficial
      Owner of a Note will not prior to the day that is one year and one day after
      the
      date this Indenture terminates, institute against the Issuer or the Depositor,
      or join in any institution against the Issuer or the Depositor of, any
      bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
      under any United States federal or state bankruptcy or similar law in connection
      with any obligations relating to the Notes, the Indenture or the Basic
      Documents.

     

    Each
      Holder or Beneficial Owner of this Note, by acceptance of this Note or a
      security entitlement thereto shall be deemed to make the representations set
      forth in Section 4.02 of the Indenture.

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for federal, state and local income, single business and franchise tax
      purposes, the Notes will qualify as indebtedness of the Issuer. Each holder
      of a
      Note, by acceptance of a Note (and each Beneficial Owner of a Note by acceptance
      of a security entitlement to a Note), agrees to treat the Notes for federal,
      state and local income, single business and franchise tax purposes as
      indebtedness of the Issuer.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuer,
      the
      Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
      treat
      the Person in whose name this Note is registered (as of the day of determination
      or as of such other date as may be specified in the Indenture) as the owner
      hereof for all purposes, whether or not this Note be overdue, and none of the
      Issuer, the Indenture Trustee or any such agent shall be affected by notice
      to
      the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuer and
      the
      Indenture Trustee and the rights of the holders of the Notes under the Indenture
      at any time by the Issuer and the Indenture Trustee with the consent of the
      holders of Notes representing a majority of the Voting Rights of all Notes
      at
      the time Outstanding and with prior notice to the Rating Agencies. The Indenture
      also contains provisions permitting the holders of Notes representing specified
      percentages of the Voting Rights of all Notes, on behalf of the holders of
      all
      the Notes, to waive compliance by the Issuer with certain provisions of the
      Indenture and certain past defaults under the Indenture and their consequences.
      Any such consent or waiver by the holder of this Note (or any one of more
      Predecessor Notes) shall be conclusive and binding upon such holder and upon
      all
      future holders of this Note and of any Note issued upon the registration of
      transfer hereof or in exchange hereof or in lieu hereof whether or not notation
      of such consent or waiver is made upon this Note. The Indenture also permits
      the
      Issuer and the Indenture Trustee to amend or waive certain terms and conditions
      set forth in the Indenture without the consent of the Noteholders but with
      prior
      notice to the Rating Agencies.

     

    The
      term
“Issuer” as used in this Note includes any successor or the Issuer under the
      Indenture.

     

    The
      Issuer is permitted by the Indenture, under certain circumstances, to merge
      or
      consolidate, subject to the rights of the Indenture Trustee and the
      Noteholders.

     

    The
      Notes
      are issuable only in registered form in denominations as provided in the
      Indenture, subject to certain limitations therein set forth.

     

    This
      Note
      and the Indenture shall be construed in accordance with the laws of the State
      of
      New York, without reference to its conflict of law provisions and the
      obligations, rights and remedies of the parties hereunder and thereunder shall
      be determined in accordance with such laws.

     

    No
      reference herein to the Indenture and no provision of this Note or of the
      Indenture shall alter or impair, the obligation of the Issuer, which is absolute
      and unconditional, to pay the principal of and interest on this Note at the
      times, place and rate, and in the coin or currency herein
      prescribed.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, none of U.S. Bank National Association, in its individual
      capacity, Wilmington Trust Company, in its individual capacity, any owner of
      a
      beneficial interest in the Issuer, or any of their respective partners,
      beneficiaries, agents, officers, directors, employees or successors or assigns
      shall be personally liable for, nor shall recourse be had to any of them for,
      the payment of principal of or interest on this Note or performance of, or
      omission to perform, any of the covenants, obligations or indemnifications
      contained in the Indenture. The holder of this Note by its acceptance hereof
      agrees that, except as expressly provided in the Basic Documents, in the case
      of
      an Event of Default under the Indenture, the holder shall have no claim against
      any of the foregoing for any deficiency, loss or claim therefrom; provided,
      however,
      that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuer for any and all liabilities, obligations
      and
      undertakings contained in the Indenture or in this Note.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the Issuer has caused this Note 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

     

    By
/s/
      Anita E.
      Dallago                                       


    Senior
      Financial Services Officer

    Authorized
      Signatory

     

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [1][2]M-[__] Notes referred to in the within mentioned
      Indenture.

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture
      Trustee

     

    Dated:
      April 28, 2006

     

    By
/s/
      Becky
      Warren                                             


    Assistant
      Vice President

    Authorized
      Signatory

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    Social
      Security or taxpayer I.D. or other identifying number of assignee:

     

    
      	 	 	 


    

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

     

    
      	 	 	 
	 	 	 


    

    (name
      and
      address of assignee)

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints ___________________________________________________,
      attorney, to transfer said Note on the books kept for registration thereof,
      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 Note 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 Note Registrar, which requirements include membership or participation
          in
          STAMP or such other “signature guarantee program” as may be determined by the
          Note Registrar in addition to, or in substitution for, STAMP, all in accordance
          with the Securities Exchange Act of 1934, as
          amended.

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS B NOTES

     

    THIS
      NOTE
      IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS 1A-1, CLASS 1A-2, CLASS 1A-3,
      CLASS 2A-1, CLASS 1M-1, CLASS 1M-2, CLASS 1M-3, CLASS 1M-4, CLASS 1M-5, CLASS
      1M-6, CLASS 1M-7, CLASS 1M-8, CLASS 1M-9, CLASS 1B-1, CLASS 2M-1, CLASS 2M-2
      [AND CLASS 1B-1] NOTES AS DESCRIBED IN THE INDENTURE (AS DEFINED
      HEREIN).

     

    THE
      PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY
      BE
      LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

     

    THIS
      NOTE
      HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 4.02 OF THE INDENTURE.

     

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

     

    EACH
      HOLDER OR BENEFICIAL OWNER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE OR A
      SECURITY ENTITLEMENT THERETO, SHALL BE DEEMED TO MAKE THE REPRESENTATIONS IN
      SECTION 4.02 OF THE INDENTURE.

     

    THIS
      NOTE
      DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SELLER, THE DEPOSITOR,
      THE SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY OF THEIR
      RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE INDENTURE OR THE
      BASIC DOCUMENTS.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    HOME
      EQUITY MORTGAGE TRUST 2006-2

     

    Asset-Backed
      Notes, Series 2006-2

     

    


    
      	
              Class
                B-[__]

            	
              Principal
                Amount: $[_________]

               

            
	
              Registered

            	
              Cut-off
                Date: April 1, 2006

               

            
	
              No.
                1

            	
              Percentage
                Interest: 100%

               

            
	
              CUSIP
                NO. [____________]

            	
              Note
                Interest Rate: Variable

               

            
	
              First
                Payment Date: May 25, 2006

            	
              Assumed
                Final Payment Date: July 25, 2036

            


    

    


    Home
      Equity Mortgage Trust 2006-2, a statutory trust duly organized and existing
      under the laws of the State of Delaware (herein referred to as the “Issuer”),
      for value received, hereby promises to pay to CREDIT SUISSE FIRST BOSTON LLC
      or
      registered assigns, the principal sum of $[_________], payable on each Payment
      Date in an amount equal to the Percentage Interest specified above of the
      aggregate amount, if any, payable from the Payment Account in respect of
      principal on the Class B-[__] Notes pursuant to Section 3.05 of the
      Indenture dated as of April 28, 2006 (the “Indenture”), between the Issuer, as
      issuer, and U.S. Bank National Association, as indenture trustee (the “Indenture
      Trustee”); provided, however, that the entire unpaid principal amount of this
      Note shall be due and payable on the Final Scheduled Payment Date, to the extent
      not previously paid on a prior Payment Date. Capitalized terms used but not
      defined herein are defined in Appendix A of the Indenture.

     

    Pursuant
      to the terms of the Indenture, a distribution will be made on the 25th day
      of
      each month, or, if any such date is not a Business Day, then the next Business
      Day (the “Payment Date”), commencing as described in the Indenture, to the
      Person in whose name this Note 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) related Accrual Period, or, in the case
      of
      the first Payment Date, April 28, 2006, from the Remittance Amount in an amount
      equal to the product of the Percentage Interest evidenced by this Notes and
      the
      amount of interest and principal, if any required to be distributed to Holders
      of Class B-[__] Notes on such Payment Date.

     

    Interest
      will be computed on the basis of the actual number of days in each Accrual
      Period and a year assumed to consist of 360 days

     

    Principal
      of and interest on this Note are payable in such coin or currency of the United
      States of America as at the time of payment is legal tender for payment of
      public and private debts. All payments made by the Issuer with respect to this
      Note shall be applied first to interest due and payable on this Note as provided
      above and then to the unpaid principal of this Note.

     

    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual signature, this Note shall not be
      entitled to any benefit under the Indenture, or be valid or obligatory for
      any
      purpose.

     

    This
      Note
      is one of a duly authorized issue of Notes of the Issuer, designated as its
      Asset-Backed Notes, Series 2006-2, all issued under the Indenture, to which
      Indenture and all indentures supplemental thereto reference is hereby made
      for a
      statement of the respective rights and obligations thereunder of the Issuer,
      the
      Indenture Trustee and the Noteholders. The Notes are subject to all terms of
      the
      Indenture.

     

    The
      Notes
      are and will be equally and ratably secured by the collateral pledged as
      security therefor as provided in the Indenture.

     

    The
      entire unpaid principal amount of this Note shall be due and payable in full
      on
      the Final Scheduled Payment Date pursuant to the Indenture, to the extent not
      previously paid on a prior Payment Date. Notwithstanding the foregoing, if
      an
      Event of Default shall have occurred and be continuing, then the Indenture
      Trustee or the holders of Notes representing not less than a majority of the
      Voting Rights of all Notes may declare the Notes to be immediately due and
      payable in the manner provided in Section 5.02 of the
      Indenture.

     

    Payments
      of interest on this Note due and payable on each Payment Date, together with
      the
      installment of principal, if any, to the extent not in full payment of this
      Note, shall be made by check mailed to the Person whose name appears as the
      Registered Holder of this Note (or one or more Predecessor Notes) on the Note
      Register as of the close of business on each Record Date, except that with
      respect to Notes registered on the Record Date in the name of the nominee of
      the
      Depository Agency (initially, such nominee to be Cede & Co.), payments will
      be made by wire transfer in immediately available funds to the account
      designated by such nominee. Such checks shall be mailed to the Person entitled
      thereto at the address of such Person as it appears on the Note Register as
      of
      the applicable Record Date without requiring that this Note be submitted for
      notation of payment. Any reduction in the principal amount of this Note (or
      any
      one or more Predecessor Notes) effected by any payments made on any Payment
      Date
      shall be binding upon all future holders of this Note and of any Note issued
      upon the registration of transfer hereof or in exchange hereof or in lieu
      hereof, whether or not noted hereon. If funds are expected to be available,
      as
      provided in the Indenture, for payment in full of the then remaining unpaid
      principal amount of this Note on a Payment Date, then the Indenture Trustee,
      in
      the name of and on behalf of the Issuer, will notify the Person who was the
      Registered Holder hereof as of the Record Date with respect to the preceding
      such Payment Date by notice mailed or transmitted by facsimile prior to such
      Payment Date, and the amount then due and payable shall be payable only upon
      presentation and surrender of this Note at the address specified in such notice
      of final payment.

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Note may be registered on the Note Register upon surrender
      of this Note for registration of transfer at the Corporate Trust Office, duly
      endorsed by, or accompanied by a written instrument of transfer in form
      satisfactory to the Indenture Trustee duly executed by, the holder hereof or
      such holder’s attorney duly authorized in writing, with such signature
      guaranteed by an “eligible guarantor institution” meeting the requirements of
      the Note Registrar, which requirements include membership or participation
      in
      the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Note Registrar in
      addition to, or in substitution for, STAMP, all in accordance with the
      Securities Exchange Act of 1934, as amended, and thereupon one or more new
      Notes
      in authorized denominations and in the same aggregate principal amount will
      be
      issued to the designated transferee or transferees. No service charge will
      be
      charged for any registration of transfer or exchange of this Note, but the
      Note
      Registrar shall require payment of a sum sufficient to cover any tax or
      governmental charge that may be imposed in connection with any registration
      of
      transfer or exchange of this Note.

     

    Each
      Holder or Beneficial Owner of a Note, by acceptance of a Note, or, in the case
      of a Beneficial Owner of a Note, a security entitlement to a Note, covenants
      and
      agrees that no recourse may be taken, directly or indirectly, with respect
      to
      the obligations of the Issuer, the Owner Trustee, the Seller, the Servicers,
      the
      Special Servicer, the Depositor or the Indenture Trustee on the Notes or under
      the Indenture or any certificate or other writing delivered in connection
      therewith, against (i) the Indenture Trustee, the Servicers, the Special
      Servicer or the Owner Trustee in its individual capacity, (ii) any owner of
      a
      beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
      agent, officer, director or employee of the Indenture Trustee, the Servicers,
      the Special Servicer or the Owner Trustee in its individual capacity, any holder
      of a beneficial interest in the Issuer, the Owner Trustee or the Indenture
      Trustee or of any successor or assign of the Indenture Trustee or the Owner
      Trustee in its individual capacity, except as any such Person may have expressly
      agreed.

     

    Each
      Holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case
      of
      a Beneficial Owner of a Note, a security entitlement to a Note, covenants and
      agrees by accepting the benefits of the Indenture that such Holder or Beneficial
      Owner of a Note will not prior to the day that is one year and one day after
      the
      date this Indenture terminates, institute against the Issuer or the Depositor,
      or join in any institution against the Issuer or the Depositor of, any
      bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
      under any United States federal or state bankruptcy or similar law in connection
      with any obligations relating to the Notes, the Indenture or the Basic
      Documents.

     

    No
      transfer of this Class B-[__] Note shall be made unless such transfer is exempt
      from the registration requirements of the Securities Act of 1933, as amended
      (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with said Act and laws. Except as otherwise provided in this
      Section 4.02 of the Indenture, in connection with any transfer of this
      Class B-[__] Note, (i) the Indenture Trustee shall require a written Opinion
      of
      Counsel acceptable to and in form and substance satisfactory to the Indenture
      Trustee, the Issuer and the Depositor that such transfer may be made pursuant
      to
      an exemption, describing the applicable exemption and the basis therefor, from
      said 1933 Act and laws or is being made pursuant to said 1933 Act and laws,
      which Opinion of Counsel shall not be an expense of the Indenture Trustee,
      the
      Trust Estate, the Depositor, the Issuer, the Servicers or the Special Servicer,
      and (ii) the Indenture Trustee shall require the transferee to execute a
      representation letter, substantially in the form of Exhibit D to the Indenture,
      and the Indenture Trustee shall require the transferor to execute a
      representation letter, substantially in the form of Exhibit E to the Indenture,
      each acceptable to and in form and substance satisfactory to the Depositor,
      the
      Issuer and the Indenture Trustee certifying to the Depositor, the Issuer and
      the
      Indenture Trustee the facts surrounding such transfer, which representation
      letters shall not be an expense of the Indenture Trustee, the Trust Estate,
      the
      Depositor, the Issuer, the Servicers or the Special Servicer. In lieu of the
      requirements set forth in the preceding sentence, transfers of this Class B-[__]
      Note may be made if the prospective transferee provides the Indenture Trustee,
      the Depositor and the Issuer with an investment letter substantially in the
      form
      of Exhibit F to the Indenture, which investment letter shall not be an expense
      of the Indenture Trustee, the Issuer, the Trust Estate, the Depositor, the
      Servicers or the Special Servicer, and which investment letter states that,
      among other things, such transferee (i) 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 (ii) is aware
      that the proposed transferor intends to rely on the exemption from registration
      requirements under the 1933 Act provided by Rule 144A. The Holder of a
      Class B-[__] Note desiring to effect any transfer shall, and does hereby
      agree to, indemnify the Indenture Trustee, the Depositor, the Servicers, the
      Special Servicer, the Issuer and the Note 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 and this Indenture.

     

    Each
      Holder or Beneficial Owner of this Note, by acceptance of this Note or a
      security entitlement thereto shall be deemed to make the representations set
      forth in Section 4.02 of the Indenture.

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for federal, state and local income, single business and franchise tax
      purposes, the Notes will qualify as indebtedness of the Issuer. Each holder
      of a
      Note, by acceptance of a Note (and each Beneficial Owner of a Note by acceptance
      of a security entitlement to a Note), agrees to treat the Notes for federal,
      state and local income, single business and franchise tax purposes as
      indebtedness of the Issuer.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuer,
      the
      Indenture Trustee and any agent of the Issuer or the Indenture Trustee may
      treat
      the Person in whose name this Note is registered (as of the day of determination
      or as of such other date as may be specified in the Indenture) as the owner
      hereof for all purposes, whether or not this Note be overdue, and none of the
      Issuer, the Indenture Trustee or any such agent shall be affected by notice
      to
      the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuer and
      the
      Indenture Trustee and the rights of the holders of the Notes under the Indenture
      at any time by the Issuer and the Indenture Trustee with the consent of the
      holders of Notes representing a majority of the Voting Rights of all Notes
      at
      the time Outstanding and with prior notice to the Rating Agencies. The Indenture
      also contains provisions permitting the holders of Notes representing specified
      percentages of the Voting Rights of all Notes, on behalf of the holders of
      all
      the Notes, to waive compliance by the Issuer with certain provisions of the
      Indenture and certain past defaults under the Indenture and their consequences.
      Any such consent or waiver by the holder of this Note (or any one of more
      Predecessor Notes) shall be conclusive and binding upon such holder and upon
      all
      future holders of this Note and of any Note issued upon the registration of
      transfer hereof or in exchange hereof or in lieu hereof whether or not notation
      of such consent or waiver is made upon this Note. The Indenture also permits
      the
      Issuer and the Indenture Trustee to amend or waive certain terms and conditions
      set forth in the Indenture without the consent of the Noteholders but with
      prior
      notice to the Rating Agencies.

     

    The
      term
“Issuer” as used in this Note includes any successor or the Issuer under the
      Indenture.

     

    The
      Issuer is permitted by the Indenture, under certain circumstances, to merge
      or
      consolidate, subject to the rights of the Indenture Trustee and the
      Noteholders.

     

    The
      Notes
      are issuable only in registered form in denominations as provided in the
      Indenture, subject to certain limitations therein set forth.

     

    This
      Note
      and the Indenture shall be construed in accordance with the laws of the State
      of
      New York, without reference to its conflict of law provisions and the
      obligations, rights and remedies of the parties hereunder and thereunder shall
      be determined in accordance with such laws.

     

    No
      reference herein to the Indenture and no provision of this Note or of the
      Indenture shall alter or impair, the obligation of the Issuer, which is absolute
      and unconditional, to pay the principal of and interest on this Note at the
      times, place and rate, and in the coin or currency herein
      prescribed.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, none of U.S. Bank National Association, in its individual
      capacity, Wilmington Trust Company, in its individual capacity, any owner of
      a
      beneficial interest in the Issuer, or any of their respective partners,
      beneficiaries, agents, officers, directors, employees or successors or assigns
      shall be personally liable for, nor shall recourse be had to any of them for,
      the payment of principal of or interest on this Note or performance of, or
      omission to perform, any of the covenants, obligations or indemnifications
      contained in the Indenture. The holder of this Note by its acceptance hereof
      agrees that, except as expressly provided in the Basic Documents, in the case
      of
      an Event of Default under the Indenture, the holder shall have no claim against
      any of the foregoing for any deficiency, loss or claim therefrom; provided,
      however,
      that
      nothing contained herein shall be taken to prevent recourse to, and enforcement
      against, the assets of the Issuer for any and all liabilities, obligations
      and
      undertakings contained in the Indenture or in this Note.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    IN
      WITNESS WHEREOF, the Issuer has caused this Note 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

     

    By
      _______________________________________

    Authorized
      Signatory

     

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class B-[__] Notes referred to in the within mentioned
      Indenture.

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture
      Trustee

    


     

    Dated:
      April 28, 2006

     

    By
      _______________________________________

    Authorized
      Signatory

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    Social
      Security or taxpayer I.D. or other identifying number of assignee:

     

    
      	 	 	 


    

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

     

    
      	 	 	 
	 	 	 


    

    (name
      and
      address of assignee)

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints ___________________________________________________,
      attorney, to transfer said Note on the books kept for registration thereof,
      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 Note 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 Note Registrar, which requirements include membership or participation
          in
          STAMP or such other “signature guarantee program” as may be determined by the
          Note Registrar in addition to, or in substitution for, STAMP, all in accordance
          with the Securities Exchange Act of 1934, as
          amended.

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B

     

    FORM
      OF
      DEPOSITOR CERTIFICATION

     

     

    Re:  
      Asset Backed Securities Corporation

            
      Home Equity Mortgage Trust 2006-2

            
      Asset-Backed Notes, Series 2006-2

     

    I,
      __________________________, certify that:

     

    1. I
      have
      reviewed this annual report on Form 10-K, and all reports on Form 8-K
      containing distribution and servicing reports filed in respect of periods
      included in the year covered by this annual report, of Home Equity Mortgage
      Trust 2006-2 (the “Trust”);

     

    2. Based
      on
      my knowledge, the information in these reports, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading as of the last day of the period
      covered by this annual report;

     

    3. Based
      on
      my knowledge, the distribution information required to be prepared by the
      Indenture Trustee based upon the servicing information required to be provided
      by each Servicer and the Special Servicer under the Servicing Agreement is
      included in these reports;

     

    4. Based
      on
      my knowledge and upon the annual compliance statements included in the report
      and required to be delivered to the Indenture Trustee in accordance with the
      terms of the Servicing Agreement and based upon the review required under the
      Servicing Agreement, and except as disclosed in the report, each Servicer and
      the Special Servicer has fulfilled its obligations under the Servicing
      Agreement; and

     

    5. The
      reports disclose all significant deficiencies relating to each Servicer’s and
      the Special Servicer’s compliance with the minimum servicing standards based, in
      each case, upon the report provided by an independent public accountant, after
      conducting a review in compliance with the Uniform Single Attestation Program
      for Mortgage Bankers or similar standard as set forth in the Servicing
      Agreement, that is included in these reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in Appendix
      A to the Indenture, dated as of April 28, 2006 (the “Indenture”), among the
      Trust and U.S. Bank National Association, as indenture trustee.

     

     

    ASSET
      BACKED SECURITIES CORPORATION

     

    By:
      ______________________________________

    Name:

    Title:

    Date:

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      C

     

    FORM
      OF
      INDENTURE TRUSTEE CERTIFICATION

     

    Re:  
      Asset Backed Securities Corporation

            
      Home Equity Mortgage Trust 2006-2

            
      Asset-Backed Notes, Series 2006-2

     

    U.S.
      Bank
      National Association (the “Indenture Trustee”) hereby certifies to Asset Backed
      Securities Corporation (the “Depositor”), and each Person, if any, who
“controls” the Depositor within the meaning of the Securities Act of 1933, as
      amended, and its officers, directors and affiliates, and with the knowledge
      and
      intent that they will rely upon this certification, that:

     

    1. The
      Indenture Trustee has reviewed the annual report on Form 10-K for the fiscal
      year [___], and all reports on Form 10-D containing Monthly Statements filed
      in
      respect of periods included in the year covered by that annual report, of the
      Depositor relating to the above-referenced trust;

     

    2. Subject
      to paragraph 4 hereof, based on the Indenture Trustee’s knowledge and assuming
      the accuracy and completeness of the information supplied to the Indenture
      Trustee by each Servicer, the Distribution Information in the Monthly Statements
      contained in such reports on Form 10-D, taken as a whole, does not contain
      any
      untrue statement of a material fact or omit to state a material fact required
      by
      the Indenture to be included therein and necessary to make the statements made,
      in light of the circumstances under which such statements were made, not
      misleading as of the last day of the period covered by that annual report;
      and

     

    3. Based
      on
      the Indenture Trustee’s knowledge, the Distribution Information required to be
      provided by the Indenture Trustee under the Indenture is included in these
      reports.

     

    4. In
      compiling the Distribution Information and making the foregoing certifications,
      the Indenture Trustee has relied upon information furnished to it by the
      Servicers under the Servicing Agreement. The Indenture Trustee shall have no
      responsibility or liability for any inaccuracy in such reports on Form 10-D
      to
      the extent such inaccuracy results from information received from the
      Servicers.

     

    For
      purposes of this Certificate, the following terms shall have the meanings
      ascribed below:

     

    “Distribution
      Information”
shall
      mean that information (x) calculated and reported by the Indenture Trustee
      and
      (y) reported by the Indenture Trustee, in either case, pursuant to Section
      3.25
      of the Indenture.

     

    “Monthly
      Statements”
shall
      mean the monthly statements prepared by the Indenture Trustee pursuant to
      Section 3.25 of the Indenture.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Any
      additional capitalized terms used but not defined herein have the meanings
      ascribed to them in Appendix A to the Indenture, dated as of April 28, 2006
      (the
“Indenture”), among Home Equity Mortgage Trust 2006-2 and U.S. Bank National
      Association as Indenture Trustee.

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, 

     

    as
      Indenture Trustee

     

    By:
      ___________________________________

    Name:

    Title:

    Date:

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D

     

    FORM
      OF
      INVESTOR REPRESENTATION LETTER

     

    ______________,
      20__

     

    Credit
      Suisse First Boston

    Mortgage
      Acceptance Corp.

    11
      Madison Avenue, 4th Floor

    New
      York,
      New York 10010-3629

     

    U.S.
      Bank
      National Association

    as
      Indenture Trustee for the

    Home
      Equity Mortgage

    Trust
      2006-2, Asset-Backed 

    Notes,
      Series 2006-2

    60
      Livingston Avenue

    St.
      Paul,
      Minnesota 55107-2292

    Attention:
      Corporate Trust - Structured Finance

     

    
      	 	
              Re:

            	
              Home
                Equity Mortgage Trust 2006-2, Asset-Backed
                Notes,

            


    

                                   
      Series 2006-2, [Class 1B-1] [Class 1B-2]    

     

    Ladies
      and Gentlemen:

     

    _________________________
      (the “Purchaser”) intends to purchase from ___________________________ (the
“Seller”) $_____________ Initial Certificate Principal Balance Home Equity
      Mortgage Trust 2006-2, Asset-Backed Notes, Series 2006-2, [Class 1B-1]
      [Class 1B-2] (the “Notes”), issued pursuant to the Indenture (the
“Indenture”), dated as of April 28, 2006, between Home Equity Mortgage Trust
      2006-2, (the “Issuer) and U.S. Bank National Association, as indenture trustee
      (the “Indenture Trustee”). All terms used herein and not otherwise defined shall
      have the meanings set forth in the Indenture. The Purchaser hereby certifies,
      represents and warrants to, and covenants with, the Depositor, the Indenture
      Trustee and the Issuer that:

     

    (a)  The
      Purchaser understands that (a) the Notes have not been and will not be
      registered or qualified under the Securities Act of 1933, as amended (the “Act”)
      or any state securities law, (b) the Depositor is not required to so register
      or
      qualify the Notes, (c) the Notes 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
      Indenture contains restrictions regarding the transfer of the Notes and (e)
      the
      Notes will bear a legend to the foregoing effect.

     

    (b)  The
      Purchaser is acquiring the Notes 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.

     

    (c)  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 Notes, such that it is
      capable of evaluating the merits and risks of investment in the Notes, (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.

     

    (d)  The
      Purchaser has been furnished with, and has had an opportunity to review (a)
      a
      copy of the Indenture and (b) such other information concerning the Notes,
      the
      Loans and the Depositor as has been requested by the Purchaser from the
      Depositor or the Issuer and is relevant to the Purchaser’s decision to purchase
      the Notes. The Purchaser has had any questions arising from such review answered
      by the Depositor or the Issuer to the satisfaction of the
      Purchaser.

     

    (e)  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 Note,
      any interest in any Note or any other similar security to any person in any
      manner, (b) solicit any offer to buy or to accept a pledge, disposition of
      other
      transfer of any Note, any interest in any Note or any other similar security
      from any person in any manner, (c) otherwise approach or negotiate with respect
      to any Note, any interest in any Note or any other similar security with any
      person in any manner, (d) make any general solicitation by means of general
      advertising or in any other manner or (e) take any other action, that (as to
      any
      of (a) through (e) above) would constitute a distribution of any Note under
      the
      Act, that would render the disposition of any Note 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 any of the Notes, except in compliance with the provisions of the
      Indenture.

     

    (f)  The
      Purchaser hereby certifies, represents and warrants to, and covenants with
      the
      Depositor, the Indenture Trustee and the Issuer that the following statements
      in
      (i) or (ii) are correct:

     

    (i)  The
      Purchaser is not an employee benefit plan or other plan or arrangement 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 any person (including an
      insurance company investing its general account, an investment manager, a named
      fiduciary or a trustee of any such plan) who is using “plan assets” of any such
      plan to effect such acquisition (each of the foregoing, a “Plan Investor”);
      or

     

    (ii)  the
      Purchaser has provided the Indenture Trustee, the Depositor and the Issuer
      with
      an Opinion of Counsel acceptable to and in form and substance satisfactory
      to
      the Indenture Trustee, the Depositor and the Issuer to the effect that the
      purchase or holding of Notes is permissible under applicable law, will not
      constitute or result in any non-exempt 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 Indenture
      Trustee, the Depositor, the Issuer, 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 the Indenture,
      which Opinion of Counsel shall not be an expense of the Indenture Trustee,
      the
      Issuer, the Depositor, the Servicers or the Special Servicer.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      addition, the Purchaser hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Indenture Trustee and the Issuer that the
      Purchaser will not transfer such Certificates to any Plan or person unless
      either such Plan or person meets the requirements set forth in either (i) or
      (ii) above.

     

    Very
      truly yours,

    


     

    ____________________________________

    (Purchaser)

     

    By:
      ________________________________

    Name:
      ______________________________

    Title:

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      E

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    ______________,
      20__

     

    Credit
      Suisse First Boston

    Mortgage
      Acceptance Corp.

    11
      Madison Avenue, 4th Floor

    New
      York,
      New York 10010-3629

     

    U.S.
      Bank
      National Association

    as
      Indenture Trustee for the

    Home
      Equity Mortgage

    Trust
      2006-2, Asset-Backed 

    Notes,
      Series 2006-2

    60
      Livingston Avenue

    St.
      Paul,
      Minnesota 55107-2292

    Attention:
      Corporate Trust - Structured Finance

     

    
      	 	
              Re:

            	
              Home
                Equity Mortgage Trust 2006-2, Asset-Backed
                Notes,

            


    

                                   
      Series 2006-2, [Class 1B-1] [Class 1B-2] 

     

    Ladies
      and Gentlemen:

     

    _________________________
      (the “Purchaser”) intends to purchase from ___________________________ (the
“Seller”) $_____________ Initial Certificate Principal Balance Home Equity
      Mortgage Trust 2006-2, Asset-Backed Notes, Series 2006-2, [Class 1B-1]
      [Class 1B-2] (the “Notes”), issued pursuant to the Indenture (the
“Indenture”), dated as of April 28, 2006, among Home Equity Mortgage Trust
      2006-2, (the “Issuer) and U.S. Bank National Association, as indenture trustee
      (the “Indenture Trustee”). All terms used herein and not otherwise defined shall
      have the meanings set forth in the Indenture. The Purchaser hereby certifies,
      represents and warrants to, and covenants with, the Depositor, the Indenture
      Trustee and the Issuer that:

     

    Neither
      the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Note, any interest in any Note 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 Note, any
      interest in any Note or any other similar security from any person in any
      manner, (c) has otherwise approached or negotiated with respect to any Note,
      any
      interest in any Note 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
      Notes under the Securities Act of 1933 (the “Act”), that would render the
      disposition of any Note a violation of Section 5 of the Act or any state
      securities law, or that would require registration or qualification pursuant
      thereto. The Seller will not act, in any manner set forth in the foregoing
      sentence with respect to any Note. The Seller has not and will not sell or
      otherwise transfer any of the Notes, except in compliance with the provisions
      of
      the Indenture.

     

    Very
      truly yours,

    


     

    ___________________________________

    (Purchaser)

     

    By: 

    Name: 

    Title:

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      F

     

    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 4.02 of the Indenture (the “Indenture”), dated
      as of April 28, 2006, among Home Equity Mortgage Trust 2006-2 (the “Issuer”) and
      U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”)
      warrants and represents to, and covenants with, the Seller, the Indenture
      Trustee, the Depositor, the Issuer, the Servicers and each Special Servicer
      as
      follows:

     

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

     

    (iv)  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.

     

    (v)  The
      Buyer
      has been furnished with all information regarding the Rule 144A Securities
      that
      it has requested from the Seller, the Indenture Trustee or any
      Servicer.

     

    (vi)  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.

     

    (vii)  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 I or Annex II. 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.

     

    (1)  The
      Buyer:

     

    (viii)  is
      not a
      Plan Investor; or

     

    (ix)  has
      provided the Indenture Trustee, the Depositor and the Issuer with an Opinion
      of
      Counsel acceptable to and in form and substance satisfactory to the Indenture
      Trustee, the Depositor, and the Issuer to the effect that the purchase or
      holding of this Note is permissible under applicable law, will not constitute
      or
      result in any non-exempt 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 Indenture Trustee, the Issuer, the
      Depositor, any Servicer 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 the Agreement, which Opinion of Counsel
      shall not be an expense of the Indenture Trustee, the Depositor, the Issuer,
      the
      Servicers or the Special Servicer.

     

    (1)  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 Purchaser

               

            
	
              By:
                __________________________________

              Name:

              Title:

            	
              By:
                __________________________________

              Name:

              Title:

               

            
	
              Taxpayer
                Identification:

            	
              Taxpayer
                Identification:

            
	
              No.

            	
              No.

            
	
              Date:

            	
              Date:

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ANNEX
      I
      TO EXHIBIT F

     

    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:

     

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

     

    (3)  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 $______________________ 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.

            


    

     

    
      	 	
              ___

            	
              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, as amended
                (“ERISA”).

            


    

     

    
      	 	
              ___

            	
              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.

            


    

     

    (4)  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.

     

    (5)  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.

     

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

     

    
      	
              ____

              Yes

            	
              ___

              No

            	
              Will
                the Buyer be purchasing the Rule 144A

              Securities
                for the Buyer’s own account?

            


    

    (7)  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.

     

    (8)  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
      II
      TO EXHIBIT F

     

    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:

     

    (9)  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.

     

    (10)  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).

            


    

     

    (11)  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).

     

    (12)  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.

     

    (13)  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.

     

    (14)  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
      G

     

    FORM
      OF
      CONFIRMATION TO THE SWAP AGREEMENT

     

    


    


    Facsimile
      Cover Sheet

    


    To:                                                         
      U.S.
      Bank
      National Association, not individually, but 

    solely
      as
      indenture trustee on behalf of The Home Equity Mortgage Trust
      2006-2, Asset-Backed Notes, Series 2006-2

     

    Attention:                                             Heakyung
      Chung, CSi Marketer

     

    Fax
      number:                                         
To
      be
      delivered by Heakyung Chung

    


    Date:                                                     
      28
      April
      2006 

    


    Pages
      (including cover
      page):           9
      

    


     

    Our
      Reference No: External ID: 9300473N3 / Risk ID: 560960093

    


    Credit
      Suisse International has entered into a transaction with you as attached. Please
      find attached a letter agreement (the "Confirmation") which confirms the terms
      and conditions of the above transaction.

     

    


    If
      you
      agree with the terms specified therein, please
      arrange for the Confirmation to be signed by your authorised
      signatories
      and
      return a signed copy to this office to the facsimile listed below.

    


    
      	
              For
                Interest Rate Products:

              Telephone
                Numbers: (212) 538-9370

              Facsimile
                number: (917) 326-8603

              Email:
                list.otc-inc-accept-ny@credit-suisse.com

            	
               

            	
              For
                Equity Derivatives:

              Telephone
                numbers: (212) 538-4437 / (212) 538-8297 / (212) 325-5119

              Facsimile
                number: (212) 325-8173

            
	
              For
                Credit Derivatives:

              Telephone
                Numbers: (212) 538-9370

              Facsimile
                number: (917) 326-8603

              Email:
                list.otc-inc-accept-ny@credit-suisse.com

            	
               

            	 


    

    


    We
      are
      delighted to have entered into this transaction with you.

     

    


    


    


    


    CONFIDENTIALITY
      NOTICE: This facsimile is intended only for the use of the individual or entity
      to which it is addressed and may contain information which is privileged and
      confidential. If the reader of this message is not the intended recipient or
      an
      employee or agent responsible for delivering the message to the intended
      recipient, you are hereby notified that any dissemination, distribution or
      copying of this communication is strictly prohibited. If you have received
      this
      communication in error, please notify us immediately by telephone and return
      the
      original message to us by mail. Thank you.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    28
      April
      2006 

    


    U.S.
      Bank
      National Association, not individually, but

    solely
      as
      indenture trustee on behalf of the Home Equity Mortgage Trust 2006-2,
      Asset-Backed Notes, Series 2006-2

    


    (B)  External
      ID: 9300473N3

     

    


    


    ______________________________________________________________________________

    


    Dear
      Sir/Madam

    


    The
      purpose of this letter agreement (this "Confirmation") is to confirm the terms
      and conditions of the Transaction entered into between us on the Trade Date
      specified below (the "Transaction"). This Confirmation constitutes a
      "Confirmation" as referred to in the Agreement specified below.

    


    In
      this Confirmation "CSi" means Credit Suisse International and "Counterparty"
      means U.S. Bank National Association, not individually, but solely as indenture
      trustee on behalf of The Home Equity Mortgage Trust 2006-2, Asset Backed-Notes,
      Series 2006-2.

    


    
      	
              1.

            	
              The
                definitions and provisions contained in the 2000 ISDA Definitions
                (as
                published by the International Swaps and Derivatives Association,
                Inc.)
                (the "Definitions") are incorporated into this Confirmation. In the
                event
                of any inconsistency between those definitions and provisions and
                this
                Confirmation, this Confirmation will govern. References herein to
                a
                "Transaction" shall be deemed to be references to a "Swap Transaction"
                for
                the purposes of the 2000 ISDA
                Definitions.

            


    

     

    


     

    
      	 	
              For
                the Purposes hereof, "Note Payment Date" shall have the meaning ascribed
                to the term "Payment Date" in the
                Indenture.

            


    

     

    


     

    
      	 	
              This
                Confirmation supplements, forms part of, and is subject to, the 1992
                ISDA
                Master Agreement dated as of 28 April 2006 as amended and supplemented
                from time to time (the "Agreement"), between you and us. All provisions
                contained in the Agreement govern this Confirmation except as expressly
                modified below.

            


    

    


    
      	 	
              CSi
                and Counterparty each represents to the other that it has entered
                into
                this Swap Transaction in reliance upon such tax, accounting, regulatory,
                legal, and financial advice as it deems necessary and not upon any
                view
                expressed by the other.

            


    

    


    
      	 	
              Capitalized
                terms used but not defined herein or in the Definitions shall have
                the
                meanings given to such terms in the Indenture dated as of April 28,
                2006,
                between Home Equity Mortgage Trust 2006-2, as Issuer and U.S. Bank
                National Association as Indenture Trustee, as amended and supplemented
                from time to time (the "Indenture
                ").

            


    

     

    
      	
              2.

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

            


    

    


    Notional
      Amount: For
      any
      Payment Date:

     

     

     

    
      	 	 	
              1.
                If the aggregate Class Principal Balance of the Class 1A, Class 1M
                and
                Class 1B Notes for the immediately preceding Note Payment Date, after
                giving effect to payments on such Note Payment Date (or as of the
                closing
                date in the case of the first Payment Date) is greater than the Lower
                Bound for such Payment Date and less than the Upper Bound for such
                Payment
                Date, the Notional Amount will be the excess, if any, of (i) the
                aggregate
                Class Principal Balance of the Class 1A, Class 1M and Class 1B Notes
                for
                the immediately preceding Note Payment Date, after giving effect
                to
                payments on such Note Payment Date(or as of the closing date in the
                case
                of the first Payment Date) over (ii) the aggregate Class Principal
                Balance
                of the Class 1A-1 Notes and Class 1A-2 Notes for the immediately
                preceding
                Note Payment Date, after giving effect to payments on such Note Payment
                Date (or as of the closing date in the case of the first Payment
                Date)

            


    

     

     

     

    
      	 	 	
              2.
                If the aggregate Class Principal Balance of the Class 1A, Class 1
                M and
                Class 1B Notes for the immediately preceding Note Payment Date, after
                giving effect to payments on such Note Payment Date (or as of the
                closing
                date in the case of the first Payment Date) is less than or equal
                to the
                Lower Bound for such Payment Date, the Notional Amount will be the
                excess,
                if any, of (i) the Lower Bound for such Payment Date over (ii) the
                aggregate Class Principal Balance of the Class 1A-1 Notes and Class
                1A-2
                Notes for the immediately preceding Note Payment Date, after giving
                effect
                to payments on such Note Payment Date (or as of the closing date
                in the
                case of the first Payment Date).

            


    

     

    


     

    
      	 	 	
              3.
                If the aggregate Class Principal Balance of the Class 1A, Class 1M
                and
                Class 1B Notes for the immediately preceding Note Payment Date, after
                giving effect to payments on such Note Payment Date (or as of the
                closing
                date in the case of the first Payment Date) is greater than or equal
                to
                the Upper Bound for such Payment Date, the Notional amount will be
                excess,
                if any, of (i) the Upper Bound for such Payment Date over (ii) the
                aggregate Class Principal Balance of the Class 1A-1 Notes and Class
                1A-2
                Notes for the immediately preceding Note Payment Date, after giving
                effect
                to payments on such Note Payment Date (or as of the closing date
                in the
                case of the first Payment Date).

            


    

     

    


    Trade
      Date: 06
      April
      2006 

    


    Effective
      Date: 28
      April
      2006 

    


    
      	 	 	
              Termination
                Date:

            	
              25
                October 2009, subject to adjustment in accordance with the Following
                Business Day Convention 

            


    

    


    Fixed
      Amounts:

    


    Fixed
      Rate Payer: Counterparty
      

     

    Fixed
      Rate Payer

    Period
      End Dates: The
      25th
      calendar
      day of each month, commencing on 25 May 2006, subject to No
      Adjustment.

     

    Fixed
      Rate Payer Payment 

    Dates: One
      Business Day prior to Fixed Rate Payer Period End Date.

    


    


    Fixed
      Rate: 5.40
      %
      per annum

    


    Fixed
      Rate

    Day
      Count
      Fraction: 30/360
      

    


    Floating
      Amounts:

    


    Floating
      Rate Payer: CSi
      

    


    Floating
      Rate Payer 

    Period
      End
      Dates:                                 
The
      25th
      calendar
      day of each month commencing on 25 May 2006, subject to adjustment in accordance
      with the Following Business Day Convention.

     

     

    


    Floating
      Rate Payer

    Payment
      Dates:                                        
One
      Business Day prior to the Fixed Rate Payer Period End Date.

    


    


    
      	 	 	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA
                

            


    

     

    Floating
      Rate

    Day
      Count
      Fraction:                                Actual/360
      

    


    
      	 	 	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period


            


    

     

    Compounding:                                        
       Inapplicable
      

    


    Business
      Day:                                          New
      York

    


    Calculation
      Agent:                                                 
CSi
      

    


    
      	
              3.

            	
              Account
                Details: 

            


    

     

    


     

    Payments
      to
      CSi:                                 
As
      advised separately in writing 

    


     

    Payments
      to
      Counterparty:               
U.S.
      Bank
      National Association 

    ABA:
       091000022 

    DDA:
       173103322058 

    Ref:
       ABSC HEMT 2006-2 

    Attn:
       Josh Wilkening 

    


     

    


     

    


     

    


    


    4. Calculation
      of Market Quotation or Loss following a designation of an Early Termination
      Date: 

    


    Upon
      designation of an Early Termination Date with respect to this Transaction,
      the
      relevant party in calculating the Market Quotation or Loss, as appropriate,
      for
      this Transaction shall take into account the anticipated amortization of the
      Aggregate Class Principal of the Notes for all Calculation Periods that would
      otherwise have ended on Period End Dates that would otherwise have fallen after
      such Early Termination Date.

    


    


    For
      the
      purpose of facilitating this Transaction, an Affiliate of CSi, which is
      organized in the United States of America (the “Agent”), has acted as agent for
      CSi. The Agent is not a principal with respect to this Transaction and shall
      have no responsibility or liability to the parties as a principal with respect
      to this Transaction.

    


    


    Credit
      Suisse International is authorized and regulated by the Financial Services
      Authority and has entered into this transaction as principal. The time at which
      the above transaction was executed will be notified to Counterparty on
      request.

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ADDITIONAL
      TERMS

    


    
      	
              Payment
                Date

            	
              Lower
                Bound

            	
              Upper
                Bound

            
	
              May-06

            	
              343,000,000

            	
              343,000,000

            
	
              Jun-06

            	
              327,530,000

            	
              336,175,000

            
	
              Jul-06

            	
              311,675,000

            	
              329,000,000

            
	
              Aug-06

            	
              295,365,000

            	
              321,475,000

            
	
              Sep-06

            	
              278,670,000

            	
              313,600,000

            
	
              Oct-06

            	
              261,660,000

            	
              305,410,000

            
	
              Nov-06

            	
              244,405,000

            	
              296,905,000

            
	
              Dec-06

            	
              226,975,000

            	
              288,085,000

            
	
              Jan-07

            	
              209,440,000

            	
              279,055,000

            
	
              Feb-07

            	
              193,235,000

            	
              270,235,000

            
	
              Mar-07

            	
              178,185,000

            	
              261,660,000

            
	
              Apr-07

            	
              164,255,000

            	
              253,330,000

            
	
              May-07

            	
              151,375,000

            	
              245,245,000

            
	
              Jun-07

            	
              139,405,000

            	
              237,370,000

            
	
              Jul-07

            	
              128,380,000

            	
              229,705,000

            
	
              Aug-07

            	
              118,125,000

            	
              222,250,000

            
	
              Sep-07

            	
              108,640,000

            	
              215,005,000

            
	
              Oct-07

            	
              99,890,000

            	
              207,970,000

            
	
              Nov-07

            	
              91,770,000

            	
              201,145,000

            
	
              Dec-07

            	
              84,245,000

            	
              194,495,000

            
	
              Jan-08

            	
              77,280,000

            	
              188,055,000

            
	
              Feb-08

            	
              70,875,000

            	
              181,790,000

            
	
              Mar-08

            	
              64,925,000

            	
              175,700,000

            
	
              Apr-08

            	
              59,395,000

            	
              169,820,000

            
	
              May-08

            	
              54,320,000

            	
              164,080,000

            
	
              Jun-08

            	
              49,630,000

            	
              158,515,000

            
	
              Jul-08

            	
              45,290,000

            	
              153,125,000

            
	
              Aug-08

            	
              41,265,000

            	
              147,875,000

            
	
              Sep-08

            	
              37,555,000

            	
              142,800,000

            
	
              Oct-08

            	
              34,125,000

            	
              137,865,000

            
	
              Nov-08

            	
              30,940,000

            	
              133,105,000

            
	
              Dec-08

            	
              28,000,000

            	
              128,485,000

            
	
              Jan-09

            	
              0

            	
              124,005,000

            
	
              Feb-09

            	
              0

            	
              119,665,000

            
	
              Mar-09

            	
              0

            	
              115,465,000

            
	
              Apr-09

            	
              0

            	
              111,440,000

            
	
              Payment
                Date

            	
              Lower
                Bound

            	
              Upper
                Bound

            
	
              May-09

            	
              0

            	
              107,520,000

            
	
              Jun-09

            	
              0

            	
              103,705,000

            
	
              Jul-09

            	
              0

            	
              100,065,000

            
	
              Aug-09

            	
              0

            	
              96,495,000

            
	
              Sep-09

            	
              0

            	
              93,100,000

            
	
              Oct-09

            	
              0

            	
              89,775,000

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    Please
      confirm that the foregoing correctly sets forth the terms of our agreement
      by
      signing and returning this Confirmation.

    


    


    Yours
      faithfully,

    


    Credit
      Suisse International

    


     

    


    


    


    By:______________________________

    Name:
      

    Title:

    


    


    


    


    


    Confirmed
      as of the date first written above:

    


    U.S.
      Bank
      National Association, not individually, but 

    solely
      as
      indenture trustee on behalf of The Home Equity 

    Mortgage
      Trust 2006-2, Asset Backed-Notes, Series 2006-2

    


    


    


    By:________________________________

    Name:

    Title:

    


    


    


    


    


    


     

    Our
      Reference No: External ID: 9300473N3 / Risk ID: 560960093

    


    


    


    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      H

     

    [RESERVED]

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I

     

    [RESERVED]

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      J

     

    FORM
      OF ISDA MASTER AGREEMENT

     

    


     

    


     

    ISDAÒ

    International
      Swap Dealers Association, Inc.

     

    MASTER
      AGREEMENT

     

    dated
      as
      of April 28, 2006

     

    
      	
              CREDIT
                SUISSE INTERNATIONAL

              (“Party
                A”)

            	
              And

            	
              U.S.
                BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS INDENTURE
                TRUSTEE ON BEHALF OF THE HOME EQUITY MORTGAGE TRUST 2006-2, ASSET-BACKED
                NOTES, SERIES 2006-2

              ("Party
                B")

            


    

    


     

    have
      entered and/or anticipate entering into one or more transactions (each a
“Transaction”) that are or will

     

    be
      governed by this Master Agreement, which includes the schedule (the “Schedule”),
      and the documents

     

    and
      other
      confirming evidence (each a “Confirmation”) exchanged between the parties
      confirming those Transactions.

     

    Accordingly,
      the parties agree as follows:—

     

    1.  Interpretation

     

    (a)  Definitions.
      The
      terms defined in Section 14 and in the Schedule will have the meanings therein
      specified for the purpose of this Master Agreement.

     

    (b)  Inconsistency.
      In the
      event of any inconsistency between the provisions of the Schedule and the other
      provisions of this Master Agreement, the Schedule will prevail. In the event
      of
      any inconsistency between the provisions of any Confirmation and this Master
      Agreement (including the Schedule), such Confirmation will prevail for the
      purpose of the relevant Transaction.

     

    (c)  Single
      Agreement.
      All
      Transactions are entered into in reliance on the fact that this Master Agreement
      and all Confirmations form a single agreement between the parties (collectively
      referred to as

     

    this
      “Agreement”), and the parties would not otherwise enter into any
      Transactions.

     

    2.  Obligations

     

    (a)  General
      Conditions.

     

    (i)  Each
      party will make each payment or delivery specified in each Confirmation to
      be
      made by it, subject to the other provisions
      of this
      Agreement.

     

    (ii)  Payments
      under this Agreement will be made on the due date for value on that date in
      the
      place 

     

    of
      the
      account specified in the relevant Confirmation or otherwise pursuant to this
      Agreement, in freely transferable funds and in the manner customary for payments
      in the required currency. Where
      settlement is by delivery (that is, other than by payment), such delivery will
      be made for
      receipt
      on the due date in the manner customary for the relevant obligation unless
      otherwise specified in the relevant Confirmation or elsewhere in this
      Agreement.

     

    (iii)  Each
      obligation of each party under Section 2(a)(i) is subject to (1) the condition
      precedent 

     

    that
      no
      Event of Default or Potential Event of Default with respect to the other party
      has occurred

     

    and
      is
      continuing, (2) the condition precedent that no Early Termination Date in
      respect of the relevant Transaction has occurred or been effectively designated
      and (3) each other applicable condition precedent specified in this
      Agreement.

     

    (b)  Change
      of Account.
      Either
      party may change its account for receiving a payment or delivery by giving
      notice to the other party at least five Local Business Days prior to the
      scheduled date for the payment or delivery to which such change applies unless
      such other party gives timely notice of a reasonable objection to such
      change.

     

    (c)  Netting.
      If on
      any date amounts would otherwise be payable:—

     

    (i)  in
      the
      same currency; and

     

    (ii)  in
      respect of the same Transaction,

     

    by
      each
      party to the other, then, on such date, each party’s obligation to make payment
      of any such amount will be automatically satisfied and discharged and, if the
      aggregate amount that would otherwise have been payable by one party exceeds
      the
      aggregate amount that would otherwise have been payable by the other party,
      replaced by an obligation upon the party by whom the larger aggregate amount
      would have been payable to pay to the other party the excess of the larger
      aggregate amount over the smaller aggregate amount.

     

    The
      parties may elect in respect of two or more Transactions that a net amount
      will
      be determined in respect of all amounts payable on the same date in the same
      currency in respect of such Transactions, regardless of whether such amounts
      are
      payable in respect of the same Transaction. The election may be made in the
      Schedule or a Confirmation by specifying that subparagraph (ii) above will
      not
      apply to the Transactions identified as being subject to the election, together
      with the starting date (in which case subparagraph (ii) above will not, or
      will
      cease to, apply to such Transactions from such date). This election may be
      made
      separately for different groups of Transactions and will apply separately to
      each pairing of Offices through which the parties make and receive payments
      or
      deliveries.

     

    (d)  Deduction
      or Withholding for Tax.

     

    (i)  Gross-Up.
      All
      payments under this Agreement will be made without any deduction or withholding
      for or on account of any Tax unless such deduction or withholding is required
      by
      any applicable law, as modified by the practice of any relevant governmental
      revenue authority, then in effect. If a party is so required to deduct or
      withhold, then that party (“X”) will:—

     

    (1)  promptly
      notify the other party (“Y”) of such requirement;

     

    (2)  pay
      to
      the relevant authorities the full amount required to be deducted or withheld
      (including the full amount required to be deducted or withheld from any
      additional amount paid by X to Y under this Section 2(d)) promptly upon the
      earlier of determining that such deduction or withholding is required or
      receiving notice that such amount has been assessed against Y;

     

    (3)  promptly
      forward to Y an official receipt (or a certified copy), or other documentation
      reasonably acceptable to Y, evidencing such payment to such authorities;
      and

     

    (4)  if
      such
      Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which
      Y is
otherwise
      entitled under this Agreement, such additional amount as is necessary to
      ensure that

     

    the
      net
      amount actually received by Y (free and clear of Indemnifiable Taxes, whether
      assessed against X or Y) will equal the full amount Y would have received had
      no
      such deduction or withholding been required. However, X will not be required
      to
      pay any additional amount to Y

     

    to
      the
      extent that it would not be required to be paid but for:—

     

    (A)  the
      failure by Y to comply with or perform any agreement contained in

     

    Section
      4(a)(i), 4(a)(iii) or 4(d); or

     

    (B)  the
      failure of a representation made by Y pursuant to Section 3(f) to be accurate
      and true unless such failure would not have occurred but for (I) any action
      taken by a taxing authority, or brought in a court of competent jurisdiction,
      on
      or after the date on which a Transaction is entered into (regardless of whether
      such action is taken or brought with respect to a party to this Agreement)
      or
      (II) a Change in Tax Law.

     

    (ii)  Liability.
      If:—

     

    (1)  X
      is
      required by any applicable law, as modified by the practice of any relevant
      governmental revenue authority, to make any deduction or withholding in respect
      of which X would not be required to pay an additional amount to Y under Section
      2(d)(i)(4);

     

    (2)  X
      does
      not so deduct or withhold; and

     

    (3)  a
      liability resulting from such Tax is assessed directly against X,

     

    then,
      except to the extent Y has satisfied or then satisfies the liability resulting
      from such Tax, Y will promptly pay to X the amount of such liability (including
      any related liability for interest, but including any related liability for
      penalties only if Y has failed to comply with or perform any agreement contained
      in Section 4(a)(i), 4(a)(iii) or 4(d)).

     

    (e)  Default
      Interest; Other Amounts.
      Prior
      to the occurrence or effective designation of an Early Termination Date in
      respect of the relevant Transaction, a party that defaults in the performance
      of
      any payment obligation will, to the extent permitted by law and subject to
      Section 6(c), be required to pay interest (before as well as after judgment)
      on
      the overdue amount to the other party on demand in the same currency as such
      overdue amount, for the period from (and including) the original due date for
      payment to (but excluding) the date of actual payment, at the Default Rate.
      Such
      interest will be calculated on the basis of daily compounding and the actual
      number of days elapsed. If, prior to the occurrence or effective designation
      of
      an Early Termination Date in respect of the relevant Transaction, a party
      defaults in the performance of any obligation required to be settled by
      delivery, it will compensate the other party on demand if and to the extent
      provided for in the relevant Confirmation or elsewhere in this
      Agreement.

     

    3.  Representations

     

    Each
      party represents to the other party (which representations will be deemed to
      be
      repeated by each party on each date on which a Transaction is entered into
      and,
      in the case of the representations in Section 3(f), at all times until the
      termination of this Agreement) that:—

     

    (a)  Basic
      Representations.

     

    (i)  Status.
      It is
      duly organised and validly existing under the laws of the jurisdiction of its
      organisation or incorporation and, if relevant under such laws, in good
      standing;

     

    (ii)  Powers.
      It has
      the power to execute this Agreement and any other documentation relating to
      this
      Agreement to which it is a party, to deliver this Agreement and any other
      documentation relating to this Agreement that it is required by this Agreement
      to deliver and to perform its obligations under this Agreement and any
      obligations it has under any Credit Support Document to which it is a party
      and
      has taken all necessary action to authorise such execution, delivery and
      performance;

     

    (iii)  No
      Violation or Conflict.
      Such
      execution, delivery and performance do not violate or conflict with any law
      applicable to it, any provision of its constitutional documents, any order
      or
      judgment of any court or other agency of government applicable to it or any
      of
      its assets or any contractual restriction binding on or affecting it or any
      of
      its assets;

     

    (iv)  Consents.
      All
      governmental and other consents that are required to have been obtained by
      it
      with respect to this Agreement or any Credit Support Document to which it is
      a
      party have been obtained and are in full force and effect and all conditions
      of
      any such consents have been complied with; and

     

    (v)  Obligations
      Binding.
      Its
      obligations under this Agreement and any Credit Support Document to which it
      is
      a party constitute its legal, valid and binding obligations, enforceable in
      accordance with their respective terms (subject to applicable bankruptcy,
      reorganisation, insolvency, moratorium or similar laws affecting creditors’
rights generally and subject, as to enforceability, to equitable principles
      of
      general application (regardless of whether enforcement is sought in a proceeding
      in equity or at law)).

     

    (b)  Absence
      of Certain Events.
      No
      Event of Default or Potential Event of Default or, to its knowledge, Termination
      Event with respect to it has occurred and is continuing and no such event or
      circumstance would occur as a result of its entering into or performing its
      obligations under this Agreement or any Credit Support Document to which it
      is a
      party.

     

    (c)  Absence
      of Litigation.
      There
      is not pending or, to its knowledge, threatened against it or any of its
      Affiliates any action, suit or proceeding at law or in equity or before any
      court, tribunal, governmental body, agency or official or any arbitrator that
      is
      likely to affect the legality, validity or enforceability against it of this
      Agreement or any Credit Support Document to which it is a party or its ability
      to perform its obligations under this Agreement or such Credit Support
      Document.

     

    (d)  Accuracy
      of Specified Information.
      All
      applicable information that is furnished in writing by or on behalf of it to
      the
      other party and is identified for the purpose of this Section 3(d) in the
      Schedule is, as of the date of the information, true, accurate and complete
      in
      every material respect.

     

    (e)  Payer
      Tax Representation.
      Each
      representation specified in the Schedule as being made by it for the purpose
      of
      this Section 3(e) is accurate and true.

     

    (f)  Payee
      Tax Representations.
      Each
      representation specified in the Schedule as being made by it for the purpose
      of
      this Section 3(f) is accurate and true.

     

    4.  Agreements

     

    Each
      party agrees with the other that, so long as either party has or may have any
      obligation under this Agreement or under any Credit Support Document to which
      it
      is a party:—

     

    (a)  Furnish
      Specified Information.
      It will
      deliver to the other party or, in certain cases under subparagraph (iii) below,
      to such government or taxing authority as the other party reasonably
      directs:

     

    (i)  any
      forms, documents or certificates relating to taxation specified in the Schedule
      or any Confirmation;

     

    (ii)  any
      other
      documents specified in the Schedule or any Confirmation; and

     

    (iii)  upon
      reasonable demand by such other party, any form or document that may be required
      or reasonably requested in writing in order to allow such other party or its
      Credit Support Provider to make a payment under this Agreement or any applicable
      Credit Support Document without any deduction or withholding for or on account
      of any Tax or with such deduction or withholding at a reduced rate (so long
      as
      the completion, execution or submission of such form or document would not
      materially prejudice the legal or commercial position of the party in receipt
      of
      such demand), with any such form or document to be accurate and completed in
      a
      manner reasonably satisfactory to such other party and to be executed and to
      be
      delivered with any reasonably required certification,

     

    in
      each
      case by the date specified in the Schedule or such Confirmation or, if none
      is
      specified, as soon as reasonably practicable.

     

    (b)  Maintain
      Authorisations.
      It will
      use all reasonable efforts to maintain in full force and effect all consents
      of
      any governmental or other authority that are required to be obtained by it
      with
      respect to this Agreement or any Credit Support Document to which it is a party
      and will use all reasonable efforts to obtain any that may become necessary
      in
      the future.

     

    (c)  Comply
      with Laws.
      It will
      comply in all material respects with all applicable laws and orders to which
      it
      may be subject if failure so to comply would materially impair its ability
      to
      perform its obligations under this Agreement or any Credit Support Document
      to
      which it is a party.

     

    (d)  Tax
      Agreement.
      It will
      give notice of any failure of a representation made by it under Section 3(f)
      to
      be accurate and true promptly upon learning of such failure.

     

    (e)  Payment
      of Stamp Tax.
      Subject
      to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect
      of its execution or performance of this Agreement by a jurisdiction in which
      it
      is incorporated, organised, managed and controlled, or considered to have its
      seat, or in which a branch or office through which it is acting for the purpose
      of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the
      other party against any Stamp Tax levied or imposed upon the other party or
      in
      respect of the other party’s execution or performance of this Agreement by any
      such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with
      respect to the other party.

     

    5.  Events
      of Default and Termination Events

     

    (a)  Events
      of Default.
      The
      occurrence at any time with respect to a party or, if applicable, any Credit
      Support Provider of such party or any Specified Entity of such party of any
      of
      the following events constitutes an event of default (an “Event of Default”)
      with respect to such party:—

     

    (i)  Failure
      to Pay or Deliver.
      Failure
      by the party to make, when due, any payment under this Agreement or delivery
      under Section 2(a)(i) or 2(e) required to be made by it if such failure is
      not
      remedied on or before the third Local Business Day after notice of such failure
      is given to the party;

     

    (ii)  Breach
      of Agreement.
      Failure
      by the party to comply with or perform any agreement or obligation (other than
      an obligation to make any payment under this Agreement or delivery under Section
      2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or
      obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or
      performed by the party in accordance with this Agreement if such failure is
      not
      remedied on or before the thirtieth day after notice of such failure is given
      to
      the party;

     

    (iii)  Credit
      Support Default.

     

    (1)  Failure
      by the party or any Credit Support Provider of such party to comply with or
      perform any agreement or obligation to be complied with or performed by it
      in
      accordance with any Credit Support Document if such failure is continuing after
      any applicable grace period has elapsed;

     

    (2)  the
      expiration or termination of such Credit Support Document or the failing or
      ceasing of such Credit Support Document to be in full force and effect for
      the
      purpose of this Agreement (in either case other than in accordance with its
      terms) prior to the satisfaction of all obligations of such party under each
      Transaction to which such Credit Support Document relates without the written
      consent of the other party; or

     

    (3)  the
      party
      or such Credit Support Provider disaffirms, disclaims, repudiates or rejects,
      in
      whole or in part, or challenges the validity of, such Credit Support
      Document;

     

    (iv)  Misrepresentation.
      A
      representation (other than a representation under Section 3(e) or (f)) made
      or
      repeated or deemed to have been made or repeated by the party or any Credit
      Support Provider of such party in this Agreement or any Credit Support Document
      proves to have been incorrect or misleading in any material respect when made
      or
      repeated or deemed to have been made or repeated;

     

    (v)  Default
      under Specified Transaction.
      The
      party, any Credit Support Provider of such party or any applicable Specified
      Entity of such party (1) defaults under a Specified Transaction and, after
      giving effect to any applicable notice requirement or grace period, there occurs
      a liquidation of, an acceleration of obligations under, or an early termination
      of, that Specified Transaction, (2) defaults, after giving effect to any
      applicable notice requirement or grace period, in making any payment or delivery
      due on the last payment, delivery or exchange date of, or any payment on early
      termination of, a Specified Transaction (or such default continues for at least
      three Local Business Days if there is no applicable notice requirement or grace
      period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in
      part, a Specified Transaction (or such action is taken by any person or entity
      appointed or empowered to operate it or act on its behalf);

     

    (vi)  Cross
      Default.
      If
“Cross Default” is specified in the Schedule as applying to the party, the
      occurrence or existence of (1) a default, event of default or other similar
      condition or event (however

     

    


     

    described)
      in respect of such party, any Credit Support Provider of such party or any
      applicable Specified Entity of such party under one or more agreements or
      instruments relating to Specified Indebtedness of any of them (individually
      or
      collectively) in an aggregate amount of not less than the applicable Threshold
      Amount (as specified in the Schedule) which has resulted in such Specified
      Indebtedness becoming, or becoming capable at such time of being declared,
      due
      and payable under such agreements or instruments, before it would otherwise
      have
      been due and payable or (2) a default by such party, such Credit Support
      Provider or such Specified Entity (individually or collectively) in making
      one
      or more payments on the due date thereof in an aggregate amount of not less
      than
      the applicable Threshold Amount under such agreements or instruments (after
      giving effect to any applicable notice requirement or grace
      period);

     

    (vii)  Bankruptcy.
      The
      party, any Credit Support Provider of such party or any applicable Specified
      Entity of such party:—

     

    (1)  is
      dissolved (other than pursuant to a consolidation, amalgamation or merger);
      (2)
      becomes insolvent or is unable to pay its debts or fails or admits in writing
      its inability generally to pay its debts as they become due; (3) makes a general
      assignment, arrangement or composition with or for the benefit of its creditors;
      (4) institutes or has instituted against it a proceeding seeking a judgment
      of
      insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
      law or other similar law affecting creditors’ rights, or a petition is presented
      for its winding-up or liquidation, and, in the case of any such proceeding
      or
      petition instituted or presented against it, such proceeding or petition (A)
      results in a judgment of insolvency or bankruptcy or the entry of an order
      for
      relief or the making of an order for its winding-up or liquidation or (B) is
      not
      dismissed, discharged, stayed or restrained in each case within 30 days of
      the
      institution or presentation thereof; (5) has a resolution passed for its
      winding-up, official management or liquidation (other than pursuant to a
      consolidation, amalgamation or merger); (6) seeks or becomes subject to the
      appointment of an administrator, provisional liquidator, conservator, receiver,
      trustee, custodian or other similar official for it or for all or substantially
      all its assets; (7) has a secured party take possession of all or substantially
      all its assets or has a distress, execution, attachment, sequestration or other
      legal process levied, enforced or sued on or against all or substantially all
      its assets and such secured party maintains possession, or any such process
      is
      not dismissed, discharged, stayed or restrained, in each case within 30 days
      thereafter; (8) causes or is subject to any event with respect to it which,
      under the applicable laws of any jurisdiction, has an analogous effect to any
      of
      the events specified in clauses (1) to (7) (inclusive); or (9) takes any action
      in furtherance of, or indicating its consent to, approval of, or acquiescence
      in, any of the foregoing acts; or

     

    (viii)  Merger
      Without Assumption.
      The
      party or any Credit Support Provider of such party consolidates or amalgamates
      with, or merges with or into, or transfers all or substantially all its assets
      to, another entity and, at the time of such consolidation, amalgamation, merger
      or transfer:—

     

    (1)  the
      resulting, surviving or transferee entity fails to assume all the obligations
      of
      such party or such Credit Support Provider under this Agreement or any Credit
      Support Document to which it or its predecessor was a party by operation of
      law
      or pursuant to an agreement reasonably satisfactory to the other party to this
      Agreement; or

     

    (2)  the
      benefits of any Credit Support Document fail to extend (without the consent
      of
      the other party) to the performance by such resulting, surviving or transferee
      entity of its obligations under this Agreement.

     

    (b)  Termination
      Events.
      The
      occurrence at any time with respect to a party or, if applicable, any Credit
      Support Provider of such party or any Specified Entity of such party of any
      event specified below constitutes an Illegality if the event is specified in
      (i)
      below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon
      Merger if the event is specified in (iii) below, and, if specified to be
      applicable, a Credit Event

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Upon
      Merger if the event is specified pursuant to (iv) below or an Additional
      Termination Event if the event is specified pursuant to (v) below:—

     

    (i)  Illegality.
      Due to
      the adoption of, or any change in, any applicable law after the date on which
      a
      Transaction is entered into, or due to the promulgation of, or any change in,
      the interpretation by any court, tribunal or regulatory authority with competent
      jurisdiction of any applicable law after such date, it becomes unlawful (other
      than as a result of a breach by the party of Section 4(b)) for such party (which
      will be the Affected Party):—

     

    (1)  to
      perform any absolute or contingent obligation to make a payment or delivery
      or
      to receive a payment or delivery in respect of such Transaction or to comply
      with any other material provision of this Agreement relating to such
      Transaction; or

     

    (2)  to
      perform, or for any Credit Support Provider of such party to perform, any
      contingent or other obligation which the party (or such Credit Support Provider)
      has under any Credit Support Document relating to such Transaction;

     

    (ii)  Tax
      Event.
      Due to
      (x) any action taken by a taxing authority, or brought in a court of competent
      jurisdiction, on or after the date on which a Transaction is entered into
      (regardless of whether such action is taken or brought with respect to a party
      to this Agreement) or (y) a Change in Tax Law, the party (which will be the
      Affected Party) will, or there is a substantial likelihood that it will, on
      the
      next succeeding Scheduled Payment Date (1) be required to pay to the other
      party
      an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
      (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
      receive a payment from which an amount is required to be deducted or withheld
      for or on account of a Tax (except in respect of interest under Section 2(e),
      6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect
      of
      such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
      or (B));

     

    (iii)  Tax
      Event Upon Merger.
      The
      party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will
      either (1) be required to pay an additional amount in respect of an
      Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under
      Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
      has been deducted or withheld for or on account of any Indemnifiable Tax in
      respect of which the other party is not required to pay an additional amount
      (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a
      result of a party consolidating or amalgamating with, or merging with or into,
      or transferring all or substantially all its assets to, another entity (which
      will be the Affected Party) where such action does not constitute an event
      described in Section 5(a)(viii);

     

    (iv)  Credit
      Event Upon Merger.
      If
“Credit Event Upon Merger” is specified in the Schedule as applying to the
      party, such party (“X”), any Credit Support Provider of X or any applicable
      Specified Entity of X consolidates or amalgamates with, or merges with or into,
      or transfers all or substantially all its assets to, another entity and such
      action does not constitute an event described in Section 5(a)(viii) but the
      creditworthiness of the resulting, surviving or transferee entity is materially
      weaker than that of X, such Credit Support Provider or such Specified Entity,
      as
      the case may be, immediately prior to such action (and, in such event, X or
      its
      successor or transferee, as appropriate, will be the Affected Party);
      or

     

    (v)  Additional
      Termination Event.
      If any
“Additional Termination Event” is specified in the Schedule or any Confirmation
      as applying, the occurrence of such event (and, in such event, the Affected
      Party or Affected Parties shall be as specified for such Additional Termination
      Event in the Schedule or such Confirmation).

     

    (c)  Event
      of Default and Illegality.
      If an
      event or circumstance which would otherwise constitute or give rise to an Event
      of Default also constitutes an Illegality, it will be treated as an Illegality
      and will not constitute an Event of Default.

     

    6.  Early
      Termination

     

    (a)  Right
      to Terminate Following Event of Default.
      If at
      any time an Event of Default with respect to a party (the “Defaulting Party”)
      has occurred and is then continuing, the other party (the “Non-defaulting
      Party”) may, by not more than 20 days notice to the Defaulting Party specifying
      the relevant Event of Default, designate a day not earlier than the day such
      notice is effective as an Early Termination Date in respect of all outstanding
      Transactions. If, however, “Automatic Early Termination” is specified in the
      Schedule as applying to a party, then an Early Termination Date in respect
      of
      all outstanding Transactions will occur immediately upon the occurrence with
      respect to such party of an Event of Default specified in Section 5(a)(vii)(1),
      (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time
      immediately preceding the institution of the relevant proceeding or the
      presentation of the relevant petition upon the occurrence with respect to such
      party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent
      analogous thereto, (8).

     

    (b)  Right
      to Terminate Following Termination Event.

     

    (i)  Notice.
      If a
      Termination Event occurs, an Affected Party will, promptly upon becoming aware
      of it, notify the other party, specifying the nature of that Termination Event
      and each Affected Transaction and will also give such other information about
      that Termination Event as the other party may reasonably require.

     

    (ii)  Transfer
      to Avoid Termination Event.
      If
      either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there
      is
      only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
      Party is the Affected Party, the Affected Party will, as a condition to its
      right to designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss, excluding
      immaterial, incidental expenses) to transfer within 20 days after it gives
      notice under Section 6(b)(i) all its rights and obligations under this Agreement
      in respect of the Affected Transactions to another of its Offices or Affiliates
      so that such Termination Event ceases to exist.

     

    If
      the
      Affected Party is not able to make such a transfer it will give notice to the
      other party to that effect within such 20 day period, whereupon the other party
      may effect such a transfer within 30 days after the notice is given under
      Section 6(b)(i).

     

    Any
      such
      transfer by a party under this Section 6(b)(ii) will be subject to and
      conditional upon the prior written consent of the other party, which consent
      will not be withheld if such other party’s policies in effect at such time would
      permit it to enter into transactions with the transferee on the terms
      proposed.

     

    (iii)  Two
      Affected Parties.
      If an
      Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two
      Affected Parties, each party will use all reasonable efforts to reach agreement
      within 30 days after notice thereof is given under Section 6(b)(i) on action
      to
      avoid that Termination Event.

     

    (iv)  Right
      to Terminate.
      If:—

     

    (1)  a
      transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as
      the case may be, has not been effected with respect to all Affected Transactions
      within 30 days after an Affected Party gives notice under Section 6(b)(i);
      or

     

    (2)  an
      Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional
      Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened
      Party is not the Affected Party,

     

    either
      party in the case of an Illegality, the Burdened Party in the case of a Tax
      Event Upon Merger, any Affected Party in the case of a Tax Event or an
      Additional Termination Event if there is more than one Affected Party, or the
      party which is not the Affected Party in the case of a Credit Event Upon Merger
      or an Additional Termination Event if there is only one Affected Party may,
      by
      not

     

    more
      than
      20 days notice to the other party and provided that the relevant Termination
      Event is then

     

    


     

    continuing,
      designate a day not earlier than the day such notice is effective as an Early
      Termination Date in respect of all Affected Transactions.

     

    (c)  Effect
      of Designation.

     

    (i)  If
      notice
      designating an Early Termination Date is given under Section 6(a) or (b),
      the Early Termination Date will occur on the date so designated, whether or
      not
      the relevant Event of Default or Termination Event is then
      continuing.

     

    (ii)  Upon
      the
      occurrence or effective designation of an Early Termination Date, no further
      payments or deliveries under Section 2(a)(i) or 2(e) in respect of the
      Terminated Transactions will be required to be made, but without prejudice
      to
      the other provisions of this Agreement. The amount, if any, payable in respect
      of an Early Termination Date shall be determined pursuant to Section
      6(e).

     

    (d)  Calculations.

     

    (i)  Statement.
      On or
      as soon as reasonably practicable following the occurrence of an Early
      Termination Date, each party will make the calculations on its part, if any,
      contemplated by Section 6(e) and will provide to the other party a statement
      (1)
      showing, in reasonable detail, such calculations (including all relevant
      quotations and specifying any amount payable under Section 6(e)) and (2) giving
      details of the relevant account to which any amount payable to it is to be
      paid.
      In the absence of written confirmation from the source of a quotation obtained
      in determining a Market Quotation, the records of the party obtaining such
      quotation will be conclusive evidence of the existence and accuracy of such
      quotation.

     

    (ii)  Payment
      Date.
      An
      amount calculated as being due in respect of any Early Termination Date under
      Section 6(e) will be payable on the day that notice of the amount payable is
      effective (in the case of an Early Termination Date which is designated or
      occurs as a result of an Event of Default) and on the day which is two Local
      Business Days after the day on which notice of the amount payable is effective
      (in the case of an Early Termination Date which is designated as a result of
      a
      Termination Event). Such amount will be paid together with (to the extent
      permitted under applicable law) interest thereon (before as well as after
      judgment) in the Termination Currency, from (and including) the relevant Early
      Termination Date to (but excluding) the date such amount is paid, at the
      Applicable Rate. Such interest will be calculated on the basis of daily
      compounding and the actual number of days elapsed.

     

    (e)  Payments
      on Early Termination.
      If an
      Early Termination Date occurs, the following provisions shall apply based on
      the
      parties’ election in the Schedule of a payment measure, either “Market
      Quotation” or “Loss”, and a payment method, either the “First Method” or the
“Second Method”. If the parties fail to designate a payment measure or payment
      method in the Schedule, it will be deemed that “Market Quotation” or the “Second
      Method”, as the case may be, shall apply. The amount, if any, payable in respect
      of an Early Termination Date and determined pursuant to this Section will be
      subject to any Set-off.

     

    (i)  Events
      of Default.
      If the
      Early Termination Date results from an Event of Default:—

     

    (1)  First
      Method and Market Quotation.
      If the
      First Method and Market Quotation apply, the Defaulting Party will pay to the
      Non-defaulting Party the excess, if a positive number, of (A) the sum of the
      Settlement Amount (determined by the Non-defaulting Party) in respect of the
      Terminated Transactions and the Termination Currency Equivalent of the Unpaid
      Amounts owing to the Non-defaulting Party over (B) the Termination Currency
      Equivalent of the Unpaid Amounts owing to the Defaulting Party.

     

    (2)  First
      Method and Loss.
      If the
      First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting
      Party, if a positive number, the Non-defaulting Party’s Loss in respect of this
      Agreement.

     

    (3)  Second
      Method and Market Quotation.
      If the
      Second Method and Market Quotation apply, an amount will be payable equal to
      (A)
      the sum of the Settlement Amount (determined by
      the

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Non-defaulting
      Party) in respect of the Terminated Transactions and the Termination Currency
      Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B)
      the
      Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
      Party. If that amount is a positive number, the Defaulting Party will pay it
      to
      the Non-defaulting Party; if it is a negative number, the Non-defaulting Party
      will pay the absolute value of that amount to the Defaulting Party.

     

    (4)  Second
      Method and Loss.
      If the
      Second Method and Loss apply, an amount will be payable equal to the
      Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a
      positive number, the Defaulting Party will pay it to the Non-defaulting Party;
      if it is a negative number, the Non-defaulting Party will pay the absolute
      value
      of that amount to the Defaulting Party.

     

    (ii)  Termination
      Events.
      If the
      Early Termination Date results from a Termination Event:—

     

    (1)  One
      Affected Party.
      If
      there is one Affected Party, the amount payable will be determined in accordance
      with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4),
      if
      Loss applies, except that, in either case, references to the Defaulting Party
      and to the Non-defaulting Party will be deemed to be references to the Affected
      Party and the party which is not the Affected Party, respectively, and, if
      Loss
      applies and fewer than all the Transactions are being terminated, Loss shall
      be
      calculated in respect of all Terminated Transactions.

     

    (2)  Two
      Affected Parties.
      If
      there are two Affected Parties:—

     

    (A)  if
      Market
      Quotation applies, each party will determine a Settlement Amount in respect
      of
      the Terminated Transactions, and an amount will be payable equal to (I) the
      sum
      of (a) one-half of the difference between the Settlement Amount of the party
      with the higher Settlement Amount (“X”) and the Settlement Amount of the party
      with the lower Settlement Amount (“Y”) and (b) the Termination Currency
      Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency
      Equivalent of the Unpaid Amounts owing to Y; and

     

    (B)  if
      Loss
      applies, each party will determine its Loss in respect of this Agreement (or,
      if
      fewer than all the Transactions are being terminated, in respect of all
      Terminated Transactions) and an amount will be payable equal to one-half of
      the
      difference between the Loss of the party with the higher Loss (“X”) and the Loss
      of the party with the lower Loss (“Y”).

     

    If
      the
      amount payable is a positive number, Y will pay it to X; if it is a negative
      number, X will pay the absolute value of that amount to Y.

     

    (iii)  Adjustment
      for Bankruptcy.
      In
      circumstances where an Early Termination Date occurs because “Automatic Early
      Termination” applies in respect of a party, the amount determined under this
      Section 6(e) will be subject to such adjustments as are appropriate and
      permitted by law to reflect any payments or deliveries made by one party to
      the
      other under this Agreement (and retained by such other party) during the period
      from the relevant Early Termination Date to the date for payment determined
      under Section 6(d)(ii).

     

    (iv)  Pre-Estimate.
      The
      parties agree that if Market Quotation applies an amount recoverable under
      this
      Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount
      is payable for the loss of bargain and the loss of protection against future
      risks and except as otherwise provided in this Agreement neither party will
      be
      entitled to recover any additional damages as a consequence of such
      losses.

     

    7.  Transfer

     

    Subject
      to Section 6(b)(ii), neither this Agreement nor any interest or obligation
      in or
      under this Agreement may be transferred (whether by way of security or
      otherwise) by either party without the prior written consent of the other party,
      except that:—

     

    (a)  a
      party
      may make such a transfer of this Agreement pursuant to a consolidation or
      amalgamation with, or merger with or into, or transfer of all or substantially
      all its assets to, another entity (but without prejudice to any other right
      or
      remedy under this Agreement); and

     

    (b)  a
      party
      may make such a transfer of all or any part of its interest in any amount
      payable to it from a Defaulting Party under Section 6(e).

     

    Any
      purported transfer that is not in compliance with this Section will be
      void.

     

    8.  Contractual
      Currency

     

    (a)  Payment
      in the Contractual Currency.
      Each
      payment under this Agreement will be made in the relevant currency specified
      in
      this Agreement for that payment (the “Contractual Currency”). To the extent
      permitted by applicable law, any obligation to make payments under this
      Agreement in the Contractual Currency will not be discharged or satisfied by any
      tender in any currency other than the Contractual Currency, except to the extent
      such tender results in the actual receipt by the party to which payment is
      owed,
      acting in a reasonable manner and in good faith in converting the currency
      so
      tendered into the Contractual Currency, of the full amount in the Contractual
      Currency of all amounts payable in respect of this Agreement. If for any reason
      the amount in the Contractual Currency so received falls short of the amount
      in
      the Contractual Currency payable in respect of this Agreement, the party
      required to make the payment will, to the extent permitted by applicable law,
      immediately pay such additional amount in the Contractual Currency as may be
      necessary to compensate for the shortfall. If for any reason the amount in
      the
      Contractual Currency so received exceeds the amount in the Contractual Currency
      payable in respect of this Agreement, the party receiving the payment will
      refund promptly the amount of such excess.

     

    (b)  Judgments.
      To the
      extent permitted by applicable law, if any judgment or order expressed in a
      currency other than the Contractual Currency is rendered (i) for the payment
      of
      any amount owing in respect of this Agreement, (ii) for the payment of any
      amount relating to any early termination in respect of this Agreement or (iii)
      in respect of a judgment or order of another court for the payment of any amount
      described in (i) or (ii) above, the party seeking recovery, after recovery
      in
      full of the aggregate amount to which such party is entitled pursuant to the
      judgment or order, will be entitled to receive immediately from the other party
      the amount of any shortfall of the Contractual Currency received by such party
      as a consequence of sums paid in such other currency and will refund promptly
      to
      the other party any excess of the Contractual Currency received by such party
      as
      a consequence of sums paid in such other currency if such shortfall or such
      excess arises or results from any variation between the rate of exchange at
      which the Contractual Currency is converted into the currency of the judgment
      or
      order for the purposes of such judgment or order and the rate of exchange at
      which such party is able, acting in a reasonable manner and in good faith in
      converting the currency received into the Contractual Currency, to purchase
      the
      Contractual Currency with the amount of the currency of the judgment or order
      actually received by such party. The term “rate of exchange” includes, without
      limitation, any premiums and costs of exchange payable in connection with the
      purchase of or conversion into the Contractual Currency.

     

    (c)  Separate
      Indemnities.
      To the
      extent permitted by applicable law, these indemnities constitute separate and
      independent obligations from the other obligations in this Agreement, will
      be
      enforceable as separate and independent causes of action, will apply
      notwithstanding any indulgence granted by the party to which any payment is
      owed
      and will not be affected by judgment being obtained or claim or proof being
      made
      for any other sums payable in respect of this Agreement.

     

    (d)  Evidence
      of Loss.
      For the
      purpose of this Section 8, it will be sufficient for a party to demonstrate
      that
      it would have suffered a loss had an actual exchange or purchase been
      made.

     

    9.  Miscellaneous

     

    (a)  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and understanding of the parties
      with
      respect to its subject matter and supersedes all oral communication and prior
      writings with respect thereto.

     

    (b)  Amendments.
      No
      amendment, modification or waiver in respect of this Agreement will be effective
      unless in writing (including a writing evidenced by a facsimile transmission)
      and executed by each of the parties or confirmed by an exchange of telexes
      or
      electronic messages on an electronic messaging system.

     

    (c)  Survival
      of Obligations.
      Without
      prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties
      under this Agreement will survive the termination of any
      Transaction.

     

    (d)  Remedies
      Cumulative.
      Except
      as provided in this Agreement, the rights, powers, remedies and privileges
      provided in this Agreement are cumulative and not exclusive of any rights,
      powers, remedies and privileges provided by law.

     

    (e)  Counterparts
      and Confirmations.

     

    (i)  This
      Agreement (and each amendment, modification and waiver in respect of it) may
      be
      executed and delivered in counterparts (including by facsimile transmission),
      each of which will be deemed an original.

     

    (ii)  The
      parties intend that they are legally bound by the terms of each Transaction
      from
      the moment they agree to those terms (whether orally or otherwise). A
      Confirmation shall he entered into as soon as practicable and may he executed
      and delivered in counterparts (including by facsimile transmission) or be
      created by an exchange of telexes or by an exchange of electronic messages
      on an
      electronic messaging system, which in each case will be sufficient for all
      purposes to evidence a binding supplement to this Agreement. The parties will
      specify therein or through another effective means that any such counterpart,
      telex or electronic message constitutes a Confirmation.

     

    (f)  No
      Waiver of Rights.
      A
      failure or delay in exercising any right, power or privilege in respect of
      this
      Agreement will not be presumed to operate as a waiver, and a single or partial
      exercise of any right, power or privilege will not be presumed to preclude
      any
      subsequent or further exercise, of that right, power or privilege or the
      exercise of any other right, power or privilege.

     

    (g)  Headings.
      The
      headings used in this Agreement are for convenience of reference only and are
      not to affect the construction of or to be taken into consideration in
      interpreting this Agreement.

     

    10.  Offices;
      Multibranch Parties

     

    (a)  If
      Section 10(a) is specified in the Schedule as applying, each party that enters
      into a Transaction through an Office other than its head or home office
      represents to the other party that, notwithstanding the place of booking office
      or jurisdiction of incorporation or organisation of such party, the obligations
      of such party are the same as if it had entered into the Transaction through
      its
      head or home office. This representation will be deemed to be repeated by such
      party on each date on which a Transaction is entered into.

     

    (b)  Neither
      party may change the Office through which it makes and receives payments or
      deliveries for the purpose of a Transaction without the prior written consent
      of
      the other party.

     

    (c)  If
      a
      party is specified as a Multibranch Party in the Schedule, such Multibranch
      Party may make and receive payments or deliveries under any Transaction through
      any Office listed in the Schedule, and the Office through which it makes and
      receives payments or deliveries with respect to a Transaction will be specified
      in the relevant Confirmation.

     

    11.  Expenses

     

    A
      Defaulting Party will, on demand, indemnify and hold harmless the other party
      for and against all reasonable out-of-pocket expenses, including legal fees
      and
      Stamp Tax, incurred by such other party by reason of the enforcement and
      protection of its rights under this Agreement or any Credit Support Document
      to
      which the Defaulting Party is a party or by reason of the early termination
      of
      any Transaction, including, but not limited to, costs of
      collection.

     

    12.  Notices

     

    (a)  Effectiveness.
      Any
      notice or other communication in respect of this Agreement may be given in
      any
      manner set forth below (except that a notice or other communication under
      Section 5 or 6 may not be given by facsimile transmission or electronic
      messaging system) to the address or number or in accordance with the electronic
      messaging system details provided (see the Schedule) and will be deemed
      effective as indicated:—

     

    (i)  if
      in
      writing and delivered in person or by courier, on the date it is
      delivered;

     

    (ii)  if
      sent
      by telex, on the date the recipient’s answerback is received;

     

    (iii)  if
      sent
      by facsimile transmission, on the date that transmission is received by a
      responsible employee of the recipient in legible form (it being agreed that
      the
      burden of proving receipt will be on the sender and will not be met by a
      transmission report generated by the sender’s facsimile machine);

     

    (iv)  if
      sent
      by certified or registered mail (airmail, if overseas) or the equivalent (return
      receipt requested), on the date that mail is delivered or its delivery is
      attempted; or

     

    (v)  if
      sent
      by electronic messaging system, on the date that electronic message is
      received,

     

    unless
      the date of that delivery (or attempted delivery) or that receipt, as
      applicable, is not a Local Business Day or that communication is delivered
      (or
      attempted) or received, as applicable, after the close of business on a Local
      Business Day, in which case that communication shall be deemed given and
      effective on the first following day that is a Local Business Day.

     

    (b)  Change
      of Addresses.
      Either
      party may by notice to the other change the address, telex or facsimile number
      or electronic messaging system details at which notices or other communications
      are to be given to it.

     

    13.  Governing
      Law and Jurisdiction

     

    (a)  Governing
      Law.
      This
      Agreement will be governed by and construed in accordance with the law specified
      in the Schedule.

     

    (b)  Jurisdiction.
      With
      respect to any suit, action or proceedings relating to this Agreement
      (“Proceedings”), each party irrevocably:—

     

    (i)  submits
      to the jurisdiction of the English courts, if this Agreement is expressed to
      be
      governed by English law, or to the non-exclusive jurisdiction of the courts
      of
      the State of New York and the United States District Court located in the
      Borough of Manhattan in New York City, if this Agreement is expressed to be
      governed by the laws of the State of New York; and

     

    (ii)  waives
      any objection which it may have at any time to the laying of venue of any
      Proceedings brought in any such court, waives any claim that such Proceedings
      have been brought in an inconvenient forum and further waives the right to
      object, with respect to such Proceedings, that such court does not have any
      jurisdiction over such party.

     

    Nothing
      in this Agreement precludes either party from bringing Proceedings in any other
      jurisdiction (outside, if this Agreement is expressed to be governed by English
      law, the Contracting States, as defined in Section 1(3) of the Civil
      Jurisdiction and Judgments Act 1982 or any modification, extension or
      re-enactment thereof for the time being in force) nor will the bringing of
      Proceedings in any one or more jurisdictions preclude the bringing of
      Proceedings in any other jurisdiction.

     

    (c)  Service
      of Process.
      Each
      party irrevocably appoints the Process Agent (if any) specified opposite its
      name in the Schedule to receive, for it and on its behalf, service of process
      in
      any Proceedings. If for any

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    reason
      any party’s Process Agent is unable to act as such, such party will promptly
      notify the other party and within 30 days appoint a substitute process agent
      acceptable to the other party. The parties irrevocably consent to service of
      process given in the manner provided for notices in Section 12. Nothing in
      this
      Agreement will affect the right of either party to serve process in any other
      manner permitted by law.

     

    (d)  Waiver
      of Immunities.
      Each
      party irrevocably waives, to the fullest extent permitted by applicable law,
      with respect to itself and its revenues and assets (irrespective of their use
      or
      intended use), all immunity on the grounds of sovereignty or other similar
      grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way
      of
      injunction, order for specific performance or for recovery of property, (iv)
      attachment of its assets (whether before or after judgment) and (v) execution
      or
      enforcement of any judgment to which it or its revenues or assets might
      otherwise be entitled in any Proceedings in the courts of any jurisdiction
      and
      irrevocably agrees, to the extent permitted by applicable law, that it will
      not
      claim any such immunity in any Proceedings.

     

    14.  Definitions

     

    As
      used
      in this Agreement:—

     

    “Additional
      Termination Event”
      has the
      meaning specified in Section 5(b).

     

    “Affected
      Party”
      has the
      meaning specified in Section 5(b).

     

    “Affected
      Transactions”
      means
      (a) with respect to any Termination Event consisting of an Illegality, Tax
      Event
      or Tax Event Upon Merger, all Transactions affected by the occurrence of such
      Termination Event and (b) with respect to any other Termination Event, all
      Transactions.

     

    “Affiliate”
      means,
      subject to the Schedule, in relation to any person, any entity controlled,
      directly or indirectly, by the person, any entity that controls, directly or
      indirectly, the person or any entity directly or indirectly under common control
      with the person. For this purpose, “control” of any entity or person means
      ownership of a majority of the voting power of the entity or
      person.

     

    “Applicable
      Rate”
      means:—

     

    (a)  in
      respect of obligations payable or deliverable (or which would have been but
      for
      Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

     

    (b)  in
      respect of an obligation to pay an amount under Section 6(e) of either party
      from and after the date (determined in accordance with Section 6(d)(ii)) on
      which that amount is payable, the Default Rate;

     

    (c)  in
      respect of all other obligations payable or deliverable (or which would have
      been but for

     

    Section
      2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

     

    (d)  in
      all
      other cases, the Termination Rate.

     

    “Burdened
      Party”
      has the
      meaning specified in Section 5(b).

     

    “Change
      in Tax Law”
      means
      the enactment, promulgation, execution or ratification of, or any change in
      or
      amendment to, any law (or in the application or official interpretation of
      any
      law) that occurs on or after the date on which the relevant Transaction is
      entered into.

     

    “consent”
      includes
      a consent, approval, action, authorisation, exemption, notice, filing,
      registration or exchange control consent.

     

    “Credit
      Event Upon Merger”
      has the
      meaning specified in Section 5(b).

     

    “Credit
      Support Document”
      means
      any agreement or instrument that is specified as such in this Agreement.


     

    “Credit
      Support Provider”
      has the
      meaning specified in the Schedule.

     

    “Default
      Rate”
      means a
      rate per annum equal to the cost (without proof or evidence of any actual cost)
      to the relevant payee (as certified by it) if it were to fund or of funding
      the
      relevant amount plus 1% per annum.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Defaulting
      Party”
      has the
      meaning specified in Section 6(a).

     

    “Early
      Termination Date”
      means
      the date determined in accordance with Section 6(a) or 6(b)(iv).

     

    “Event
      of Default”
      has the
      meaning specified in Section 5(a) and, if applicable, in the
      Schedule.

     

    “Illegality”
      has the
      meaning specified in Section 5(b).

     

    “Indemnifiable
      Tax”
      means
      any Tax other than a Tax that would not be imposed in respect of a payment
      under
      this Agreement but for a present or former connection between the jurisdiction
      of the government or taxation authority imposing such Tax and the recipient
      of
      such payment or a person related to such recipient (including, without
      limitation, a connection arising from such recipient or related person being
      or
      having been a citizen or resident of such jurisdiction, or being or having
      been
      organised, present or engaged in a trade or business in such jurisdiction,
      or
      having or having had a permanent establishment or fixed place of business in
      such jurisdiction, but excluding a connection arising solely from such recipient
      or related person having executed, delivered, performed its obligations or
      received a payment under, or enforced, this Agreement or a Credit Support
      Document).

     

    “law”
      includes
      any treaty, law, rule or regulation (as modified, in the case of tax matters,
      by
      the practice of any relevant governmental revenue authority) and “lawful” and
“unlawful” will be construed accordingly.

     

    “Local
      Business Day”
      means,
      subject to the Schedule, a day on which commercial banks are open for business
      (including dealings in foreign exchange and foreign currency deposits) (a)
      in
      relation to any obligation under Section 2(a)(i), in the place(s) specified
      in
      the relevant Confirmation or, if not so specified, as otherwise agreed by the
      parties in writing or determined pursuant to provisions contained, or
      incorporated by reference, in this Agreement, (b) in relation to any other
      payment, in the place where the relevant account is located and, if different,
      in the principal financial centre, if any, of the currency of such payment,
      (c)
      in relation to any notice or other communication, including notice contemplated
      under Section 5(a)(i), in the city specified in the address for notice provided
      by the recipient and, in the case of a notice contemplated by Section 2(b),
      in
      the place where the relevant new account is to be located and (d) in relation
      to
      Section 5(a)(v)(2), in the relevant locations for performance with respect
      to
      such Specified Transaction.

     

    “Loss”
      means,
      with respect to this Agreement or one or more Terminated Transactions, as the
      case may be, and a party, the Termination Currency Equivalent of an amount
      that
      party reasonably determines in good faith to be its total losses and costs
      (or
      gain, in which case expressed as a negative number) in connection with this
      Agreement or that Terminated Transaction or group of Terminated Transactions,
      as
      the case may be, including any loss of bargain, cost of funding or, at the
      election of such party but without duplication, loss or cost incurred as a
      result of its terminating, liquidating, obtaining or reestablishing any hedge
      or
      related trading position (or any gain resulting from any of them). Loss includes
      losses and costs (or gains) in respect of any payment or delivery required
      to
      have been made (assuming satisfaction of each applicable condition precedent)
      on
      or before the relevant Early Termination Date and not made, except, so as to
      avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.
      Loss
      does not include a party’s legal fees and out-of-pocket expenses referred to
      under Section 11. A party will determine its Loss as of the relevant Early
      Termination Date, or, if that is not reasonably practicable, as of the earliest
      date thereafter as is reasonably practicable. A party may (but need not)
      determine its Loss by reference to quotations of relevant rates or prices from
      one or more leading dealers in the relevant markets.

     

    “Market
      Quotation”
      means,
      with respect to one or more Terminated Transactions and a party making the
      determination, an amount determined on the basis of quotations from Reference
      Market-makers. Each quotation will be for an amount, if any, that would be
      paid
      to such party (expressed as a negative number) or by such party (expressed
      as a
      positive number) in consideration of an agreement between such party (taking
      into account any existing Credit Support Document with respect to the
      obligations of such party) and the quoting Reference Market-maker to enter
      into
      a transaction (the “Replacement Transaction”) that would have the effect of
      preserving for such party the economic equivalent of any payment or delivery
      (whether the underlying obligation was absolute or contingent and assuming
      the
      satisfaction of each applicable condition precedent) by the parties under
      Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
      Transactions that would, but for the occurrence of the relevant Early
      Termination Date, have

     

    


     

    been
      required after that date. For this purpose, Unpaid Amounts in respect of the
      Terminated Transaction or group of Terminated Transactions are to be excluded
      but, without limitation, any payment or delivery that would, but for the
      relevant Early Termination Date, have been required (assuming satisfaction
      of
      each applicable condition precedent) after that Early Termination Date is to
      be
      included. The Replacement Transaction would be subject to such documentation
      as
      such party and the Reference Market-maker may, in good faith, agree. The party
      making the determination (or its agent) will request each Reference Market-maker
      to provide its quotation to the extent reasonably practicable as of the same
      day
      and time (without regard to different time zones) on or as soon as reasonably
      practicable after the relevant Early Termination Date. The day and time as
      of
      which those quotations are to be obtained will be selected in good faith by
      the
      party obliged to make a determination under Section 6(e), and, if each party
      is
      so obliged, after consultation with the other. If more than three quotations
      are
      provided, the Market Quotation will be the arithmetic mean of the quotations,
      without regard to the quotations having the highest and lowest values. If
      exactly three such quotations are provided, the Market Quotation will be the
      quotation remaining after disregarding the highest and lowest quotations. For
      this purpose, if more than one quotation has the same highest value or lowest
      value, then one of such quotations shall be disregarded. If fewer than three
      quotations are provided, it will be deemed that the Market Quotation in respect
      of such Terminated Transaction or group of Terminated Transactions cannot be
      determined.

     

    “Non-default
      Rate”
      means a
      rate per annum equal to the cost (without proof or evidence of any actual cost)
      to the Non-defaulting Party (as certified by it) if it were to fund the relevant
      amount.

     

    “Non-defaulting
      Party”
      has the
      meaning specified in Section 6(a).

     

    “Office”
      means a
      branch or office of a party, which may be such party’s head or home
      office.

     

    “Potential
      Event of Default”
      means
      any event which, with the giving of notice or the lapse of time or both, would
      constitute an Event of Default.

     

    “Reference
      Market-makers”
      means
      four leading dealers in the relevant market selected by the party determining
      a
      Market Quotation in good faith (a) from among dealers of the highest credit
      standing which satisfy all the criteria that such party applies generally at
      the
      time in deciding whether to offer or to make an extension of credit and (b)
      to
      the extent practicable, from among such dealers having an office in the same
      city.

     

    “Relevant
      Jurisdiction”
      means,
      with respect to a party, the jurisdictions (a) in which the party is
      incorporated, organised, managed and controlled or considered to have its seat,
      (b) where an Office through which the party is acting for purposes of this
      Agreement is located, (c) in which the party executes this Agreement and (d)
      in
      relation to any payment, from or through which such payment is
      made.

     

    “Scheduled
      Payment Date”
      means a
      date on which a payment or delivery is to be made under Section 2(a)(i) with
      respect to a Transaction.

     

    “Set-off”
      means
      set-off, offset, combination of accounts, right of retention or withholding
      or
      similar right or requirement to which the payer of an amount under Section
      6 is
      entitled or subject (whether arising under this Agreement, another contract,
      applicable law or otherwise) that is exercised by, or imposed on, such
      payer.

     

    “Settlement
      Amount”
      means,
      with respect to a party and any Early Termination Date, the sum
      of:—

     

    (a)  the
      Termination Currency Equivalent of the Market Quotations (whether positive
      or
      negative) for each Terminated Transaction or group of Terminated Transactions
      for which a Market Quotation is determined; and

     

    (b)  such
      party’s Loss (whether positive or negative and without reference to any Unpaid
      Amounts) for each Terminated Transaction or group of Terminated Transactions
      for
      which a Market Quotation cannot be determined or would not (in the reasonable
      belief of the party making the determination) produce a commercially reasonable
      result.

     

    “Specified
      Entity”
      has the
      meanings specified in the Schedule.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Specified
      Indebtedness”
      means,
      subject to the Schedule, any obligation (whether present or future, contingent
      or otherwise, as principal or surety or otherwise) in respect of borrowed
      money.

     

    “Specified
      Transaction”
      means,
      subject to the Schedule, (a) any transaction (including an agreement with
      respect thereto) now existing or hereafter entered into between one party to
      this Agreement (or any Credit Support Provider of such party or any applicable
      Specified Entity of such party) and the other party to this Agreement (or any
      Credit Support Provider of such other party or any applicable Specified Entity
      of such other party) which is a rate swap transaction, basis swap, forward
      rate
      transaction, commodity swap, commodity option, equity or equity index swap,
      equity or equity index option, bond option, interest rate option, foreign
      exchange transaction, cap transaction, floor transaction, collar transaction,
      currency swap transaction, cross-currency rate swap transaction, currency option
      or any other similar transaction (including any option with respect to any
      of
      these transactions), (b) any combination of these transactions and (c) any
      other
      transaction identified as a Specified Transaction in this Agreement or the
      relevant confirmation.

     

    “Stamp
      Tax”
      means
      any stamp, registration, documentation or similar tax.

     

    “Tax”
      means
      any present or future tax, levy, impost, duty, charge, assessment or fee of
      any
      nature (including interest, penalties and additions thereto) that is imposed
      by
      any government or other taxing authority in respect of any payment under this
      Agreement other than a stamp, registration, documentation or similar
      tax.

     

    “Tax
      Event”
      has the
      meaning specified in Section 5(b).

     

    “Tax
      Event Upon Merger”
      has the
      meaning specified in Section 5(b).

     

    “Terminated
      Transactions”
      means
      with respect to any Early Termination Date (a) if resulting from a Termination
      Event, all Affected Transactions and (b) if resulting from an Event of Default,
      all Transactions (in either case) in effect immediately before the effectiveness
      of the notice designating that Early Termination Date (or, if “Automatic Early
      Termination” applies, immediately before that Early Termination
      Date).

     

    “Termination
      Currency”
      has the
      meaning specified in the Schedule.

     

    “Termination
      Currency Equivalent”
      means,
      in respect of any amount denominated in the Termination Currency, such
      Termination Currency amount and, in respect of any amount denominated in a
      currency other than the Termination Currency (the “Other Currency”), the amount
      in the Termination Currency determined by the party making the relevant
      determination as being required to purchase such amount of such Other Currency
      as at the relevant Early Termination Date, or, if the relevant Market Quotation
      or Loss (as the case may be), is determined as of a later date, that later
      date,
      with the Termination Currency at the rate equal to the spot exchange rate of
      the
      foreign exchange agent (selected as provided below) for the purchase of such
      Other Currency with the Termination Currency at or about 11:00 a.m. (in the
      city
      in which such foreign exchange agent is located) on such date as would be
      customary for the determination of such a rate for the purchase of such Other
      Currency for value on the relevant Early Termination Date or that later date.
      The foreign exchange agent will, if only one party is obliged to make a
      determination under Section 6(e), be selected in good faith by that party and
      otherwise will be agreed by the parties.

     

    “Termination
      Event”
      means an
      Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be
      applicable, a Credit Event Upon Merger or an Additional Termination
      Event.

     

    “Termination
      Rate”
      means a
      rate per annum equal to the arithmetic mean of the cost (without proof or
      evidence of any actual cost) to each party (as certified by such party) if
      it
      were to fund or of funding such amounts.

     

    “Unpaid
      Amounts”
      owing to
      any party means, with respect to an Early Termination Date, the aggregate of
      (a)
      in respect of all Terminated Transactions, the amounts that became payable
      (or
      that would have become payable but for Section 2(a)(iii)) to such party under
      Section 2(a)(i) on or prior to such Early Termination Date and which remain
      unpaid as at such Early Termination Date and (b) in respect of each Terminated
      Transaction, for each obligation under Section 2(a)(i) which was (or would
      have
      been but for Section 2(a)(iii)) required to be settled by delivery to such
      party
      on or prior to such Early Termination Date and which has not been so settled
      as
      at such Early Termination Date, an amount equal to the fair market

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    value
      of
      that which was (or would have been) required to be delivered as of the
      originally scheduled date for
      delivery, in each case together with (to the extent permitted under applicable
      law) interest, in the currency, of
      such
      amounts, from (and including) the date such amounts or obligations were or
      would
      have been required  to
      have
      been paid or performed to (but excluding) such Early Termination Date, at the
      Applicable Rate. Such amounts
      of interest will be calculated on the basis of daily compounding and the actual
      number of days elapsed.
      The fair market value of any obligation referred to in clause (b) above shall
      be
      reasonably determined
      by the party obliged to make the determination under Section 6(e) or, if each
      party is so obliged, it
      shall
      be the average of the Termination Currency Equivalents of the fair market values
      reasonably determined
      by both parties.

     

    IN
      WITNESS WHEREOF the parties have executed this document on the respective dates
      specified below with
      effect from the date specified on the first page of this document.

    


     

    
      	
              CREDIT
                SUISSE INTERNATIONAL

            	
              U.S.
                BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS INDENTURE
                TRUSTEE ON BEHALF OF THE HOME EQUITY MORTGAGE TRUST 2006-2, ASSET-BACKED
                NOTES, SERIES 2006-2

            
	
              ("Party
                A")

            	
              ("Party
                B")

               

            
	
              By:
                _______________________________

              Name:

              Title:

            	 
	
               

               

              By:
                _______________________________

              Name:

              Title:

            	
               

               

              By:
                _______________________________

              Name:

              Title:

            


    

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      K

     

    FORM
      10-D, FORM 8-K AND FORM 10-K REPORTING RESPONSIBILITY

     

    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Indenture Trustee
      pursuant to Section 6.16(a)(i), (ii) and (iii). If the Indenture Trustee is
      indicated below as to any item, then the Indenture Trustee is primarily
      responsible for obtaining that information. 

     

    Under
      Item 1 of Form 10-D: a) items marked “3.25 statement” are required to be
      included in the monthly statement under Section 3.25, provided by the Indenture
      Trustee based on information received from the Servicers to the extent required
      of the Servicers under the Servicing Agreement; and b) items marked “Form 10-D
      report” are required to be in the Form 10-D report but not the 3.25 statement,
      provided by the party indicated. Information under all other Items of Form
      10-D
      is to be included in the Form 10-D report. Items indicated as “N/A” are not
      applicable to the transaction.

     

    For
      purposes of this Exhibit, “Servicer” includes the Special Servicer.

     

    
      	
              Form

            	
              Item

            	
              Description

            	
              Responsible
                Party

            
	
              10-D

            
	
              1

            	
              Distribution
                and Pool Performance Information

            	 
	
              Item
                1121(a) - Distribution and Pool Performance
                Information

            	 
	
              (1)
                Any applicable record dates, accrual dates, determination dates for
                calculating distributions and actual distribution dates for the
                distribution period.

            	
              3.25
                statement

            
	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

            	
              3.25
                statement

            
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

            	
              3.25
                statement

            
	
              (i)
                Fees or expenses accrued and paid, with an identification of the
                general
                purpose of such fees and the party receiving such fees or
                expenses.

            	
              3.25
                statement

            
	
              (ii)
                Payments accrued or paid with respect to enhancement or other support
                identified in Item 1114 of Regulation AB (such as insurance premiums
                or
                other enhancement maintenance fees), with an identification of the
                general
                purpose of such payments and the party receiving such
                payments.

            	
              3.25
                statement

            
	
              (iii)
                Principal, interest and other distributions accrued and paid on the
                asset-backed securities by type and by class or series and any principal
                or interest shortfalls or carryovers.

            	
              3.25
                statement

            
	
              (iv)
                The amount of excess cash flow or excess spread and the disposition
                of
                excess cash flow.

            	
              3.25
                statement

            
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

            	
              3.25
                statement

            
	
              (5)
                Interest rates applicable to the pool assets and the asset-backed
                securities, as applicable. Consider providing interest rate information
                for pool assets in appropriate distributional groups or incremental
                ranges.

            	
              3.25
                statement

            
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

            	
              3.25
                statement

            
	
              (7)
                Any amounts drawn on any credit enhancement or other support identified
                in
                Item 1114 of Regulation AB, as applicable, and the amount of coverage
                remaining under any such enhancement, if known and
                applicable.

            	
              3.25
                statement

            
	
              (8)
                Number and amount of pool assets at the beginning and ending of each
                period, and updated pool composition information, such as weighted
                average
                coupon, weighted average life, weighted average remaining term, pool
                factors and prepayment amounts.

            	
              3.25
                statement

               

              Updated
                pool composition information fields to be as reasonably requested
                by
                Depositor in writing to each Servicer and the Indenture Trustee at
                least
                30 days prior to the related Servicer Data Remittance Date from time
                to
                time

            
	
              (9)
                Delinquency and loss information for the period. 

               

              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool
                assets.

            	
              3.25
                statement.

               

               

              Form
                10-D report: Servicer/Depositor

            
	
              (10)
                Information on the amount, terms and general purpose of any advances
                made
                or reimbursed during the period, including the general use of funds
                advanced and the general source of funds for
                reimbursements.

            	
              3.25
                statement

            
	
              (11)
                Any material modifications, extensions or waivers to pool asset terms,
                fees, penalties or payments during the distribution period or that
                have
                cumulatively become material over time.

            	
              Form
                10-D report: Depositor

            
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              Form
                10-D report: Seller (subject to Depositor approval)

            
	
              (13)
                Information on ratio, coverage or other tests used for determining
                any
                early amortization, liquidation or other performance trigger and
                whether
                the trigger was met.

            	
              3.25
                statement

            
	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool, 

               

              [information
                regarding] any pool asset changes (other than in connection with
                a pool
                asset converting into cash in accordance with its terms), such as
                additions or removals in connection with a prefunding or revolving
                period
                and pool asset substitutions and repurchases (and purchase rates,
                if
                applicable), and cash flows available for future purchases, such
                as the
                balances of any prefunding or revolving accounts, if
                applicable.

               

              Disclose
                any material changes in the solicitation, credit-granting, underwriting,
                origination, acquisition or pool selection criteria or procedures,
                as
                applicable, used to originate, acquire or select the new pool
                assets.

            	
              Form
                10-D report: Depositor

               

               

              Form
                10-D report: Seller (subject to Depositor approval)

               

               

               

               

               

               

               

               

               

              Form
                10-D report: Seller (subject to Depositor approval)

            
	
              Item
                1121(b) - Pre-Funding or Revolving Period Information

               

              Updated
                pool information as required under Item 1121(b).

            	
              Seller
                (subject to Depositor approval)

            
	
              2

            	
              Legal
                Proceedings

            
	
              Item
                1117 - Legal proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

               

              Sponsor
                (Seller)

               

              Depositor

               

              Indenture
                Trustee

               

              Issuing
                entity

               

              Servicer
                or any Subservicer to which Servicer delegates servicing function
                to that
                is servicing 20% or more of pool assets at time of report

               

              Originator
                of 20% or more of pool assets as of the Cut-off Date

               

              Custodian

            	
               

               

               

               

               

               

               

              Seller

               

              Depositor

               

              Indenture
                Trustee

               

              Depositor

               

              Servicer

               

               

               

               

              Depositor

               

               

              Custodian

            
	
              3

            	
              Sales
                of Securities and Use of Proceeds

            
	
              Information
                from Item 2(a) of Part II of Form 10-Q:

               

              With
                respect to any sale of securities by the sponsor, depositor or issuing
                entity, that are backed by the same asset pool or are otherwise issued
                by
                the issuing entity, whether or not registered, provide the sales
                and use
                of proceeds information in Item 701 of Regulation S-K. Pricing information
                can be omitted if securities were not registered.

            	
              Depositor

            
	
              4

            	
              Defaults
                Upon Senior Securities

            	 
	
              Information
                from Item 3 of Part II of Form 10-Q:

               

              Report
                the occurrence of any Event of Default of which the Indenture Trustee
                has
                received written notice or has actual knowledge (after expiration
                of any
                grace period and provision of any required notice)

            	
              Indenture
                Trustee

            
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

            	 
	
              Information
                from Item 4 of Part II of Form 10-Q

            	
              Indenture
                Trustee

            
	
              6

            	
              Significant
                Obligors of Pool Assets

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              N/A

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

            	 
	
              7

            	
              Significant
                Enhancement Provider Information

            	 
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

               

              Determining
                applicable disclosure threshold

               

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

               

              Depositor

               

               

               

              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information*

               

              Determining
                current maximum probable exposure

               

              Determining
                current significance percentage

               

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

               

              Depositor

               

               

              Depositor

               

               

               

              Depositor

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 
	
              8

            	
              Other
                Information

            	 
	
              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                below

            
	
              9

            	
              Exhibits

            
	
              Distribution
                report

            	
              Indenture
                Trustee

            
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	
              Depositor

            
	
              8-K

            
	
              1.01

            	
              Entry
                into a Material Definitive Agreement

            	 
	
              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a party.
                

               

              Examples:
                servicing agreement, custodial agreement.

               

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              Any
                of the following that is entering into a material definitive agreement:
                Servicer, Indenture Trustee, Seller, Depositor

            
	
              1.02

            	
              Termination
                of a Material Definitive Agreement

            	 
	
              Disclosure
                is required regarding termination of any definitive agreement that
                is
                material to the securitization (other than expiration in accordance
                with
                its terms), even if depositor is not a party. 

               

              Examples:
                servicing agreement, custodial agreement.

            	
              Any
                of the following that is requesting termination of a material definitive
                agreement: Servicer, Indenture Trustee, Seller,
                Depositor

            
	
              1.03

            	
              Bankruptcy
                or Receivership

            	 
	
              Disclosure
                is required regarding the bankruptcy or receivership, if known to
                the
                Depositor, with respect to any of the following: 

               

              Sponsor
                (Seller), Depositor, Master Servicer, affiliated Servicer, other
                Servicer
                servicing 20% or more of pool assets at time of report, other material
                servicers, Indenture Trustee, significant obligor, credit enhancer
                (10% or
                more), derivatives counterparty, Custodian

            	
              Any
                of the following that is in bankruptcy or receivership: Servicer,
                Indenture Trustee, Seller, Depositor, Custodian

            
	
              2.04

            	
              Triggering
                Events that Accelerate or Increase a Direct Financial Obligation
                or an
                Obligation under an Off-Balance Sheet Arrangement

            	 
	
              Includes
                an early amortization, performance trigger or other event, including
                event
                of default, that would materially alter the payment priority/distribution
                of cash flows/amortization schedule.

               

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the 3.25 statement

            	
              Indenture
                Trustee

            
	
              3.03

            	
              Material
                Modification to Rights of Security Holders

            	 
	
              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement

            	
              Indenture
                Trustee (or Depositor, if the Indenture Trustee is not a party to
                such
                agreement or required to provide prior written consent to such
                amendment)

            
	
              5.03

            	
              Amendments
                to Articles of Incorporation or Bylaws; Change in Fiscal
                Year

            	 
	
              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”

            	
              Depositor

            
	
              5.06

            	
              Change
                in Shell Company Status

            	 
	
              [Not
                applicable to ABS issuers]

            	
              N/A

            
	
              6.01

            	
              ABS
                Informational and Computational Material

            	
              Depositor

            
	
              [Not
                included in reports to be filed under Section 8.12]

            
	
              6.02

            	
              Change
                of Servicer or Indenture Trustee

            
	
              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers, certificate
                administrator or Indenture Trustee. Reg AB disclosure about any new
                servicer or Indenture Trustee is also required.

            	
              Indenture
                Trustee 

            
	
              6.03

            	
              Change
                in Credit Enhancement or Other External Support

            	 
	
              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided. Applies to external credit enhancements as well as derivatives.
                Reg AB disclosure about any new enhancement provider is also
                required.

            	
              Indenture
                Trustee

            
	
              6.04

            	
              Failure
                to Make a Required Distribution

            	
              Indenture
                Trustee

            
	
              6.05

            	
              Securities
                Act Updating Disclosure

            	 
	
              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the final prospectus,
                provide updated Reg AB disclosure about the actual asset
                pool.

            	
              Depositor

            
	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

            	
              Depositor

            
	
              7.01

            	
              Regulation
                FD Disclosure

            	
              Depositor

            
	
              8.01

            	
              Other
                Events

            	 
	
              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to security
                holders.

            	
              Depositor

            
	
              9.01

            	
              Financial
                Statements and Exhibits

            	
              The
                Responsible Party applicable to reportable event

            
	
              10-K

            
	
              9B

            	
              Other
                Information

            	 
	
              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                above

            
	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information

            	
              N/A

            
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information

               

              Determining
                applicable disclosure threshold

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

               

              Depositor

               

               

              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information

               

              Determining
                current maximum probable exposure

               

              Determining
                current significance percentage

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

               

              Depositor

               

               

              Depositor

               

               

              Depositor

            
	
              Item
                1117 - Legal proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

               

              Sponsor
                (Seller)

               

              Depositor

               

              Indenture
                Trustee

               

              Issuing
                entity

               

              Servicer
                or any other Subservicer to which Servicer delegates servicing function
                to
                that is servicing 20% or more of pool assets at time of
                report

               

              Originator
                of 20% or more of pool assets as of the Cut-off Date

               

              Custodian

            	
               

               

               

               

               

               

               

              Seller

               

              Depositor

               

              Indenture
                Trustee

               

              Depositor

               

              Servicer

               

               

               

               

              Depositor

               

               

              Custodian

            
	
              Item
                1119 - Affiliations and relationships between the following entities,
                or
                their respective affiliates, that are material to
                Certificateholders:

               

              Sponsor
                (Seller)

               

              Depositor

               

              Indenture
                Trustee

               

              Servicer
                or any other Subservicer to which Servicer delegates servicing function
                to
                that is servicing 20% or more of pool assets at time of
                report

               

              Originator

               

              Custodian

               

              Counterparty

            	
               

               

               

               

               

              Seller

               

              Depositor

               

              Indenture
                Trustee

               

              Servicer

               

               

               

               

              Depositor

               

              Custodian

               

              Depositor

            
	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              Indenture
                Trustee, Servicer, Custodian

            
	
              Item
                1123 - Servicer Compliance Statement

            	
              Servicer

            


    

    


    


    


     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      L

     

    


     

    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

    Key:

    X
      -
      obligation

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Servicer
                and Special Servicer

            	
              Custodian

            	
              IndentureTrustee

            
	 	
              General
                Servicing Considerations

            	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

              (Ocwen
                only)

            	 	
              X

            
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.


            	
              X

            	 	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the Pool Assets are maintained. 

            	
              N/A

            	 	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements. 

            	
              X

            	 	 
	 	
              Cash
                Collection and Administration

            	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	
              X

            	 	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	
              X

            	 	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements. 

            	
              N/A

            	 	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                

            	
              X

            	 	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              X

            	 	 
	
              1122(d)(2)(vii)
                

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	 	 
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the Servicer.
                

            	 	 	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	 	 	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.
                

            	
              X

            	 	 
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	
              X

            	 	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	
              X

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	
              X

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

            	
              X

            	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xiv)
                

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. 

            	
              N/A

            	 	
              X

            


    

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      M

     

    FORM
      OF
      POLICY

     

    
      	 	 
	
              Issuing
                Entity: Home Equity Mortgage Trust 2006-2

            	
              Policy
                Number: 06030043

              Control
                Number: 0010001

            


    

     

    Insured
      Obligations:

    $[
      ]
      in aggregate class principal balance of Home Equity Mortgage Trust 2006-2,
      Asset-Backed Notes, Series 2006-2 Class 2A-1 Notes and $[ ] in aggregate maximum
      class principal balance of Home Equity Mortgage Trust 2006-2, Asset-Backed
      Certificates, Series 2006-2, Class G Certificates (the “Insured
      Securities”)

     

    Indenture
      Trustee: U.S. Bank National Association

     

    Financial
      Guaranty Insurance Company (“Financial Guaranty”), a New York stock insurance
      company, in consideration of the right of Financial Guaranty to receive monthly
      premiums pursuant to the Indenture (as defined below) and the Insurance
      Agreement referred to therein, and subject to the terms of this Financial
      Guaranty Insurance Policy (this “Policy”), hereby unconditionally and
      irrevocably agrees to pay each Insured Amount, to the extent set forth in the
      Indenture, to the Indenture Trustee named above or its successor, not in its
      individual capacity, but solely as indenture trustee for Insured
      Securityholders, except as otherwise provided herein with respect to Preference
      Amounts. Capitalized terms used and not otherwise defined herein shall have
      the
      meanings assigned to such terms in the [Indenture] as in effect and executed
      on
      the date hereof without giving effect to any subsequent amendments or
      modifications thereto unless such amendments or modifications have been approved
      in writing by Financial Guaranty. 

     

    The
      following terms used herein shall have the meanings assigned to them
      below:

     

    


     

      The
      term
“Deficiency Amount” means, with respect to any Payment Date and each of the
      Insured Securities, an amount, if any, equal to the sum of:

     

    (i) the
      excess of (x) Current Interest for the related class of Insured Securities
      on
      such Payment Date, over (y) the Interest Remittance Amount from the Group 2
      Mortgage Loans on such Payment Date allocated to pay Current Interest on the
      related class of Insured Securities on such Payment Date as provided in Section
      [ ] of the Indenture; 

     

    (ii)
       on
      any
      Payment Date prior to the Final Scheduled Payment Date, the excess, if any,
      of
      the Aggregate Collateral Balance of the Group 2 Loans for such Payment Date
      over
      the aggregate Class Principal Balance of the Insured Securities (after giving
      effect to any principal payments other than the amounts paid in respect of
      the
      Policy on such Payment Date); and 

     

    (iii)
       the
      Class
      Principal Balance of each class of Insured Securities to the extent unpaid
      on
      the Final Scheduled Payment Date or earlier termination of the Issuing Entity
      pursuant to the terms of the Indenture, in each case after giving effect to
      payments made on such date from all sources other than this Policy.

     

    The
      term
“Final Scheduled Payment Date” with respect to the Insured Securities means the
      Payment Date occurring in [ ].

     

    The
      term
“Insured Amount” means, with respect to the Insured Securities (1) any
      Deficiency Amount and (2) any Preference Amount.

     

    The
      term
“Insured Securityholder” means, as to a particular Insured Security, the Person,
      other than the Depositor, any Servicer, the Indenture Trustee, the Owner
      Trustee, the Sponsor or any subservicers retained by a Servicer who, on the
      applicable Payment Date, is entitled under the terms of the Insured Securities
      to a distribution on the related class of Insured Securities.

     

    Financial
      Guaranty will pay a Deficiency Amount with respect to any class of Insured
      Securities by 12:00 noon (New York City time) in immediately available funds
      to
      the Indenture Trustee on the later of (i) the second Business Day following
      the
      Business Day on which Financial Guaranty shall have received Notice that a
      Deficiency Amount is due in respect of the Insured Securities, and (ii) the
      Payment Date on which the related Deficiency Amount is payable to the related
      Insured Securityholders pursuant to the Indenture, for payment to the related
      Insured Securityholders in the same manner as other payments with respect to
      the
      Insured Securities are required to be made. Any Notice received by Financial
      Guaranty after 12:00 noon New York City time on a given Business Day or on
      any
      day that is not a Business Day shall be deemed to have been received by
      Financial Guaranty on the next succeeding Business Day.

     

    Upon
      payment of an Insured Amount hereunder, Financial Guaranty shall be fully
      subrogated to the rights of the related Insured Securityholders to receive
      the
      amount so paid. Financial Guaranty’s obligations with respect to the Insured
      Securities hereunder with respect to each Payment Date shall be discharged
      to
      the extent funds consisting of the related Deficiency Amount are received by
      the
      Indenture Trustee as trustee for the Insured Securityholders for payment to
      such
      Insured Securityholders, as provided in the Indenture and herein, whether or
      not
      such funds are properly applied by the Indenture Trustee.

     

    If
      any
      portion or all of any amount that is insured hereunder that was previously
      distributed to a Insured Securityholder is recoverable and sought to be
      recovered from such Insured Securityholder as a voidable preference by a trustee
      in bankruptcy pursuant to the U.S. Bankruptcy Code, pursuant to a final
      non-appealable order of a court exercising proper jurisdiction in an insolvency
      proceeding (a “Final Order”) (such recovered amount, a “Preference Amount”),
      Financial Guaranty will pay on the guarantee described in the first paragraph
      hereof, an amount equal to each such Preference Amount by 12:00 noon on the
      second Business Day following receipt by Financial Guaranty of (w) a certified
      copy of the Final Order, (x) an opinion of counsel satisfactory to Financial
      Guaranty that such order is final and not subject to appeal, (y) an assignment,
      in form reasonably satisfactory to Financial Guaranty, irrevocably assigning
      to
      Financial Guaranty all rights and claims of the Indenture Trustee and/or such
      Insured Securityholder relating to or arising under such Preference Amount
      and
      constituting an appropriate instrument , in form satisfactory to the insurer,
      and appointing Financial Guaranty as the agent of the Indenture Trustee and/or
      such Insured Securityholder in respect of such Preference Amount, including
      without limitation in any legal proceeding relating to the Preference Amount
      and
      (z) a Notice appropriately completed and executed by the Indenture Trustee
      or
      such Insured Securityholder, as the case may be. Such payment shall be made
      to
      the receiver, conservator, debtor-in-possession or trustee in bankruptcy named
      in the Final Order and not to the Indenture Trustee or Insured Securityholder
      directly (unless the Insured Securityholder has previously paid such amount
      to
      such receiver, conservator, debtor-in-possession or trustee named in such Final
      Order in which case payment shall be made to the Indenture Trustee for payment
      to the Insured Securityholder upon delivery of proof of such payment reasonably
      satisfactory to Financial Guaranty). Notwithstanding the foregoing, in no event
      shall Financial Guaranty be (i) required to make any payment under this Policy
      in respect of any Preference Amount to the extent such Preference Amount is
      comprised of amounts previously paid by Financial Guaranty hereunder, or (ii)
      obligated to make any payment in respect of any Preference Amount, which payment
      represents a payment of the principal amount of any Insured Securities, prior
      to
      the time Financial Guaranty otherwise would have been required to make a payment
      in respect of such principal, in which case Financial Guaranty shall pay the
      balance of the Preference Amount when such amount otherwise would have been
      required.

     

    Any
      of
      the documents required under clauses (w) through (z) of the preceding paragraph
      that are received by Financial Guaranty after 12:00 noon New York City time
      on a
      given Business Day or on any day that is not a Business Day shall be deemed
      to
      have been received by Financial Guaranty on the next succeeding Business Day.
      If
      any notice received by Financial Guaranty is not in proper form or is otherwise
      insufficient for the purpose of making a claim under this Policy, it will be
      deemed not to have been received by Financial Guaranty, and Financial Guaranty
      will promptly so advise the Indenture Trustee, and the Indenture Trustee may
      submit an amended Notice. All payments made by Financial Guaranty hereunder
      in
      respect of Preference Amounts will be made with Financial Guaranty’s own
      funds.

     

    This
      Policy is non-cancelable for any reason, including nonpayment of any premium.
      The premium on this Policy is not refundable for any reason, including the
      payment of any Insured Securities prior to the maturity of the Insured
      Securities. This Policy shall expire and terminate without any action on the
      part of Financial Guaranty or any other Person on the date that is the later
      of
      (i) the date that is one year and one day following the date on which the
      Insured Securities shall have been paid in full and (ii) if any insolvency
      proceeding referenced in the second preceding paragraph with respect to which
      the Depositor is the debtor has been commenced on or prior to the date specified
      in clause (i) above, the 30th day after the entry of a final, non-appealable
      order in resolution or settlement of such proceeding.

     

    A
      monthly
      premium shall be due and payable in arrears as provided in the Indenture and
      the
      Insurance Agreement.

     

    This
      Policy does not cover Interest Shortfalls or Basis Risk Shortfalls on the
      Insured Securities, nor does it guarantee to the Insured Securityholders any
      particular rate of principal payment. In addition, this Policy does not cover
      shortfalls, if any, attributable to the liability of the Depositor, the Issuing
      Entity, any REMIC, the Indenture Trustee or the Insured Securityholder for
      withholding taxes or REMIC liabilities, if any (including interest and penalties
      in respect of any liability for withholding taxes). This Policy does not cover
      the failure of the Indenture Trustee to make any distribution required under
      the
      Indenture to any Insured Securityholders. The Policy does not guaranty the
      payment of any Excluded amount or any interest accrued thereon.

     

    To
      the
      fullest extent permitted by applicable law, Financial Guaranty hereby waives,
      solely for the benefit of the Insured Securityholders all defenses of any kind
      (including, without limitation, the defense of fraud in inducement or fact,
      any
      defense based on any duty claimed to arise from the doctrine of “utmost good
      faith” or any similar or related doctrine or any other circumstances that would
      have the effect of discharging a surety, guarantor or any other person in law
      or
      in equity) that Financial Guaranty otherwise might have asserted as a defense
      to
      its obligation to pay in full any amounts that have become due and payable
      in
      accordance with the terms and conditions of this Policy. Nothing in this
      paragraph, however, shall be deemed to constitute a waiver of any rights,
      remedies, claims or counterclaims that Financial Guaranty may have with respect
      to the Issuing Entity or the Sponsor, or any of their affiliates, whether
      acquired by subrogation, assignment or otherwise.

     

    This
      Policy is subject to and shall be governed by the laws of the State of New
      York,
      without giving effect to the conflicts of laws principles thereof. The proper
      venue for any action or proceeding on this Policy shall be the County of New
      York, State of New York. 

     

    THE
      INSURANCE PROVIDED BY THIS POLICY IS NOT COVERED BY THE NEW YORK
      PROPERTY/CASUALTY INSURANCE SECURITY FUND (NEW YORK INSURANCE CODE, ARTICLE
      76).

     

    “Notice”
means
      a
      written notice in the form of Exhibit A
      to this
      Policy by registered or certified mail or telephonic or telegraphic notice,
      subsequently confirmed by written notice delivered via telecopy, telex or hand
      delivery from the Indenture Trustee to Financial Guaranty specifying the
      information set forth therein. “Indenture” means the [Indenture] relating to the
      Insured Securities dated as of among Home Equity Mortgage Trust 2006-2 and
      the
      Indenture Trustee. The “Insurance Agreement” means the Insurance and Indemnity
      Agreement, dated as of April 28, 2006, among DLJ Mortgage Capital, Inc., as
      Sponsor and Seller, Financial Guaranty, Asset Backed Securities Corporation,
      the
      Issuing Entity, PNC Bank, N.A., as Servicer and U.S. Bank National Association,
      as Indenture Trustee.

     

    In
      the
      event that payments under any Insured Security are accelerated, nothing herein
      contained shall obligate Financial Guaranty to make any payment of principal
      or
      interest on such Insured Security on an accelerated basis, unless such
      acceleration of payment by Financial Guaranty is at the sole option of Financial
      Guaranty; it being understood that a payment shortfall in respect of the
      redemption of any Insured Security by reason of the repurchase of the assets
      of
      the Trust Estate pursuant to Section [ ] of the Indenture does not constitute
      acceleration for the purposes hereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, Financial Guaranty has caused this Policy to be affixed with
      its corporate seal and to be signed by its duly authorized officer in facsimile
      to become effective and binding upon Financial Guaranty by virtue of the
      countersignature of its duly authorized representative.

    


    
      	
              President 

            	
              Authorized
                Representative 

            


    

     

    Effective
      Date: April 28, 2006

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      A

    


     

    NOTICE
      OF
      NONPAYMENT

    AND
      DEMAND FOR PAYMENT OF INSURED AMOUNTS

     

    To: Financial
      Guaranty Insurance Company

          
      125 Park Avenue

          
      New York, New York 10017

          
      (212) 312-3000

          Attention:
      Structured Finance Surveillance


     

    Telephone:
      (212) 312-3000

    Telecopier:
      (212) 312-3220

     

    


    
      	
              Re:

            	
              $[
                ] in aggregate certificate principal balance of Home Equity Mortgage
                Trust
                2006-2, Class 2A-1 Certificates and $[ ] in aggregate maximum certificate
                principal balance of Home Equity Mortgage Trust 2006-2, Home Equity
                Mortgage Pass-Through Certificates, Series 2006-2, Class G Certificates
                (the “Insured Securities”)

            


    

     

    Policy
      No. 06030043
      (the
“Policy”)

     

    Payment
      Date: ___________________________

     

    We
      refer
      to that certain [Indenture], dated as of April 1, 2006, among Home
      Equity Mortgage Trust 2006-2 as Issuing Entity and
      U.S.
      Bank National Association, as Indenture Trustee (the “Pooling and Servicing
      Agreement”), relating to the above referenced Insured Securities. All
      capitalized terms not otherwise defined herein or in the Policy shall have
      the
      same respective meanings assigned to such terms in the Indenture.

     

    ARTICLE
      XIII     
THE
      INDENTURE TRUSTEE HAS DETERMINED UNDER THE INDENTURE THAT IN RESPECT OF SUCH
      PAYMENT DATE:

     

    
      	Section
              13.01  	
              the
                excess of (x) Current Interest for the related class of Insured Securities
                on such Payment Date, over (y) the Interest Remittance Amount from
                the
                Group 2 Mortgage Loans on such Payment Date allocated to pay Current
                Interest on the related class of Insured Securities on such Payment
                Date
                as provided in Section [ ] of the Indenture is $[__];
                

            


    

     

    
      	Section
              13.02  	
              on
                any Payment Date prior to the Final Scheduled Payment Date, the excess,
                if
                any, of the Aggregate Collateral Balance of the Group 2 Loans for
                such
                Payment Date over the aggregate Class Principal Balance of the Insured
                Securities (after giving effect to any principal payments other than
                the
                amounts paid in respect of the Policy on such Payment Date) is $[__];
                and
                

            


    

     

    
      	Section
              13.03  	
              the
                Class Principal Balance of each class of Insured Securities to the
                extent
                unpaid on the Final Scheduled Payment Date or earlier termination
                of the
                Issuing Entity pursuant to the terms of the Indenture, in each case
                after
                giving effect to payments made on such date from all sources other
                than
                this Policy is $[__].

            


    

     

    (b) The
      amounts available to pay the items identified in items (1) through (3) above,
      as
      reduced by any portion thereof that has been deposited in the [Master Servicer
      Collection Account] or the [Distribution Account] but may not be withdrawn
      therefrom pursuant to an order of a United States bankruptcy court of competent
      jurisdiction imposing a stay pursuant to Section 362 of the United States
      Bankruptcy Code), is $[_______].

     

    Please
      be
      advised that accordingly, a Deficiency Amount is due for the Payment Date
      identified above for the Insured Securities in the amount of $__________. This
      Deficiency Amount constitutes an Insured Amount payable by Financial Guaranty
      under the Policy.

     

    [In
      addition, attached hereto is a copy of the Final Order in connection with a
      Preference Amount in the amount set forth therein, together with an assignment
      of rights and appointment of agent and other documents required by the Policy
      in
      respect of Preference Amounts. The amount of the Preference Amount is
      $______________. This Preference Amount constitutes an Insured Amount payable
      by
      Financial Guaranty under the Policy.]

     

    Accordingly,
      pursuant to the Pooling and Servicing Agreement, this statement constitutes
      a
      notice for payment of an Insured Amount by Financial Guaranty in the amount
      of
      $_______________ under the Policy.

     

    (c) No
      payment claimed hereunder is in excess of the amount payable under the
      Policy.

     

    The
      amount requested in this Notice should be paid to: [Payment
      Instructions]

     

    Any
      person who knowingly and with intent to defraud any insurance company or other
      person files an application for insurance or statement of claim containing
      any
      materially false information or conceals for the purpose of misleading,
      information concerning any fact material thereto, commits a fraudulent insurance
      act, which is a crime, and shall also be subject to a civil penalty not to
      exceed Five Thousand Dollars ($5,000.00) and the stated value of the claim
      for
      each such violation.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the Indenture Trustee has executed and delivered this Notice
      of
      Nonpayment and Demand for Payment of Insured Amounts this _____ day of
      ______________.

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, as INDENTURE TRUSTEE

     

    By:
      ___________________________________


     

    Title:
      __________________________________

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      N

     

    STATEMENT
      TO NOTEHOLDERS AND CERTIFICATEHOLDERS

     

    (a)  with
      respect to each Class of Notes or Certificates which are not Notional Amount
      Certificates and, unless otherwise stated, the related Payment
      Date,

     

    (i)  the
      initial Class Principal Balance of such Class as of the Closing
      Date;

     

    (ii)  the
      Class
      Principal Balance of such Class before giving effect to the distribution of
      principal and interest;

     

    (iii)  the
      amount of the related distribution on such Class allocable to
      interest;

     

    (iv)  the
      amount of the related distribution on such Class allocable to
      principal;

     

    (v)  the
      sum
      of the principal and interest payable to such Class;

     

    (vi)  the
      Realized Loss allocable to such Class;

     

    (vii)  the
      Carryforward Interest allocable to such Class;

     

    (viii)  the
      Class
      Principal Balance of such Class after giving effect to the distribution of
      principal and interest;

     

    (ix)  the
      Pass-Through Rate for such Class and whether such Pass-Through Rate was limited
      by the Net Funds Cap;

     

    (x)  [reserved];

     

    (xi)  any
      shortfall in principal allocable to such Class, if such amount is greater than
      zero; and

     

    (xii)  any
      shortfall in interest allocable to such Class, if such amount is greater than
      zero.

     

    (b)  with
      respect to each Class of Notes or Certificates which are Notional Amount
      Certificates and, unless otherwise stated, the related Payment
      Date,

     

    (i)  the
      Notional Amount of such Class as of the Cut-off Date;

     

    (ii)  the
      Notional Amount of such Class before giving effect to the distribution of
      interest;

     

    (iii)  the
      amount of the related distribution on such Class allocable to
      interest;

     

    (iv)  the
      amount of the related distribution on such Class allocable to
      principal;

     

    (v)  the
      sum
      of the principal and interest payable to such class;

     

    (vi)  the
      Realized Loss allocable to such Class;

     

    (vii)  the
      Deferred Amount allocable to such Class;

     

    (viii)  the
      Notional Amount of such Class after giving effect to the distribution of
      interest;

     

    (ix)  the
      Pass-Through Rate for such Class; and

     

    (x)  [reserved].

     

    (c)  with
      respect to a $1000 factor of the Initial Class Principal Balance of each Class
      of Notes or Certificates which are not Notional Amount Certificates and the
      related Payment Date,

     

    (i)  the
      CUSIP
      number assigned to such Class;

     

    (ii)  the
      Class
      Principal Balance of such Class factor prior to giving effect to the
      distribution of principal and interest;

     

    (iii)  the
      amount of the related distribution allocable to interest on such Class
      factor;

     

    (iv)  the
      amount of the related distribution allocable to principal on such Class
      factor;

     

    (v)  the
      sum
      of the principal and interest payable to such Class factor; and

     

    (vi)  the
      Class
      Principal Balance of such Class factor after giving effect to the distribution
      of principal and interest.

     

    (d)  with
      respect to a $1000 factor of the Initial Class Principal Balance of each Class
      of Notes or Certificates which are Notional Amount Certificates and the related
      Payment Date,

     

    (i)  the
      CUSIP
      number assigned to such Class;

     

    (ii)  the
      Notional Amount of such Class factor prior to giving effect to the distribution
      of interest;

     

    (iii)  the
      amount of the related distribution allocable to interest on such Class
      factor;

     

    (iv)  the
      amount of the related distribution allocable to principal on such Class
      factor;

     

    (v)  the
      sum
      of the principal and interest payable to such Class factor; and

     

    (vi)  the
      Notional Amount of such Class factor after giving effect to the distribution
      of
      interest.

     

    (e)  with
      respect to the related Payment Date and each Loan Group,

     

    (i)  the
      Principal Payment Amount, Principal Collections and Principal Remittance
      Amount;

     

    (ii)  the
      amount of Curtailments;

     

    (iii)  the
      amount of Curtailment interest adjustments;

     

    (iv)  the
      Scheduled Payment of principal;

     

    (v)  the
      amount of Principal Prepayments;

     

    (vi)  the
      amount of principal as a result of repurchased Loans;

     

    (vii)  the
      Substitution Adjustment Amount;

     

    (viii)  the
      aggregate amount of scheduled interest prior to reduction for fees;

     

    (ix)  the
      amount of Net Recoveries;

     

    (x)  the
      amount of reimbursements of Nonrecoverable Advances previously
      made;

     

    (xi)  the
      amount of recovery of reimbursements previously deemed
      nonrecoverable;

     

    (xii)  the
      amount of net Liquidation Proceeds;

     

    (xiii)  the
      amount of Insurance Proceeds;

     

    (xiv)  the
      amount of any other distributions allocable to principal;

     

    (xv)  the
      number of Loans as of the first day of the related Collection
      Period;

     

    (xvi)  the
      aggregate Stated Principal Balance of the Loans as of the first day of the
      related Collection Period;

     

    (xvii)  the
      number of Loans as of the last day of the related Collection
      Period;

     

    (xviii)  the
      aggregate Stated Principal Balance of the Loans as of the last day of the
      related Collection Period;

     

    (xix)  the
      sum
      of the Servicing Fee, the Excess Servicing Fee, the Credit Risk Manager Fee
      and
      the Indenture Trustee Fee and the Expense Fee, with an identification of each
      payee and the general purpose of such fees;

     

    (xx)  the
      amount of current Advances (including the general purpose of such
      Advances);

     

    (xxi)  the
      amount of outstanding Advances and the general source of funds for
      reimbursements;

     

    (xxii)  the
      number and aggregate principal amounts of Loans Delinquent (1) 30 to 59 days,
      (2) 60 to 89 days and (3) 90 days or more, including Delinquent bankrupt Loans
      but excluding Loans in foreclosure and REO Property;

     

    (xxiii)  the
      number and aggregate principal amounts of Loans that are currently in
      bankruptcy, but not Delinquent;

     

    (xxiv)  the
      number and aggregate principal amounts of Loans that are in
      foreclosure;

     

    (xxv)  the
      Delinquency Rate, Rolling Three Month Delinquency Rate, the Senior Enhancement
      Percentage and whether a Trigger Event is in effect ;

     

    (xxvi)  the
      number and aggregate principal amount of any REO Properties as of the close
      of
      business on the Determination Date preceding such Payment Date;

     

    (xxvii)  current
      Realized Losses;

     

    (xxviii)  Cumulative
      Net Realized Losses and whether a Cumulative Loss Event is
      occurring;

     

    (xxix)  the
      weighted average term to maturity of the Loans as of the close of business
      on
      the last day of the calendar month preceding the related Payment
      Date;

     

    (xxx)  the
      number of Loans that have Prepayment Penalties and for which prepayments were
      made during the related Collection Period, as applicable;

     

    (xxxi)  the
      aggregate principal balance of Loans that have Prepayment Penalties and for
      which prepayments were made during the related Collection Period, as
      applicable;

     

    (xxxii)  the
      aggregate amount of Prepayment Penalties collected during the related Collection
      Period, as applicable;

     

    (xxxiii)  the
      total
      cashflows received and the general sources thereof;

     

    (xxxiv)  the
      amount of any funds remaining in the related Pre-Funding Account as of such
      Payment Date;

     

    (xxxv)  the
      weighted average Net Mortgage Rate and the Net Funds Cap;

     

    (xxxvi)  the
      Net
      Excess Spread; and

     

    (xxxvii)  the
      applicable Record Dates, Interest Accrual Periods, Determination Date for
      calculating distributions and the actual Payment Date.

     

    (f)  with
      respect to the related Payment Date,

     

    (i)  the
      Targeted Overcollateralization Amount;

     

    (ii)  the
      Overcollateralization Amount;

     

    (iii)  the
      amount, if any, by which the Targeted Overcollateralization Amount exceeds
      the
      Overcollateralization Amount;

     

    (iv)  the
      Overcollateralization Release Amount;

     

    (v)  the
      Monthly Excess Interest and the Monthly Excess Cashflow;

     

    (vi)  the
      amount of any payment to the Class 1X-1 Certificates or Class 2X-1
      Certificates;

     

    (vii)  the
      amount of any Net Swap Payment payable by the Indenture Trustee on behalf of
      the
      Trust or payable to the Indenture Trustee on behalf of the Trust; 

     

    (viii)  the
      Realized Loss Percentage;

     

    (ix)  the
      amount of any Additional Balance Advance Amount for any period;

     

    (x)  the
      amount of Excluded Amounts for the related Collection Period;

     

    (xi)  the
      amount, if any, received under the Policy; and

     

    (xii)  the
      occurrence of any Rapid Amortization Event or any Event of Default in respect
      of
      the Notes in either Loan Group under the Indenture.

     
Unassociated
    Document 





    APPENDIX
      A

     

    DEFINITIONS

     

    Accepted
      Servicing Practices:
      With
      respect to any Loan, those mortgage servicing practices (including collection
      procedures) of prudent mortgage banking institutions which service mortgage
      loans of the same type as such Loan in the jurisdiction where the related
      Mortgaged Property is located.

     

    Accrual
      Period:
      For the
      Class A, Class M and Class B Notes and the Class G Certificates and
      any Payment Date, the period commencing on the immediately preceding Payment
      Date (or the Closing Date, in the case of the first Accrual Period) and ending
      on the day immediately preceding the related Payment Date. For the Class 1A-R,
      Class 1P, Class 1X-1, Class 1X-2, Class 1X-S, Class 2A-R, Class 2P, Class 2X-1
      and Class 2X-2 Certificates and any Payment Date, the calendar month preceding
      such Payment Date.

     

    Accrued
      Certificate Interest:
      With
      respect to each Payment Date and the REMIC IA, REMIC IB, REMIC IC,
      REMIC IIA or REMIC IIB Regular Interests, the Uncertificated Accrued Interest
      for such Regular Interest. With respect to each Payment Date, interest accrued
      during the related Accrual Period at the interest rate for such Notes or
      Certificates, as applicable, on the related Notes Balance or Certificate
      Balance, as applicable, for such Payment Date.

    


    Act
      of
      Noteholder:
      As
      defined in Section 10.03 of the Indenture.

     

    Additional
      Balance:
      With
      respect to any Group 2 Loan, any future Draw (other than a Draw representing
      an
      Excluded Amount) made by the related Mortgagor pursuant to the related Loan
      Agreement after the Cut-Off Date, together with all money due or to become
      due
      in respect of such Draw.

     

    Additional
      Balance Advance Amount:
      Shall
      mean, with respect to the Group 2 Loans and any Payment Date during the Managed
      Amortization Period, the sum of (a) the excess, if any, of (1) the
      aggregate principal amount of Additional Balances conveyed to the Issuing Entity
      during the related Collection Period, over (2) related Principal Collections
      applied to purchase such Additional Balances and (b) any Additional Balance
      Advance Amount remaining unreimbursed from the prior Payment Date. The
      Additional Balance Advance Amount shall be evidenced by the Class G
      Certificates. With respect to the Group 2 Loans and any Payment Date during
      a
      Rapid Amortization Period, the Additional Balance Advance Amount for any such
      Payment Date shall only equal the amount noted in clause (b) above as reduced
      by
      any amounts paid to the Class G Certificates in respect of principal prior
      to
      the related Payment Date during the Rapid Amortization Period, pursuant to
      Section 5.01(a) of the Trust Agreement. In no event shall Excluded Amounts
      constitute a part of the Additional Balance Advance Amount.

     

    Additional
      Form 10-D Disclosure:
      As
      defined in Section 6.16(a)(i) of the Indenture.

     

    Additional
      Form 10-K Disclosure:
      As
      defined in Section 6.16(a)(iii) of the Indenture.

     

    Adjustment
      Date:
      With
      respect to each HELOC, the date set forth in the related Mortgage Note on which
      the related Mortgage Interest Rate on the HELOC is adjusted in accordance with
      the terms of the Loan Agreement.

     

    Administrator:
      U.S.
      Bank National Association and its successors or assigns or any successor
      administrator appointed pursuant to the terms of the Administration
      Agreement.

     

    Administration
      Agreement:
      The
      administration agreement dated as of the Closing Date among the Seller, the
      Issuer and the Indenture Trustee.

     

    Advance:
      The
      payment required to be made by a Servicer with respect to any Payment Date
      pursuant to Section 3.19 of the Servicing Agreement.

     

    Affected
      Party:
      As
      defined in the Swap Agreement.

     

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

     

    Aggregate
      Collateral Balance:
      As
      of any
      date of determination and with respect to each Loan Group, an amount equal
      to
      the related Aggregate Loan Balance plus the amount, if any, then on deposit
      in
      the related Pre-Funding Account. The Aggregate Collateral Balance of each Loan
      Group as of the Cut-off Date is equal to the Aggregate Loan Balance as of the
      Cut-off Date plus the amount on deposit in the related Pre-Funding Account
      as of
      the Closing Date. 

     

    Aggregate
      Loan Balance:
      As of
      any Payment Date and with respect to each Loan Group, an amount equal to the
      aggregate of the Principal Balances of the Group 1 Loans or Group 2 Loans,
      as
      applicable, as of the last day of the prior month.

     

    Aggregate
      Subsequent Transfer Amount:
      With
      respect to any Subsequent Transfer Date, the aggregate Principal Balance as
      of
      the applicable Cut-off Date of the related Subsequent Loans conveyed on such
      Subsequent Transfer Date, as listed on the revised Loan Schedule delivered
      pursuant to Section 2.04(b) of the Indenture; provided,
      however,
      that
      such amount shall not exceed the amount on deposit in the related Pre-Funding
      Account.

     

    Annual
      Statement of Compliance:
      As
      defined in Section 3.10 of the Servicing Agreement.

     

    Applied
      Loss Amount:
      For any
      Payment Date, the excess of the aggregate Class Principal Balance of the
      Notes related to a Loan Group over the Aggregate Collateral Balance for that
      Loan Group after giving effect to all Realized Losses incurred with respect
      to
      related Loans during the Collection Period for such Payment Date and payments
      of
      principal on such Payment Date.

     

    Appraised
      Value:
      With
      respect to any Mortgaged Property, the value thereof as determined by the most
      recent property valuation made on behalf of the Seller.

     

    Assessment
      of Compliance:
      As
      defined in Section 3.11 of the Servicing Agreement. 

     

    Assignment
      of Mortgage:
      With
      respect to any Mortgage, an assignment, notice of transfer or equivalent
      instrument, in recordable form, sufficient under the laws of the jurisdiction
      in
      which the related Mortgaged Property is located to reflect the sale of the
      Mortgage, which assignment, notice of transfer or equivalent instrument may
      be
      in the form of one or more blanket assignments covering Mortgages secured by
      Mortgaged Properties located in the same jurisdiction.

     

    Auction
      Purchaser:
      As
      defined in Section 10.18 of the Indenture

     

    Auction
      Price:
      As
      defined in Section 10.18 of the Indenture

     

    Authorized
      Newspaper:
      A
      newspaper of general circulation in the Borough of Manhattan, the City of New
      York, printed in the English language and customarily published on each Business
      Day, whether or not published on Saturdays, Sundays or holidays.

     

    Authorized
      Officer:
      With
      respect to the Issuer, any officer of the Owner Trustee, Seller or Administrator
      who is authorized to act in matters relating to the Issuer under the Trust
      Agreement or Administration Agreement and who is identified on the list of
      Authorized Officers delivered to the Indenture Trustee on the Closing Date
      (as
      such list may be modified or supplemented from time to time
      thereafter).

     

    Attestation
      Report:
      As
      defined in Section 3.11 of the Servicing Agreement.

     

    Bankruptcy
      Code:
      The
      United States Bankruptcy Code of 1978, as amended.

     

    Basic
      Documents:
      The
      Trust Agreement, the Indenture, the Loan Purchase Agreement, the Servicing
      Agreement, the Administration Agreement, the Custodial Agreements, the Interest
      Rate Cap Agreement and the other documents and certificates delivered in
      connection with any of the above.

     

    Basis
      Risk Reserve Fund:
      With
      respect to each Loan Group, the separate Eligible Account created and initially
      maintained by the Indenture Trustee pursuant to Section 3.32 of the Indenture
      in
      the name of the Indenture Trustee for the benefit of the Noteholders. Funds
      in
      the Basis Risk Reserve Funds shall be held in trust for the holders of the
      related Class A, Class M and, if applicable, Class B Notes and Class G
      Certificates for the uses and purposes set forth in the Indenture. Each Basis
      Risk Reserve Fund will be an “outside reserve fund” within the meaning of
      Treasury regulation Section 1.860G-2(h) established and maintained pursuant
      to
      Section 3.32 of the Indenture. The Basis Risk Reserve Funds are not assets
      of
      any REMIC. Ownership
      of the Basis Risk Reserve Fund related to the Group 1 Loans is evidenced by
      the
      Class 1X-1 Certificates.
      Ownership of the Basis Risk Reserve Fund related to the Group 2 Loans is
      evidenced by the Class 2X-1 Certificates.

     

    Basis
      Risk Shortfall:
      For
      each Class of Notes and the Class G Certificates and any Payment Date, the
      sum of:

     

    (1) the
      excess, if any, of (A) the related Current Interest for such
      Class calculated on the basis of the lesser of (x)(i) LIBOR plus the
      applicable Note Margin with respect to each such Class of Notes
or
      the
      Class G Certificates
      or (ii)
      in the case of the Class 1A-1 Notes and Class 1A-2 Notes, the related fixed
      pass-through rate and (y) except with respect to the Group
      1
      Notes,
      the
      Maximum Interest Rate, over (B) Current Interest for such Class calculated
      on the basis of the Net Funds Cap, for the applicable Payment Date;

     

    (2) any
      amounts relating to clause (1) remaining unpaid from prior Payment Dates,
      and

     

    (3) interest
      on the amount in clause (2) calculated on the basis of the lesser of
      (x)(i) LIBOR plus the applicable Note Margin with respect to each such
      Class of Notes or the Class G Certificates or (ii) in the case of the Class
      1A-1 Notes and Class 1A-2 Notes, the related fixed pass-through rate and (y)
      except with respect to the Group 1 Notes, the Maximum Interest Rate, on the
      basis of a 360-day year and the actual number of days elapsed in the related
      Accrual Period (or 30 days, in the case of the Class 1A-1 and Class 1A-2
      Notes).

     

    Beneficial
      Owner:
      With
      respect to any Note, the Person who is the owner of a security entitlement
      to
      such Note as reflected on the books of the Depository or on the books of a
      Person maintaining an account with such Depository (directly as a Depository
      Participant or indirectly through a Depository Participant, in accordance with
      the rules of such Depository).

     

    Book-Entry
      Notes:
      Notes
      held by the Depository as described in Section 4.06 of the Indenture.
      Initially, the Notes shall be Book-Entry Notes.

     

    Business
      Day:
      Any day
      other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the State
      of
      New York, Pennsylvania, Oregon, Florida, Delaware, Minnesota or Utah, or (iii)
      a
      day on which banks in the State of New York, Pennsylvania, Oregon, Florida,
      Delaware, Minnesota or Utah are authorized or obligated by law or executive
      order to be closed.

     

    Capitalized
      Interest Account:
      With
      respect to each Loan Group, the separate Eligible Account designated as such
      and
      created and maintained by the Indenture Trustee pursuant to Section 3.33(b)
      of
      the Indenture. Each Capitalized Interest Account shall be treated as an “outside
      reserve fund” under applicable Treasury regulations and shall not be part of any
      REMIC. Except as provided in Section 3.33(b) of the Indenture, any investment
      earnings on the Capitalized Interest Accounts shall be treated as owned by
      the
      Depositor and will be taxable to the Depositor.

     

    Capitalized
      Interest Deposit:
      With
      regards to the Group 1 Loans and Group 2 Loans, $196,745.91 and $ 396,300.41,
      respectively.

     

    Carryforward
      Interest:
      For any
      class of Notes, the Class 1A-R, Class 1P, Class 2A-R, Class 2P and Class G
      Certificates and any Payment Date, the sum of (1) the amount, if any, by
      which (x) the sum of (A) Current Interest for such Class for the
      immediately preceding Payment Date and (B) any unpaid Carryforward Interest
      from
      previous Payment Dates exceeds (y) the amount paid in respect of interest on
      such Class on such immediately preceding Payment Date, and (2) interest on
      such amount for the related Accrual Period at the applicable Note Interest
      Rate
      for each class of Notes and the Class 1A-R, Class 1P, Class 2A-R, Class 2P
      and
      Class G Certificates.

     

    Certificate
      Balance:
      With
      respect to the Class G Certificates and any date of determination, the
      Initial Class G Certificate Balance, increased by any unreimbursed
      Additional Balance Advance Amounts. With respect to the Class 1A-R Certificates
      and any date of determination, the Initial Class 1A-R Certificate Balance,
      reduced by all payments of principal on such Certificates prior to such date
      of
      determination. With respect to the Class 2A-R Certificates and any date of
      determination, the Initial Class 2A-R Certificate Balance, reduced by all
      payments of principal on such Certificates prior to such date of determination.
      With respect to the Class 1P Certificates and any date of determination, the
      Initial 1P Certificate Balance, reduced by all payments of principal on such
      Certificates prior to such date of determination. With respect to the Class
      2P
      Certificates and any date of determination, the Initial Class 2P Certificate
      Balance, reduced by all payments of principal on such Certificates prior to
      such
      date of determination.

     

    Certificates:
      Collectively, the Class G Certificates, Class 1A-R Certificates, Class 2A-R
      Certificates, Class 1P Certificates, Class 2P Certificates, Class 1X-1
      Certificates, Class 2X-1 Certificates, Class 1X-2 Certificates, Class 2X-2
      Certificates and Class 1X-S Certificates.

     

    Certificate
      Distribution Account:
      The
      account or accounts created and maintained by the Certificate Paying Agent
      pursuant to Section 3.10(c) of the Trust Agreement. The Certificate Paying
      Agent will make all distributions on the Certificates from money on deposit
      in
      the Certificate Distribution Account. The Certificate Distribution Account
      shall
      be an Eligible Account.

     

    Certificate
      of Trust:
      The
      Certificate of Trust filed for the Owner Trust pursuant to Section 3 810(a)
      of the Statutory Trust Statute, including all amendments and
      restatements.

     

    Certificate
      Paying Agent:
      The
      paying agent appointed pursuant to Section 3.10 of the Trust
      Agreement.

     

    Certificate
      Percentage Interest:
      With
      respect to the Certificates, the Certificate Percentage Interest stated on
      the
      face thereof.

     

    Certificate
      Register:
      The
      register maintained by the Certificate Registrar in which the Certificate
      Registrar shall provide for the registration of the Certificates and of
      transfers and exchanges of the Certificates.

     

    Certificate
      Registrar:
      Initially, the Indenture Trustee, in its capacity as Certificate Registrar,
      or
      any successor to the Indenture Trustee in such capacity.

     

    Certificateholder:
      The
      Person in whose name a Certificate is registered in the Certificate Register
      except that, any Certificate registered in the name of the Issuer, the Owner
      Trustee, the Indenture Trustee or any Affiliate of the Owner Trustee, the
      Indenture Trustee shall be deemed not to be outstanding and the registered
      holder will not be considered a Certificateholder or a holder for purposes
      of
      giving any request, demand, authorization, direction, notice, consent or waiver
      under the Indenture or the Trust Agreement provided that, in determining whether
      the Indenture Trustee or the Owner Trustee shall be protected in relying upon
      any such request, demand, authorization, direction, notice, consent or waiver,
      only Certificates that the Indenture Trustee or the Owner Trustee knows to
      be so
      owned shall be so disregarded. Owners of Certificates that have been pledged
      in
      good faith may be regarded as Holders if the pledgee establishes to the
      satisfaction of the Indenture Trustee or the Owner Trustee, as the case may
      be,
      the pledgee’s right so to act with respect to such Certificates and that the
      pledgee is not the Issuer, any other obligor upon the Certificates or any
      Affiliate of the Owner Trustee, the Indenture Trustee.

     

    Charged
      Off Loan:
      With
      respect to any Payment Date, a defaulted Loan that has not yet been liquidated,
      giving rise to a Realized Loss, on the date on which the related Servicer
      determines, pursuant to the procedures set forth in Section 3.07 of the
      Servicing Agreement, that there will be (i) no Significant Net Recoveries with
      respect to such Loan or (ii) the potential Net Recoveries are anticipated to
      be
      an amount, determined by the related Servicer in its good faith judgment and
      in
      light of other mitigating circumstances, that is insufficient to warrant
      proceeding through foreclosure or other liquidation of the related Mortgaged
      Property. 

     

    Class:
      Collectively, all of the Notes bearing the same designation.

     

    Class
      1A Notes:
      The
      Class 1A-1 Notes, the Class 1A-2 Notes and the Class 1A-3 Notes.

     

    Class
      1A-1 Notes:
      The
      Class 1A-1 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-1 to the Indenture.

     

    Class
      1A-2 Notes:
      The
      Class 1A-2 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-1 to the Indenture.

     

    Class
      1A-3 Notes:
      The
      Class 1A-3 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-1 to the Indenture.

     

    Class
      1A-R Certificates:
      The
      Class 1A-R Certificates substantially in the form set forth in Exhibit I to
      the Trust Agreement. The Class 1A-R Certificates represents beneficial ownership
      of the Class R-IA Interest, the Class R-IB Interest, the Class R-IC Interest
      and
      the Class R-ID Interest.

     

    Class
      1A-R Certificate Balance:
      An
      amount equal to $100.00 less amounts distributed in respect of principal
      pursuant to Section 5.01(a) of the Trust Agreement.

     

    Class
      1A-R Certificate Distribution Amount:
      The
      amount payable to the Certificate Paying Agent under
      Section 3.05(b)(I)(iii) and Section 3.05(c)(I)(ii) of the Indenture
      for payment to the Class 1A-R Certificates under the Trust
      Agreement.

     

    Class
      1B-1 Notes:
      The
      Class 1B-1 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-3 to the Indenture.

     

    Class
      1B-1 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, will be the amount, if any, by which (x) the
      sum
      of (i) the aggregate Class Principal Balance of the Class 1A Notes,
      Class 1M Notes and Class 1P Certificates, after giving effect to payments on
      such Payment Date and (ii) the Class Principal Balance of the Class 1B-1
      Notes immediately prior to such Payment Date exceeds (y) the lesser of
      (A) the product of (i) 86.71% and (ii) the related Aggregate Collateral
      Balance for such Payment Date and (B) the amount, if any, by which (i) the
      related Aggregate Collateral Balance for such Payment Date exceeds
      (ii) 0.50% of the related Aggregate Collateral Balance.

     

    Class
      1B-2 Notes:
      The
      Class 1B-2 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-3 to the Indenture.

     

    Class
      1B-2 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, will be the amount, if any, by which (x) the
      sum
      of (i) the aggregate Class Principal Balance of the Class A Notes,
      Class M Notes, Class 1B-1 Notes and Class 1P Certificates, after giving effect
      to payments on such Payment Date and (ii) the Class Principal Balance of
      the Class 1B-2 Notes immediately prior to such Payment Date exceeds (y) the
      lesser of (A) the product of (i) 89.00% and (ii) the related Aggregate
      Collateral Balance for such Payment Date and (B) the amount, if any, by
      which (i) the related Aggregate Collateral Balance for such Payment Date exceeds
      (ii) 0.50% of the related Aggregate Collateral Balance.

     

    Class
      1M Notes:
      The
      Class 1M-1 Notes, Class 1M-2 Notes, Class 1M-3 Notes, Class 1M-4 Notes, Class
      1M-5 Notes, Class 1M-6 Notes, Class 1M-7 Notes, Class 1M-8 Notes and Class
      1M-9
      Notes.

     

    Class
      1M-1 Notes:
      The
      Class 1M-1 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-2 to the Indenture.

     

    Class
      1M-1 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, will be the amount, if any, by which (x) the
      sum
      of (i) the aggregate Class Principal Balance of the Class A Notes and
      Class 1P Certificates after giving effect to payments on such Payment Date
      and
      (ii) the Class Principal Balance of the Class 1M-1 Notes immediately prior
      to such Payment Date exceeds (y) the lesser of (A) the product of
      (i) 46.82% and (ii) the related Aggregate Collateral Balance for such
      Payment Date and (B) the amount, if any, by which (i) the related Aggregate
      Collateral Balance for such Payment Date exceeds (ii) 0.50% of the related
      Aggregate Collateral Balance.

     

    Class
      1M-2 Notes:
      The
      Class 1M-2 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-2 to the Indenture.

     

    Class
      1M-2 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, with respect to such Payment Date, will be
      the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal
      Balance of the Class 1A Notes, Class 1M-1 Notes and Class 1P Certificates,
      in each case, after giving effect to payments on such Payment Date and
      (ii) the Class Principal Balance of the Class 1M-2 Notes immediately
      prior to such Payment Date exceeds (y) the lesser of (A) the product of (i)
      57.22% and (ii) the related Aggregate Collateral Balance for such Payment Date
      and (B) the amount, if any, by which (i) the related Aggregate Collateral
      Balance for such Payment Date exceeds (ii) 0.50% of the related Aggregate
      Collateral Balance.

     

    Class
      1M-3 Notes:
      The
      Class 1M-3 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-2 to the Indenture.

     

    Class
      1M-3 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, with respect to such Payment Date, will be
      the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal
      Balance of the Class 1A Notes, Class 1M-1 Notes, Class 1M-2 Notes and Class
      1P Certificates, in each case, after giving effect to payments on such Payment
      Date and (ii) the Class Principal Balance of the Class 1M-3 Notes
      immediately prior to such Payment Date exceeds (y) the lesser of (A) the product
      of (i) 61.22% and (ii) the related Aggregate Collateral Balance for such Payment
      Date and (B) the amount, if any, by which (i) the related Aggregate Collateral
      Balance for such Payment Date exceeds (ii) 0.50% of the related Aggregate
      Collateral Balance.

     

    Class
      1M-4 Notes:
      The
      Class 1M-4 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-2 to the Indenture.

     

    Class
      1M-4 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, with respect to such Payment Date, will be
      the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal
      Balance of the Class 1A Notes, Class 1M-1 Notes, Class 1M-2 Notes, Class
      1M-3 Notes and Class 1P Certificates, in each case, after giving effect to
      payments on such Payment Date and (ii) the Class Principal Balance of
      the Class 1M-4 Notes immediately prior to such Payment Date exceeds (y) the
      lesser of (A) the product of (i) 66.22% and (ii) the related Aggregate
      Collateral Balance for such Payment Date and (B) the amount, if any, by which
      (i) the related Aggregate Collateral Balance for such Payment Date exceeds
      (ii)
      0.50% of the related Aggregate Collateral Balance.

     

    Class
      1M-5 Notes:
      The
      Class 1M-5 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-2 to the Indenture.

     

    Class
      1M-5 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, with respect to such Payment Date, will be
      the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal
      Balance of the Class 1A Notes, Class 1M-1 Notes, Class 1M-2 Notes, Class
      1M-3 Notes, Class 1M-4 Notes and Class 1P Certificates, in each case, after
      giving effect to payments on such Payment Date and (ii) the
      Class Principal Balance of the Class 1M-5 Notes immediately prior to such
      Payment Date exceeds (y) the lesser of (A) the product of (i) 70.42% and (ii)
      the related Aggregate Collateral Balance for such Payment Date and (B) the
      amount, if any, by which (i) the related Aggregate Collateral Balance for such
      Payment Date exceeds (ii) 0.50% of the related Aggregate Collateral
      Balance.

     

    Class
      1M-6 Notes:
      The
      Class 1M-6 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-2 to the Indenture.

     

    Class
      1M-6 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, with respect to such Payment Date, will be
      the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal
      Balance of the Class 1A Notes, Class 1M-1 Notes, Class 1M-2 Notes, Class
      1M-3 Notes, Class 1M-4, Class 1M-5 Notes and Class 1P Certificates, in each
      case, after giving effect to payments on such Payment Date and (ii) the
      Class Principal Balance of the Class 1M-6 Notes immediately prior to such
      Payment Date exceeds (y) the lesser of (A) the product of (i) 73.62% and (ii)
      the related Aggregate Collateral Balance for such Payment Date and (B) the
      amount, if any, by which (i) the related Aggregate Collateral Balance for such
      Payment Date exceeds (ii) 0.50% of the related Aggregate Collateral
      Balance.

     

    Class
      1M-7 Notes:
      The
      Class 1M-7 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-2 to the Indenture.

     

    Class
      1M-7 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, with respect to such Payment Date, will be
      the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal
      Balance of the Class 1A Notes, Class 1M-1 Notes, Class 1M-2 Notes, Class
      1M-3 Notes, Class 1M-4 Notes, Class 1M-5 Notes, Class 1M-6 Notes and Class
      1P
      Certificates, in each case, after giving effect to payments on such Payment
      Date
      and (ii) the Class Principal Balance of the Class 1M-7 Notes
      immediately prior to such Payment Date exceeds (y) the lesser of (A) the product
      of (i) 77.31% and (ii) the related Aggregate Collateral Balance for such Payment
      Date and (B) the amount, if any, by which (i) the related Aggregate Collateral
      Balance for such Payment Date exceeds (ii) 0.50% of the related Aggregate
      Collateral Balance.

     

    Class
      1M-8 Notes:
      The
      Class 1M-8 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-2 to the Indenture.

     

    Class
      1M-8 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, with respect to such Payment Date, will be
      the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal
      Balance of the Class 1A Notes, Class 1M-1 Notes, Class 1M-2 Notes, Class
      1M-3 Notes, Class 1M-4 Notes, Class 1M-5 Notes, Class 1M-6 Notes, Class 1M-7
      Notes and Class 1P Certificates, in each case, after giving effect to payments
      on such Payment Date and (ii) the Class Principal Balance of the Class
      1M-8 Notes immediately prior to such Payment Date exceeds (y) the lesser of
      (A)
      the product of (i) 80.11% and (ii) the related Aggregate Collateral Balance
      for
      such Payment Date and (B) the amount, if any, by which (i) the related Aggregate
      Collateral Balance for such Payment Date exceeds (ii) 0.50% of the related
      Aggregate Collateral Balance.

     

    Class
      1M-9 Notes:
      The
      Class 1M-9 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-2 to the Indenture.

     

    Class
      1M-9 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, with respect to such Payment Date, will be
      the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal
      Balance of the Class 1A Notes, Class 1M-1 Notes, Class 1M-2 Notes, Class
      1M-3 Notes, Class 1M-4 Notes, Class 1M-5 Notes, Class 1M-6 Notes, Class 1M-7
      Notes, Class 1M-8 Notes and Class 1P Certificates, in each case, after giving
      effect to payments on such Payment Date and (ii) the Class Principal
      Balance of the Class 1M-9 Notes immediately prior to such Payment Date exceeds
      (y) the lesser of (A) the product of (i) 82.71% and (ii) the related Aggregate
      Collateral Balance for such Payment Date and (B) the amount, if any, by which
      (i) the related Aggregate Collateral Balance for such Payment Date exceeds
      (ii)
      0.50% of the related Aggregate Collateral Balance.

     

    Class
      1P Certificates:
      The
      Class 1P Certificates substantially in the form of Exhibit L to the
      Trust Agreement.

     

    Class 1P
      Certificate Distribution Amount:
      The
      amount payable to the Certificate Paying Agent under
      Section 3.05(b)(I)(iii), Section 3.05(c)(I)(i) and Section
      3.05(d)(I)(i) of the Indenture for payment to the Class 1A-R Certificates under
      the Trust Agreement.

     

    Class
      1X-1 Certificates:
      The
      Class 1X-1 Certificates substantially in the form of Exhibit A to the Trust
      Agreement.

     

    Class
      1X-1 Distribution Amount:
      On any
      Payment Date, the sum of Accrued Certificate Interest for such Payment Date
      and
      the related Overcollateralization Release Amount, if any, for the Determination
      Date related to such Payment Date.

     

    Class
      1X-1 Notional Amount:
      With
      respect to the Class 1X-1 Certificates and any Payment Date, the aggregate
      of
      the Class Principal Balances for all Classes of REMIC IC Regular Interests
      (other than REMIC IC Regular Interest LTIC-1P and LTIC-1R) before giving effect
      to payments to be made and the allocation of Applied Loss Amounts to occur
      on
      such Payment Date.

     

    Class
      1X-2 Certificates:
      The
      Class 1X-2 Certificates substantially in the form of Exhibit A to the Trust
      Agreement.

     

    Class
      1X-S Certificates:
      The
      Class 1X-S Certificates substantially in the form of Exhibit A to the Trust
      Agreement.

     

    Class
      1X-S Certificate Distribution Amount:
      The
      amount payable to the Certificate Paying Agent under Section 3.05(b)(I)(i)
      of the Indenture for payment to the Class 1X-S Certificates under the Trust
      Agreement.

     

    Class
      1X-S Notional Amount:
      Immediately prior to any Payment Date, with respect to the Class 1X-S
      Certificates, an amount equal to the aggregate Principal Balance of the Group
      1
      Loans as of the Due Date in the month of such Payment Date (prior to giving
      effect to any Scheduled Payments due on such Loans on such Due Date). For
      federal income tax purposes, however, the Class 1X-S Notional Amount will equal
      the Uncertificated Notional Amount of REMIC IC Regular Interest
      LTIC-1S.

     

    Class
      2A-1 Notes:
      The
      Class 2A-1 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-1 to the Indenture.

     

    Class
      2A-R Certificates:
      The
      Class 2A-R Certificates substantially in the form set forth in Exhibit I to
      the Trust Agreement. The Class 2A-R Certificates represents beneficial ownership
      of the Class R-IIB Interest and the Class R-IIC Interest.

     

    Class
      2A-R Certificate Balance:
      An
      amount equal to $100.00 less amounts distributed in respect of principal
      pursuant to Section 5.01(a) of the Trust Agreement.

     

    Class
      2A-R Certificate Distribution Amount:
      The
      amount payable to the Certificate Paying Agent under
      Section 3.05(b)(II)(iii) and Section 3.05(c)(II)(ii) of the Indenture
      for payment to the Class 2A-R Certificates under the Trust
      Agreement.

     

    Class
      2M Notes:
      The
      Class 2M-1 Notes and Class 2M-2 Notes.

     

    Class
      2M-1 Notes:
      The
      Class 2M-1 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-2 to the Indenture.

     

    Class
      2M-1 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, will be the amount, if any, by which (x) the
      sum
      of (i) the aggregate Class Principal Balance of the Class 2A-1 Notes
      and Class 2P Certificates after giving effect to payments on such Payment Date
      and (ii) the Class Principal Balance of the Class 2M-1 Notes immediately
      prior to such Payment Date exceeds (y) the lesser of (A) the product of
      (i) 93.80% and (ii) the related Aggregate Collateral Balance for such
      Payment Date and (B) the amount, if any, by which (i) the related Aggregate
      Collateral Balance for such Payment Date exceeds (ii) 0.50% of the related
      Aggregate Collateral Balance.

     

    Class
      2M-2 Notes:
      The
      Class 2M-2 Asset-Backed Notes, Series 2006-2, in substantially the form set
      forth in Exhibit A-2 to the Indenture.

     

    Class
      2M-2 Principal Payment Amount:
      For any
      Payment Date on or after the related Stepdown Date and for which a related
      Trigger Event is not in effect, with respect to such Payment Date, will be
      the
      amount, if any, by which (x) the sum of (i) the aggregate Class Principal
      Balance of the Class 2A-1 Notes, Class 2M-1 Notes and Class 2P
      Certificates, in each case, after giving effect to payments on such Payment
      Date
      and (ii) the Class Principal Balance of the Class 2M-2 Notes
      immediately prior to such Payment Date exceeds (y) the lesser of (A) the product
      of (i) 95.80% and (ii) the related Aggregate Collateral Balance for such Payment
      Date and (B) the amount, if any, by which (i) the related Aggregate Collateral
      Balance for such Payment Date exceeds (ii) 0.50% of the related Aggregate
      Collateral Balance.

     

    Class
      2P Certificates:
      The
      Class 2P Certificates substantially in the form of Exhibit L to the
      Trust Agreement.

     

    Class
      2X-1 Certificates:
      The
      Class 2X-1 Certificates substantially in the form of Exhibit A to the Trust
      Agreement.

     

    Class
      2X-1 Distribution Amount:
      On any
      Payment Date, the sum of Accrued Certificate Interest for such Payment Date
      and
      the related Overcollateralization Release Amount, if any, for the Determination
      Date related to such Payment Date.

     

    Class
      2X-1 Notional Amount:
      With
      respect to the Class 2X-1 Certificates and any Payment Date, the aggregate
      of
      the Class Principal Balances for all Classes of REMIC IIB Regular Interests
      (other than REMIC IIB Regular Interest LTIIB-2P and LTIIB-2R) before giving
      effect to payments to be made and the allocation of Applied Loss Amounts to
      occur on such Payment Date.

     

    Class
      2X-2 Certificates:
      The
      Class 2X-2 Certificates substantially in the form of Exhibit A to the Trust
      Agreement.

     

    Class
      A Notes:
      The
      Class 1A Notes and the Class 2A Notes.

     

    Class B
      Notes:
      The
      Class 1B-1 Notes and Class 1B-2 Notes.

     

    Class G
      Certificate Distribution Amount:
      The
      amount payable to the Certificate Paying Agent under Section 3.05(a),
      Section 3.05(b)(II)(i) and Section 3.05(e)(II)(ii) of the Indenture
      for payment to the Class G Certificates under the Trust
      Agreement.

     

    Class G
      Certificates:
      The
      Class G Certificates substantially in the form of Exhibit K to the
      Trust Agreement. The Class G Certificates are designated as the sole class
      of
“residual interest” in REMIC IIA.

     

    Class
      M Notes:
      The
      Class 1M Notes and Class 2M Notes.

     

    Class Principal
      Balance:
      For any
      Class of Notes or Certificates (other than the Class 1X-1, Class 2X-1,
      Class 1X-2, Class 2X-2 and Class 1X-S Certificates) and as of any date of
      determination, an amount equal to the Initial Note Balance or Certificate
      Balance of that Class, reduced by the aggregate of the following amounts
      allocable to that Class: (i) all amounts previously distributed to holders
      of
      Notes or Certificates of that Class as payments of principal; and (ii) in
      the case of any Class of Subordinate Notes, any reductions to the
      Class Principal Balance thereof due to Realized Losses. The Class Principal
      Balance of any class of Class M Notes or Class B Notes will be increased
      pursuant to Section 3.05(j) of the Indenture, due to the receipt of Subsequent
      Recoveries.

     

    With
      respect to the Class G Certificates and as of any date of determination, any
      unreimbursed Additional Balance Advance Amounts. After the occurrence of the
      Rapid Amortization Period, the Class Principal Balance of the Class G
      Certificates will not increase.

     

    With
      respect to the Class 1X-1 Certificates and as of any date of determination,
      an amount equal to the Group 1 Overcollateralization Amount as of such date
      of
      determination. With respect to the Class 2X-1 Certificates and as of any
      date of determination, an amount equal to the Group 2 Overcollateralization
      Amount as of such date of determination.

     

    Class
      R-IA Interest:
      The
      uncertificated Residual Interest in REMIC IA.

     

    Class
      R-IB Interest:
      The
      uncertificated Residual Interest in REMIC IB.

     

    Class
      R-IC Interest:
      The
      uncertificated Residual Interest in REMIC IC.

     

    Class
      R-ID Interest:
      The
      uncertificated Residual Interest in REMIC ID.

     

    Class
      R-IIB Interest:
      The
      uncertificated Residual Interest in REMIC IIB.

     

    Class
      R-IIC Interest:
      The
      uncertificated Residual Interest in REMIC IIC.

     

    Closing
      Date:
      April
      28, 2006.

     

    Code:
      The
      Internal Revenue Code of 1986 (or any successor statute thereto) and the rules
      and regulations promulgated thereunder, as the same may be amended from time
      to
      time.

     

    Collateral:
      The
      meaning specified in the Granting Clause of the Indenture.

     

    Collection
      Period:
      With
      respect to each Payment Date, the calendar month preceding the month of that
      Payment Date.

     

    Combined
      Loan-to-Value Ratio:
      With
      respect to any Loan, the ratio, expressed as a percentage of (i) the sum of
      (A)
      the original principal balance of such Loan or, in the case of a Group 2 Loan,
      the credit limit at origination, and (B) any principal balance of all other
      Permitted Liens, if any, secured by senior liens on the related Mortgaged
      Property as of either (i) the date of origination of those senior liens or
      (ii)
      the date of origination of such Loan, to (ii) the Appraised Value.

     

    Compensating
      Interest Payment:
      For any
      Payment Date, an amount to be paid by the applicable Servicer (other than PNC)
      for such Payment Date, equal to the lesser of (i) the sum of (x) an amount
      equal
      to 0.25% per annum on the aggregate Principal Balance of the related Loans
      otherwise payable to the related Servicer on such Payment Date (prior to giving
      effect to any Scheduled Payments due on the Loans on such Due Date) and (y)
      any
      Prepayment Interest Excess payable to such Servicer for such Payment Date and
      (ii) the aggregate Prepayment Interest Shortfall for the Loans being serviced
      by
      the related Servicer relating to Principal Prepayments received during the
      portion of the related Prepayment Period occurring in the prior calendar
      month.

     

    Commission:
      The
      United States Securities and Exchange Commission.

     

    Condemnation
      Proceeds:
      All
      awards or settlements in respect of a Mortgaged Property, whether permanent
      or
      temporary, partial or entire, by exercise of the power of eminent domain or
      condemnation, to the extent not required to be released to a Mortgagor in
      accordance with the terms of the documents contained in the Mortgage
      File.

     

    Confirmation:
      With
      respect to the Swap Agreement, the separate Confirmation, dated April 28, 2006,
      and evidencing a transaction between the Counterparty and the Indenture
      Trustee.

     

    Corporate
      Trust Office:
      With
      respect to the Indenture Trustee, Certificate Registrar, Certificate Paying
      Agent and Paying Agent, the principal corporate trust office of the Indenture
      Trustee and Note Registrar at which at any particular time its corporate trust
      business shall be administered, which office at the date of the execution of
      this instrument is located at 60 Livingston Avenue, St. Paul, Minnesota 55107,
      Attention: Corporate Trust - Structured Finance, Ref: Home Equity Mortgage
      Trust
      2006-2. With respect to the Owner Trustee, the principal corporate trust office
      of the Owner Trustee at which at any particular time its corporate trust
      business shall be administered, which office at the date of the execution of
      the
      Trust Agreement is as set forth in the Trust Agreement. 

     

    Corresponding
      Certificate:
      With
      respect to each REMIC IB and REMIC IC Regular Interest set forth below and
      where
      applicable, the corresponding Regular Certificate or Corresponding
      Uncertificated Interest set forth in the table below:

     

    
      	
              REMIC
                IB Regular Interest

            	
              REMIC
                IC Regular Interest

            	
              Regular
                Certificate

            
	
              LTIB-1A-1

            	
              LTIC-1A-1

            	
              Class
                A-1

            
	
              LTIB-1A-2

            	
              LTIC-1A-2

            	
              Class
                A-2

            
	
              ............

            	
              LTIC-1A-3

            	
              Class
                A-3

            
	
              ............

            	
              LTIC-1M-1

            	
              Class
                M-1

            
	
              ............

            	
              LTIC-1M-2

            	
              Class
                M-2

            
	
              ............

            	
              LTIC-1M-3

            	
              Class
                M-3

            
	
              ............

            	
              LTIC-1M-4

            	
              Class
                M-4

            
	
              ............

            	
              LTIC-1M-5

            	
              Class
                M-5

            
	
              ............

            	
              LTIC-1M-6

            	
              Class
                M-6

            
	
              ............

            	
              LTIC-1M-7

            	
              Class
                M-7

            
	
              ............

            	
              LTIC-1M-8

            	
              Class
                M-8

            
	
              ............

            	
              LTIC-1M-9

            	
              Class
                M-9

            
	
              ............

            	
              LTIC-1B-1

            	
              Class
                B-1

            
	
              ............

            	
              LTIC-1B-2

            	
              Class
                B-2

            
	
              LTIC-1P

            	
              LTIC-1P

            	
              Class
                P

            
	
              LTIC-1A-R

            	
              LTIC-1R

            	
              ............

            
	
              LTIC-1X-1

            	
              ............

            	
              Class
                1X-1

            


    

    


    


    


    With
      respect to each REMIC IIB Regular Interest set forth below and where applicable,
      the corresponding Regular Certificate set forth in the table below:

     

    
      	
              REMIC
                IIB Regular Interest

            	
              Regular
                Certificate

            
	
              LTIIB-2A-1

            	
              Class
                A-1

            
	
              LTIIB-2A-2

            	
              Class
                A-2

            
	
              LTIIB-2M-1

            	
              Class
                M-1

            
	
              LTIIB-2M-2

            	
              Class
                M-2

            
	
              LTIC-2P

            	
              Class
                P

            


    

    


     

    Corresponding
      Uncertificated Interest:
      With
      respect to (a)(i) REMIC IA Regular Interest LTIA-P and (ii) REMIC IA Regular
      Interest LTIA-R, (b)(i) REMIC IC Regular Interest LTIC-1P and (ii) REMIC IC
      Regular Interest LTIC-1R, respectively.

     

    Counterparty:
       Credit
      Suisse International or CSi.

     

    Counterparty
      Trigger Event:
      With
      respect to any Payment Date, (i) an Event of Default under the Swap Agreement
      with respect to which the Counterparty is a Defaulting Party, (ii) a Termination
      Event under the Swap Agreement with respect to which the Counterparty is the
      sole Affected Party, or (iii) an Additional Termination Event under the Swap
      Agreement with respect to which the Counterparty is the sole Affected
      Party.

     

    Credit
      Limit:
      With
      respect to any HELOC, the maximum loan balance permitted under the terms of
      the
      related Loan Agreement.

     

    Credit
      Risk Manager:
      Clayton
      Fixed Income Services Inc. (formerly known as The Murrayhill Company), a
      Colorado corporation.

     

    Credit
      Risk Management Agreement:
      Any of
      the agreements between Wilshire, SPS and Ocwen and the Credit Risk Manager
      dated
      as of April 28, 2006.

     

    Credit
      Risk Manager Fee:
      With
      respect to any Loan and any Collection Period, the product of (i) the
      Credit Risk Manager Fee Rate divided by 12 and (ii) the Principal Balance of
      such Loan as of the first day of such Collection Period.

     

    Credit
      Risk Manager Fee Rate:
      0.0175%
      per annum.

     

    Credit
      Scores:
      The
      credit score for each Loan shall be obtained in accordance with the related
      originator’s underwriting guidelines. In cases in which one credit score was
      obtained for purposes of origination, that shall be the credit score. If two
      credit bureau scores were obtained, the Credit Score will be the lower score.
      If
      three credit bureau scores were obtained, the Credit Score will be the middle
      of
      the three. When there is more than one applicant, the Credit Score of the
      applicant with the higher income will be used. There is only one (1) score
      for
      any Loan regardless of the number of borrowers and/or applicants.

     

    Cumulative
      Realized Losses:
      With
      respect to any date of determination and each Loan Group, the cumulative amount
      of Realized Losses in such Loan Group since the Cut-off Date, less (i) any
      amounts in respect of recoveries and applied as principal on a related Loan
      in
      any month subsequent to the month in which such related Loan was designated
      as a
      Liquidated Loan and (ii) Net Recoveries received on related Charged Off
      Loans.

     

    Current
      Interest:
      For any
      Payment Date and any Class of Notes and the Class 1A-R, Class 2A-R, Class
      1P, Class 2P and Class G Certificates, the amount of interest accruing at the
      applicable Note Interest Rate on the related Class Principal Balance during
      the related Accrual Period, as reduced by a pro rata portion of any Interest
      Shortfalls.

     

    Custodial
      Account:
      The
      account or accounts created and maintained by a Servicer pursuant to
      Section 3.02(b) of the Servicing Agreement, in which the related Servicer
      shall deposit or cause to be deposited certain amounts in respect of the
      Loans.

     

    Custodial
      Agreement:
      Any of
      the Custodial Agreements between a Custodian and the Indenture Trustee, relating
      to the custody of the Loans and the related Loan Files.

     

    Custodian:
      Either
      LaSalle Bank, National Association or JPMorgan Trust Company, N.A. Each
      Custodian shall act as agent on behalf of the Indenture Trustee, and its
      on-going fees and expenses shall be paid by the Indenture Trustee or as
      otherwise specified therein.

     

    Cut-off
      Date:
      For any
      Loan (other than a Subsequent Loan), the open of business on April 1, 2006.
      For
      any Subsequent Loan, the related Subsequent Transfer Date.

     

    Cut-off
      Date Loan Balance:
      With
      respect to any Loan, the unpaid principal balance thereof as of the close of
      business on the Business Day immediately prior to the Cut-off Date.

     

    Data
      Remittance Date:
      With
      respect to each Payment Date and any Ocwen Serviced Loan or Wilshire Serviced
      Loan, the second Business Day immediately following the 15th day of the month
      of
      such Payment Date. With respect to any Group 2 Loan, is the 18th
      day of
      the month or the next Business Day.

     

    Default:
      Any
      occurrence which is or with notice or the lapse of time or both would become
      an
      Event of Default.

     

    Deficiency
      Amount:
      means,
      with respect to any Payment Date and each of the Class 2A-1 Notes and Class
      G
      Certificates, an amount, if any, equal to the sum of: (i) the excess of (x)
      Current Interest for the Class 2A-1 Notes or Class G Certificates, as
      applicable, on such Payment Date, over (y) the Interest Remittance Amount from
      Group 2 Loans on such Payment Date allocated to pay Current Interest on the
      Class 2A-1 Notes or Class G Certificates, as applicable, on such Payment Date
      as
      provided in the Indenture, (ii) on any Payment Date prior to the Final Scheduled
      Payment Date, the excess, if any, of the Aggregate Collateral Balance for Loan
      Group 2 for such Payment Date over the aggregate Class Principal Balance of
      the
      Class 2A-1 Notes and the Class G Certificates (after giving effect to any
      Principal Payment Amount other than the amounts paid in respect of the Policy
      on
      such Payment Date) and (iii) the Class Principal Balance of the Class 2A-1
      Notes
      or Class G Certificates, as applicable, to the extent unpaid on the Final
      Scheduled Payment Date or earlier termination of the Issuing Entity pursuant
      to
      the terms of the Indenture, in each case after giving effect to payments made
      on
      such date from sources other than the Policy.

     

    Deficient
      Valuation:
      With
      respect to any Loan, a reduction in the scheduled Monthly Payment for such
      Loan
      by a court of competent jurisdiction in a proceeding under the Bankruptcy Code,
      provided,
      however,
      that a
      Deficient Valuation shall not include any reduction that results in the
      permanent forgiveness of the principal of a Loan.

     

    Deferred
      Amount:
      For any
      Class of Class M Notes or Class B Notes and any Payment Date, will equal
      the amount by which (x) the aggregate of the related Applied Loss Amounts
      previously applied in reduction of the Class Principal Balance thereof
      exceeds (y) the sum of (i) the aggregate of amounts previously paid in
      reimbursement thereof and (ii) the amount of the increase in the related Class
      Principal Balance due to the receipt of Subsequent Recoveries as provided in
      Section 3.05(j) of the Indenture.

     

    Definitive
      Notes:
      The
      meaning specified in Section 4.06 of the Indenture.

     

    Deleted
      Loan:
      A Loan
      replaced or to be replaced with an Eligible Substitute Loan pursuant to
      Section 2(d) of the Loan Purchase Agreement.

     

    Delinquent:
      As used
      herein, a Loan is considered to be: “30 to 59 days” or “30 or more days”
delinquent when a payment due on any scheduled due date remains unpaid as of
      the
      close of business on the next following monthly scheduled due date; “60 to 89
      days” or “60 or more days” delinquent when a payment due on any scheduled due
      date remains unpaid as of the close of business on the second following monthly
      scheduled due date; and so on. The determination as to whether a Loan falls
      into
      these categories is made as of the close of business on the last business day
      of
      each month. For example, a Loan with a payment due on July 1 that remained
      unpaid as of the close of business on August 31 would then be considered to
      be
      30 to 59 days delinquent.

     

    Delinquency
      Rate:
      With
      respect to any month and each Loan Group, the fraction, expressed as a
      percentage, the numerator of which is the aggregate outstanding balance of
      all
      Group 1 Loans or Group 2 Loans, as applicable, 60 or more days delinquent
      (including all foreclosures and REOs but excluding Liquidated Loans) as of
      the
      close of business on the last day of such month and the denominator of which
      is
      the Aggregate Collateral Balance for such Loan Group as of the close of business
      on the last day of such month.

     

    Denomination:
      With
      respect to each Note, the amount set forth on the face thereof as the “Initial
      Note Balance of this Note” or the “Initial Notional Amount of this Note” or, if
      neither of the foregoing, the percentage interest appearing on the face thereof.
      With respect to each Certificate the amount set forth on the face thereof as
      the
“Initial Certificate Balance of this Certificate” or, if not the foregoing, the
      percentage interest appearing on the face thereof.

     

    Depositor:
      Asset
      Backed Securities Corporation, or its successor in interest.

     

    Depository
      or Depository Agency:
      The
      Depository Trust Company or a successor appointed by the Indenture Trustee
      with
      the approval of the Issuer. Any successor to the Depository shall be an
      organization registered as a “clearing agency” pursuant to Section 17A of
      the Exchange Act and the regulations of the Securities and Exchange Commission
      thereunder.

     

    Depository
      Participant:
      A
      Person for whom, from time to time, the Depository effects book-entry transfers
      and pledges of securities deposited with the Depository.

     

    Determination
      Date:
      With
      respect to any Payment Date, the 15th day (or if such 15th day is not a Business
      Day, the Business Day immediately preceding such 15th day) of the month of
      the
      related Payment Date.

     

    Disqualified
      Organization:
      Any
      organization defined as a “disqualified organization” under
      Section 860E(e)(5) of the Code, and if not otherwise included, any of the
      following: (i) the United States, any State or political subdivision thereof,
      any possession of the United States, or any agency or instrumentality of any
      of
      the foregoing (other than an instrumentality which is a corporation if all
      of
      its activities are subject to tax and, except for Freddie Mac, a majority of
      its
      board of directors is not selected by such governmental unit), (ii) a foreign
      government, any international organization, or any agency or instrumentality
      of
      any of the foregoing, (iii) any organization (other than certain farmers’
cooperatives described in Section 521 of the Code) which is exempt from the
      tax imposed by Chapter 1 of the Code (including the tax imposed by
      Section 511 of the Code on unrelated business taxable income), (iv) rural
      electric and telephone cooperatives described in Section 1381(a)(2)(C) of
      the Code, (v) any “electing large partnership,” as defined in
      Section 775(a) of the Code and (vi) any other Person so designated by the
      Indenture Trustee based upon an Opinion of Counsel that the holding of an
      Ownership Interest in a Class 2A-R Certificate by such Person may cause the
      Trust Estate or any Person having an Ownership Interest in any Class of
      Certificates (other than such Person) or an interest in any Class of Notes
      to
      incur a liability for any federal tax imposed under the Code that would not
      otherwise be imposed but for the Transfer of an Ownership Interest in a
      Class 2A-R Certificate to such Person. The terms “United States”, “State”
and “international organization” shall have the meanings set forth in
      Section 7701 of the Code or successor provisions.

     

    Draw:
      With
      respect to any HELOC, a borrowing by the Mortgagor under the related Loan
      Agreement.

     

    Draw
      Period:
      With
      respect to each HELOC, the period commencing after the date of origination
      of
      such Loan, during which the related Mortgagor is permitted to make Draws on
      such
      HELOC.

     

    Due
      Date:
      The day
      of the month on which the Monthly Payment is due on a Loan, exclusive of any
      days of grace.

     

    Eligible
      Account:
      With
      respect to each Custodial Account, an account or accounts that satisfy the
      requirements of either (I), (II), (III) or (IV) of clause (b) below and (ii)
      the
      Payment Account, either (a) a trust account or accounts maintained at the
      corporate trust department of the Indenture Trustee or (b) one or more accounts
      that satisfy the following requirements:

     

    (I) that
      are
      maintained with a depository institution or trust company whose short-term
      unsecured debt obligations (or, in the case of a depository institution or
      trust
      company that is the principal subsidiary of a bank holding company, the debt
      obligations of such holding company) at the time of deposit therein have been
      rated by each Rating Agency in its highest short-term rating category (provided,
      that if there at any time shall be a downgrading, withdrawal or suspension
      of
      the short-term unsecured debt obligations of such depository institution or
      trust company, the related Servicer or the Indenture Trustee, as applicable,
      shall, within ten Business Days thereof, move such account to another depository
      institution or trust company having such required ratings);

     

    (II) that
      are
      maintained with a depository institution or trust company the long-term
      unsecured debt obligations of which have been rated Baa3 or higher by Moody’s,
      AA or higher by Fitch and AA- or higher by Standard & Poor’s (provided,
      that if there at any time shall be a downgrading, withdrawal or suspension
      of
      the long-term unsecured debt obligations of such depository institution or
      trust
      company, the related Servicer or the Indenture Trustee, as applicable, shall,
      within ten Business Days thereof, move such account to another depository
      institution or trust company having such required ratings), and the deposits
      in
      which are fully insured by the Federal Deposit Insurance
      Corporation;

     

    (III) that
      are
      segregated trust accounts maintained with the corporate trust department of
      a
      depository institution or a trust company, acting in its fiduciary capacity;
      or

     

    (IV) such
      other accounts that are acceptable to each Rating Agency, as evidenced by a
      letter from each Rating Agency to the related Servicer, the Indenture Trustee,
      without reduction or withdrawal of the rating of any Class of
      Notes.

     

    The
      depository institution or trust company with which the Eligible Account is
      maintained shall be organized under the laws of the United States or any state
      thereof, have a net worth in excess of $100,000,000 and deposits insured to
      the
      full extent permitted by law by the Federal Deposit Insurance Corporation and
      be
      subject to supervision and examination by federal or state banking authorities.
      An Eligible Account may bear interest, and may include, if otherwise permitted
      by this definition, an account maintained with the Indenture
      Trustee.

     

    Eligible
      Substitute Loan:
      A Loan
      substituted by the Seller for a Deleted Loan which must, on the date of such
      substitution, as confirmed in an Officer’s Certificate delivered to the
      Indenture Trustee, (i) have an outstanding principal balance, after deduction
      of
      the principal portion of the monthly payment due in the month of substitution
      (or in the case of a substitution of more than one Loan for a Deleted Loan,
      an
      aggregate outstanding principal balance, after such deduction), not in excess
      of
      the outstanding principal balance of the Deleted Loan (the amount of any
      shortfall to be deposited by the Seller in the Custodial Account in the month
      of
      substitution); (ii) comply with each representation and warranty set forth
      in
      Annex B to the Loan Purchase Agreement; (iii) have a Mortgage Rate no lower
      than
      and not more than 1% per annum higher than the Mortgage Rate of the Deleted
      Loan
      as of the date of substitution; (iv) have a Combined Loan-to-Value Ratio at
      the
      time of substitution no higher than that of the Deleted Loan at the time of
      substitution; (v) have a remaining term to stated maturity not greater than
      (and
      not more than one year less than) that of the Deleted Loan; (vi) meet the
      conditions set forth for treatment as a “qualified mortgage” as set forth in
      Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
      1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the
      provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation
      Section 1.860G-2(f)(2) or any other provision that would allow a Loan to be
      treated as a “qualified mortgage” notwithstanding its failure to meet the
      requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation
      Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9); and (vii) not be 30
      days or more delinquent.

     

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

     

    Event
      of Default:
      With
      respect to the Indenture and either Loan Group, any one of the following events
      (whatever the reason for such Event of Default and whether it shall be voluntary
      or involuntary or be effected by operation of law or pursuant to any judgment,
      decree or order of any court or any order, rule or regulation of any
      administrative or governmental body):

     

    (i) the
      failure to pay the Current Interest on any related Note on any Payment
      Date;

     

    (ii) the
      failure by the Issuer on the final maturity date to reduce the
      Class Principal Balances of any related Note then outstanding to
      zero;

     

    (iii) there
      occurs a default in the observance or performance of any negative covenant,
      covenant or agreement of the Issuer made in the Indenture, or any representation
      or warranty of the Issuer made in the Indenture or in any certificate, note
      or
      other writing delivered pursuant hereto or in connection herewith proving to
      have been incorrect in any material respect as of the time when the same shall
      have been made which has a material adverse effect on Securityholders, and
      such
      default shall continue or not be cured, or the circumstance or condition in
      respect of which such representation or warranty was incorrect shall not have
      been eliminated or otherwise cured, for a period of 30 days after there shall
      have been given, by registered or certified mail, to the Issuer by the Indenture
      Trustee or to the Issuer and the Indenture Trustee by the Holders of at least
      25% of the outstanding Note Balance of the Notes, a written notice specifying
      such default or incorrect representation or warranty and requiring it to be
      remedied and stating that such notice is a notice of default hereunder;
      or

     

    (iv) there
      occurs the filing of a decree or order for relief by a court having jurisdiction
      in the premises in respect of the Issuer or any substantial part of the Trust
      Estate in an involuntary case under any applicable federal or state bankruptcy,
      insolvency or other similar law now or hereafter in effect, or appointing a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
      official of the Issuer or for any substantial part of the Trust Estate, or
      ordering the winding-up or liquidation of the Issuer’s affairs, and such decree
      or order shall remain unstayed and in effect for a period of 60 consecutive
      days; or

     

    (v) there
      occurs the commencement by the Issuer of a voluntary case under any applicable
      federal or state bankruptcy, insolvency or other similar law now or hereafter
      in
      effect, or the consent by the Issuer to the entry of an order for relief in
      an
      involuntary case under any such law, or the consent by the Issuer to the
      appointment or taking possession by a receiver, liquidator, assignee, custodian,
      trustee, sequestrator or similar official of the Issuer or for any substantial
      part of the assets of the Trust Estate, or the making by the Issuer of any
      general assignment for the benefit of creditors, or the failure by the Issuer
      generally to pay its debts as such debts become due, or the taking of any action
      by the Issuer in furtherance of any of the foregoing.

     

    Event
      of Liquidation:
      Following the occurrence of an Event of Default under the Indenture, as
      evidenced by a written notice provided by the Indenture Trustee to the Owner
      Trustee, the Depositor, the Securities Insurer and the Issuer that all
      conditions precedent to the sale or other liquidation of the Trust Estate
      pursuant to Section 5.04 of the Indenture have been satisfied.

     

    Event
      of Servicer Termination:
      With
      respect to the Servicing Agreement, a Servicing Default as defined in
      Section 7.01 of the Servicing Agreement.

     

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

     

    Excess
      Cashflow Loss Payment:
      An
      amount equal to the aggregate Realized Losses on the Group 1 Loans or Group
      2
      Loans, as applicable, incurred during the related Collection Period, such amount
      to distributed as part of the related Principal Payment Amount as set forth
      in
      Section 3.05(d) and (e) of the Indenture.

     

    Excess
      Servicing Fee:
      With
      respect to each Loan (other than the HELOCs) and any Payment Date, an amount
      equal to one month’s interest at the Excess Servicing Fee Rate on the Class 1X-S
      Notional Amount for such Payment Date.

     

    Excess
      Servicing Fee Rate:
      With
      respect to the Wilshire Serviced Loans, the excess, if any, of 0.50% over the
      “Wilshire Servicing Fee Rate” as defined in the Wilshire Letter Agreement. With
      respect to the Ocwen Serviced Loans, the excess, if any, of 0.50% over the
      “Ocwen Servicing Fee Rate” as defined in the Ocwen Letter Agreement.


     

    Excluded
      Amount:
      For any
      Payment Date during the Rapid Amortization Period, all Draws made by a Mortgagor
      under the related HELOC during the related Collection Period. Excluded Amounts
      will not be transferred to the Trust Estate, and the portion of the aggregate
      collections in respect of principal and interest for the related Collection
      Period from the related Mortgagor shall be allocated to an Excluded Amount
      based
      on a pro rata allocation between such Excluded Amount and the Principal Balance
      of the related HELOC in proportion to the respective amounts outstanding as
      of
      the end of the calendar month preceding such Collection Period.

     

    Fair
      Market Value:
      The
      fair market value of all of the property of the Trust related to a Loan Group,
      as agreed upon between the Terminating Entity and a majority of the Holders
      of
      the Class 1X-1 Certificates or Class 2X-1 Certificates, as applicable; provided,
      however, that if the Terminating Entity and a majority of the Holders of the
      Class 1X-1 Certificates or Class 2X-1 Certificates, as applicable do not agree
      upon the fair market value of all the property of the Trust related to a Loan
      Group, the Terminating Entity shall solicit, or cause the solicitation of,
      good
      faith bids for all of the property of the Trust related to a Loan Group until
      it
      has received three bids from institutions that are regular purchasers and/or
      sellers in the secondary market of residential whole mortgage loans similar
      to
      the related Loans, and the Fair Market Value shall be equal to the highest
      of
      such three bids.

     

    Fannie
      Mae:
      Fannie
      Mae or any successor thereto.

     

    FDIC:
      The
      Federal Deposit Insurance Corporation or any successor thereto.

     

    Final
      Maturity Date:
      July
      25, 2036.

     

    Fitch:
      Fitch,
      Inc., or its successor in interest.

     

    Final
      Scheduled Payment Date:
      The
      Payment Date occurring in July 2036. 

     

    Foreclosure
      Profit:
      With
      respect to a Liquidated Loan, the amount, if any, by which (i) the aggregate
      of
      its Net Liquidation Proceeds plus Subsequent Recoveries (net of any unpaid
      related Servicing Fee) exceeds (ii) the related Loan Balance (plus accrued
      and
      unpaid interest thereon at the applicable Mortgage Rate from the date interest
      was last paid through the date of receipt of the final Liquidation Proceeds)
      of
      such Liquidated Loan immediately prior to the final recovery of its Liquidation
      Proceeds.

     

    Form
      8-K Disclosure Information:
      As
      defined in Section 6.16(a)(ii) of the Indenture.

     

    Freddie
      Mac:
      Freddie
      Mac or any successor thereto.

     

    Grant:
      Pledge,
      bargain, sell, warrant, alienate, remise, release, convey, assign, transfer,
      create, and grant a lien upon and a security interest in and right of set-off
      against, deposit, set over and confirm. A Grant of any item of Collateral shall
      include all rights, powers and options (but none of the obligations) of the
      granting party thereunder, including the immediate and continuing right to
      claim
      for, collect, receive and give receipt for principal and interest payments
      in
      respect of such item of Collateral and all other moneys payable thereunder,
      to
      give and receive notices and other communications, to make waivers or other
      agreements, to exercise all rights and options, to bring proceedings in the
      name
      of the granting party or otherwise, and generally to do and receive anything
      that the granting party is or may be entitled to do or receive thereunder or
      with respect thereto.

     

    Gross
      Margin:
      With
      respect to any HELOC, the fixed percentage amount set forth in the related
      Loan
      Agreement and the related Loan Schedule that is added to the Index on each
      Adjustment Date in accordance with the terms of the related Loan Agreement
      to
      determine the new Mortgage Interest Rate for such Loan.

     

    Group
      1 Capitalized Interest Requirement:
      With
      respect to the May 2006 Payment Date, an amount equal to interest accruing
      during the related Accrual Period for the Class 1A, Class 1M and Class 1B Notes
      at a per annum rate equal to (x) the weighted average Note Interest Rate of
      the
      Class 1A, Class 1M and Class 1B Notes multiplied by (y) the related Pre-Funding
      Amount outstanding at the end of the related Collection Period. With respect
      to
      the June 2006 Payment Date, an amount equal to interest accruing during the
      related Accrual Period for the Class 1A, Class 1M and Class 1B Notes at a per
      annum rate equal to (x) the weighted average Note Interest Rate of the Class
      1A,
      Class 1M and Class 1B Notes for such Payment Date multiplied by (y) the sum
      of
      (c) the Pre-Funding Amount at the end of the related Collection Period and
      (d)
      the aggregate Principal Balance of the Subsequent Loans that do not have a
      first
      Due Date prior to June 1, 2006, transferred to the Trust during the related
      Collection Period. With respect to the July 2006 Payment Date, an amount equal
      to interest accruing during the related Accrual Period for the Class 1A, Class
      1M and Class 1B Notes at a per annum rate equal to (x) the weighted average
      Note
      Interest Rate of the Class 1A, Class 1M and Class 1B Notes for such Payment
      Date
      multiplied by (y) the sum of (c) the related Pre-Funding Amount at the end
      of
      the related Collection Period and (d) the aggregate Principal Balance of the
      related Subsequent Loans that do not have a first Due Date prior to July 1,
      2006, transferred to the Trust during the related Collection
      Period.

     

    Group
      1 Certificates:
      The
      Class 1P, Class 1X-1, Class 1X-2, Class 1X-S and Class 1A-R
      Certificates.

     

    Group
      1 Loan:
      An
      individual mortgage loan which is sold and assigned to the Depositor identified
      on the Loan Schedule, which Loan includes without limitation the Mortgage File,
      the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
      Proceeds, Insurance Proceeds, proceeds of any REO disposition, any escrow
      accounts related to the Loan, and all other rights, benefits, proceeds and
      obligations arising from or in connection with such Loan, excluding replaced
      or
      repurchased mortgage loans. The Group 1 Loans shall be designated on the Loan
      Schedule attached as Exhibit A to the Servicing Agreement and Exhibit A to
      the Loan Purchase Agreement.

     

    Group
      1 Net Funds Cap:
      For any
      Payment Date and any Class of Group 1 Notes and the Class 1P Certificates
      and Class 1A-R Certificates, the annual rate equal to a fraction, expressed
      as a
      percentage, (a) the numerator of which is (1) the sum of (A) the amount of
      interest which accrued on the Group 1 Loans during the immediately preceding
      Collection Period and (B) amounts withdrawn from the related Capitalized
      Interest Account to pay interest on the Group 1 Securities minus (2) the sum
      of
      the Servicing Fee, the Excess Servicing Fee, the Indenture Trustee Fee and
      the
      Credit Risk Manager Fee on the Group 1 Loans, any Net Swap Payment payable
      to
      the Counterparty and any Swap Termination Payment not due to a Counterparty
      Trigger Event payable to the Counterparty and (b) the denominator of which
      is
      the product of (1) the Aggregate Collateral Balance of the Group 1 Loans as
      of
      the immediately preceding Payment Date (or as of the Cut-off Date with respect
      to the first Payment Date) and (2)(x) 1/12 in the case of the Class 1A-1 Notes
      and the Class 1A-2 Notes and the Class 1P Certificates and Class 1A-R
      Certificates and (y) the actual number of days in the related Accrual Period
      divided by 360 with respect to any other Group 1 Securities. For federal income
      tax purposes, however, as to any Payment Date will be the equivalent of the
      foregoing, expressed as a per annum rate equal to the weighted average of the
      Uncertificated Pass-Through Rates on the REMIC IC Regular Interests (other
      than
      REMIC IC Regular Interests LTIC-1S and REMIC IC Regular Interests LTIC-1IO)
      multiplied by (in the case of the Group 1 Securities other than the Class 1A-1
      Notes and Class 1A-2 Notes and the Class 1P Certificates and Class 1A-R
      Certificates) a fraction, the numerator of which is 30 and the denominator
      of
      which is the actual number of days in the related Accrual Period.

     

    Group
      1 Notes:
      Class
      1A-1, Class 1A-2, Class 1A-3, Class 1M-1, Class 1M-2, Class 1M-3, Class 1M-4,
      Class 1M-5, Class 1M-6, Class 1M-7, Class 1M-8, Class 1M-9, Class 1B-1 and
      Class
      1B-2 Notes.

     

    Group
      1 Overcollateralization Amount:
      For any
      Payment Date and the Group 1 Loans, the amount, if any, by which (x) the
      Aggregate Collateral Balance with respect to such Loan Group for such Payment
      Date exceeds (y) the aggregate Class Principal Balance of all of the Group
      1 Notes and the Class 1P Certificates and Class 1A-R Certificates.

     

    Group
      1 Overcollateralization Deficiency:
      For any
      Payment Date and the Group 1 Loans the amount, if any, by which (x) the Group
      1
      Targeted Overcollateralization Amount for such Payment Date exceeds (y) the
      Group 1 Overcollateralization Amount for such Payment Date, calculated for
      this
      purpose after giving effect to the reduction on such Payment Date of the
      aggregate Class Principal Balance of the Group 1 Notes and the Class 1P
      Certificates and Class 1A-R Certificates resulting from the payment of the
      Principal Payment Amount or Principal Collections, as applicable, on such
      Payment Date, but prior to allocation of any Applied Loss Amount on such Payment
      Date.

     

    Group
      1 Overcollateralization Release Amount:
      For any
      Payment Date and the Group 1 Loans, the lesser of (x) the Principal
      Remittance Amount for such Loan Group for such Payment Date and (y) the amount,
      if any, by which (1) the Group 1 Overcollateralization Amount for such date,
      calculated for this purpose on the basis of the assumption that 100% of the
      aggregate of the related Principal Remittance Amount and related Excess Cashflow
      Loss Payment for such date is applied on such date in reduction of the aggregate
      of the Class Principal Balances of the Group 1 Notes and the Class 1A-R
      Certificates and Class 1P Certificates exceeds (2) the Group 1 Targeted
      Overcollateralization Amount for such date.

     

    Group
      1 Overfunded Interest Amount:
      With
      respect to any Subsequent Transfer Date and the Subsequent Loans for the Group
      1
      Loans, the excess of (A) the amount on deposit in the Group 1 Capitalized
      Interest Account on such date over (B) the excess of (i) the amount of interest
      accruing at (x) the assumed weighted average Note Interest Rates of the Class
      1A, Class 1M and Class 1B Notes multiplied by (y) the related Pre-Funding Amount
      outstanding at the end of the related Collection Period for the total number
      of
      days remaining through the end of the Accrual Periods ending (a) May 25, 2006,
      (b) June 26, 2006 and (c) July 25, 2006 over (ii) one month of investment
      earnings on the amount on deposit in the related Capitalized Interest Account
      on
      such date at an annual rate of 1.750%. The assumed weighted average Note
      Interest Rate of the Class 1A, Class 1M and Class 1B Notes will be calculated
      assuming LIBOR is 5.000% for any Subsequent Transfer Date for the Subsequent
      Loans prior to the May 2006 Payment Date, 5.350% for any Subsequent Transfer
      Date for the Subsequent Loans prior to the June 2006 Payment Date and 5.700%
      for
      any Subsequent Transfer Date for the Subsequent Loans prior to the July 2006
      Payment Date.

     

    Group
      1 Securities:
      The
      Group 1 Notes and the Group 1 Certificates.

     

    Group
      1 Senior Enhancement Percentage:
      For any
      Payment Date the fraction, expressed as a percentage, the numerator of which
      is
      the sum of the Class Principal Balance of the Class 1M Notes and
      Class 1B Notes and the Group 1 Overcollateralization Amount (which, for
      purposes of this definition only, shall not be less than zero), in each case
      after giving effect to payments on such Payment Date, and the denominator of
      which is the Aggregate Collateral Balance of the Group 1 Loans for such Payment
      Date.

     

    Group
      1 Targeted Overcollateralization Amount:
      For any
      Payment Date prior to the related Stepdown Date and the Group 1 Loans, (i)
      5.50%
      of the related Aggregate Collateral Balance. With respect to any Payment Date
      on
      or after the related Stepdown Date, the greater of (a) 11.00% of the related
      Aggregate Collateral Balance for such Payment Date and (b) 0.50% of the related
      Aggregate Collateral Balance. With respect to any Payment Date on or after
      the
      related Stepdown Date with respect to which a related Trigger Event is in effect
      and is continuing, the Group 1 Targeted Overcollateralization Amount for the
      Payment Date immediately preceding such Payment Date. Notwithstanding the
      foregoing, on and after any Payment Date following the reduction of the
      aggregate Class Principal Balance of the Class 1A, Class 1M and Class 1B Notes
      to zero, the Group 1 Targeted Overcollateralization Amount shall be zero. Upon
      (x) written direction by the majority Holder of the Class 1X-1 Certificates
      and
      (y) the issuance by an affiliate of the Depositor of a credit enhancement
      contract in favor of REMIC IA which is satisfactory to the Rating Agencies
      and
      (z) receipt by the Indenture Trustee of an Opinion of Counsel, which opinion
      shall not be an expense of the Indenture Trustee or the Trust Fund, but shall
      be
      at the expense of the majority Holder of the Class 1X-1 Certificates, to the
      effect that such credit enhancement contract will not cause the imposition
      of
      any federal tax on the Trust Fund or the Noteholders or Certificateholders
      or
      cause REMIC IA, REMIC IB, REMIC IC and REMIC ID to fail to qualify as a REMIC
      at
      any time that any related Notes or Certificates are outstanding, the Group
      1
      Targeted Overcollateralization Amount shall be reduced to the level approved
      by
      the Rating Agencies as a result of such credit enhancement contract. Any credit
      enhancement contract referred to in the previous sentence shall be
      collateralized by cash or mortgage loans, provided that (i) the Aggregate Loan
      Balance of the Group 1 Loans collateralizing any such credit enhancement
      contract shall not be less than the excess, if any, of (x) the initial Group
      1
      Targeted Overcollateralization Amount over (y) the then-current Group 1
      Overcollateralization Amount and (ii) the issuance of any credit enhancement
      contract supported by mortgage loans shall not result in a downgrading of the
      ratings assigned by the Rating Agencies.

     

    Group
      2 Capitalized Interest Requirement:
      With
      respect to the May 2006 Payment Date, an amount equal to interest accruing
      during the related Accrual Period for the Class 2A Notes and Class 2M Notes
      and
      the Class G Certificates at a per annum rate equal to (x) the weighted average
      Note Interest Rate of the Class 2A Notes and Class 2M Notes and the Class G
      Certificates multiplied by (y) the related Pre-Funding Amount outstanding at
      the
      end of the related Collection Period. With respect to the June 2006 Payment
      Date, an amount equal to interest accruing during the related Accrual Period
      for
      the Class 2A and Class 2M Notes and the Class G Certificates at a per annum
      rate
      equal to (x) the weighted average Note Interest Rate of the Class 2A and Class
      2M Notes and the Class G Certificates for such Payment Date multiplied by (y)
      the sum of (c) the related Pre-Funding Amount at the end of the related
      Collection Period and (d) the aggregate Principal Balance of the related
      Subsequent Loans that do not have a first Due Date prior to June 1, 2006,
      transferred to the Trust during the related Collection Period. With respect
      to
      the July 2006 Payment Date, an amount equal to interest accruing during the
      related Accrual Period for the Class 2A Notes and Class 2M Notes and the Class
      G
      Certificates at a per annum rate equal to (x) the weighted average Note Interest
      Rate of the Class 2A Notes and Class 2M Notes and the Class G Certificates
      for
      such Payment Date multiplied by (y) the sum of (c) the related Pre-Funding
      Amount at the end of the related Collection Period and (d) the aggregate
      Principal Balance of the related Subsequent Loans that do not have a first
      Due
      Date prior to July 1, 2006, transferred to the Trust during the related
      Collection Period.

     

    Group
      2 Certificates:
      Class
      2P, Class 2X-1, Class 2X-2, Class 2A-R and Class G Certificates.

     

    Group
      2 Loan:
      An
      individual mortgage loan which is sold and assigned to the Depositor identified
      on the Loan Schedule, which Loan includes without limitation the Mortgage File,
      the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
      Proceeds, Insurance Proceeds, proceeds of any REO disposition, Additional
      Balances, any escrow accounts related to the Loan, and all other rights,
      benefits, proceeds and obligations arising from or in connection with such
      Loan,
      excluding replaced or repurchased mortgage loans. The Group 2 Loan are all
      HELOCs The Group 2 Loans shall be designated on the Loan Schedule attached
      as
      Exhibit A to the Servicing Agreement and Exhibit A to the Loan Purchase
      Agreement.

     

    Group
      2 Net Funds Cap:
      For any
      Payment Date and any Class of Group 2 Notes and the Class G, Class 2P and
      Class 2A-R Certificates the annual rate equal to a fraction, expressed as a
      percentage, (a) the numerator of which is (1) the sum of (A) the amount of
      interest which accrued on the Group 2 Loans during the immediately preceding
      Collection Period and (B) amounts withdrawn from the related Capitalized
      Interest Account to pay interest on the Group
      2
      Securities
      minus
      (2) the sum of the Servicing Fee, the Indenture Trustee Fee and the Credit
      Risk
      Manager Fee on the Group 2 Loans for that Payment Date and (b) the denominator
      of which is the product of (1) the Aggregate Collateral Balance of the Group
      2
      Loans as of the immediately preceding Payment Date (or as of the Cut-off Date
      with respect to the first Payment Date) and (2)(x) 1/12 in the case of the
      Class
      2P Certificates and Class 2A-R Certificates and (y) the actual number
      of
      days in the related Accrual Period divided by 360
      with
      respect to any Group 2 Notes and the Class G Certificates. In the case of the
      Class 2A-1 Notes and the Class G Certificates, such rate shall be reduced by
      a
      per annum rate equal to the product of (1) 0.150% and (2) a fraction, the
      numerator of which is 30 and the denominator of which is the actual number
      of
      days in the related Accrual Period. For federal income tax purposes, however,
      as
      to any Payment Date will be the equivalent of the foregoing, expressed as a
      per
      annum rate equal to the weighted average of the Uncertificated Pass-Through
      Rates on the REMIC IIB Regular Interests multiplied by (in the case of the
      Group
      2 Notes and the Class G Certificates) a fraction, the numerator of which is
      30
      and the denominator of which is the actual number of days in the related Accrual
      Period.

     

    Group
      2 Notes:
      Class
      2A-1, Class 2M-1 and Class 2M-2 Notes.

     

    Group
      2 Overcollateralization Amount:
      For any
      Payment Date and the Group 2 Loans, the amount, if any, by which (x) the
      Aggregate Collateral Balance with respect to such Loan Group for such Payment
      Date exceeds (y) the aggregate Class Principal Balance of all of the Group
      2 Notes and the Class G, Class 2P and Class 2A-R Certificates after giving
      effect to payments on such Payment Date.

     

    Group
      2 Overcollateralization Deficiency:
      For any
      Payment Date and the Group 2 Loans the amount, if any, by which (x) the Group
      2
      Targeted Overcollateralization Amount for such Payment Date exceeds (y) the
      Group 2 Overcollateralization Amount for such Payment Date, calculated for
      this
      purpose after giving effect to the reduction on such Payment Date of the
      aggregate Class Principal Balance of the Group 2 Notes and the Class G,
      Class 2P and Class 2A-R Certificates resulting from the payment of the Principal
      Payment Amount or Principal Collections, as applicable, on such Payment Date,
      but prior to allocation of any Applied Loss Amount on such Payment
      Date.

     

    Group
      2 Overcollateralization Release Amount:
      For any
      Payment Date and the Group 2 Loans, the lesser of (x) the Principal
      Remittance Amount for such Loan Group for such Payment Date and (y) the amount,
      if any, by which (1) the Group 2 Overcollateralization Amount for such date,
      calculated for this purpose on the basis of the assumption that 100% of the
      aggregate of the related Principal Remittance Amount and related Excess Cashflow
      Loss Payment for such date is applied on such date in reduction of the aggregate
      of the Class Principal Balances of the Group 2 Notes and the Class G, Class
      2A-R and Class 2P Certificates, exceeds (2) the Group 2 Targeted
      Overcollateralization Amount for such date.

     

    Group
      2 Overfunded Interest Amount:
      With
      respect to any Subsequent Transfer Date and the Subsequent Loans for the Group
      2
      Loans, the excess of (A) the amount on deposit in the Group 2 Capitalized
      Interest Account on such date over (B) the excess of (i) the amount of interest
      accruing at (x) the assumed weighted average Note Interest Rates of the Class
      2A
      Notes and Class 2M Notes and Class G Certificates multiplied by (y) the related
      Pre-Funding Amount outstanding at the end of the related Collection Period
      for
      the total number of days remaining through the end of the Accrual Periods ending
      (a) May 25, 2006, (b) June 26, 2006 and (c) July 25, 2006 over (ii) one month
      of
      investment earnings on the amount on deposit in the Group 2 Capitalized Interest
      Account on such date at an annual rate of 1.750%. The assumed weighted average
      Note Interest Rate of the related Class 2A Notes and Class 2M Notes and Class
      G
      Certificates will be calculated assuming LIBOR is 5.000% for any Subsequent
      Transfer Date for the Subsequent Loans prior to the May 2006 Payment Date,
      5.350% for any Subsequent Transfer Date for the Subsequent Loans prior to the
      June 2006 Payment Date and 5.700% for any Subsequent Transfer Date for the
      Subsequent Loans prior to the July 2006 Payment Date.

     

    Group
      2 Securities:
      The
      Class 2A-1, Class 2M-1 and Class 2M-2 Notes, and the Class 2P, Class 2X-1,
      Class
      2X-2, Class 2A-R and Class G Certificates.

     

    Group
      2 Senior Enhancement Percentage:
      For any
      Payment Date the fraction, expressed as a percentage, the numerator of which
      is
      the sum of the Class Principal Balance of the Class 2M Notes and the
      Group 2 Overcollateralization Amount (which, for purposes of this definition
      only, shall not be less than zero), in each case after giving effect to payments
      on such Payment Date, and the denominator of which is the Aggregate Collateral
      Balance of the Group 2 Loans for such Payment Date over the outstanding Class
      Principal Balance of the Class G Certificates.

     

    Group
      2 Targeted Overcollateralization Amount:
      For any
      Payment Date prior to the related Stepdown Date and the Group 2 Loans, the
      sum
      of (i) 2.10% of the related Aggregate Collateral Balance and (ii) the Additional
      Balance Advance Amount for that Payment Date. With respect to any Payment Date
      on or after the related Stepdown Date, the greater of (a) 4.20% of the related
      Aggregate Collateral Balance for such Payment Date and (b) 0.50% of the related
      Aggregate Collateral Balance. With respect to any Payment Date on or after
      the
      related Stepdown Date with respect to which a related Trigger Event is in effect
      and is continuing, the Group 2 Targeted Overcollateralization Amount for the
      Payment Date immediately preceding such Payment Date. Notwithstanding the
      foregoing, on and after any Payment Date following the reduction of the
      aggregate Class Principal Balance of the Class 2A Notes and Class 2M Notes
      to
      zero, the Group 2 Targeted Overcollateralization Amount shall be zero. Upon
      (x)
      written direction by the majority Holder of the Class 2X-1 Certificates and
      (y)
      the issuance by an affiliate of the Depositor of a credit enhancement contract
      in favor of REMIC IIA which is satisfactory to the Rating Agencies and (z)
      receipt by the Indenture Trustee of an Opinion of Counsel, which opinion shall
      not be an expense of the Indenture Trustee or the Trust Fund, but shall be
      at
      the expense of the majority Holder of the Class 2X-1 Certificates, to the effect
      that such credit enhancement contract will not cause the imposition of any
      federal tax on the Trust Fund or the Noteholders or Certificateholders or cause
      REMIC IIA, REMIC IIB and REMIC IIC to fail to qualify as a REMIC at any time
      that any related Notes or Certificates are outstanding, the Group 2 Targeted
      Overcollateralization Amount shall be reduced to the level approved by the
      Rating Agencies as a result of such credit enhancement contract. Any credit
      enhancement contract referred to in the previous sentence shall be
      collateralized by cash or mortgage loans, provided that (i) the Aggregate Loan
      Balance of the Group 2 Loans collateralizing any such credit enhancement
      contract shall not be less than the excess, if any, of (x) the initial Group
      2
      Targeted Overcollateralization Amount over (y) the then-current Group 2
      Overcollateralization Amount and (ii) the issuance of any credit enhancement
      contract supported by mortgage loans shall not result in a downgrading of the
      ratings assigned by the Rating Agencies.

     

    HELOC:
      An
      individual adjustable rate, residential home equity revolving line of credit
      secured by a first or second deed of trust or mortgage, including any Additional
      Balances with respect thereto, each HELOC sold and subject to this Agreement
      being identified on the Loan Schedule and being identified as a HELOC. The
      Group
      2 Loans are all HELOCs.

     

    Highest
      Priority:
      As of
      any date of determination, the related Class of Subordinate Notes then
      outstanding with a Class Principal Balance greater than zero, with the highest
      priority for payments pursuant to Section 3.05(j) of the Indenture, in the
      following order of decreasing priority with respect to the Group 1 Notes: Class
      1M-1, Class 1M-2, Class 1M-3, Class 1M-4, Class 1M-5, Class 1M-6, Class 1M-7,
      Class 1M-8, Class 1M-9, Class 1B-1 and Class 1B-2 Notes; and with respect to
      the
      Group 2 Notes,: Class 2M-1 Notes and Class 2M-2 Notes.

     

    Holder:
      Any of
      the Noteholders or Certificateholders.

     

    HUD:
      The
      United States Department of Housing and Urban Development and any successor
      thereto.

     

    Indemnified
      Party:
      The
      meaning specified in Section 7.02 of the Trust Agreement.

     

    Indenture:
      The
      indenture dated as of the Closing Date between the Issuer, as issuer and the
      Indenture Trustee, as indenture trustee.

     

    Indenture
      Trustee:
      U.S.
      Bank National Association, and its successors and assigns or any successor
      indenture trustee appointed pursuant to the terms of the Indenture.

     

    Indenture
      Trustee Fee:
      As to
      each Loan and any Payment Date, an amount equal to one month’s interest at the
      Indenture Trustee Fee Rate on the Stated Principal Balance of such Loan as
      of
      the Due Date in the month of such Payment Date (prior to giving effect to any
      Scheduled Payments due on such Loan on such Due Date).

     

    Indenture
      Trustee Fee Rate:
      With
      respect to any Payment Date, 0.0075% per annum.

     

    Independent:
      When
      used with respect to any specified Person, the Person (i) is in fact independent
      of the Issuer, any other obligor on the Notes, the Seller, the Issuer, the
      Depositor and any Affiliate of any of the foregoing Persons, (ii) does not
      have
      any direct financial interest or any material indirect financial interest in
      the
      Issuer, any such other obligor, the Seller, the Issuer, the Depositor or any
      Affiliate of any of the foregoing Persons and (iii) is not connected with the
      Issuer, any such other obligor, the Seller, the Depositor or any Affiliate
      of
      any of the foregoing Persons as an officer, employee, promoter, underwriter,
      trustee, partner, director or person performing similar functions.

     

    Independent
      Certificate:
      A
      certificate or opinion to be delivered to the Indenture Trustee under the
      circumstances described in, and otherwise complying with, the applicable
      requirements of Section 10.01 of the Indenture, made by an Independent
      appraiser or other expert appointed by an Issuer Order, and such opinion or
      certificate shall state that the signer has read the definition of “Independent”
in this Indenture and that the signer is Independent within the meaning
      thereof.

     

    Index:
      With
      respect to any HELOC, the index identified on the Loan Schedule and set forth
      in
      the related Mortgage Note for the purpose of calculating the Mortgage Interest
      Rate thereon.

     

    Initial
      Class 1A-R Certificate Balance:
      $100.00.

     

    Initial
      Class 1P Certificate Balance:
      $100.00.

     

    Initial
      Class 2A-R Certificate Balance:
      $100.00.

     

    Initial
      Class 2P Certificate Balance:
      $100.00.

     

    Initial
      Class G Certificate Balance:
      $0.00.


     

    Initial
      Group 1 Loan:
      A Group
      1 Loan conveyed to the Trust on the Closing Date pursuant to the Indenture
      as
      identified on the Loan Schedule delivered to the Indenture Trustee on the
      Closing Date.

     

    Initial
      Group 2 Loan:
      A Group
      2 Loan conveyed to the Trust on the Closing Date pursuant to the Indenture
      as
      identified on the Loan Schedule delivered to the Indenture Trustee on the
      Closing Date.

     

    Initial
      Loan:
      A Loan
      conveyed to the Trust on the Closing Date pursuant to the Indenture as
      identified on the Loan Schedule delivered to the Indenture Trustee on the
      Closing Date.

     

    Initial
      Note Balance:
      With
      respect to the (i) Class 1A-1 Notes, $205,670,000, (ii) the Class 1A-2
      Notes, $25,700,000, (iii)  the Class 1A-3 Notes, $25,700,000, (iv) the
      Class 1M-1 Notes, $15,750,000, (v) the Class 1M-2 Notes, $18,200,000, (vi)
      the
      Class 1M-3 Notes $7,000,000, (vii) the Class 1M-4 Notes, $8,750,000, (viii)
      the
      Class 1M-5 Notes, $7,350,000, (ix) Class 1M-6 Notes, $5,600,000, (x) the
      Class 1M-7 Notes, $6,470,000, (xi) the Class 1M-8 Notes, $4,900,000, (xiii)
      the
      Class 1M-9 Notes, $4,550,000, (xiii) the Class 1B-1 Notes, $7,000,000, (xiv)
      the
      Class 1B-2 Notes, $4,000,000, (xv) the Class 2A-1 Notes, $240,000,000, (xvi)
      the
      Class 2M-1 Notes, $2,250,000 and (xvii) the Class 2M-2 Notes,
      $2,500,000.

     

    Insolvency
      Event:
      With
      respect to a specified Person, (a) the filing of a decree or order for relief
      by
      a court having jurisdiction in the premises in respect of such Person or any
      substantial part of its property in an involuntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
      or
      similar official for such Person or for any substantial part of its property,
      or
      ordering the winding-up or liquidation of such Person’s affairs, and such decree
      or order shall remain unstayed and in effect for a period of 60 consecutive
      days; or (b) the commencement by such Person of a voluntary case under any
      applicable bankruptcy, insolvency or other similar law now or hereafter in
      effect, or the consent by such Person to the entry of an order for relief in
      an
      involuntary case under any such law, or the consent by such Person to the
      appointment of or taking possession by a receiver, liquidator, assignee,
      custodian, trustee, sequestrator or similar official for such Person or for
      any
      substantial part of its property, or the making by such Person of any general
      assignment for the benefit of creditors, or the failure by such Person generally
      to pay its debts as such debts become due or the admission by such Person in
      writing (as to which a Responsible Officer of the Indenture Trustee shall have
      received notice) of its inability to pay its debts generally, or the adoption
      by
      the Board of Directors or managing member of such Person of a resolution which
      authorizes action by such Person in furtherance of any of the
      foregoing.

     

    Insurance
      Account:
      The
      account created and maintained pursuant to Section 12.02 of the Indenture.
      The
      Insurance Account shall be an Eligible Account.

     

    Insurance
      Agreement:
      The
      Insurance and Indemnity Agreement, dated as of April 28, 2006 among the
      Indenture Trustee, the Sponsor, the Issuer, the Depositor and the Securities
      Insurer, including any amendments and supplements thereto in accordance with
      the
      terms thereof.

     

    Insured
      Payment:
      With
      respect to the Class 2A-1 Notes and Class G Certificates, (a) as of any Payment
      Date, any Deficiency Amount and (b) any Preference Amount.

     

    Insurance
      Proceeds:
      Proceeds paid by any insurer pursuant to any insurance policy covering a Loan
      which are required to be remitted to the related Servicer, net of any component
      thereof (i) covering any expenses incurred by or on behalf of the related
      Servicer in connection with obtaining such proceeds, (ii) that is applied to
      the
      restoration or repair of the related Mortgaged Property, (iii) released to
      the
      Mortgagor in accordance with the related Servicer’s normal servicing procedures
      or (iv) required to be paid to any holder of a mortgage senior to such
      Loan.

     

    Insured
      Securities:
      means
      the Class 2A-1 Notes and the Class G Certificates.

     

    Insurer:
      Financial Guaranty Insurance Company, and its successors and
      assigns.

     

    Insurer
      Default:
      The
      existence and continuance of a failure by the Insurer to make a payment required
      under the Policy in accordance with its terms.

     

    Insurer
      Premium:
      means
      the premium payable in accordance with the Policy which shall be an amount
      equal
      to 1/12th of the product of (i) the Premium Percentage and (ii) the
      aggregate Class Principal Balance of the Insured Securities on each Payment
      Date
      (prior to giving effect to any distributions of principal to be made on such
      Payment Date).

     

    Insurer
      Reimbursement Amount:
      The sum
      of (a) the aggregate unreimbursed amount of any payments made by the Insurer
      under the Policy, together with interest on such amount from the date of payment
      by the Insurer until paid in full at the Late
      Payment Rate
      (as
      defined in the Insurance Agreement) and (b) any other amounts owed to the
      Insurer under the Class I-A Insurance Agreement or pursuant to Section
      3.03.

     

    Interest
      Remittance Amount:
      With
      respect to any Payment Date and Loan Group 1 or Loan Group 2, applicable, (A)
      the sum of the following:

     

    (i) all
      interest collected (other than Payaheads and any interest collections allocated
      to the Reimbursable Excluded Amount in the case of Loan Group 2, or advanced
      in
      respect of Scheduled Payments on the Loans during the related Collection Period,
      the interest portion of Payaheads previously received and intended for
      application in the related Collection Period and the interest portion of all
      prepayments received on the loans during the related Prepayment Period, less
      the
      Servicing Fee, the Credit Risk Manager Fee, the Indenture Trustee Fee with
      respect to such Loans and unreimbursed Advances due to a Servicer or the
      Indenture Trustee with respect to the Loans and in the case Loan Group 2, the
      Insurer Premium due to the Securities Insurer.

     

    (ii) the
      portion of any Substitution Amount or purchase price paid with respect to such
      Group
      1
      Loans or Group 2 Loan, as applicable,
      during
      the related Collection Period allocable to interest and the interest portion
      of
      the Termination Price paid in connection with any related Optional
      Termination;

     

    (iii) all
      Net
      Liquidation Proceeds, Net Recoveries and Subsequent Recoveries (net of any
      unpaid related Servicing Fees and unreimbursed Advances) collected with respect
      to the Group 1 Loans or Group 2 Loan, as applicable, during the related
      Collection Period, in each case to the extent allocable to
      interest;

     

    (iv) all
      Compensating Interest Payments paid by each Servicer with respect to the Group
      1
      Loans it is servicing for such Payment Date; and

     

    (v) any
      amounts withdrawn from the Capitalized Interest Account to pay interest on
      the
      related Notes and Certificates with respect to such Payment Date.

     

    minus

     

    (B)
      with
      respect to the Group 1 Loans, amounts payable by the Trust to the Counterparty
      in respect of Net Swap Payments and Swap Termination Payments (other than Swap
      Termination Payments resulting from a Counterparty Trigger Event and to the
      extent not paid by the Indenture Trustee from any upfront payment received
      pursuant to any related replacement swap agreement that may be entered into
      by
      the Indenture Trustee) for such Payment Date (or, if such Payment Date is not
      also a Swap Payment Date, for the related Swap Payment Date).

     

    Interest
      Shortfall:
      For any
      Payment Date, the aggregate shortfall, if any, in collections of interest for
      the previous month (adjusted to the related Net Mortgage Rate) on Group 1 Loans
      or Group 2 Loans, as applicable, resulting from (a) related Principal
      Prepayments received during the related Prepayment Period to the extent not
      covered by Compensating Interest and (b) Relief Act Reductions.

     

    ISDA:
      International Swaps and Derivatives Association, Inc.

     

    ISDA
      Master Agreement:
      With
      respect to the Swap Agreement, the Master Agreement dated as of the Closing
      Date
      between the Indenture Trustee, on behalf of the Issuing Entity, and the
      Counterparty, including the Schedule thereto.

     

    Issuer,
      Issuing Entity, Owner Trust or Trust:
      The
      Home Equity Mortgage Trust 2006-2, a Delaware statutory trust, or its successor
      in interest, created by the Certificate of Trust.

     

    Issuer
      Request:
      A
      written order or request signed in the name of the Issuer by any one of its
      Authorized Officers and delivered to the Indenture Trustee.

     

    LIBOR:
      On each
      LIBOR Rate Adjustment Date, LIBOR shall be established by the Indenture Trustee
      and as to any Accrual Period, LIBOR will equal the rate for United States dollar
      deposits for one month which appears on the Dow Jones Telerate Screen Page
      3750
      as of 11:00 A.M., London time, on that LIBOR Rate Adjustment Date. Dow
      Jones Telerate Screen Page 3750 means the display designated as page 3750 on
      the
      Telerate Service or any other page as may replace page 3750 on that service
      for
      the purpose of displaying London interbank offered rates of major banks. If
      the
      rate does not appear on that page or any other page as may replace that page
      on
      that service, or if the service is no longer offered, any other service for
      displaying LIBOR or comparable rates as may be selected by the Indenture Trustee
      after consultation with the Seller, the rate will be the Reference Bank
      Rate.

     

    The
      establishment of LIBOR by the Indenture Trustee and the Indenture Trustee’s
      subsequent calculation of the Note Interest Rate applicable to the Class A,
      Class M and Class B Notes for the relevant Accrual Period, in the
      absence of manifest error, will be final and binding.

     

    LIBOR
      Business Day:
      Any day
      other than (i) a Saturday or a Sunday or (ii) a day on which banking
      institutions in the city of London, England or New York, New York are required
      or authorized by law to be closed.

     

    LIBOR
      Rate Adjustment Date:
      With
      respect to the first Payment Date, the second LIBOR Business Day preceding
      the
      Closing Date, and thereafter, the second LIBOR Business Day preceding each
      Accrual Period.

     

    Lien:
      Any
      mortgage, deed of trust, pledge, conveyance, hypothecation, assignment,
      participation, deposit arrangement, encumbrance, lien (statutory or other),
      preference, priority right or interest or other security agreement or
      preferential arrangement of any kind or nature whatsoever, including, without
      limitation, any conditional sale or other title retention agreement, any
      financing lease having substantially the same economic effect as any of the
      foregoing and the filing of any financing statement under the UCC (other than
      any such financing statement filed for informational purposes only) or
      comparable law of any jurisdiction to evidence any of the foregoing;
provided,
      however,
      that
      any assignment pursuant to Section 6.02 of the Servicing Agreement shall
      not be deemed to constitute a Lien.

     

    Liquidated
      Loan:
      With
      respect to any Payment Date, any Loan in respect of which the related Servicer
      has determined, in accordance with the servicing procedures specified in the
      Servicing Agreement, as of the end of the related Collection Period that
      substantially all Liquidation Proceeds which it reasonably expects to recover,
      if any, with respect to the disposition of the Loan and any related REO have
      been recovered. 

     

    Liquidation
      Expenses:
      All
      out-of-pocket expenses (exclusive of overhead) incurred by or on behalf of
      the
      Servicer in connection with the liquidation of any Loan and not recovered under
      any insurance policy, including legal fees and expenses, any unreimbursed amount
      expended (including, without limitation, amounts advanced to cure defaults
      on
      any mortgage loan which is senior to such Loan and amounts advanced to keep
      current or pay off a mortgage loan that is senior to such Loan) respecting
      such
      Loan and any related and unreimbursed expenditures for real estate property
      taxes or for property restoration, preservation or insurance against casualty
      loss or damage.

     

    Liquidation
      Proceeds:
      Amounts
      received in connection with the partial or complete liquidation of a defaulted
      Loan, whether through the sale or assignment of such Loan, trustee’s sale,
      foreclosure sale or otherwise remaining after, or not otherwise required to
      be
      applied to, the satisfaction of any related first lien loan, less the sum of
      unreimbursed Servicing Advances and Advances.

     

    Loan:
      Any of
      the Group 1 Loans or Group 2 Loans.

     

    Loan
      Agreement:
      With
      respect to any HELOC, the credit line account agreement executed by the related
      Mortgagor and any amendment or modification thereof.

     

    Loan
      File:
      With
      respect to each Loan, the documents indicated on Exhibit C to the Loan
      Purchase Agreement.

     

    Loan
      Group:
      Either
      the Group 1 Loans or Group 2 Loans.

     

    Loan
      Purchase Agreement:
      The
      loan purchase agreement dated the Closing Date among the Seller, as assignor,
      the Depositor, as assignee, the Indenture Trustee and the Issuer.

     

    Loan
      Schedule:
      The
      schedule of Loans transferred to the Issuer, a copy of which shall be attached
      as Exhibit A to the Servicing Agreement and as Exhibit A to the Loan
      Purchase Agreement, which schedule shall be amended or supplemented to include
      Subsequent Loans as they are transferred to the Issuer and which sets forth
      as
      to each Loan, among other things:

     

    
      	(i)  	
              the
                Loan identifying number;

            


    

     

    
      	(ii)  	
              a
                code indicating the type of Mortgaged Property and the occupancy
                status;

            


    

     

    
      	(iii)  	
              a
                code indicating the Servicer of the
                Loan;

            


    

     

    
      	(iv)  	
              the
                original months to maturity;

            


    

     

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

            


    

     

    
      	(vi)  	
              the
                Combined Loan-to-Value Ratio at
                origination;

            


    

     

    
      	(vii)  	
              the
                related borrower’s debt-to-income ratio at
                origination;

            


    

     

    
      	(viii)  	
              the
                related borrower’s Credit Score
                at
                origination;

            


    

     

    
      	(ix)  	
              the
                Mortgage Rate Interest as of the Cut-off
                Date;

            


    

     

    
      	(x)  	
              the
                stated maturity date;

            


    

     

    
      	(xi)  	
              the
                amount of the Scheduled Payment as of the Cut-off
                Date;

            


    

     

    
      	(xii)  	
              the
                original principal amount of the
                Loan;

            


    

     

    
      	(xiii)  	
              the
                principal balance of the Loan as of the close of business on the
                Cut-off
                Date, after deduction of payments of principal due on or before the
                Cut-off Date whether or not
                collected;

            


    

     

    
      	(xiv)  	
              the
                purpose of the Loan (i.e., purchase, rate and term refinance, equity
                take-out refinance);

            


    

     

    
      	(xv)  	
              a
                code indicating whether a Prepayment Charge is required to be paid
                in
                connection with a prepayment of the Loan and the term and the amount
                of
                the Prepayment Charge;

            


    

     

    
      	(xvi)  	
              an
                indication whether the Loan accrues interest at an adjustable Mortgage
                Interest Rate or a fixed Mortgage Interest
                Rate;

            


    

     

    
      	(xvii)  	
              the
                index that is associated with such Loan, if
                applicable;

            


    

     

    
      	(xviii)  	
              the
                gross margin, if applicable;

            


    

     

    
      	(xix)  	
              the
                periodic rate cap, if applicable;

            


    

     

    
      	(xx)  	
              the
                minimum mortgage rate, if
                applicable;

            


    

     

    
      	(xxi)  	
              the
                maximum mortgage rate, if
                applicable;

            


    

     

    
      	(xxii)  	
              the
                first adjustment date after the Cut-off Date, if
                applicable;

            


    

     

    
      	(xxiii)  	
              the
                Servicing Fee Rate;

            


    

     

    
      	(xxiv)  	
              the
                Expense Fee Rate;

            


    

     

    
      	(xxv)  	
              a
                code indicating whether the Loan is a MERS Loan and, if so, its
                corresponding MIN; and

            


    

     

    
      	(xxvi)  	
              a
                code indicating whether the Loan is a Balloon
                Loan.

            


    

     

    
      	(xxvii)  	
              with
                respect to each Loan that is not a HELOC, the amount of the Monthly
                Payment as of the Cut-off Date and with respect to each HELOC, the
                amount
                of the Minimum Monthly Payment as of the Cut off
                Date;

            


    

     

    
      	(xxviii)  	
              a
                code indicating whether the Loan is a Group 1 Loan or Group 2 Loan;
                and

            


    

     

    
      	(xxix)  	
              with
                respect to each HELOC, the Credit
                Limit;

            


    

     

    
      	(xxx)  	
              with
                respect to each HELOC, the Draw
                Period;

            


    

     

    
      	(xxxi)  	
              with
                respect to each HELOC, the amortization
                period;

            


    

     

    
      	(xxxii)  	
              with
                respect to each HELOC, the first Adjustment Date and the Adjustment
                Date
                frequency;

            


    

     

    
      	(xxxiii)  	
              with
                respect to each HELOC, the Index;

            


    

     

    
      	(xxxiv)  	
              with
                respect to each HELOC, the Gross
                Margin;

            


    

     

    
      	(xxxv)  	
              with
                respect to each HELOC, the Maximum Mortgage Interest Rate under the
                terms
                of the Mortgage Note;

            


    

     

    
      	(xxxvi)  	
              with
                respect to each HELOC, the Minimum Mortgage Interest Rate under the
                terms
                of the Mortgage Note;

            


    

     

    
      	(xxxvii)  	
              with
                respect to each HELOC, the first Adjustment Date immediately following
                the
                related Cut-off Date;

            


    

     

    
      	(xxxviii)  	
              with
                respect to each HELOC, the Index;
                and

            


    

     

    
      	(xxxix)  	
              with
                respect to each HELOC, the termination
                fees.

            


    

     

    Such
      schedule may consist of multiple reports that collectively set forth all of
      the
      information required.

     

    Loan-to-Value
      Ratio or LTV:
      With
      respect to any Loan, the ratio of the original outstanding principal amount
      of
      the Loan or with respect to any HELOC, the related Credit Limit, to the
      Appraised Value of the related Mortgaged Property.

     

    Lost
      Note Affidavit:
      With
      respect to any Loan as to which the original Mortgage Note has been permanently
      lost or destroyed and has not been replaced, an affidavit from the Seller
      certifying that the original Mortgage Note has been lost, misplaced or destroyed
      (together with a copy of the related Mortgage Note).

     

    Majority
      Servicer:
      With
      respect to each Loan Group, the Servicer servicing the largest percentage by
      Principal Balance of outstanding Loans in such Loan Group on the related
      Optional Termination Date; provided, however, that if such Servicer does not
      exercise its right to purchase the Loans under Section 10.18 of the Indenture,
      each other Servicer, in sequential order from the Servicer servicing the second
      largest percentage in such Loan Group, the third largest percentage, and so
      forth, to the Servicer servicing the smallest percentage, in each case by
      Principal Balance of outstanding Loans on the related Optional Termination
      Date,
      shall be the Majority Servicer.

     

    Managed
      Amortization Period:
      With
      respect to Loan Group 2, the period beginning on the Cut-off Date and ending
      on
      the occurrence of a Rapid Amortization Event.

     

    Marker
      Rate:
      With
      respect to the Class 1X-1 Certificates and any Payment Date, a per annum rate
      equal to two (2) times the weighted average of the Uncertificated REMIC IC
      Pass-Through Rates for REMIC IC Regular Interests LTIC-1A-1, LTIC-1A-2,
      LTIC-1A-3, LTIC-1M-1, LTIC-1M-2, LTIC-1M-3, LTIC-1M-4, LTIC-1M-5, LTIC-1M-6,
      LTIC-1M-7, LTIC-1M-8, LTIC-1M-9, LTIC-1B-1, LTIC-1B-2 and LTIC-1ZZ, with the
      per
      annum rate on each such REMIC IC Regular Interests (other than REMIC IC Regular
      Interest LTIC-1ZZ) subject to a cap equal to the Note Interest Rate on the
      Corresponding Note for the purpose of this calculation; and with the per annum
      rate on REMIC IC Regular Interest LTIC-1ZZ subject to a cap of zero for the
      purpose of this calculation; provided, however, that for this purpose, the
      calculation of the Uncertificated REMIC IC Pass-Through Rate and the related
      cap
      with respect to each such REMIC IC Regular Interest (other than REMIC IC Regular
      Interests LTIC-1A-1, LTIC-1A-2 and LTIC-1ZZ) shall be multiplied by a fraction,
      the numerator of which is the actual number of days in the Accrual Period and
      the denominator of which is thirty (30). 

     

    With
      respect to the Class 2X-1 Certificates and any Payment Date, a per annum rate
      equal to two (2) times the weighted average of the Uncertificated REMIC IIB
      Pass-Through Rates for REMIC IIB Regular Interests LTIIB-2A-1, LTIIB-2M-1,
      LTIIB-2M-2 and LTIIB-2ZZ, with the per annum rate on each such REMIC IIB Regular
      Interests (other than REMIC IIB Regular Interest LTIIB-2ZZ) subject to a cap
      equal to the Note Interest Rate on the Corresponding Note for the purpose of
      this calculation, with the cap on REMIC IIB Regular Interests LTIIB-2A-1
      increased by a per annum rate equal to 0.150% for the purposes of this
      calculation; and with the per annum rate on REMIC IIB Regular Interest LTIIB-2ZZ
      subject to a cap of zero for the purpose of this calculation; provided, however,
      that for this purpose, the calculation of the Uncertificated REMIC IIB
      Pass-Through Rate and the related cap with respect to each such REMIC IIB
      Regular Interest (other than REMIC IIB Regular Interest LTIIB-2ZZ) shall be
      multiplied by a fraction, the numerator of which is the actual number of days
      in
      the Accrual Period and the denominator of which is thirty (30).

     

    Maximum
      Interest Rate:
      With
      respect to any Payment Date and Loan Group 2, an amount equal to the weighted
      average of the Mortgage Interest Rates of the Group 2 Loans as of the last
      day
      of the Collection Period immediately preceding such Payment Date less the sum
      of
      the Servicing Fee Rate, the Indenture Trustee Fee Rate and the Credit Risk
      Manager Fee Rate on the Group 2 Loans multiplied by 30 divided by the actual
      number of days in the related Accrual Period.

     

    Maximum
      Mortgage Interest Rate:
      With
      respect to each Group 2 Loan, a rate that is set forth on the related Loan
      Schedule and in the related Mortgage Note and is the maximum interest rate
      to
      which the Mortgage Interest Rate on such Group 2 Loan may be increased on any
      Adjustment Date.

     

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

     

    MERS®
      System:
      The
      system of recording transfers of Mortgages electronically maintained by
      MERS.

     

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

     

    Minimum
      Monthly Payment:
      With
      respect to any HELOC and any month, the minimum monthly payment required to
      be
      paid by the related Mortgagor in that month pursuant to the terms of the related
      Loan Agreement.

     

    Minimum
      Mortgage Interest Rate:
      With
      respect to each Group 2 Loan, a rate that is set forth on the related Loan
      Schedule and in the related Mortgage Note and is the minimum interest rate
      to
      which the Mortgage Interest Rate on such Loan may be decreased on any Adjustment
      Date.

     

    MOM
      Loan:
      Any
      Loan for which MERS acts as the mortgagee of such Loan, solely as nominee for
      the originator of such Loan and its successors and assigns, at the origination
      thereof.

     

    Monthly
      Excess Cashflow:
      For any
      Payment Date and either Loan Group, an amount equal to the sum of (1) the
      related Monthly Excess Interest and (2) the related Overcollateralization
      Release Amount for such Payment Date.

     

    Monthly
      Excess Interest:
      As to
      any Payment Date, the sum of (A) the related Interest Remittance Amount
      remaining after the application of payments pursuant to clauses (i) through
      (xiv) of Section 3.05(b)(I) or clauses (i) through (vi) of Section 3.05(b)(II)
      of the Indenture plus (B) the related Principal Payment Amount remaining after
      the application of payments pursuant to clauses (i) through (xiii) of Section
      3.05(c)(I) or (d)(I) or clauses (i) through (v) of Section 3.05(v)(II) or
      (d)(II) of the Indenture.

     

    Monthly
      Payment:
      With
      respect to any Loan that is not a HELOC and any Due Date, the payment of
      principal and interest due thereon in accordance with the amortization schedule
      at the time applicable thereto and with respect to any HELOC, the Minimum
      Monthly Payment (in each case, after adjustment, if any, for partial Principal
      Prepayments and for Deficient Valuations occurring prior to such Due Date but
      before any adjustment to such amortization schedule by reason of any bankruptcy,
      other than a Deficient Valuation, or similar proceeding or any moratorium or
      similar waiver or grace period).

     

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

     

    Mortgage:
      The
      mortgage, deed of trust or other instrument securing a Mortgage Note which
      creates a first or junior lien on an unsubordinated estate in fee simple in
      real
      property securing the Mortgage Note; except that with respect to real property
      located in jurisdictions in which the use of leasehold estates for residential
      properties is a widely-accepted practice, the mortgage, deed of trust or other
      instrument securing the Mortgage Note may secure and create a first or junior
      lien upon a leasehold estate of the Mortgagor.

     

    Mortgage
      File:
      The
      Mortgage documents pertaining to a particular Initial Loan or Subsequent Loan
      and any additional documents delivered to the Indenture Trustee or the related
      Custodian to be added to the Mortgage File pursuant to the Indenture or the
      related Custodial Agreement.

     

    Mortgage
      Interest Rate:
      The
      annual rate at which interest accrues on any Loan in accordance with the
      provisions of the related Mortgage Note.

     

    Mortgage
      Note:
      With
      respect to a Loan, the mortgage note, Loan Agreement or other evidence of the
      indebtedness pursuant to which the related Mortgagor agrees to pay the
      indebtedness evidenced thereby and secured by the related Mortgage as modified
      or amended.

     

    Mortgaged
      Property:
      The
      underlying real property securing repayment of a Mortgage Note, consisting
      of a
      fee simple parcel of real estate or leasehold estate, the term of which is
      equal
      to or longer than the term of the related Mortgage Note.

     

    Mortgagor:
      The
      obligor or obligors under a Mortgage Note.

     

    National
      Housing Act:
      The
      National Housing Act of 1934, as amended.

     

    Net
      Liquidation Proceeds:
      With
      respect to any Liquidated Loan, Liquidation Proceeds net of Liquidation Expenses
      and unreimbursed Advances and unpaid Master Servicing Fees and Servicing Fees
      related thereto.

     

    Net
      Mortgage Rate:
      With
      respect to any Loan and any day, the related Mortgage Interest Rate less the
      sum
      of the related Servicing Fee Rate, the Excess Servicing Fee Rate (with respect
      a
      Group 1 Loan), the Indenture Trustee Fee Rate and the Credit Risk Manager Fee
      Rate.

     

    Net
      Swap Payment:
      With
      respect to each Swap Payment Date, the net payment required to be made pursuant
      to the terms of the Swap Agreement by either the Counterparty or the Indenture
      Trustee, on behalf of the Issuing Entity, which net payment shall not take
      into
      account any Swap Termination Payment.

     

    Net
      Recovery:
      Any
      proceeds received by a Servicer on a delinquent or Charged Off Loan (including
      any Liquidation Proceeds received on a Charged Off Loan), net of any Servicing
      Fee and any other related expenses.

     

    Nonrecoverable
      Advance:
      Any
      portion of an Advance or Servicing Advance previously made or proposed to be
      made by the applicable Servicer that, in the good faith judgment of the
      applicable Servicer will not be ultimately recoverable by the applicable
      Servicer from the related Mortgagor, related Liquidation Proceeds or
      otherwise.

     

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

     

    Note
      Balance:
      With
      respect to any Note and any date of determination, the product of (i) the
      Percentage Interest of such Note and (ii) the Class Principal Balance for such
      Class of Notes.

     

    Noteholder:
      The
      Person in whose name a Note is registered in the Note Register, except that,
      any
      Note registered in the name of the Depositor, the Issuer, the Indenture Trustee
      or any Affiliate of any of them shall be deemed not to be outstanding and the
      registered holder will not be considered a Noteholder or holder for purposes
      of
      giving any request, demand, authorization, direction, notice, consent or waiver
      under the Indenture or the Trust Agreement provided that, in determining whether
      the Indenture Trustee or the Owner Trustee shall be protected in relying upon
      any such request, demand, authorization, direction, notice, consent or waiver,
      only Notes that the Indenture Trustee or the Owner Trustee knows to be so owned
      shall be so disregarded. Owners of Notes that have been pledged in good faith
      may be regarded as Holders if the pledgee establishes to the satisfaction of
      the
      Indenture Trustee or the Owner Trustee the pledgee’s right so to act with
      respect to such Notes and that the pledgee is not the Issuer, any other obligor
      upon the Notes or any Affiliate of any of the foregoing Persons.

     

    Note
      Interest Rate:
      With
      respect to the Class A Notes (other than the Class 1A-1 Notes and Class
      1A-2 Notes), Class M Notes, Class B Notes and Class G Certificates and any
      Payment Date, a per annum rate equal to the lesser of (i) One-Month LIBOR
      plus the applicable Note Margin and (ii) the Net Funds Cap for that Payment
      Date. With respect to the Class 1A-1 Notes and any Payment Date, the lesser
      of
      (i) 5.3672% per annum and (ii) the related Net Funds Cap for that Payment Date;
      provided that after the first possible Optional Termination Date for the Group
      1
      Loans, clause (i) will increase by 0.50% per annum. With respect to the Class
      1A-2 Notes and any Payment Date, the lesser of (i) 5.4100% per annum and (ii)
      the related Net Funds Cap for that Payment Date; provided that after the first
      possible Optional Termination Date for Group 1 Loans, clause (i) will increase
      by 0.50% per annum. For the Class 1P, Class 2P, Class 1A-R and Class 2A-R
      Certificates, the related Net Funds Cap.

     

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

     

    (A) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest LTIC-1AA
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC IC Regular Interest LTIC-1AA;

     

    (B) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1A-1 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1A-1;

     

    (C) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1A-2 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1A-2;

     

    (D) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1A-3 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1A-3;

     

    (E) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1M-1 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1M-1;

     

    (H) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1M-2 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1M-2;

     

    (I) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1M-3 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1M-3;

     

    (J) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1M-4 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1M-4;

     

    (K) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1M-5 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1M-5;

     

    (L) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1M-6 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1M-6;

     

    (M) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1M-7 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1M-7;

     

    (N) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1M-8 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1M-8;

     

    (O) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1M-9 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1M-9;

     

    (P) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1B-1 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1B-1;

     

    (Q) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1B-2 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IC Regular Interest LTIC-1B-2;
      and

     

    (R) the
      Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest LTIC-1ZZ
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC IC Regular Interest LTIC-1ZZ.

     

    With
      respect to the Class 2X-1 Certificates and any Payment Date, a per annum rate
      equal to the percentage equivalent of a fraction, the numerator of which is
      the
      sum of the amounts calculated pursuant to clauses (A) through (E) below, and
      the
      denominator of which is the aggregate of the Uncertificated Principal Balances
      of REMIC IIB Regular Interest LTIIB-2AA, REMIC IIB Regular Interest LTIIB-2A-1,
      REMIC IIB Regular Interest LTIIB-2M-1, REMIC IIB Regular Interest LTIIB-2M-2
      and
      REMIC IIB Regular Interest LTIIB-2ZZ. For purposes of calculating the
      Pass-Through Rate for the Class 2X-1 Certificates, the numerator is equal to
      the
      sum of the following components:

     

    (A) the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTIIB-2AA minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTIIB-2AA;

     

    (B) the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTIIB-2A-1 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTIIB-2A-1;

     

    (C) the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTIIB-2M-1 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTIIB-2M-1;

     

    (D) the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTIIB-2M-2 minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest LTIIB-2M-2;
      and

     

    (E) the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTIIB-2ZZ minus the Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTIIB-2ZZ.

     

    Note
      Margin:

     

    
      	
              Class

            	
              Note
                Margin

            
	 	
              On
                or prior to the date upon which the related Optional Termination
                can
                occur

            	
              After
                

              the
                date upon which the related Optional Termination can
                occur

            
	
              Class
                1A-3

            	
              0.250%

            	
              0.500%

            
	
              Class
                1M-1

            	
              0.340%

            	
              0.510%

            
	
              Class
                1M-2

            	
              0.360%

            	
              0.540%

            
	
              Class
                1M-3

            	
              0.380%

            	
              0.570%

            
	
              Class
                1M-4

            	
              0.480%

            	
              0.720%

            
	
              Class
                1M-5

            	
              0.520%

            	
              0.780%

            
	
              Class
                1M-6

            	
              0.600%

            	
              0.900%

            
	
              Class
                1M-7

            	
              1.100%

            	
              1.600%

            
	
              Class
                1M-8

            	
              1.200%

            	
              1.700%

            
	
              Class
                1M-9

            	
              2.200%

            	
              2.700%

            
	
              Class
                1B-1

            	
              3.500%

            	
              4.000%

            
	
              Class
                1B-2

            	
              3.500%

            	
              4.000%

            
	
              Class
                2A-1

            	
              0.160%

            	
              0.320%

            
	
              Class
                2M-1

            	
              2.050%

            	
              2.550%

            
	
              Class
                2M-2

            	
              2.950%

            	
              3.450%

            
	
              Class G

            	
              0.160%

            	
              0.320%

            


    

    


    Note
      Owner:
      The
      Beneficial Owner of a Note.

     

    Note
      Register:
      The
      register maintained by the Note Registrar in which the Note Registrar shall
      provide for the registration of Notes and of transfers and exchanges of
      Notes.

     

    Note
      Registrar:
      The
      Indenture Trustee, in its capacity as Note Registrar.

     

    Notes:
      The
      Class A Notes, Class M Notes and Class B Notes issued and
      outstanding at any time pursuant to the Indenture.

     

    Notional
      Balance: 
      With
      respect to each of the Class 1X-2 Certificates and Class 1X-S Certificates
      for purposes solely of the face thereof, $350,000,000. With respect to the
      Class
      2X-2 Certificates for purposes solely of the face thereof,
      $250,000,000.

    


    Ocwen:
      Ocwen
      Loan Servicing, LLC, a Delaware limited liability company.

     

    Ocwen
      Letter Agreement:
      The
      securitization servicing side letter agreement, dated as of April 1, 2006,
      between the Seller and Ocwen, as amended, supplemented or superceded from time
      to time.

     

    Ocwen
      Serviced Loans:
      The
      Loans identified as such on the Loan Schedule.

     

    Ocwen
      Termination Test:
      With
      respect to the Ocwen Serviced Loans and each Determination Date, the Ocwen
      Termination Test will be failed if (A) the Realized Loss Percentage for the
      Ocwen Serviced Loans exceeds the applicable percentages set forth below with
      respect to the related Payment Date:

     

    
      	
              Range
                of Payment Dates

            	
              Percentage

            
	
              April
                2006 - March 2010

            	
              5.30%*

            
	
              April
                2010 - March 2011

            	
              7.70%*

            
	
              April
                2011 - March 2012

            	
              9.60%*

            
	
              April
                2012 and thereafter

            	
              10.55%

            


    

    


    *
      The
      percentages set forth above are the percentages applicable for the first Payment
      Date in the corresponding range of Payment Dates. The percentage for each
      succeeding Payment Date in a range increases incrementally by a fraction, the
      numerator of which is one and the denominator of which is the number of months
      in the corresponding range of Payment Dates, inclusive, of the positive
      difference between the percentage applicable to the first Payment Date in that
      range and the percentage applicable to the first Payment Date in the succeeding
      range.

     

    and
      (B)
      Holders of the related Notes entitled to 51% or more of the Voting Rights
      request in writing to the Indenture Trustee to terminate Ocwen as a Servicer
      under the Servicing Agreement pursuant to the terms of Section 7.01 of the
      Servicing Agreement.

     

    Officer’s
      Certificate:
      With
      respect to any Servicer or the Special Servicer, a certificate signed by the
      President, Managing Director, a Director, a Vice President or an Assistant
      Vice
      President, of such Servicer or the Special Servicer and delivered to the
      Indenture Trustee. With respect to the Issuer, a certificate signed by the
      Issuer, under the circumstances described in, and otherwise complying with,
      the
      applicable requirements of Section 10.01 of the Indenture, and delivered to
      the Indenture Trustee. Unless otherwise specified, any reference in the
      Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of
      any Authorized Officer of the Issuer, the Administrator, a Servicer or the
      Special Servicer.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel. Any Opinion of Counsel for a Servicer may be
      provided by in-house counsel for such Servicer if reasonably acceptable to
      the
      Indenture Trustee and the Rating Agencies or the Depositor, as the case may
      be.

     

    Optional
      Termination:
      The
      right of the Terminating Entity or the Auction Purchaser, as applicable, to
      purchase the Loans in a Loan Group pursuant to Section 10.18 of the
      Indenture on a Payment Date as set forth in Section 10.18 of the
      Indenture.

     

    Optional
      Termination Date:
      The
      Payment Date on which the Terminating Entity or the Auction Purchaser, as
      applicable, may exercise an Optional Termination.

     

    Optional
      Termination Notice Period:
      The
      period during which notice is to be given to the affected Securityholders of
      an
      Optional Termination pursuant to Section 10.18(c) of the Indenture.

     

    Outstanding:
      With
      respect to the Notes, as of the date of determination, all Notes theretofore
      executed, authenticated and delivered under this Indenture except:

     

    (i) Notes
      theretofore cancelled by the Note Registrar or delivered to the Indenture
      Trustee for cancellation; and

     

    (ii) Notes
      in
      exchange for or in lieu of which other Notes have been executed, authenticated
      and delivered pursuant to the Indenture unless proof satisfactory to the
      Indenture Trustee is presented that any such Notes are held by a protected
      purchaser.

     

    Outstanding
      Loan:
      As to
      any Payment Date, a Loan which was not (i) the subject of a Principal Prepayment
      in full during any preceding Collection Period, (ii) purchased, deleted or
      substituted for during any preceding Collection Period pursuant to the Servicing
      Agreement or (iii) a Liquidated Loan or Charged Off Loan during any preceding
      Collection Period as of such Payment Date.

     

    Owner
      Trustee:
      Wilmington Trust Company, not in its individual capacity but solely as Owner
      Trustee of the Trust, and its successors and assigns or any successor owner
      trustee appointed pursuant to the terms of the Trust Agreement.

     

    Owner
      Trust Estate:
      The
      meaning specified in Section 3.01 of the Trust Agreement.

     

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

     

    Par
      Value:
      As
      defined in Section 10.18 of the Indenture; provided that the “Par Value” for any
      Auction Date shall also include the auction expenses of the Indenture Trustee
      (which auction expenses shall not exceed $25,000)

     

    Payahead:
      Any
      Scheduled Payment directed by the related mortgagor in writing to be applied
      in
      a Collection Period subsequent to the Collection Period in which such payment
      was received.

     

    Paying
      Agent:
      With
      respect to the Indenture, any paying agent or co-paying agent appointed pursuant
      to Section 3.03 of the Indenture, which initially shall be the Indenture
      Trustee.

     

    Payment
      Account:
      The
      account established by the Indenture Trustee pursuant to Section 8.02 of
      the Indenture and Section 5.01 of the Servicing Agreement. Amounts
      deposited in the Payment Account will be distributed by the Indenture Trustee
      in
      accordance with Section 3.05 of the Indenture.

     

    Payment
      Date:
      The
      25th day of each month, or if such day is not a Business Day, then the next
      Business Day.

     

    Percentage
      Interest:
      With
      respect to any Note, either the percentage set forth on the face thereof or
      equal to the percentage obtained by dividing the Denomination of such Note
      by
      the aggregate of the Denominations of all Notes of the same Class.

     

    Permitted
      Investments:
      One or
      more of the following:

     

    (i) obligations
      of or guaranteed as to principal and interest by the United States or any agency
      or instrumentality thereof when such obligations are backed by the full faith
      and credit of the United States;

     

    (ii) repurchase
      agreements on obligations specified in clause (i) maturing not more than one
      month from the date of acquisition thereof, provided that the unsecured
      obligations of the party agreeing to repurchase such obligations are at the
      time
      rated by each Rating Agency in its highest short-term rating
      available;

     

    (iii) federal
      funds, certificates of deposit, demand deposits, time deposits and bankers’
acceptances (which shall each have an original maturity of not more than
      90 days and, in the case of bankers’ acceptances, shall in no event have an
      original maturity of more than 365 days or a remaining maturity of more than
      30
      days) denominated in United States dollars of any U.S. depository institution
      or
      trust company incorporated under the laws of the United States or any state
      thereof or of any domestic branch of a foreign depository institution or trust
      company; provided
      that the
      debt obligations of such depository institution or trust company (or, if the
      only Rating Agency is Standard & Poor’s, in the case of the principal
      depository institution in a depository institution holding company, debt
      obligations of the depository institution holding company) at the date of
      acquisition thereof have been rated by each Rating Agency in its highest
      short-term rating available; and provided further that, if the only Rating
      Agency is Standard & Poor’s and if the depository or trust company is a
      principal subsidiary of a bank holding company and the debt obligations of
      such
      subsidiary are not separately rated, the applicable rating shall be that of
      the
      bank holding company; and, provided further that, if the original maturity
      of
      such short-term obligations of a domestic branch of a foreign depository
      institution or trust company shall exceed 30 days, the short term rating of
      such
      institution shall be A-1+ in the case of Standard & Poor’s if Standard &
Poor’s is the Rating Agency;

     

    (iv)
      commercial paper (having original maturities of not more than 365 days) of
      any
      corporation incorporated under the laws of the United States or any state
      thereof which on the date of acquisition has been rated by each Rating Agency
      that rates such securities in its highest short-term rating available;
provided
      that
      such commercial paper shall have a remaining maturity of not more than 30
      days;

     

    (v) a
      money
      market fund or a qualified investment fund rated by each Rating Agency in its
      highest long-term rating available; and

     

    (vi)
      other obligations or securities that are acceptable to each Rating Agency as
      a
      Permitted Investment hereunder and will not reduce the rating assigned to any
      Securities by such Rating Agency below the lower of the then-current rating
      or
      the rating assigned to such Securities as of the Closing Date by such Rating
      Agency, as evidenced in writing, provided that if a Servicer or any other Person
      controlled by such Servicer is the issuer or the obligor of any obligation
      or
      security described in this clause (vi) such obligation or security must have
      an
      interest rate or yield that is fixed or is variable based on an objective index
      that is not affected by the rate or amount of losses on the Loans;

     

    provided,
      however,
      that no
      instrument shall be a Permitted Investment if it represents, (1) the right
      to
      receive only interest payments with respect to the underlying debt instrument,
      (2) the right to receive both principal and interest payments derived from
      obligations underlying such instrument and the principal and interest payments
      with respect to such instrument provide a yield to maturity greater than 120%
      of
      the yield to maturity at par of such underlying obligations, or (3) an
      obligation of the Seller or Depositor. References herein to the highest rating
      available on unsecured long-term debt shall mean AAA (or the equivalent in
      the
      case of Moody’s), and references herein to the highest rating available on
      unsecured commercial paper and short-term debt obligations shall mean A-1 (or
      the equivalent in the case of Moody’s).

     

    Permitted
      Liens:
      Liens
      for (i) real estate taxes and special assessments not yet delinquent (provided,
      that property taxes may be delinquent up to one year); (ii) as to the Loans
      identified as junior Loans on the data tapes provided by the related Servicer
      to, among others, the Seller, any senior mortgage loans secured by such
      Mortgaged Property; (iii) covenants, conditions and restrictions, rights of
      way,
      easements and other matters of public record as of the date of recording that
      are acceptable to mortgage lending institutions generally; (iv) liens prior
      to
      the related first mortgage, if verified as paid, and liens and judgments of
      $5,000 or less, including sewer or maintenance liens, mechanics’ liens or UCC
      filings that have been included in the first mortgage balance for the purpose
      of
      calculating Combined Loan-to-Value Ratio for any related Loan; and other matters
      to which like properties are commonly subject that do not materially interfere
      with the benefits of the security intended to be provided by the related
      Mortgage Documents; provided, however, that Permitted Liens discovered after
      final approval is given on a Loan application that are less than 1.0% of the
      Appraised Value or less than 10% of the original Principal Balance of the Loan,
      whichever is less, do not have to be included in the first mortgage balance
      for
      the purpose of calculating Combined Loan-to-Value Ratio for any related
      Loan

     

    Permitted
      Transferee:
      Any
      Transferee of Class 1A-R, Class 2A-R or Class G Certificate, other than a
      Disqualified Organization or Non-United States Person.

     

    Person:
      Any
      individual, corporation, partnership, joint venture, association, joint-stock
      company, trust, unincorporated organization or government or any agency or
      political subdivision thereof, or any other entity or organization of any type
      (whether or not a legal entity).

     

    Plan:
      Any
      employee benefit plan or certain other retirement plans and arrangements,
      including individual retirement accounts and annuities, Keogh plans and bank
      collective investment funds and insurance company general or separate accounts
      in which such plans, accounts or arrangements are invested, that are subject
      to
      ERISA or Section 4975 of the Code, as described in Section 3.05 of the
      Trust Agreement.

     

    Plan
      Assets:
      The
      meaning specified in Section 2510.3-101 of the Department of Labor
      Regulations.

     

    PNC:
      PNC
      Bank, N.A., a national banking association.

     

    PNC
      Serviced Loans:
      The
      Loans identified as such on the Loan Schedule.

     

    Policy:
      The
      note guaranty insurance policy (No. 06030043) with respect to the Class 2A-1
      Notes and Class G Certificates and all endorsements thereto, if any, dated
      the
      Closing Date, issued by the Securities Insurer for the benefit of the Holders
      of
      the Class 2A-1 Notes and Class G Certificates.

     

    Predecessor
      Note:
      With
      respect to any particular Note, every previous Note evidencing all or a portion
      of the same debt as that evidenced by such particular Note; and, for the purpose
      of this definition, any Note authenticated and delivered under Section 4.03
      of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall
      be
      deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
      Note.

     

    Preference
      Amount:
      Any
      amount from an Insured Payment previously distributed that is recoverable and
      sought to be recovered from such Insured Securityholder as a voidable preference
      by a trustee in bankruptcy pursuant to the U.S. Bankruptcy Code, pursuant to
      a
      final non-appealable order of a court exercising proper jurisdiction in an
      insolvency proceeding (a “Final Order”) (such recovered amount, a “Preference
      Amount”)

     

    Pre-Funding
      Accounts:
      The two
      separate Eligible Accounts created and maintained by the Indenture Trustee
      with
      respect to the Group 1 Loans and Group 2 Loans pursuant to Section 3.33(a)
      of
      the Indenture in the name of the Indenture Trustee for the benefit of the
      Noteholders and designated “U.S. Bank, National Association”, in trust for
      registered holders of Asset-Backed Notes, Series 2006-2.” Funds in each of the
      Pre-Funding Accounts shall be held in trust for the related Noteholders for
      the
      uses and purposes set forth in the Indenture and shall not be a part of any
      REMIC created under the Indenture; provided, however, that any investment income
      earned from Permitted Investments made with funds in each Pre-Funding Account
      shall be for the account of the Depositor.

     

    Pre-Funding
      Amount:
      The
      amount deposited in the Pre-Funding Accounts with respect to the Group 1 Loans
      and Group 2 Loans, on the Closing Date, which shall equal $20,287,571.77 and
      $40,897,889.13.

     

    Pre-Funding
      Period:
      With
      respect to either Loan Group, the period from the Closing Date until the
      earliest of (i) the date on which the amount on deposit in the related
      Pre-Funding Account is reduced to zero, (ii) the date on which a related Event
      of Default occurs or (iii) July 24, 2006.

     

    Premium
      Percentage:
      With
      respect to the Insured Securities, 0.15% per annum.

     

    Prepayment
      Assumption:
      100%
      PPC.

     

    Prepayment
      Charge:
      With
      respect to each Loan, the charge if the Mortgagor prepays such Loan as provided
      in the related Mortgage Note or Mortgage.

     

    Prepayment
      Interest Excess:
      As to
      any Loan (other than a HELOC), Payment Date and Principal Prepayment in full
      during the portion of the related Prepayment Period occurring from the first
      day
      through the fourteenth day of the calendar month in which such Payment Date
      occurs, an amount equal to interest (to the extent received) at the applicable
      Mortgage Rate (giving effect to any applicable Relief Act Reduction) on the
      amount of such Principal Prepayment for the number of days commencing on the
      first day of the calendar month in which such Payment Date occurs and ending
      on
      the date on which such Principal Prepayment is so applied; provided that
      Prepayment Interest Excess shall only exist with respect to any Loan and any
      Payment Date if the related Principal Prepayment in full is deposited by the
      applicable Servicer in the related Custodial Account pursuant to Section
      3.02(b)(i) of the Servicing Agreement in the same month as such Principal
      Prepayment in full is made, to be included with distributions on such Payment
      Date.

     

    Prepayment
      Interest Shortfall:
      As to
      any Loan (other than a HELOC), Payment Date and Principal Prepayment, other
      than
      Principal Prepayments in full that occur during the portion of the Prepayment
      Period that is in the same calendar month as the Payment Date, the difference
      between (i) one full month’s interest at the applicable Mortgage Interest Rate
      (giving effect to any applicable Relief Act Reduction), as reduced by the sum
      of
      the Servicing Fee Rate, Credit Risk Manager Fee Rate and Master Servicing Fee
      Rate, on the Principal Balance of such Loan immediately prior to such Principal
      Prepayment and (ii) the amount of interest actually received that accrued during
      the month immediately preceding such Payment Date or, with respect to any Loan
      with a Due Date other than the first of the month, the amount of interest
      actually received that accrued during the one-month period immediately preceding
      the Due Date following the Principal Prepayment, with respect to such Loan
      in
      connection with such Principal Prepayment.

     

    Prepayment
      Period:
      For any
      HELOC and any Payment Date, the
      calendar month preceding that Payment Date.
      For any
      Loan (other than a HELOC) and any Payment Date (other than the May 2006 Payment
      Date), and each Principal Prepayment in full, the 15th of the month preceding
      the month in which the related Payment Date occurs through the 14th of the
      month
      in which the related Payment Date occurs. With respect to the May 2006 Payment
      Date, each Loan (other than a HELOC) and each Principal Prepayment in full,
      April 1, 2006 through May 14, 2006. With respect to each Loan (other than a
      HELOC), each Payment Date and each Principal Prepayment in part, the calendar
      month preceding that Payment Date.

     

    Principal
      Balance:
      For any
      Outstanding Loan (other than a HELOC) as to any Due Date, the unpaid principal
      balance of such Loan as of such Due Date as specified in the amortization
      schedule at the time relating thereto (before any adjustment to such
      amortization schedule by reason of any moratorium or similar waiver or grace
      period) after giving effect to any previous partial Principal Prepayments and
      Liquidation Proceeds allocable to principal (other than with respect to any
      Liquidated Loan) and to the payment of principal due on such Due Date and
      irrespective of any delinquency in payment by the related Mortgagor; provided,
      however, for purposes of calculating the Servicing Fee and the Master Servicing
      Fee, the Principal Balance of any REO will be the unpaid principal balance
      immediately prior to foreclosure. For any Outstanding Loan that is a HELOC
      as of
      any Determination Date, its outstanding principal balance as of the Cut-off
      Date
      plus any Additional Balances in respect of such HELOC, reduced by the principal
      received on or before the Due Date in the Collection Period immediately
      preceding such Determination Date. For any Liquidated Loan, $0.

     

    Principal
      Collections:
      For any
      Payment Date and either Loan Group, will be equal to (A) the sum of (1) all
      Principal collected (other than Payaheads and, with respect to the Group 2
      Loans, any principal collections allocated to the Reimbursable Excluded Amount)
      or advanced in respect of Scheduled Payments on the Group 1 Loans or Group
      2
      Loans, as applicable, during the related Collection Period (less amounts due
      to
      the Servicers and the Indenture Trustee with respect to the Group 1 Loans or
      Group 2 Loans, as applicable, to the extent allocable to principal, including
      Advances) and the principal portion of Payaheads on the Loans previously
      received and intended for application in the related Collection Period,
      (2) all Principal Prepayments on the Loans received during the related
      Prepayment Period, (3) the outstanding principal balance of each Loan that
      was
      repurchased by the Seller or purchased by a Servicer or the majority Class
      1X-2
      or Class 2X-2 Certificateholder during the related Collection Period and the
      principal portion of the Termination Price paid in connection with any related
      Optional Termination, (4) the portion of any Substitution Amount paid with
      respect to any replaced related Loans during the related Collection Period
      allocable to principal, (5) all Net Liquidation Proceeds, Net Recoveries and
      Subsequent Recoveries on the Group 1 Loans or Group 2 Loans, as applicable,
      (net
      of any unpaid related Servicing Fees and unreimbursed Advances) collected with
      respect to the related Loans during the related Collection Period, in each
      case
      to the extent allocable to principal, (6) with respect to the Group 1 Loans,
      amounts withdrawn from the Swap Account to cover Realized Losses on the related
      Loans incurred during the related Collection Period and (7) with respect to
      the
      Payment Date in July 2006, the amount remaining in the related Pre-Funding
      Account at the end of the Pre-Funding Period minus (B) with respect to the
      Group
      1 Loans, amounts payable by the Trust to the Counterparty in respect of Net
      Swap
      Payments and Swap Termination Payments (other than Swap Termination Payments
      resulting from a Counterparty Trigger Event and to the extent not paid by the
      Indenture Trustee,
      on
      behalf of the Issuing Entity,
      from any
      upfront payment received pursuant to any related replacement swap agreement
      that
      may be entered into by the Indenture Trustee, on behalf of the Issuing Entity)
      for such Payment Date (or, if such Payment Date is not also a Swap Payment
      Date,
      for the related Swap Payment Date) to the extent not paid from the related
      Interest Remittance Amount for such Payment Date and the extent remaining unpaid
      from any previous Payment Date.

     

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

     

    Principal
      Payment Amount:
      For any
      Payment Date and each Loan Group will be equal to the related Principal
      Remittance Amount plus any related Excess Cashflow Loss Payment for such date
      minus the related Overcollateralization Release Amount, if any, for such
      date.

     

    Principal
      Remittance Amount:
      For any
      Payment Date and Loan Group I, the related Principal Collections for such
      Payment Date. For Loan Group 2 and any Payment Date during the Managed
      Amortization Period, the excess, if any, of related Principal Collections for
      such Payment Date, over the sum of aggregate amount of Additional Balances
      created during the related Collection Period and conveyed to the Issuer and
      the
      amounts distributed to the Certificate Paying Agent in respect of the Additional
      Balance Advance Amount pursuant to Section 3.05(a) of the Indenture. For Loan
      Group 2 and any Payment Date during the Rapid Amortization Period, the related
      Principal Collections for such Payment Date.

     

    Proceeding:
      Any
      suit in equity, action at law or other judicial or administrative
      proceeding.

     

    Rapid
      Amortization Event:
      A Rapid
      Amortization Event will be in effect for any Payment Date if any one of the
      following events is in effect with respect to such Payment Date:

     

    (a) the
      Class
      Principal Balance of the Class G Certificates, after giving effect to all
      payments on such Payment Date, is equal to or greater than 3.00% of the related
      Aggregate Collateral Balance on that Payment Date;

     

    (b) a
      Servicing Default with respect to PNC occurs;

     

    (c) the
      Issuing Entity becomes subject to regulation by the Commission as an investment
      company within the meaning of the Investment Company Act of 1940, as
      amended;

     

    (d) a
      declaration of bankruptcy or insolvency by the Issuing Entity, the Depositor
      or
      PNC;

     

    (e) a
      draw is
      made on the Policy that remains unreimbursed for three months;

     

    (f) the
      Issuing Entity becomes subject to entity level tax or is taxable as a
      corporation;

     

    (g) an
      event
      of default occurred and is continuing under the Insurance
      Agreement;

     

    (h) the
      failure on the part of the Sponsor:

     

    
      	·  	
              To
                make any payment or deposit required to be made under the Loan Purchase
                Agreement within five Business Days after the date the payment or
                deposit
                is required to be made; or

            


    

     

    
      	·  	
              To
                observe or perform in any material respect any other covenants or
                agreements of the Sponsor set forth in the Loan Purchase Agreement,
                which
                failure continues unremedied for a period of sixty days after written
                notice thereof to the Sponsor, and the failure materially and adversely
                affects the interests of the Securities Insurer or the related
                Securityholders; provided that a Rapid Amortization Event will not
                be
                deemed to occur if the Sponsor has repurchased or caused to be repurchased
                or substituted for the related Loans or all related Loans, as applicable,
                during that period in accordance with the provisions of the
                Indenture;

            


    

     

    (i) any
      representation or warranty made by the Sponsor in the Loan Purchase Agreement
      shall prove to have been incorrect in any material respect when made and shall
      continue to be incorrect in any material respect for the related cure period
      specified in the Servicing Agreement after written notice and as a result of
      which the interests of the Securities Insurer or the related Securityholders
      are
      materially and adversely affected; provided, that Rapid Amortization Event
      will
      not be deemed to occur if the Sponsor has repurchased or caused to be
      repurchased or substituted for the related Loans or all related Loans, as
      applicable, during that period in accordance with the provisions of the
      Indenture;

     

    (j) the
      entry
      against the Sponsor of a decree or order by a court or agency or supervisory
      authority having jurisdiction in the premises for the appointment of a trustee,
      conservator, receiver or liquidator in any insolvency, conservatorship,
      receivership, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings, or for the winding up or liquidation of its affairs, and
      the continuance of any decree or order unstayed and in effect for a period
      of
      sixty consecutive days;

     

    (k) the
      Sponsor shall voluntarily submit to proceedings under any federal or state
      bankruptcy, insolvency or other similar law or code relating to the sponsor
      or
      the Issuing Entity or relating to all or substantially all of its property
      or
      the Sponsor or the Issuing Entity shall admit in writing its inability to pay
      its debts generally as they become due, file a petition to take advantage of
      any
      applicable insolvency or reorganization statute, make an assignment for the
      benefit of its creditors or voluntarily suspend payment of its obligations;
      or

     

    (l) the
      cumulative Realized Losses on the Group 2 Loans for that Payment Date exceeds
      the percentage of the initial related Aggregate Collateral Balance as specified
      below:

     

    
      	
              Payment
                Date

            	
              Percentage
                of Initial 

              Aggregate
                Collateral Balance

            
	
              May
                2006 - April 2009

            	
              N/A

            
	
              May
                2009 - April 2010

            	
              3.15%
                for the first month, plus an additional 1/12th of 1.40% for each
                month
                thereafter

            
	
              May
                2010 - April 2011

            	
              4.55%
                for the first month, plus an additional 1/12th of 1.05% for each
                month
                thereafter

            
	
              May
                2011 - April 2012

            	
              5.60%
                for the first month, plus an additional 1/12th of 0.70% for each
                month
                thereafter

            
	
              May
                2012 - April 2013

            	
              6.30%
                for the first month, plus an additional 1/12th of 0.70% for each
                month
                thereafter

            
	
              May
                2013 and thereafter

            	
              7.00%

            


    

    


    Rapid
      Amortization Period:
      With
      respect to Loan Group 2, the period beginning upon the occurrence of a Rapid
      Amortization Event.

     

    Rating
      Agency:
      Any
      nationally recognized statistical rating organization, or its successor, that
      rated the Securities at the request of the Depositor at the time of the initial
      issuance of the Securities. Initially, Fitch, Moody’s or Standard & Poor’s.
      If such organization or a successor is no longer in existence, “Rating Agency”
shall be such nationally recognized statistical rating organization, or other
      comparable Person, designated by the Issuer, notice of which designation shall
      be given to the Indenture Trustee. References herein to the highest short term
      unsecured rating category of a Rating Agency shall mean A-1 + or better in
      the
      case of Standard & Poor’s and Fitch and P-1 or better in the case of Moody’s
      and in the case of any other Rating Agency shall mean such equivalent ratings.
      References herein to the highest long-term rating category of a Rating Agency
      shall mean “AAA” in the case of Standard & Poor’s and Fitch and “Aaa” in the
      case of Moody’s and in the case of any other Rating Agency, such equivalent
      rating.

     

    Realized
      Loss:
      With
      respect to each Liquidated Loan, an amount (not less than zero) equal to (i)
      the
      Principal Balance of the Loan as of the date the Loan becomes a Liquidated
      Loan,
      minus (ii) the proceeds, if any, received during the month in which such Loan
      becomes a Liquidated Loan, to the extent applied as recoveries of principal
      of
      the Loan, net of the portion thereof reimbursable to the related Servicer or
      any
      Subservicer with respect to related expenses as to which the related Servicer
      or
      Subservicer is entitled to reimbursement thereunder but which have not been
      previously reimbursed. Any Charged Off Loan will give rise to a Realized Loss
      (calculated as if clause (ii) of the previous sentence is equal to zero) at
      the
      time it is charged off, as described in Section 3.07(e) of the Servicing
      Agreement.

     

    Realized
      Loss Percentage:
      For the
      purposes of the Ocwen Termination Test, and with respect to the Ocwen Serviced
      Loans, respectively, and any Payment Date, the percentage produced by the
      following calculation: (i) the aggregate amount of cumulative Realized Losses
      incurred on the Ocwen Serviced Loans from the Cut-off Date through the last
      day
      of the related Due Period, minus (ii) any Net Recoveries on such Ocwen Serviced
      Loans, divided by (iii) the aggregate Cut-off Date Principal Balance of the
      Ocwen Serviced Loans.

     

    Record
      Date:
      With
      respect to the Class 1A-1, Class 1A-2, Class 1A-3, Class 1M-1, Class 1M-2,
      Class
      1M-3, Class 1M-4, Class 1M-5, Class 1M-6, Class 1M-7, Class 1M-8, Class 1M-9,
      Class 1B-1, Class 1B-2, Class 2A-1, Class 2M-1 and Class 2M-2 Notes and Class
      G
      Certificates and any Payment Date, the close of business on the Business Day
      immediately prior to that Payment Date. With respect to the Class 1P, Class
      2P,
      Class 1X-1, Class 1X-2, Class 1X-S, Class 2X-1, Class 2X-2, Class 1A-R and
      Class 2A-R Certificates and any Payment Date, the close of business on the
      last
      Business Day of the preceding calendar month (or, in the case of the May 2006
      Payment Date, the Closing Date).

     

    Reference
      Bank Rate:
      With
      respect to any Accrual Period, as follows: the arithmetic mean (rounded upwards,
      if necessary, to the nearest one sixteenth of a percent) of the offered rates
      for United States dollar deposits for one month which are offered by the
      Reference Banks as of 11:00 A.M., London, England time, on the second LIBOR
      Business Day prior to the first day of such Accrual Period to prime banks in
      the
      London interbank market for a period of one month in amounts approximately
      equal
      to the sum of the outstanding Class Principal Balance of the Class 1A-3,
      Class M and Class B Notes and Class G Certificates; provided that at least
      two
      such Reference Banks provide such rate. If fewer than two offered rates appear,
      the Reference Bank Rate will be the arithmetic mean of the rates quoted by
      one
      or more major banks in New York City, selected by the Indenture Trustee, as
      of
      11:00 a.m., New York time, on such date for loans in U.S. Dollars to leading
      European Banks for a period of one month in amounts approximately equal to
      the
      aggregate outstanding Class Principal Balance of the Class 1A-3, Class M and
      Class B Notes and Class G Certificates. If no quotations can be obtained, the
      rate will be the rate for the prior Payment Date; provided however, if, under
      the priorities listed previously in this paragraph, the rate for a Payment
      Date
      would be based on the rate for the previous Payment Date for the third
      consecutive Payment Date, the Indenture Trustee after consultation with the
      Seller, shall select an alternative comparable index over which the Indenture
      Trustee has no control, used for determining one-month Eurodollar lending rates
      that is calculated and published or otherwise made available by an independent
      party.

     

    Reference
      Banks:
      The
      leading banks selected by the Indenture Trustee, which are engaged in
      transactions in Eurodollar deposits in the London interbank market.

     

    Refinanced
      Loan:
      A Loan
      which was made to a Mortgagor who owned the Mortgaged Property prior to the
      origination of such Loan and the proceeds of which were used in whole or part
      to
      satisfy an existing mortgage.

     

    Registered
      Holder:
      The
      Person in whose name a Note is registered in the Note Register on the applicable
      Record Date.

     

    Reimbursable
      Excluded Amount:
      As
      defined in Section 3.16(b) of the Servicing Agreement.

     

    Released
      Loan:
      Any
      Charged Off Loan that is released by the related Servicer to the Class 1X-2
      Certificateholders or the Class 2X-2 Certificateholders pursuant to Section
      3.07(f) of the Servicing Agreement, generally on the date that is six months
      after the date on which such Servicer begins using Special Servicing on such
      Charged Off Loans. Any Released Loan will no longer be an asset of any REMIC
      or
      the Trust Estate.

     

    Relief
      Act:
      The
      Servicemembers Civil Relief Act or any similar state law or
      regulation.

     

    Relief
      Act Reductions:
      With
      respect to any Payment Date and any Loan as to which there has been a reduction
      in the amount of interest or principal collectible thereon (attributable to
      any
      previous month) as a result of the application of the Relief Act or similar
      state law or regulation, the amount, if any, by which (i) interest and/or
      principal collectible on such Loan for the most recently ended calendar month
      is
      less than (ii) interest and/or principal accrued thereon for such month pursuant
      to the Mortgage Note.

     

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

     

    REMIC
      Administrator:
      U.S.
      Bank National Association; provided that if the REMIC Administrator is found
      by
      a court of competent jurisdiction to no longer be able to fulfill its
      obligations as REMIC Administrator under this Agreement, the Indenture Trustee
      shall appoint a successor REMIC Administrator, subject to assumption of the
      REMIC Administrator obligations under this Agreement.

     

    REMIC IA:
      The
      segregated pool of assets consisting of the portion of the Trust Estate relating
      to the Group 1 Loans (but excluding the Swap Account, the related Basis Risk
      Reserve Fund, the related Pre-Funding Account, the related Capitalized Interest
      Account and the related Subsequent Loan Interest) with respect to which a REMIC
      election is to be made.

     

    REMIC
      IA Regular Interest LTIA-1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IA issued
      under the Indenture and designated as a Regular Interest in REMIC IA. REMIC
      IA
      Regular Interest LTIA-1 shall accrue interest at the related Uncertificated
      REMIC IA Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IA Regular Interest LTIA-PF:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IA issued
      under the Indenture and designated as a Regular Interest in REMIC IA. REMIC
      IA
      Regular Interest LTIA-PF shall accrue interest at the related Uncertificated
      REMIC IA Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IA Regular Interest LTIA-S1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IA issued
      under the Indenture and designated as a Regular Interest in REMIC IA. REMIC
      IA
      Regular Interest LTIA-S1 shall accrue interest at the related Uncertificated
      REMIC IA Pass-Through Rate in effect from time to time, and shall not be
      entitled to distributions of principal.

     

    REMIC
      IA Regular Interest LTIA-S2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IA issued
      under the Indenture and designated as a Regular Interest in REMIC IA. REMIC
      IA
      Regular Interest LTIA-S2 shall accrue interest at the related Uncertificated
      REMIC IA Pass-Through Rate in effect from time to time, and shall not be
      entitled to distributions of principal.

     

    REMIC
      IA Regular Interests:
      REMIC
      IA Regular Interest LTIA-1, LTIA-PF, LTIA-S1 and LTIA-S2.

     

    REMIC
      IB:
      The
      segregated pool of assets consisting of all of the REMIC IA Regular Interests
      conveyed in the trust to the Indenture Trustee, for the benefit of the Holders
      of the REMIC IB Regular Interests and the Class 1A-R Certificates (in respect
      of
      the Class R-IB Interest), pursuant to Article II of the Indenture, and all
      amounts deposited therein, with respect to which a separate REMIC election
      is to
      be made.

     

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

     

    REMIC
      IB Regular Interest LTIB-1-A:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB issued
      under the Indenture and designated as a Regular Interest in REMIC IB. REMIC
      IB
      Regular Interest LTIB-1-A shall accrue interest at the related Uncertificated
      REMIC IB Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IB Regular Interest LTIB-1-B:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB issued
      under the Indenture and designated as a Regular Interest in REMIC IB. REMIC
      IB
      Regular Interest LTIB-1-B shall accrue interest at the related Uncertificated
      REMIC IB Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IB Regular Interest LTIB-1A-1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB issued
      under the Indenture and designated as a Regular Interest in REMIC IB. REMIC
      IB
      Regular Interest LTIB-1A-1 shall accrue interest at the related Uncertificated
      REMIC IB Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IB Regular Interest LTIB-1A-2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB issued
      under the Indenture and designated as a Regular Interest in REMIC IB. REMIC
      IB
      Regular Interest LTIB-1A-2 shall accrue interest at the related Uncertificated
      REMIC IB Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IB Regular Interest LTIB-1P:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB issued
      under the Indenture and designated as a Regular Interest in REMIC IB. REMIC
      IB
      Regular Interest LTIB-1P shall accrue interest at the related Uncertificated
      REMIC IB Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IB Regular Interest LTIB-1A-R:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB issued
      under the Indenture and designated as a Regular Interest in REMIC IB. REMIC
      IB
      Regular Interest LTIB-1A-R shall accrue interest at the related Uncertificated
      REMIC IB Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IB Regular Interest LTIB-S:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB issued
      under the Indenture and designated as a Regular Interest in REMIC IB. REMIC
      IB
      Regular Interest LTIB-S shall accrue interest as set forth in the Preliminary
      Statement to the Indenture. REMIC IB Regular Interest LTIB-S shall not be
      entitled to distributions of principal.

     

    REMIC
      IB Regular Interest LTIB-1X-1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB issued
      under the Indenture and designated as a Regular Interest in REMIC IB. REMIC
      IB
      Regular Interest LTIB-1X-1 shall accrue interest at the related Uncertificated
      REMIC IB Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IB Regular Interests:
      REMIC
      IB Regular Interest LTIB-1-A, REMIC IB Regular Interest LTIB-1-B, REMIC IB
      Regular Interest LTIC-1A-1, REMIC IB Regular Interest LTIB-1A-2, REMIC IB
      Regular Interest LTIB-1A-R, REMIC IB Regular Interest LTIB-1P, REMIC IB Regular
      Interest LTIB-1X-1 and REMIC IB Regular Interest LTIB-S.

     

    REMIC
      IC:
      The
      segregated pool of assets consisting of all of the REMIC IB Regular Interests
      conveyed in the trust to the Indenture Trustee, for the benefit of the Holders
      of the REMIC IC Regular Interests and the Class 1A-R Certificates, pursuant
      to
      Article II of the Indenture, and all amounts deposited therein, with respect
      to
      which a separate REMIC election is to be made.

     

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

     

    REMIC
      IC Interest Loss Allocation Amount:
      With
      respect to any Payment Date, an amount equal to (a) the product of (i) the
      aggregate Principal Balance of the Loans and related REO then outstanding and
      (ii) the Uncertificated REMIC IC Pass-Through Rate for REMIC IC Regular Interest
      LTIC-1AA minus the Marker Rate, divided by (b) 12.

     

    REMIC
      IC Overcollateralization Amount:
      With
      respect to any date of determination, (i) 1% of the aggregate Uncertificated
      Principal Balances of the REMIC IC Regular Interests (other than REMIC IC
      Regular Interests LTIC-1R and LTIC-1P) minus (ii) the aggregate Uncertificated
      Principal Balances of REMIC IC Regular Interests LTIC-1A-1, LTIC-1A-2,
      LTIC-1A-3, LTIC-1M-1, LTIC-1M-2, LTIC-1M-3, LTIC-1M-4, LTIC-1M-5, LTIC-1M-6,
      LTIC-1M-7, LTIC-1M-8, LTIC-1M-9, LTIC-1B-1 and LTIC-1B-2, in each case as of
      such date of determination.

     

    REMIC
      IC Principal Loss Allocation Amount:
      With
      respect to any Payment Date, an amount equal to the product of (i) the aggregate
      Principal Balance of the Loans and related REO then outstanding and (ii) 1
      minus
      a fraction, the numerator of which is two times the aggregate Uncertificated
      Principal Balance of REMIC IC Regular Interests LTIC-1A-1, LTIC-1A-2, LTIC-1A-3,
      LTIC-1M-1, LTIC-1M-2, LTIC-1M-3, LTIC-1M-4, LTIC-1M-5, LTIC-1M-6, LTIC-1M-7,
      LTIC-1M-8, LTIC-1M-9, LTIC-1B-1 and LTIC-1B-2 and the denominator of which
      is
      the aggregate Uncertificated Principal Balance of REMIC IC Regular Interests
      LTIC-1A-1, LTIC-1A-2, LTIC-1A-3, LTIC-1M-1, LTIC-1M-2, LTIC-1M-3, LTIC-1M-4,
      LTIC-1M-5, LTIC-1M-6, LTIC-1M-7, LTIC-1M-8, LTIC-1M-9, LTIC-1B-1, LTIC-1B-2
      and
      LTIC-1ZZ.

     

    REMIC
      IC Regular Interest LTIC-1AA:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1AA shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1A-1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1A-1 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1A-2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1A-2 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1A-3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1A-3 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1M-1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1M-1 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1M-2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1M-2 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1M-3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1M-3 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1M-4:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC REMIC
      IC
      Regular Interest LTIC-1M-4 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1M-5:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1M-5 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1M-6:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1M-6 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1M-7:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1M-7 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1M-8:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1M-8 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1M-9:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1M-9 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1B-1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1B-1 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1B-2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1B-2 shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1IO:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1IO shall accrue interest as set forth in the Preliminary
      Statement to the Indenture. REMIC IC Regular Interest LTIC-1IO shall not be
      entitled to distributions of principal.

     

    REMIC
      IC Regular Interest LTIC-1P:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1P shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1R:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1R shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1S:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1S shall accrue interest as set forth in the Preliminary
      Statement to the Indenture. REMIC IC Regular Interest LTIC-1S shall not be
      entitled to distributions of principal.

     

    REMIC
      IC Regular Interest LTIC-1ZZ:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IC issued
      under the Indenture and designated as a Regular Interest in REMIC IC. REMIC
      IC
      Regular Interest LTIC-1ZZ shall accrue interest at the related Uncertificated
      REMIC IC Pass-Through Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IC Regular Interest LTIC-1ZZ Maximum Interest Deferral Amount:
      With
      respect to any Payment Date, the excess of (i) REMIC IC Uncertificated Accrued
      Interest calculated with the Uncertificated Pass-Through Rate for REMIC IC
      Regular Interest LTIC-1ZZ and an Uncertificated Principal Balance equal to
      the
      excess of (x) the Uncertificated Principal Balance of REMIC IC Regular Interest
      LTIC-1ZZ over (y) the REMIC IC Overcollateralization Amount, in each case for
      such Payment Date, over (ii) the sum of REMIC IC Uncertificated Accrued Interest
      on REMIC IC Regular Interests LTIC-1A-1, LTIC-1A-2, LTIC-1A-3, LTIC-1M-1,
      LTIC-1M-2, LTIC-1M-3, LTIC-1M-4, LTIC-1M-5, LTIC-1M-6, LTIC-1M-7, LTIC-1M-8,
      LTIC-1M-9, LTIC-1B-1 and LTIC-1B-2, with the rates on the REMIC IC Regular
      Interests LTIC-1A-1, LTIC-1A-2, LTIC-1A-3, LTIC-1M-1, LTIC-1M-2, LTIC-1M-3,
      LTIC-1M-4, LTIC-1M-5, LTIC-1M-6, LTIC-1M-7, LTIC-1M-8, LTIC-1M-9, LTIC-1B-1
      and
      LTIC-1B-2 subject to a cap, for the purpose of this calculation, equal to the
      Note Interest Rate for the Corresponding Note and with the rate on the REMIC
      IC
      Regular Interest LTIC-1ZZ subject to a cap, for the purpose of this calculation,
      equal to zero.

     

    REMIC
      IC Regular Interests:
      REMIC
      IC Regular Interest LTIC-1AA, REMIC IC Regular Interest LTIC-1A-1, REMIC IC
      Regular Interest LTIC-1A-2, REMIC IC Regular Interest LTIC-1A-3, REMIC IC
      Regular Interest LTIC-1M-1, REMIC IC Regular Interest LTIC-1M-2, REMIC IC
      Regular Interest LTIC-1M-3, REMIC IC Regular Interest LTIC-1M-4, REMIC IC
      Regular Interest LTIC-1M-5, REMIC IC Regular Interest LTIC-1M-6, REMIC IC
      Regular Interest LTIC-1M-7, REMIC IC Regular Interest LTIC-1M-8, REMIC IC
      Regular Interest LTIC-1M-9, REMIC IC Regular Interest LTIC-1B-1, REMIC IC
      Regular Interest LTIC-1B-2, REMIC IC Regular Interest LTIC-1ZZ, REMIC IC Regular
      Interest LTIC-1P, REMIC IC Regular Interest LTIC-1R, REMIC IC Regular Interest
      LTIC-1S and REMIC IC Regular Interest LTIC-1IO.

     

    REMIC
      IC Targeted Overcollateralization Amount:
      1% of
      the Targeted Overcollateralization Amount.

     

    REMIC
      ID:
      The
      segregated pool of assets consisting of all of the REMIC IC Regular Interests
      conveyed in the trust to the Indenture Trustee, for the benefit of the Holders
      of the Group 1 Notes, the Group 1 Certificates (other than the Class 1X-2 and
      the Class G Certificates) and REMIC ID Regular Interest IO, and all amounts
      deposited therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      ID Regular Interests:
      The
      Group 1 Notes, the Group 1 Certificates (other than the Class 1X-2 Certificates)
      and REMIC ID Regular Interest IO. 

     

    REMIC
      IIA:
      The
      segregated pool of assets consisting of the portion of the Trust Estate relating
      to the Group 2 Loans (but excluding, the related Basis Risk Reserve Fund, the
      related Pre-Funding Account, the related Capitalized Interest Account and the
      related Subsequent Loan Interest) with respect to which a REMIC election is
      to
      be made.

     

    REMIC
      IIA Regular Interest LTIIA-1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIA issued
      under the Indenture and designated as a Regular Interest in REMIC IIA. REMIC
      IIA
      Regular Interest LTIIA-1 shall accrue interest at the related Uncertificated
      REMIC IIA Pass-Through Rate in effect from time to time, and shall be entitled
      to distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IIA Regular Interest LTIIA-PF:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIA issued
      under the Indenture and designated as a Regular Interest in REMIC IIA. REMIC
      IIA
      Regular Interest LTIIA-PF shall accrue interest at the related Uncertificated
      REMIC IIA Pass-Through Rate in effect from time to time, and shall be entitled
      to distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IIA Regular Interests:
      REMIC
      IIA Regular Interest LTIIA-1 and LTIIA-PF.

     

    REMIC
      IIB:
      The
      segregated pool of assets consisting of all of the REMIC IIA Regular Interests
      conveyed in the trust to the Indenture Trustee, for the benefit of the Holders
      of the REMIC IIB Regular Interests and the Class 2A-R Certificates (in respect
      of the Class R-IIB Interest), pursuant to Article II of the Indenture, and
      all
      amounts deposited therein, with respect to which a separate REMIC election
      is to
      be made.

     

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

     

    REMIC
      IIB Interest Loss Allocation Amount:
      With
      respect to any Payment Date, an amount equal to (a) the product of (i) the
      aggregate Principal Balance of the Loans and related REO then outstanding and
      (ii) the Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular
      Interest LTIIB-2AA minus the Marker Rate, divided by (b) 12.

     

    REMIC
      IIB Overcollateralization Amount:
      With
      respect to any date of determination, (i) 1% of the aggregate Uncertificated
      Principal Balances of the REMIC IIB Regular Interests (other than REMIC IIB
      Regular Interests LTIIB-2R and LTIIB-2P) minus (ii) the aggregate Uncertificated
      Principal Balances of REMIC IIB Regular Interests LTIIB-2A-1, LTIIB-2M-1 and
      LTIIB-2M-2, in each case as of such date of determination.

     

    REMIC
      IIB Principal Loss Allocation Amount:
      With
      respect to any Payment Date, an amount equal to the product of (i) the aggregate
      Principal Balance of the Loans and related REO then outstanding and (ii) 1
      minus
      a fraction, the numerator of which is two times the aggregate Uncertificated
      Principal Balance of REMIC IIB Regular Interests LTIIB-2A-1, LTIIB-2M-1 and
      LTIIB-2M-2, and the denominator of which is the aggregate Uncertificated
      Principal Balance of REMIC IIB Regular Interests LTIIB-2A-1, LTIIB-2M-1,
      LTIIB-2M-2 and LTIIB-2ZZ.

     

    REMIC
      IIB Regular Interest LTIIB-2AA:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      under the Indenture and designated as a Regular Interest in REMIC IIB. REMIC
      IIB
      Regular Interest LTIIB-2AA shall accrue interest at the related Uncertificated
      REMIC IIB Pass-Through Rate in effect from time to time, and shall be entitled
      to distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IIB Regular Interest LTIIB-2A-1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      under the Indenture and designated as a Regular Interest in REMIC IIB. REMIC
      IIB
      Regular Interest LTIIB-2A-1 shall accrue interest at the related Uncertificated
      REMIC IIB Pass-Through Rate in effect from time to time, and shall be entitled
      to distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IIB Regular Interest LTIIB-2M-1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      under the Indenture and designated as a Regular Interest in REMIC IIB. REMIC
      IIB
      Regular Interest LTIIB-2M-1 shall accrue interest at the related Uncertificated
      REMIC IIB Pass-Through Rate in effect from time to time, and shall be entitled
      to distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IIB Regular Interest LTIIB-2M-2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      under the Indenture and designated as a Regular Interest in REMIC IIB. REMIC
      IIB
      Regular Interest LTIIB-2M-2 shall accrue interest at the related Uncertificated
      REMIC IIB Pass-Through Rate in effect from time to time, and shall be entitled
      to distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IIB Regular Interest LTIIB-2P:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      under the Indenture and designated as a Regular Interest in REMIC IIB. REMIC
      IIB
      Regular Interest LTIIB-2P shall accrue interest at the related Uncertificated
      REMIC IIB Pass-Through Rate in effect from time to time, and shall be entitled
      to distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IIB Regular Interest LTIIB-2R:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      under the Indenture and designated as a Regular Interest in REMIC IIB. REMIC
      IIB
      Regular Interest LTIIB-2R shall accrue interest at the related Uncertificated
      REMIC IIB Pass-Through Rate in effect from time to time, and shall be entitled
      to distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IIB Regular Interest LTIIB-2ZZ:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      under the Indenture and designated as a Regular Interest in REMIC IIB. REMIC
      IIB
      Regular Interest LTIIB-2ZZ shall accrue interest at the related Uncertificated
      REMIC IIB Pass-Through Rate in effect from time to time, and shall be entitled
      to distributions of principal, subject to the terms and conditions of the
      Indenture, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement to the Indenture.

     

    REMIC
      IIB Regular Interest LTIIB-2ZZ Maximum Interest Deferral Amount:
      With
      respect to any Payment Date, the excess of (i) REMIC IIB Uncertificated Accrued
      Interest calculated with the Uncertificated Pass-Through Rate for REMIC IIB
      Regular Interest LTIIB-2ZZ and an Uncertificated Principal Balance equal to
      the
      excess of (x) the Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTIIB-2ZZ over (y) the REMIC IIB Overcollateralization Amount, in each case
      for
      such Payment Date, over (ii) the sum of REMIC IIB Uncertificated Accrued
      Interest on REMIC IIB Regular Interests LTIIB-2A-1, LTIIB-2M-1 and LTIIB-2M-2,
      subject to a cap, for the purpose of this calculation, equal to the Note
      Interest Rate for the Corresponding Note and with the rate on the REMIC IIB
      Regular Interest LTIIB-2ZZ subject to a cap, for the purpose of this
      calculation, equal to zero.

     

    REMIC
      IIB Regular Interests:
      REMIC
      IIB Regular Interest LTIIB-2AA, REMIC IIB Regular Interest LTIIB-2A-1, REMIC
      IIB
      Regular Interest LTIIB-2M-1, REMIC IIB Regular Interest LTIIB-2M-2, REMIC IIB
      Regular Interest LTIIB-2ZZ, REMIC IIB Regular Interest LTIIB-2P and REMIC IIB
      Regular Interest LTIIB-R.

     

    REMIC
      IIB Targeted Overcollateralization Amount:
      1% of
      the Targeted Overcollateralization Amount.

     

    REMIC
      IIC:
      The
      segregated pool of assets consisting of all of the REMIC IIB Regular Interests
      conveyed in the trust to the Indenture Trustee, for the benefit of the Holders
      of the Group 2 Notes, the Group 2 Certificates (other than the Class 2X-2 and
      the Class G Certificates), and all amounts deposited therein, with respect
      to
      which a separate REMIC election is to be made.

     

    REMIC
      IIC Regular Interests:
      The
      Group 2 Notes and the Group 2 Certificates (other than the Class 2X-2 and the
      Class G Certificates). 

     

    REMIC
      Provisions:
      Provisions of the federal income tax law relating to real estate mortgage
      investment conduits, which appear at Sections 860A through 860G of Subchapter
      M
      of Chapter 1 of the Code, and related provisions, and temporary and final
      regulations (or, to the extent not inconsistent with such temporary or final
      regulations, proposed regulations) and published rulings, notices and
      announcements promulgated thereunder, as the foregoing may be in effect from
      time to time.

     

    REMIC
      Regular Interests:
      The
      REMIC IA Regular Interests, the REMIC IB Regular Interests, the REMIC IC Regular
      Interests, the REMIC IIA Regular Interests and the REMIC IIB Regular
      Interests.

     

    REMIC Ineligible
      Loan:
      A Loan
      will be a REMIC Ineligible Loan, if (a) the value of the real property
      securing the Loan was not at least equal to 80% of the original principal
      balance of the Loan, calculated by subtracting the principal balance of any
      home
      equity loans that are secured by liens that are senior to the Loan and a
      proportionate amount of any home equity loans that are secured by a lien of
      equal priority as the Loan from the Appraised Value of the property when the
      Loan was originated and (b) substantially all of the proceeds of the Loans
      were
      not used to acquire, improve or protect an interest in the real property
      securing the Loan.

     

    Remittance
      Amount:
      The sum
      of the Interest Remittance Amount and the Principal Remittance
      Amount.

     

    REO:
      A
      Mortgaged Property that is acquired by or on behalf of the Issuer in full or
      partial satisfaction of the related Mortgage.

     

    Repurchase
      Price:
      With
      respect to any Loan required to be repurchased on any date pursuant to the
      Loan
      Purchase Agreement or the Servicing Agreement, an amount equal to the sum of
      (i)
      100% of the Loan Balance thereof (without reduction for any amounts charged
      off), (ii) unpaid accrued interest at the Mortgage Rate (or with respect to
      the
      last day of the month in the month of repurchase, the Mortgage Rate will be
      the
      Mortgage Rate in effect as to second to last day in such month) on the
      outstanding principal balance thereof from the Due Date to which interest was
      last paid by the Mortgagor to the first day of the month following the month
      of
      purchase, (iii) and all expenses advanced and reimbursable to the Servicer
      and
      (iv) in connection with any Loan required to be repurchased pursuant to
      Section 2 of the Loan Purchase Agreement, any costs and damages incurred by
      the Trust Estate with respect to such Loan in connection with a breach of clause
      (b) to Exhibit B of the Loan Purchase Agreement.

     

    Required
      Reserve Fund Deposit:
      With
      respect to any Payment Date and each Basis Risk Reserve Fund, the excess, if
      any, of (i) $1,000 over (ii) the amount of funds on deposit in the related
      Basis
      Risk Reserve Fund prior to deposits thereto on such Payment Date.

     

    Responsible
      Officer:
      With
      respect to the Indenture Trustee or any Servicer, any officer of the Indenture
      Trustee or such Servicer with direct responsibility for the administration
      of
      the Indenture or Servicing Agreement, as applicable, and also, with respect
      to a
      particular matter, any other officer to whom such matter is referred because
      of
      such officer’s knowledge of and familiarity with the particular
      subject.

     

    Rolling
      Three Month Delinquency Average:
      For any
      Payment Date and each Loan Group, the fraction, expressed as a percentage,
      equal
      to the average of the related Delinquency Rates for each of the three (or one
      through two, in the case of the first through second Payment Dates) immediately
      preceding months.

     

    Scheduled
      Payment:
      For any
      Loan, the monthly scheduled payment of interest and principal, as determined
      in
      accordance with the provisions of the related Mortgage Note, as reduced by
      any
      Relief Act Reductions.

     

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

     

    Security:
      Any of
      the Certificates or Notes.

     

    Securityholder
      or Holder:
      Any
      Noteholder or a Certificateholder.

     

    Seller
      or Sponsor:
      DLJ
      Mortgage Capital, Inc.

     

    Senior
      Principal Payment Amount:
      For the
      Group 1 Loans and any Payment Date that is on or after the related Stepdown
      Date, the amount, if any, by which (x) the aggregate Class Principal Balance
      of
      the Class 1A Notes and the Class 1P Certificates immediately prior to such
      Payment Date exceeds (y) the lesser of (A) the product of (i) approximately
      37.82% and (ii) the Aggregate Collateral Balance for Loan Group 1 for such
      Payment Date and (B) the amount, if any, by which (i) the related Aggregate
      Collateral Balance for such Payment Date exceeds (ii) 0.50% of the related
      Aggregate Collateral Balance as of the Cut-Off Date. For the Group 2 Loans
      and
      any Payment Date that is on or after the related Stepdown Date, the amount,
      if
      any, by which (x) the aggregate Class Principal Balance of the Class 2A-1
      Notes and the Class 2P Certificates immediately prior to such Payment Date
      exceeds (y) the lesser of (A) the product of (i) approximately 92.00% and (ii)
      the related Aggregate Collateral Balance for such Payment Date and (B) the
      amount, if any, by which (i) the related Aggregate Collateral Balance for such
      Payment Date exceeds (ii) 0.50% of the related Aggregate Collateral
      Balance.

     

    Servicer:
      Wilshire, Ocwen or PNC, as applicable, and their respective successors and
      assigns.

     

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

     

    Servicer
      Remittance Date:
      With
      respect to each Payment Date, the second Business Day immediately preceding
      such
      Payment Date.

     

    Servicing
      Advances:
      All
      customary, reasonable and necessary “out of pocket” costs and expenses
      (including reasonable attorneys’ fees and disbursements) incurred in the
      performance by the related Servicer of its servicing obligations, including,
      but
      not limited to, the cost of (a) the inspection, preservation, restoration and
      protection of a Mortgaged Property, (b) any enforcement, administrative or
      judicial proceedings, or any legal work or advice specifically related to
      servicing the Loans, including but not limited to, foreclosures, bankruptcies,
      condemnations, drug seizures, elections, foreclosures by subordinate or superior
      lienholders, and other legal actions incidental to the servicing of the Loans
      including any expenses incurred in relation to any such proceedings that result
      from the Loan being registered on the MERS System (provided that such expenses
      are reasonable and that the related Servicer specifies the Loan(s) to which
      such
      expenses relate, and provided further that any such enforcement, administrative
      or judicial proceeding does not arise out of a breach of any representation,
      warranty or covenant of the related Servicer), (c) the management and
      liquidation of any REO (including default management and similar services,
      appraisal services and real estate broker services), (d) taxes, assessments,
      water rates, sewer rates and other charges which are or may become a lien upon
      the Mortgaged Property, and primary mortgage insurance policy premiums and
      fire
      and hazard insurance coverage, (e) any expenses reasonably sustained by the
      related Servicer, with respect to the liquidation of the Mortgaged Property
      in
      accordance with the terms of the Servicing Agreement, (f) compliance with the
      obligations under Section 3.04 of the Servicing Agreement (except for
      deposits made in connection with the deductible clause in a blanket policy),
      (g)
      the cost of obtaining any broker’s price opinion in accordance with Section 3.07
      of the Servicing Agreement, (h) expenses incurred in connection with the
      recordation of Assignments of Mortgage or substitutions of trustees, (i)
      obtaining any legal documentation required to be included in a Mortgage File
      and/or correcting any outstanding title issues (ie. any lien or encumbrance
      on
      the related Mortgaged Property that prevents the effective enforcement of the
      intended lien position) reasonably necessary for such Servicer to perform its
      obligations under this Agreement and (j) expenses incurred in connection with
      any instrument of satisfaction or deed of reconveyance or substitutions of
      trustees on deeds of trust.

     

    Servicing
      Agreement:
      The
      Servicing Agreement dated as of the Cut-Off Date among the Issuer, the
      Servicers, the Special Servicer and the Indenture Trustee.

     

    Servicing
      Certificate:
      A
      certificate completed and executed by a Servicing Officer on behalf of a
      Servicer in accordance with Section 4.01 of the Servicing
      Agreement.

     

    Servicing
      Default:
      The
      meaning specified in Section 7.01 of the Servicing Agreement.

     

    Servicing
      Fee:
      With
      respect to each Servicer and any Collection Period, the sum of (i) late
      fees and other fees to which the Servicer is entitled under the Servicing
      Agreement and Prepayment Interest Excess, that have been paid during such
      Collection Period, and (ii) one-twelfth of the product of (A) the Servicing
      Fee Rate and (B) the aggregate Principal Balance of the Loans serviced by such
      Servicer as of the first day of the month for which such fee is being calculated
      (such fee shall be payable monthly and pro-rated for any partial
      month).

     

    Servicing
      Fee Rate:
      With
      respect to each Wilshire Serviced Loan, the
      “Wilshire Servicing Fee Rate” as defined in the Wilshire Letter Agreement, which
      rate may increase up to 0.50% per annum.
      With
      respect to each Ocwen Serviced Loan, the “Ocwen Servicing Fee Rate” as defined
      in the Ocwen Letter Agreement, which rate may increase up to 0.50% per annum.
      With respect to each PNC Serviced Loan, 0.50% per annum. In the event of the
      appointment of a successor servicer pursuant to Section 6.04 of the Servicing
      Agreement, the Servicing Fee Rate as to each Wilshire Serviced Loan or Ocwen
      Serviced Loan, as applicable, may increase to up to 0.50% per
      annum.

     

    Servicing
      Officer:
      Any
      officer of a Servicer involved in, or responsible for, the administration and
      servicing of the Loans serviced by such Servicer whose name and specimen
      signature appear on a list of servicing officers furnished to the Indenture
      Trustee by such Servicer, as such list may be amended from time to
      time.

     

    Significant
      Net Recoveries:
      With
      respect to a defaulted Loan, a determination by a Servicer that either (A)
      the
      potential Net Recoveries are anticipated to be greater than or equal to the
      sum
      of (i) the total indebtedness of the senior lien on the related Mortgaged
      Property and (ii) $10,000 (after anticipated expenses and attorneys’ fees) or
      (B) the related Mortgagor has shown a willingness and ability to pay over the
      previous six months.

     

    Single
      Note:
      A Note
      in the amount of $1,000.

     

    Special
      Serviced Loan:
      The
      Loans for which the Special Servicer acts as servicer pursuant to Section 3.21
      of the Servicing Agreement.

     

    Special
      Servicer:
      SPS.

     

    Special
      Servicing:
      With
      regard to any Loans that become Charged Off Loans, the servicing of such Charged
      Off Loans using specialized collection procedures (including foreclosure, if
      appropriate) to maximize recoveries.

     

    SPS:
      Select
      Portfolio Servicing, Inc., a Utah corporation.

     

    Standard
      & Poor’s:
      Standard & Poor’s Ratings Services or its successor in
      interest.

     

    Stated
      Value:
      With
      respect to any Loan, the value of the related Mortgaged Property as stated
      by
      the related Mortgagor in his or her application.

     

    Statutory
      Trust Statute:
      Chapter
      38 of Title 12 of the Delaware Code, 12 Del. Code §§3801
      et seq.,
      as the
      same may be amended from time to time.

     

    Stepdown
      Date:
      For any
      Payment Date and the Group 1 Loans, the later to occur of (x) the Payment Date
      occurring in May 2009 and (y) the first Payment Date on which the Senior
      Enhancement Percentage, calculated for this purpose only after taking into
      account payments of principal on the Group 1 Loans, but prior to any payment
      of
      the related Principal Payment Amount to the related Notes then entitled to
      payments of principal on that Payment Date, is greater than or equal to
      approximately 62.18%. For any Payment Date and the Group 2 Loans, the later
      to
      occur of (x) the Payment Date occurring in May 2009 and (y) the first Payment
      Date on which the related Senior Enhancement Percentage, calculated for this
      purpose after taking into account payments of principal on the Group 2 Loans,
      but prior to any payment of the related Principal Payment Amount to the related
      Notes then entitled to payments of principal on that Payment Date, is greater
      than or equal to approximately 8.00%.

     

    Subordinate
      Notes:
      The
      Class M Notes and Class B Notes.

     

    Subsequent
      Group 1 Loan:
      Any
      Group 1 Loan other than an Initial Group 1 Loan conveyed to the Trust Fund
      pursuant to Section 2.04 of the Indenture and to a Subsequent Transfer
      Agreement, which Loan shall be listed on the revised Loan Schedule delivered
      pursuant to the Indenture and on Schedule A to such Subsequent Transfer
      Agreement. When used with respect to a single Subsequent Transfer Date,
      Subsequent Group 1 Loan shall mean a Subsequent Group 1 Loan conveyed to the
      Trust on that Subsequent Transfer Date. 

     

    Subsequent
      Group 1 Loan Interest:
      Any
      amount constituting an related Interest Remittance Amount (other than an amount
      withdrawn from the related Capitalized Interest Account pursuant to clause
      (v)
      of the definition of “Interest Remittance Amount”) received or advanced with
      respect to a Subsequent Group 1 Loan during the Collection Periods relating
      to
      the May 2006, June 2006 and July 2006 Payment Dates, but only to the extent
      of
      the excess of such amount over the amount of interest accruing on such
      Subsequent Group 1 Loan during the related period at a per annum rate equal
      to
      5.33%, 5.71% and 5.76%, respectively. The Subsequent Group 1 Loan Interest
      shall
      not be an asset of any REMIC.

     

    Subsequent
      Group 2 Loan:
      Any
      Group 2 Loan other than an Initial Group 2 Loan conveyed to the Trust Fund
      pursuant to Section 2.04 of the Indenture and to a Subsequent Transfer
      Agreement, which Loan shall be listed on the revised Loan Schedule delivered
      pursuant to the Indenture and on Schedule A to such Subsequent Transfer
      Agreement. When used with respect to a single Subsequent Transfer Date,
      Subsequent Group 2 Loan shall mean a Subsequent Group 2 Loan conveyed to the
      Trust on that Subsequent Transfer Date. 

     

    Subsequent
      Group 2 Loan Interest:
      Any
      amount constituting an related Interest Remittance Amount (other than an amount
      withdrawn from the related Capitalized Interest Account pursuant to clause
      (v)
      of the definition of “Interest Remittance Amount”) received or advanced with
      respect to a Subsequent Group 2 Loan during the Collection Periods relating
      to
      the May 2006, June 2006 and July 2006 Payment Dates, but only to the extent
      of
      the excess of such amount over the amount of interest accruing on such
      Subsequent Group 2 Loan during the related period at a per annum rate equal
      to
      4.84%, 5.90% and 6.06%, respectively. The Subsequent Group 2 Loan Interest
      shall
      not be an asset of any REMIC.

     

    Subsequent
      Loan:
      Any
      Subsequent Group 1 Loan or Subsequent Group 2 Loan.

     

    Subsequent
      Recoveries:
      As of
      any Payment Date, all amounts (other than Liquidation Proceeds) received by
      a
      Servicer specifically related to a previously Liquidated Loan during the related
      Collection Period.

     

    Subsequent
      Transfer Agreement:
      A
      Subsequent Transfer Agreement substantially in the form of Exhibit D to the
      Loan
      Purchase Agreement, executed and delivered by the related Servicers, the
      Depositor, the Issuer, the Seller and the Indenture Trustee as provided in
      Section 2.04 of the Indenture.

     

    Subsequent
      Transfer Date:
      For any
      Subsequent Transfer Agreement, the date the related Subsequent Loans are
      transferred to the Trust Fund pursuant to the related Subsequent Transfer
      Agreement.

     

    Subservicer:
      Any
      Person with whom a Servicer has entered into a Subservicing Agreement as a
      Subservicer by such Servicer.

     

    Subservicing
      Account:
      An
      Eligible Account established or maintained by a Subservicer as provided for
      in
      Section 3.02(c) of the Servicing Agreement.

     

    Subservicing
      Agreement:
      Any
      written contract between a Servicer and any Subservicer relating to servicing
      and administration of certain Loans as provided in Section 3.01 of the
      Servicing Agreement.

     

    Subservicing
      Fee:
      With
      respect to any Collection Period, any fee retained monthly by a Subservicer
      which will be paid out of the Servicing Fee.

     

    Substitution
      Amount:
      The
      amount, if any, by which the Principal Balance of a Loan required to be removed
      from the trust due to a breach of a representation and warranty or defective
      documentation exceeds the Principal Balance of the related substitute loan,
      plus
      unpaid interest accrued thereon.

     

    Swap
      Account:
      The
      account established by the Indenture Trustee pursuant to Section 3.31(b) of
      the Indenture. Amounts deposited in the Swap Account will be distributed by
      the
      Indenture Trustee in accordance with Section 3.05(f) of the
      Indenture.

     

    Swap
      Agreement:
      Collectively, the ISDA Master Agreement (including the Schedule thereto, the
      transaction evidenced by the related confirmation and novation confirmation
      by
      and between the Indenture Trustee, not in its individual capacity but solely
      on
      behalf of the Issuing Entity, and the Counterparty), forms of which are attached
      hereto as Exhibit G to the Indenture.

     

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

     

    Swap
      Payment Date:
      A
      payment date as defined in the Swap Agreement.

     

    Swap
      Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Swap Agreement,
      the payment to be made by the Indenture Trustee, on behalf of the Issuing
      Entity, to the Counterparty from payments from the Trust Fund, or by the
      Counterparty to the Indenture Trustee, on behalf of the Issuing Entity, for
      payment to the Trust Fund, as applicable, pursuant to the terms of the Swap
      Agreement.

     

    Terminating
      Entity:
      With
      respect to either Loan Group, (i) The Seller, if it is the owner of the
      servicing rights with respect to any related Loan on the related Optional
      Termination Date, or (ii) SPS, if (a) the Seller is not the owner of the
      servicing rights with respect to any related Loan on the related Optional
      Termination Date and (b) SPS is a Special Servicer with respect to any related
      Loan on the related Optional Termination Date, or (iii) the Majority Servicer
      on
      the related Optional Termination Date, if (a) the Seller is not the owner of
      the
      servicing rights with respect to any related Loan on the related Optional
      Termination Date and (b) SPS is not a Special Servicer with respect to any
      related Loan on the related Optional Termination Date. The Terminating Entity
      for each Loan Group shall be determined on each related Optional Termination
      Date.

     

    Termination
      Price:
      With
      respect to the exercise of the Optional Termination for a Loan Group by the
      related Terminating Entity pursuant to Section 10.18(a) of the Indenture,
      an amount equal to the greater of (a) the related Par Value and (b) the
      related Fair Market Value. With respect to the exercise of the Optional
      Termination by the related Auction Purchaser pursuant to Section 10.18(b)
      of the Indenture, an amount equal to the related Loan Auction
      Price.

     

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

     

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

     

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

     

    Treasury
      Regulations:
      Regulations, including proposed or temporary Regulations, promulgated under
      the
      Code. References in the Basic Documents to specific provisions of proposed
      or
      temporary regulations shall include analogous provisions of final Treasury
      Regulations or other successor Treasury Regulations.

     

    Trigger
      Event:
      With
      respect to any Payment Date and the Group 1 Loans, a Trigger Event will be
      in
      effect if either (i) the related Rolling Three Month Delinquency Average equals
      or exceeds 12.80% of the Group 1 Senior Enhancement Percentage as of such
      Payment Date or (ii) the Cumulative Realized Losses on the Group 1 Loans
      exceed the percentage of the initial Aggregate Collateral Balance of the Group
      1
      Loans for such Payment Date as specified below:

     

    
      	
              Payment
                Date

            	
              Percentage
                of Initial 

              Aggregate
                Loan Balance 

            
	
              May
                2006 - April
                2009 

            	
              N/A

            
	
              May
                2009 - April 2010

            	
              4.30%
                for the first month, plus an additional 1/12th of 2.40% for each
                month
                thereafter

            
	
              May
                2010 - April 2011

            	
              6.70%
                for the first month, plus an additional 1/12th of 1.90% for each
                month
                thereafter

            
	
              May
                2011 - April 2012

            	
              8.60%
                for the first month, plus an additional 1/12th of 0.95% for each
                month
                thereafter

            
	
              May
                2012 and thereafter

            	
              9.55%

            


    

    


    With
      respect to any Payment Date and the Group 2 Loans, a Trigger Event will be
      in
      effect if either (i) the related Rolling Three Month Delinquency Average equals
      or exceeds 5.50% of the Aggregate Collateral Balance of the Group 2 Loans as
      of
      such Payment Date or (ii) the Cumulative Realized Losses on the Group 2
      Loans exceed the percentage of the initial Aggregate Collateral Balance of
      the
      Group 2 Loans for such Payment Date as specified below:

     

    
      	
              Payment
                Date

            	
              Percentage
                of Initial 

              Aggregate
                Loan Balance 

            
	
              May
                2006 - April 2009 

            	
              N/A

            
	
              May
                2009 - April 2010

            	
              2.65%
                for the first month, plus an additional 1/12th of 1.15% for each
                month
                thereafter

            
	
              May
                2010 - April 2011

            	
              3.80%
                for the first month, plus an additional 1/12th of 0.85% for each
                month
                thereafter

            
	
              May
                2011 - April 2012

            	
              4.65%
                for the first month, plus an additional 1/12th of 0.95% for each
                month
                thereafter

            
	
              May
                2012 and thereafter

            	
              5.60%

            


    

    


    


    Trust
      Agreement:
      The
      Trust Agreement, dated as of the Closing Date, between the Owner Trustee and
      the
      Depositor.

     

    Trust
      Collateral:
      The
      meaning specified in Section 10.18(b) of the Indenture.

     

    Trust
      Estate:
      The
      meaning specified in the Granting Clause of the Indenture.

     

    Trust
      Indenture Act or TIA:
      The
      Trust Indenture Act of 1939, as amended from time to time, as in effect on
      any
      relevant date.

     

    Trustee
      Additional Expenses:
      All
      reasonable expenses and disbursements incurred or made by the Indenture Trustee
      and the Administrator in accordance with any of the provisions of the Indenture
      and the Administration Agreement with respect to: (A) the reasonable
      compensation and the expenses and disbursements of its counsel not associated
      with the closing of the issuance of the Notes, (B) the reasonable compensation,
      expenses and disbursements of any accountant, engineer or appraiser that is
      not
      regularly employed by the Indenture Trustee, to the extent that the Indenture
      Trustee or the Administrator must engage such persons to perform acts or
      services hereunder, (C) printing and engraving expenses in connection with
      preparing any Definitive Notes and (D) any other reasonable expenses incurred
      other than in the ordinary course of its business by the Indenture Trustee
      or
      the Administrator in connection with its duties hereunder or under the
      Administration Agreement.

     

    UCC:
      The
      Uniform Commercial Code, as amended from time to time, as in effect in the
      applicable jurisdiction.

     

    Uncertificated
      Notional Amount:
      With
      respect to REMIC IA Regular Interest LTIA-S1, the Uncertificated Notional Amount
      shall be equal to the principal balance of the Ocwen Serviced Loans. With
      respect to REMIC IA Regular Interest LTIA-S2, the Uncertificated Notional Amount
      shall be equal to the principal balance of the Wilshire Serviced Loans. With
      respect to REMIC IB Regular Interest LTIB-S, the Uncertificated Notional Amount
      shall be equal to the Uncertificated Notional Amount of REMIC IA Regular
      Interest LTIA-S1 and REMIC IA Regular Interest LTIA-S2. With respect to REMIC
      IC
      Regular Interest LTIC-1S, the Uncertificated Notional Amount shall be equal
      to
      the Uncertificated Notional Amount of REMIC IB Regular Interest LTIB-S. With
      respect to REMIC IC Regular Interest LTIC-1IO, the Uncertificated Notional
      Amount shall be equal to the Uncertificated Principal Balance of REMIC IB
      Regular Interest LTIB-1-A.

     

    Uncertificated
      Pass-Through Rate:
      The
      Uncertificated REMIC IA Pass-Through Rate, the Uncertificated REMIC IB
      Pass-Through Rate, the Uncertificated REMIC IC Pass-Through Rate, the
      Uncertificated REMIC IIA Pass-Through Rate and the Uncertificated REMIC IIB
      Pass-Through Rate. 

     

    Uncertificated
      Principal Balance:
      With
      respect to each REMIC Regular Interest, the amount of such REMIC Regular
      Interest outstanding as of any date of determination. As of the Closing Date,
      the Uncertificated Principal Balance of each REMIC Regular Interest shall equal
      the amount set forth in the Preliminary Statement hereto as its initial
      Uncertificated Principal Balance. On each Payment Date, the Uncertificated
      Principal Balance of each REMIC Regular Interest shall be reduced by all
      distributions of principal made on such REMIC Regular Interest on such Payment
      Date pursuant to Section 3.05 of the Indenture and, if and to the extent
      necessary and appropriate, shall be further reduced on such Payment Date by
      Realized Losses as provided in Section 3.26 of the Indenture, and the
      Uncertificated Principal Balance of REMIC IC Regular Interest LTIC-1ZZ shall
      be
      increased by interest deferrals as provided in Section 11.02 of the Indenture
      and the Uncertificated Principal Balance of REMIC IIB Regular Interest LTIIB-2ZZ
      shall be increased by interest deferrals as provided in Section 11.02 of the
      Indenture. The Uncertificated Principal Balance of each REMIC Regular Interest
      that has an Uncertificated Principal Balance shall never be less than
      zero.

     

    Uncertificated
      REMIC IA Pass-Through Rate:
      With
      respect to REMIC IA Regular Interest LTIA-1, and the Accrual Periods in May
      2006, June 2006 and July 2006, a per annum rate equal to the weighted average
      of
      the Net Mortgage Rates of the Initial Group 1 Loans; with respect to REMIC
      IA
      Regular Interest LTIA-PF and the Accrual Periods in May 2006, June 2006 and
      July
      2006, a per annum rate equal to 5.33%, 5.71% and 5.76%, respectively, and with
      respect to each REMIC IA Regular Interest LTIA-1 and REMIC IA Regular Interest
      LTIA-PF and each Accrual Period thereafter, the weighted average of the Net
      Mortgage Rates on the Group 1 Loans. 

     

    With
      respect to REMIC IA Regular Interest LTIA-S1, a per annum rate, determined
      on a
      Loan by Loan basis, equal to the excess of (i) the excess of (a) the Mortgage
      Interest Rate for each Ocwen Serviced Loan over (b) the sum of the Ocwen
      Servicing Fee Rate, the Credit Risk Manager Fee Rate and the Indenture Trustee
      Fee Rate, over (ii) the Net Mortgage Rate of each such Loan. 

     

    With
      respect to REMIC IA Regular Interest LTIA-S2, a per annum rate, determined
      on a
      Loan by Loan basis, equal to the excess of (i) the excess of (a) the Mortgage
      Interest Rate for each Wilshire Serviced Loan over (b) the sum of the Wilshire
      Servicing Fee Rate, the Credit Risk Manager Fee Rate and the Indenture Trustee
      Fee Rate, over (ii) the Net Mortgage Rate of each such Loan. 

     

    Uncertificated
      REMIC IB Pass-Through Rate:
      For any
      Payment Date, With respect to REMIC IB Regular Interest LTIB-1-A, a per annum
      rate equal to the weighted average of the Uncertificated REMIC IA Pass-Through
      Rates on REMIC IA Regular Interest LTIA-1 and REMIC IA Regular Interest LTIA-PF
      multiplied by 2, subject to a maximum rate of 10.80%. With respect to REMIC
      IB
      Regular Interest LTIB-1-B, the greater of (x) a per annum rate equal to the
      excess, if any, of (i) 2 multiplied by the weighted average of the
      Uncertificated REMIC IA Pass-Through Rates on REMIC IA Regular Interest LTIA-1
      and REMIC IA Regular Interest LTIA-PF over (ii) 10.80% and (y) 0.00000%. With
      respect to REMIC IB Regular Interest LTIB-1A-1, REMIC IB Regular Interest
      LTIB-1A-2, REMIC IB Regular Interest LTIB-1A-R, REMIC IB Regular Interest
      LTIB-1A-P and REMIC IB Regular Interest LTIB-1X-1, the weighted average of
      the
      Uncertificated REMIC IA Pass-Through Rates on REMIC IA Regular Interest LTIA-1
      and REMIC IA Regular Interest LTIA-PF, weighted on the basis of each such REMIC
      IA Regular Interest prior to the related Payment Date. REMIC IB Regular Interest
      LTIB-S will not have an Uncertificated REMIC IB Pass-Through Rate, but will
      be
      entitled to 100% of the amounts distributed on REMIC IA Regular Interest LTIA-S1
      and REMIC IA Regular Interest LTIA-S2.

     

    Uncertificated
      REMIC IC Pass-Through Rate:
      For any
      Payment Date, with respect to REMIC IC Regular Interest LTIC-1AA, REMIC IC
      Regular Interest LTIC-1A-1, REMIC IC Regular Interest LTIC-1A-2, REMIC IC
      Regular Interest LTIC-1A-3, REMIC IC Regular Interest LTIC-1M-1, REMIC IC
      Regular Interest LTIC-1M-2, REMIC IC Regular Interest LTIC-1M-3, REMIC IC
      Regular Interest LTIC-1M-4, REMIC IC Regular Interest LTIC-1M-5, REMIC IC
      Regular Interest LTIC-1M-6, REMIC IC Regular Interest LTIC-1M-7, REMIC IC
      Regular Interest LTIC-1M-8, REMIC IC Regular Interest LTIC-1M-9, REMIC IC
      Regular Interest LTIC-1B-1, REMIC IC Regular Interest LTIC-1B-2 and REMIC IC
      Regular Interest LTIC-1ZZ, , REMIC IC Regular Interest LTIC-1P and REMIC IC
      Regular Interest LTIC-1R, a
      per
      annum rate (but not less than zero) equal to the weighted average of (t) with
      respect to REMIC IB Regular Interest LTIB-1-B, the weighted average of the
      Uncertificated REMIC IB Pass-Through Rate for such REMIC IB Regular Interest,
      weighted on the basis of the Uncertificated Principal Balance of such REMIC
      IB
      Regular Interest for each such Payment Date, (u) with respect to REMIC IB
      Regular Interest LTIB-1A-1, the weighted average of the Uncertificated REMIC
      IB
      Pass-Through Rate for such REMIC IB Regular Interest, weighted on the basis
      of
      the Uncertificated Principal Balance of such REMIC IB Regular Interest for
      each
      such Payment Date, (v) with respect to REMIC IB Regular Interest LTIB-1A-2,
      the
      weighted average of the Uncertificated REMIC IB Pass-Through Rate for such
      REMIC
      IB Regular Interest, weighted on the basis of the Uncertificated Principal
      Balance of such REMIC IB Regular Interest for each such Payment Date, (w) with
      respect to REMIC IB Regular Interest LTIB-1A-R, the weighted average of the
      Uncertificated REMIC IB Pass-Through Rate for such REMIC IB Regular Interest,
      weighted on the basis of the Uncertificated Principal Balance of such REMIC
      IB
      Regular Interest for each such Payment Date, (x) with respect to REMIC IB
      Regular Interest LTIB-1A-P, the weighted average of the Uncertificated REMIC
      IB
      Pass-Through Rate for such REMIC IB Regular Interest, weighted on the basis
      of
      the Uncertificated Principal Balance of such REMIC IB Regular Interest for
      each
      such Payment Date, (y) with respect to REMIC IB Regular Interest LTIB-1X-1,
      the
      weighted average of the Uncertificated REMIC IB Pass-Through Rate for such
      REMIC
      IB Regular Interest, weighted on the basis of the Uncertificated Principal
      Balance of such REMIC IB Regular Interest for each such Payment Date, and (z)
      with respect to REMIC IB Regular Interest LTIB-1-A, 2 multiplied by Swap LIBOR,
      subject to a maximum rate of the Uncertificated REMIC IB Pass-Through Rate
      for
      such REMIC IB Regular Interest, weighted on the basis of the Uncertificated
      Principal Balance of such REMIC IB Regular Interest for each such Payment
      Date.

     

    REMIC
      IC
      Regular Interest LTIC-1S will not have an Uncertificated REMIC IC Pass-Through
      Rate, but shall be entitled to 100% of the amounts distributed on REMIC IA
      Regular Interest LTIB-S.

     

    With
      respect to REMIC IC Regular Interest LTIC-1IO, the excess of (i) the weighted
      average of the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
      Interest MTI-1-A over (ii) 2 multiplied by Swap LIBOR.

     

    Uncertificated
      REMIC IIA Pass-Through Rate:
      With
      respect to REMIC IIA Regular Interest LTIIA-1, and the Accrual Periods in May
      2006, June 2006 and July 2006, a per annum rate equal to the weighted average
      of
      the Net Mortgage Rates of the Initial Group 2 Loans; with respect to REMIC
      IIA
      Regular Interest LTIIA-PF and the Accrual Periods in May 2006, June 2006 and
      July 2006, a per annum rate equal to 4.84%, 5.90% and 6.06%, respectively,
      and
      with respect to each REMIC IIA Regular Interest LTIIA-1 and REMIC IIA Regular
      Interest LTIIA-PF and each Accrual Period thereafter, the weighted average
      of
      the Net Mortgage Rates on the Group 2 Loans. 

     

    Uncertificated
      REMIC IIB Pass-Through Rate:
      For any
      Payment Date, with respect to REMIC IIB Regular Interest LTIIB-2AA, REMIC IIB
      Regular Interest LTIIB-2A-1, REMIC IIB Regular Interest LTIIB-2M-1, REMIC IIB
      Regular Interest LTIIB-2M-2, REMIC IIB Regular Interest LTIIB-2ZZ, REMIC IIB
      Regular Interest LTIIB-2P and REMIC IIB Regular Interest LTIIB-2R, a per annum
      rate (but not less than zero) equal to the weighted average of the
      Uncertificated REMIC IIA Pass-Through Rates for the REMIC IIA Regular Interests,
      weighted on the basis of the Uncertificated Principal Balance of each such
      REMIC
      IIA Regular Interest for each such Payment Date.

     

    Underwriter:
      Credit
      Suisse LLC or any successor thereto.

     

    Uniform
      Single Attestation Program for Mortgage Bankers:
      The
      Uniform Single Attestation Program for Mortgage Bankers, as published by the
      Mortgage Bankers Association of America and effective with respect to fiscal
      periods ending on or after December 15, 1995.

     

    United
      States Person:
      A
      citizen or resident of the United States, a corporation or a partnership
      (including an entity treated as a corporation or partnership for United States
      federal income tax purposes) created or organized in, or under the laws of,
      the
      United States or any State thereof or the District of Columbia (except, in
      the
      case of a partnership, to the extent provided in regulations).

     

    Voting
      Rights:
      The
      portion of the voting rights of the Holders of the Notes allocated to each
      Class of Notes. 100% of all of the Voting Rights for each Loan Group
      exercisable by the related Noteholders shall be allocated among the related
      Classes of Class A Notes, Class M Notes and Class B Notes in
      accordance with their respective outstanding Note Balances. Voting Rights shall
      be allocated among the Holders of a Class of Notes on a pro rata basis in
      accordance with their respective Percentage Interests.

     

    Wilshire:
      Wilshire Credit Corporation, a Nevada corporation.

     

    Wilshire
      Letter Agreement:
      The
      securitization servicing side letter agreement, dated as of April 1, 2006,
      between the Seller and Wilshire, as amended, supplemented or superceded from
      time to time.

     

    Wilshire
      Serviced Loans:
      The
      Loans identified as such on the Loan Schedule.