Unassociated Document


    


    
      

      

    

    


    ACE
      SECURITIES CORP.

    Depositor

     

    GMAC
      MORTGAGE CORPORATION

    a
      Servicer

     

    


    OCWEN
      LOAN SERVICING, LLC

    a
      Servicer

     

    


    WELLS
      FARGO BANK, N.A.

    Master
      Servicer and Securities Administrator

     

    


    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    Trustee

     

    


    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of January 1, 2006

     

    ACE
      Securities Corp. Home Equity Loan Trust, Series 2006-SL1

    Asset
      Backed Pass-Through Certificates

     

    


    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    TABLE
      OF
      CONTENTS

     

    
      	
              ARTICLE
                I

            	
              DEFINITIONS

            
	 	 
	
              SECTION
                1.01.

            	
              Defined
                Terms.

            
	
              SECTION
                1.02.

            	
              Allocation
                of Certain Interest Shortfalls.

            
	
              ARTICLE
                II

            	
              CONVEYANCE
                OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

            
	
              SECTION
                2.01.

            	
              Conveyance
                of the Mortgage Loans.

            
	
              SECTION
                2.02.

            	
              Acceptance
                of REMIC I by Trustee.

            
	
              SECTION
                2.03.

            	
              Repurchase
                or Substitution of Mortgage Loans.

            
	
              SECTION
                2.04.

            	
              Representations
                and Warranties of the Master Servicer.

            
	
              SECTION
                2.05.

            	
              Representations,
                Warranties and Covenants of each Servicer.

            
	
              SECTION
                2.06.

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

            
	
              SECTION
                2.07.

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

            
	
              SECTION
                2.08.

            	
              Issuance
                of the Residual Certificates.

            
	
              SECTION
                2.09.

            	
              Establishment
                of the Trust.

            
	
              SECTION
                2.10.

            	
              Purpose
                and Powers of the Trust.

            
	 	 
	
              ARTICLE
                III

            	
              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

            
	 	 
	
              SECTION
                3.01.

            	
              The
                Servicers to Act as Servicers.

            
	
              SECTION
                3.02.

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

            
	
              SECTION
                3.03.

            	
              Successor
                Sub-Servicers.

            
	
              SECTION
                3.04.

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

            
	
              SECTION
                3.05.

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

            
	
              SECTION
                3.06.

            	
              Collection
                of Certain Mortgage Loan Payments.

            
	
              SECTION
                3.07.

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

            
	
              SECTION
                3.08.

            	
              Collection
                Accounts and Distribution Account.

            
	
              SECTION
                3.09.

            	
              Withdrawals
                from the Collection Accounts and Distribution Account.

            
	
              SECTION
                3.10.

            	
              Investment
                of Funds in the Investment Accounts.

            
	
              SECTION
                3.11.

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

            
	
              SECTION
                3.12.

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

            
	
              SECTION
                3.13.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            
	
              SECTION
                3.14.

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            
	
              SECTION
                3.15.

            	
              Servicing
                Compensation.

            
	
              SECTION
                3.16.

            	
              Collection
                Account Statements.

            
	
              SECTION
                3.17.

            	
              Annual
                Statement as to Compliance.

            
	
              SECTION
                3.18.

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              SECTION
                3.19.

            	
              Annual
                Certification; Additional Information.

            
	
              SECTION
                3.20.

            	
              Access
                to Certain Documentation.

            
	
              SECTION
                3.21.

            	
              Title,
                Management and Disposition of REO Property.

            
	
              SECTION
                3.22.

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

            
	
              SECTION
                3.23.

            	
              Reserved.

            
	
              SECTION
                3.24.

            	
              Reserve
                Fund.

            
	
              SECTION
                3.25.

            	
              Advance
                Facility.

            
	
              SECTION
                3.26.

            	
              Indemnification.

            
	 	 
	
              ARTICLE
                IV

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

            
	 	 
	
              SECTION
                4.01.

            	
              Master
                Servicer.

            
	
              SECTION
                4.02.

            	
              REMIC-Related
                Covenants.

            
	
              SECTION
                4.03.

            	
              Monitoring
                of Servicers.

            
	
              SECTION
                4.04.

            	
              Fidelity
                Bond.

            
	
              SECTION
                4.05.

            	
              Power
                to Act; Procedures.

            
	
              SECTION
                4.06.

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            
	
              SECTION
                4.07.

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

            
	
              SECTION
                4.08.

            	
              Standard
                Hazard Insurance and Flood Insurance Policies.

            
	
              SECTION
                4.09.

            	
              Presentment
                of Claims and Collection of Proceeds.

            
	
              SECTION
                4.10.

            	
              Reserved.

            
	
              SECTION
                4.11.

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            
	
              SECTION
                4.12.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            
	
              SECTION
                4.13.

            	
              Compensation
                for the Master Servicer.

            
	
              SECTION
                4.14.

            	
              REO
                Property.

            
	
              SECTION
                4.15.

            	
              Master
                Servicer Annual Statement of Compliance.

            
	
              SECTION
                4.16.

            	
              Master
                Servicer Assessments of Compliance and Attestation
                Reports.

            
	
              SECTION
                4.17.

            	
              Master
                Servicer Attestation Reports.

            
	
              SECTION
                4.18.

            	
              Annual
                Certification.

            
	
              SECTION
                4.19.

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

            
	
              SECTION
                4.20.

            	
              Prepayment
                Penalty Verification.

            
	 	 
	
              ARTICLE
                V

            	
              PAYMENTS
                TO CERTIFICATEHOLDERS

            
	 	 
	
              SECTION
                5.01.

            	
              Distributions.

            
	
              SECTION
                5.02.

            	
              Statements
                to Certificateholders.

            
	
              SECTION
                5.03.

            	
              Servicer
                Reports; P&I Advances.

            
	
              SECTION
                5.04.

            	
              Allocation
                of Realized Losses.

            
	
              SECTION
                5.05.

            	
              Compliance
                with Withholding Requirements.

            
	
              SECTION
                5.06.

            	
              Reports
                Filed with Securities and Exchange Commission.

            
	
              SECTION
                5.07.

            	
              Supplemental
                Interest Trust.

            
	
              SECTION
                5.08.

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            
	 	 
	
              ARTICLE
                VI

            	
              THE
                CERTIFICATES

            
	 	 
	
              SECTION
                6.01.

            	
              The
                Certificates.

            
	
              SECTION
                6.02.

            	
              Registration
                of Transfer and Exchange of Certificates.

            
	
              SECTION
                6.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              SECTION
                6.04.

            	
              Persons
                Deemed Owners.

            
	
              SECTION
                6.05.

            	
              Certain
                Available Information.

            
	 	 
	
              ARTICLE
                VII

            	
              THE
                DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER

            
	 	 
	
              SECTION
                7.01.

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

            
	
              SECTION
                7.02.

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

            
	
              SECTION
                7.03.

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

            
	
              SECTION
                7.04.

            	
              Limitation
                on Resignation of the Servicers.

            
	
              SECTION
                7.05.

            	
              Limitation
                on Resignation of the Master Servicer.

            
	
              SECTION
                7.06.

            	
              Assignment
                of Master Servicing.

            
	
              SECTION
                7.07.

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

            
	
              SECTION
                7.08.

            	
              Duties
                of the Credit Risk Manager.

            
	
              SECTION
                7.09.

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            
	
              SECTION
                7.10.

            	
              Removal
                of the Credit Risk Manager.

            
	
              SECTION
                7.11.

            	
              Transfer
                of Servicing by Sponsor.

            
	 	 
	
              ARTICLE
                VIII

            	
              DEFAULT

            
	 	 
	
              SECTION
                8.01.

            	
              Servicer
                Events of Default.

            
	
              SECTION
                8.02.

            	
              Master
                Servicer to Act; Appointment of Successor.

            
	
              SECTION
                8.03.

            	
              Notification
                to Certificateholders.

            
	
              SECTION
                8.04.

            	
              Waiver
                of Servicer Events of Default.

            
	 	 
	
              ARTICLE
                IX

            	
              CONCERNING
                THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

            
	 	 
	
              SECTION
                9.01.

            	
              Duties
                of Trustee and Securities Administrator.

            
	
              SECTION
                9.02.

            	
              Certain
                Matters Affecting Trustee and Securities Administrator.

            
	
              SECTION
                9.03.

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

            
	
              SECTION
                9.04.

            	
              Trustee
                and Securities Administrator May Own Certificates.

            
	
              SECTION
                9.05.

            	
              Fees
                and Expenses of Trustee and Securities Administrator.

            
	
              SECTION
                9.06.

            	
              Eligibility
                Requirements for Trustee and Securities Administrator.

            
	
              SECTION
                9.07.

            	
              Resignation
                and Removal of Trustee and Securities Administrator.

            
	
              SECTION
                9.08.

            	
              Successor
                Trustee or Securities Administrator.

            
	
              SECTION
                9.09.

            	
              Merger
                or Consolidation of Trustee or Securities
                Administrator.

            
	
              SECTION
                9.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              SECTION
                9.11.

            	
              Appointment
                of Office or Agency.

            
	
              SECTION
                9.12.

            	
              Representations
                and Warranties.

            
	 	 
	
              ARTICLE
                X

            	
              TERMINATION

            
	 	 
	
              SECTION
                10.01.

            	
              Termination
                Upon Repurchase or Liquidation of All Mortgage Loans.

            
	
              SECTION
                10.02.

            	
              Additional
                Termination Requirements.

            
	 	 
	
              ARTICLE
                XI

            	
              REMIC
                PROVISIONS

            
	 	 
	
              SECTION
                11.01.

            	
              REMIC
                Administration.

            
	
              SECTION
                11.02.

            	
              Prohibited
                Transactions and Activities.

            
	
              SECTION
                11.03.

            	
              Indemnification.

            
	 	 
	
              ARTICLE
                XII

            	
              MISCELLANEOUS
                PROVISIONS

            
	 	 
	
              SECTION
                12.01.

            	
              Amendment.

            
	
              SECTION
                12.02.

            	
              Recordation
                of Agreement; Counterparts.

            
	
              SECTION
                12.03.

            	
              Limitation
                on Rights of Certificateholders.

            
	
              SECTION
                12.04.

            	
              Governing
                Law.

            
	
              SECTION
                12.05.

            	
              Notices.

            
	
              SECTION
                12.06.

            	
              Severability
                of Provisions.

            
	
              SECTION
                12.07.

            	
              Notice
                to Rating Agencies.

            
	
              SECTION
                12.08.

            	
              Article
                and Section References.

            
	
              SECTION
                12.09.

            	
              Grant
                of Security Interest.

            
	
              SECTION
                12.10.

            	
              Survival
                of Indemnification.

            
	
              SECTION
                12.11.

            	
              Intention
                of the Parties and Interpretation

            


    

    


    Exhibits

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Class A Certificate

            
	
              Exhibit
                A-2A

            	
              Form
                of Class M-[1A] [2] [3] Certificate

            
	
              Exhibit
                A-2B

            	
              Form
                of Class M-[1B] [4] [5] [6] [7] [8] [9]

            
	
              Exhibit
                A-3

            	
              Form
                of Class B-1 Certificate

            
	
              Exhibit
                A-4

            	
              Form
                of Class CE-1 Certificate and Class CE-2 Certificate

            
	
              Exhibit
                A-5

            	
              Form
                of Class P Certificate

            
	
              Exhibit
                A-6

            	
              Form
                of Class R Certificate

            
	
              Exhibit
                B-1

            	
              Form
                of Transferor Representation Letter and Form of Transferee Representation
                Letter in Connection with Transfer of the Class B-1 Certificates,
                Class P
                Certificates, Class CE-1 Certificates, Class CE-2 Certificates and
                Residual Certificates Pursuant to Rule 144A Under the Securities
                Act

            
	
              Exhibit
                B-2

            	
              Form
                of Transferor Representation Letter and Form of Transferee Representation
                Letter in Connection with Transfer of the Class B-1 Certificates,
                Class P
                Certificates, Class CE-1 Certificates, Class CE-2 Certificates and
                Residual Certificates Pursuant to Rule 501(a) Under the Securities
                Act

            
	
              Exhibit
                B-3

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

            
	
              Exhibit
                C

            	
              Form
                of Servicer Certification

            
	
              Exhibit
                D

            	
              Form
                of Power of Attorney

            
	
              Exhibit
                E

            	
              Servicing
                Criteria

            
	
              Exhibit
                F

            	
              Mortgage
                Loan Purchase Agreement between the Sponsor and the
                Depositor

            
	
              Exhibit
                G

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

            
	
              Exhibit
                H

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                I

            	
              Swap
                Agreement

            
	
              Schedule
                1

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                2

            	
              Prepayment
                Charge Schedule

            
	
              Schedule
                3

            	
              Reserved.

            
	
              Schedule
                4

            	
              Standard
                File Layout - Delinquency Reporting

            
	
              Schedule
                5

            	
              Standard
                File Layout - Scheduled/Scheduled

            
	
              Schedule
                6

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    PRELIMINARY
      STATEMENT:

     

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

     

    REMIC
      I

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the Mortgage Loans and certain other related assets subject to
      this Agreement (other than the Reserve Fund, and for the avoidance of doubt,
      the
      Supplemental Interest Trust and the Swap Agreement) as a REMIC for federal
      income tax purposes, and such segregated pool of assets will be designated
      as
“REMIC I”. The Class R-I Interest will be the sole class of “residual interests”
in REMIC I for purposes of the REMIC Provisions (as defined herein). The
      following table irrevocably sets forth the designation, the REMIC I Remittance
      Rate, the initial Uncertificated Balance and, for purposes of satisfying
      Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
      maturity date” for each of the REMIC I Regular Interests (as defined herein).
      None of the REMIC I Regular Interests will be certificated.

     

    
      
        	
                Designation

              	 	
                REMIC
                  I

                Remittance
                  Rate

              	 	
                Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                A-I

              	 	
                Variable(2)

              	 	
                $

              	
                59,074,032.74

              	 	
                September
                  2035

              
	
                I-1-A

              	 	
                Variable(2)

              	 	
                $

              	
                10,998,933.50

              	 	
                September
                  2035

              
	
                I-1-B

              	 	
                Variable(2)

              	 	
                $

              	
                10,998,933.50

              	 	
                September
                  2035

              
	
                I-2-A

              	 	
                Variable(2)

              	 	
                $

              	
                10,332,910.50

              	 	
                September
                  2035

              
	
                I-2-B

              	 	
                Variable(2)

              	 	
                $

              	
                10,332,910.50

              	 	
                September
                  2035

              
	
                I-3-A

              	 	
                Variable(2)

              	 	
                $

              	
                9,707,180.00

              	 	
                September
                  2035

              
	
                I-3-B

              	 	
                Variable(2)

              	 	
                $

              	
                9,707,180.00

              	 	
                September
                  2035

              
	
                I-4-A

              	 	
                Variable(2)

              	 	
                $

              	
                9,119,306.50

              	 	
                September
                  2035

              
	
                I-4-B

              	 	
                Variable(2)

              	 	
                $

              	
                9,119,306.50

              	 	
                September
                  2035

              
	
                I-5-A

              	 	
                Variable(2)

              	 	
                $

              	
                8,567,001.00

              	 	
                September
                  2035

              
	
                I-5-B

              	 	
                Variable(2)

              	 	
                $

              	
                8,567,001.00

              	 	
                September
                  2035

              
	
                I-6-A

              	 	
                Variable(2)

              	 	
                $

              	
                8,048,113.00

              	 	
                September
                  2035

              
	
                I-6-B

              	 	
                Variable(2)

              	 	
                $

              	
                8,048,113.00

              	 	
                September
                  2035

              
	
                I-7-A

              	 	
                Variable(2)

              	 	
                $

              	
                7,560,623.50

              	 	
                September
                  2035

              
	
                I-7-B

              	 	
                Variable(2)

              	 	
                $

              	
                7,560,623.50

              	 	
                September
                  2035

              
	
                I-8-A

              	 	
                Variable(2)

              	 	
                $

              	
                7,102,632.50

              	 	
                September
                  2035

              
	
                I-8-B

              	 	
                Variable(2)

              	 	
                $

              	
                7,102,632.50

              	 	
                September
                  2035

              
	
                I-9-A

              	 	
                Variable(2)

              	 	
                $

              	
                6,672,358.00

              	 	
                September
                  2035

              
	
                I-9-B

              	 	
                Variable(2)

              	 	
                $

              	
                6,672,358.00

              	 	
                September
                  2035

              
	
                I-10-A

              	 	
                Variable(2)

              	 	
                $

              	
                6,268,122.50

              	 	
                September
                  2035

              
	
                I-10-B

              	 	
                Variable(2)

              	 	
                $

              	
                6,268,122.50

              	 	
                September
                  2035

              
	
                I-11-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,888,353.50

              	 	
                September
                  2035

              
	
                I-11-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,888,353.50

              	 	
                September
                  2035

              
	
                I-12-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,531,569.50

              	 	
                September
                  2035

              
	
                I-12-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,531,569.50

              	 	
                September
                  2035

              
	
                I-13-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,196,382.00

              	 	
                September
                  2035

              
	
                I-13-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,196,382.00

              	 	
                September
                  2035

              
	
                I-14-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,881,484.00

              	 	
                September
                  2035

              
	
                I-14-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,881,484.00

              	 	
                September
                  2035

              
	
                I-15-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,585,649.00

              	 	
                September
                  2035

              
	
                I-15-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,585,649.00

              	 	
                September
                  2035

              
	
                I-16-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,307,723.00

              	 	
                September
                  2035

              
	
                I-16-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,307,723.00

              	 	
                September
                  2035

              
	
                I-17-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,046,624.50

              	 	
                September
                  2035

              
	
                I-17-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,046,624.50

              	 	
                September
                  2035

              
	
                I-18-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,801,334.00

              	 	
                September
                  2035

              
	
                I-18-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,801,334.00

              	 	
                September
                  2035

              
	
                I-19-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,570,896.00

              	 	
                September
                  2035

              
	
                I-19-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,570,896.00

              	 	
                September
                  2035

              
	
                I-20-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,354,412.00

              	 	
                September
                  2035

              
	
                I-20-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,354,412.00

              	 	
                September
                  2035

              
	
                I-21-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,151,038.00

              	 	
                September
                  2035

              
	
                I-21-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,151,038.00

              	 	
                September
                  2035

              
	
                I-22-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,959,980.50

              	 	
                September
                  2035

              
	
                I-22-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,959,980.50

              	 	
                September
                  2035

              
	
                I-23-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,780,494.00

              	 	
                September
                  2035

              
	
                I-23-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,780,494.00

              	 	
                September
                  2035

              
	
                I-24-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,611,879.00

              	 	
                September
                  2035

              
	
                I-24-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,611,879.00

              	 	
                September
                  2035

              
	
                I-25-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,453,477.50

              	 	
                September
                  2035

              
	
                I-25-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,453,477.50

              	 	
                September
                  2035

              
	
                I-26-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,304,671.50

              	 	
                September
                  2035

              
	
                I-26-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,304,671.50

              	 	
                September
                  2035

              
	
                I-27-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,164,879.50

              	 	
                September
                  2035

              
	
                I-27-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,164,879.50

              	 	
                September
                  2035

              
	
                I-28-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,033,558.00

              	 	
                September
                  2035

              
	
                I-28-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,033,558.00

              	 	
                September
                  2035

              
	
                I-29-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,910,191.50

              	 	
                September
                  2035

              
	
                I-29-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,910,191.50

              	 	
                September
                  2035

              
	
                I-30-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,794,301.00

              	 	
                September
                  2035

              
	
                I-30-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,794,301.00

              	 	
                September
                  2035

              
	
                I-31-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,685,432.50

              	 	
                September
                  2035

              
	
                I-31-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,685,432.50

              	 	
                September
                  2035

              
	
                I-32-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,583,162.00

              	 	
                September
                  2035

              
	
                I-32-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,583,162.00

              	 	
                September
                  2035

              
	
                I-33-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,487,089.00

              	 	
                September
                  2035

              
	
                I-33-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,487,089.00

              	 	
                September
                  2035

              
	
                I-34-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,396,839.00

              	 	
                September
                  2035

              
	
                I-34-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,396,839.00

              	 	
                September
                  2035

              
	
                I-35-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,312,059.00

              	 	
                September
                  2035

              
	
                I-35-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,312,059.00

              	 	
                September
                  2035

              
	
                I-36-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,232,419.00

              	 	
                September
                  2035

              
	
                I-36-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,232,419.00

              	 	
                September
                  2035

              
	
                I-37-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,157,605.50

              	 	
                September
                  2035

              
	
                I-37-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,157,605.50

              	 	
                September
                  2035

              
	
                I-38-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,087,328.50

              	 	
                September
                  2035

              
	
                I-38-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,087,328.50

              	 	
                September
                  2035

              
	
                I-39-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,021,312.00

              	 	
                September
                  2035

              
	
                I-39-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,021,312.00

              	 	
                September
                  2035

              
	
                I-40-A

              	 	
                Variable(2)

              	 	
                $

              	
                959,298.50

              	 	
                September
                  2035

              
	
                I-40-B

              	 	
                Variable(2)

              	 	
                $

              	
                959,298.50

              	 	
                September
                  2035

              
	
                I-41-A

              	 	
                Variable(2)

              	 	
                $

              	
                901,045.50

              	 	
                September
                  2035

              
	
                I-41-B

              	 	
                Variable(2)

              	 	
                $

              	
                901,045.50

              	 	
                September
                  2035

              
	
                I-42-A

              	 	
                Variable(2)

              	 	
                $

              	
                846,325.00

              	 	
                September
                  2035

              
	
                I-42-B

              	 	
                Variable(2)

              	 	
                $

              	
                846,325.00

              	 	
                September
                  2035

              
	
                I-43-A

              	 	
                Variable(2)

              	 	
                $

              	
                794,923.00

              	 	
                September
                  2035

              
	
                I-43-B

              	 	
                Variable(2)

              	 	
                $

              	
                794,923.00

              	 	
                September
                  2035

              
	
                I-44-A

              	 	
                Variable(2)

              	 	
                $

              	
                746,638.50

              	 	
                September
                  2035

              
	
                I-44-B

              	 	
                Variable(2)

              	 	
                $

              	
                746,638.50

              	 	
                September
                  2035

              
	
                I-45-A

              	 	
                Variable(2)

              	 	
                $

              	
                701,283.50

              	 	
                September
                  2035

              
	
                I-45-B

              	 	
                Variable(2)

              	 	
                $

              	
                701,283.50

              	 	
                September
                  2035

              
	
                I-46-A

              	 	
                Variable(2)

              	 	
                $

              	
                658,679.00

              	 	
                September
                  2035

              
	
                I-46-B

              	 	
                Variable(2)

              	 	
                $

              	
                658,679.00

              	 	
                September
                  2035

              
	
                I-47-A

              	 	
                Variable(2)

              	 	
                $

              	
                618,659.50

              	 	
                September
                  2035

              
	
                I-47-B

              	 	
                Variable(2)

              	 	
                $

              	
                618,659.50

              	 	
                September
                  2035

              
	
                I-48-A

              	 	
                Variable(2)

              	 	
                $

              	
                581,067.50

              	 	
                September
                  2035

              
	
                I-48-B

              	 	
                Variable(2)

              	 	
                $

              	
                581,067.50

              	 	
                September
                  2035

              
	
                I-49-A

              	 	
                Variable(2)

              	 	
                $

              	
                545,757.00

              	 	
                September
                  2035

              
	
                I-49-B

              	 	
                Variable(2)

              	 	
                $

              	
                545,757.00

              	 	
                September
                  2035

              
	
                I-50-A

              	 	
                Variable(2)

              	 	
                $

              	
                512,589.00

              	 	
                September
                  2035

              
	
                I-50-B

              	 	
                Variable(2)

              	 	
                $

              	
                512,589.00

              	 	
                September
                  2035

              
	
                I-51-A

              	 	
                Variable(2)

              	 	
                $

              	
                481,426.50

              	 	
                September
                  2035

              
	
                I-51-B

              	 	
                Variable(2)

              	 	
                $

              	
                481,426.50

              	 	
                September
                  2035

              
	
                I-52-A

              	 	
                Variable(2)

              	 	
                $

              	
                452,163.00

              	 	
                September
                  2035

              
	
                I-52-B

              	 	
                Variable(2)

              	 	
                $

              	
                452,163.00

              	 	
                September
                        2035

              
	
                I-53-A

              	 	
                Variable(2)

              	 	
                $

              	
                424,675.50

              	 	
                September
                  2035

              
	
                I-53-B

              	 	
                Variable(2)

              	 	
                $

              	
                424,675.50

              	 	
                September
                  2035

              
	
                I-54-A

              	 	
                Variable(2)

              	 	
                $

              	
                398,856.00

              	 	
                September
                  2035

              
	
                I-54-B

              	 	
                Variable(2)

              	 	
                $

              	
                398,856.00

              	 	
                September
                  2035

              
	
                I-55-A

              	 	
                Variable(2)

              	 	
                $

              	
                374,604.50

              	 	
                September
                  2035

              
	
                I-55-B

              	 	
                Variable(2)

              	 	
                $

              	
                374,604.50

              	 	
                September
                  2035

              
	
                I-56-A

              	 	
                Variable(2)

              	 	
                $

              	
                351,825.50

              	 	
                September
                  2035

              
	
                I-56-B

              	 	
                Variable(2)

              	 	
                $

              	
                351,825.50

              	 	
                September
                  2035

              
	
                I-57-A

              	 	
                Variable(2)

              	 	
                $

              	
                330,428.50

              	 	
                September
                  2035

              
	
                I-57-B

              	 	
                Variable(2)

              	 	
                $

              	
                330,428.50

              	 	
                September
                  2035

              
	
                I-58-A

              	 	
                Variable(2)

              	 	
                $

              	
                310,331.50

              	 	
                September
                  2035

              
	
                I-58-B

              	 	
                Variable(2)

              	 	
                $

              	
                310,331.50

              	 	
                September
                  2035

              
	
                I-59-A

              	 	
                Variable(2)

              	 	
                $

              	
                291,454.50

              	 	
                September
                  2035

              
	
                I-59-B

              	 	
                Variable(2)

              	 	
                $

              	
                291,454.50

              	 	
                September
                  2035

              
	
                I-60-A

              	 	
                Variable(2)

              	 	
                $

              	
                273,724.50

              	 	
                September
                  2035

              
	
                I-60-B

              	 	
                Variable(2)

              	 	
                $

              	
                273,724.50

              	 	
                September
                  2035

              
	
                I-61-A

              	 	
                Variable(2)

              	 	
                $

              	
                257,070.50

              	 	
                September
                  2035

              
	
                I-61-B

              	 	
                Variable(2)

              	 	
                $

              	
                257,070.50

              	 	
                September
                  2035

              
	
                I-62-A

              	 	
                Variable(2)

              	 	
                $

              	
                241,429.00

              	 	
                September
                  2035

              
	
                I-62-B

              	 	
                Variable(2)

              	 	
                $

              	
                241,429.00

              	 	
                September
                  2035

              
	
                I-63-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,718,091.50

              	 	
                September
                  2035

              
	
                I-63-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,718,091.50

              	 	
                September
                  2035

              
	
                I-CE-2

              	 	
                Variable(2)

              	 	
                $

              	
                N/A(3)

              	 	
                September
                  2035

              
	
                II-CE-2

              	 	
                Variable(2)

              	 	
                $

              	
                N/A(3)

              	 	
                September
                  2035

              


      

    

    


    ________________

    
      	
              (1)

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

            


    

     

    
      	
              (2)

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

            


    

     

    
      	
              (3)

            	
              REMIC
                I Regular Interest I-CE-2 and REMIC I Regular Interest II-CE-2 will
                not
                have an Uncertificated Balance, but will accrue interest on their
                Notional
                Amount described in accordance with the definition of “Notional Amount”
                herein.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      II

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the REMIC I Regular Interests as a REMIC for federal income tax
      purposes, and such segregated pool of assets will be designated as “REMIC II.”
The Class R-II Interest will evidence the sole class of “residual interests” in
      REMIC II for purposes of the REMIC Provisions. The following table irrevocably
      sets forth the designation, the REMIC II Remittance Rate, the initial aggregate
      Uncertificated Balance and, for purposes of satisfying Treasury regulation
      Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each
      of the REMIC II Regular Interests. None of the REMIC II Regular Interests will
      be certificated.

     

    

      
        	
                Designation

              	 	
                REMIC
                  II

                Remittance
                  Rate

              	 	
                Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date (1)

              
	
                AA

              	 	
                Variable(2)

              	 	 	
                $

              	
                413,518,132.19

              	 	
                September
                  2035

              
	
                A

              	 	
                Variable(2)

              	 	 	
                $

              	
                2,879,860.00

              	 	
                September
                  2035

              
	
                M-1A

              	 	
                Variable(2)

              	 	 	
                $

              	
                84,600.00

              	 	
                September
                  2035

              
	
                M-1B

              	 	
                Variable(2)

              	 	 	
                $

              	
                162,240.00

              	 	
                September
                  2035

              
	
                M-2

              	 	
                Variable(2)

              	 	 	
                $

              	
                185,660.00

              	 	
                September
                  2035

              
	
                M-3

              	 	
                Variable(2)

              	 	 	
                $

              	
                109,710.00

              	 	
                September
                  2035

              
	
                M-4

              	 	
                Variable(2)

              	 	 	
                $

              	
                88,610.00

              	 	
                September
                  2035

              
	
                M-5

              	 	
                Variable(2)

              	 	 	
                $

              	
                92,830.00

              	 	
                September
                  2035

              
	
                M-6

              	 	
                Variable(2)

              	 	 	
                $

              	
                88,610.00

              	 	
                September
                  2035

              
	
                M-7

              	 	
                Variable(2)

              	 	 	
                $

              	
                88,610.00

              	 	
                September
                  2035

              
	
                M-8

              	 	
                Variable(2)

              	 	 	
                $

              	
                84,390.00

              	 	
                September
                  2035

              
	
                M-9

              	 	
                Variable(2)

              	 	 	
                $

              	
                71,730.00

              	 	
                September
                  2035

              
	
                B-1

              	 	
                Variable(2)

              	 	 	
                $

              	
                84,390.00

              	 	
                September
                  2035

              
	
                ZZ

              	 	
                Variable(2)

              	 	 	
                $

              	
                4,417,905.55

              	 	
                September
                  2035

              
	
                P

              	 	
                0.00%

              	
                 

              	 	
                $

              	
                100.00

              	 	
                September
                  2035

              
	
                IO

              	 	
                Variable(2)

              	 	 	 	
                N/A(3)

              	 	
                September
                  2035

              
	
                CE-2

              	 	
                (5)

              	 	 	 	
                N/A(4)

              	 	
                September
                  2035

              


      

       

    

    _________________________

    


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

            


    

     

    
      	(2)	
              Calculated
                in accordance with the definition of “REMIC II Remittance Rate”
                herein.

            


    

     

    
      	(3)	
              REMIC
                II Regular Interest IO will not have an Uncertificated Balance, but
                will
                accrue interest on its Notional
                Amount.

            


    

     

    
      	(4)	
              For
                federal income tax purposes, the REMIC II Regular Interest CE-2 will
                not
                have an Uncertificated Balance, but will have a Notional Amount equal
                to
                the aggregate Notional Amount of each of REMIC I Regular Interest
                I-CE-2
                and REMIC I Regular Interest
                II-CE-2.

            


    

     

    
      	(5)	
              REMIC
                II Regular Interest CE-2 will not have an REMIC II Remittance Rate,
                but
                will be entitled to 100% of the amounts distributed on REMIC I Regular
                Interest I-CE-2 and REMIC I Regular Interest
                II-CE-2.

            


    

     

    


    REMIC
      III

     

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

     

    
      
        	
                Designation

              	 	
                Pass-Through
                  Rate

              	 	
                Initial
                  Aggregate Certificate Principal Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date (1)

              
	
                Class
                  A

              	 	
                Variable(2)

              	 	
                $

              	
                287,986,000.00

              	 	
                September
                  2035

              
	
                Class
                  M-1A

              	 	
                Fixed(2)

              	 	
                $

              	
                8,460,000.00

              	 	
                September
                  2035

              
	
                Class
                  M-1B

              	 	
                Variable(2)

              	 	
                $

              	
                16,224,000.00

              	 	
                September
                  2035

              
	
                Class
                  M-2

              	 	
                Fixed(2)

              	 	
                $

              	
                18,566,000.00

              	 	
                September
                  2035

              
	
                Class
                  M-3

              	 	
                Fixed(2)

              	 	
                $

              	
                10,971,000.00

              	 	
                September
                  2035

              
	
                Class
                  M-4

              	 	
                Variable
                  (2)

              	 	
                $

              	
                8,861,000.00

              	 	
                September
                  2035

              
	
                Class
                  M-5

              	 	
                Variable(2)

              	 	
                $

              	
                9,283,000.00

              	 	
                September
                  2035

              
	
                Class
                  M-6

              	 	
                Variable(2)

              	 	
                $

              	
                8,861,000.00

              	 	
                September
                  2035

              
	
                Class
                  M-7

              	 	
                Variable(2)

              	 	
                $

              	
                8,861,000.00

              	 	
                September
                  2035

              
	
                Class
                  M-8

              	 	
                Variable(2)

              	 	
                $

              	
                8,439,000.00

              	 	
                September
                  2035

              
	
                Class
                  M-9

              	 	
                Variable(2)

              	 	
                $

              	
                7,173,000.00

              	 	
                September
                  2035

              
	
                Class
                  B-1

              	 	
                Variable(2)

              	 	
                $

              	
                8,439,000.00

              	 	
                September
                  2035

              
	
                Class
                  P

              	 	
                N/A(3)

              	 	
                $

              	
                100.00

              	 	
                September
                  2035

              
	
                Class
                  CE-1

              	 	
                N/A(4)

              	 	
                $

              	
                19,833,277.74

              	 	
                September
                  2035

              
	
                Class
                  CE-2

              	 	
                N/A(5)

              	 	 	
                N/A(6)

              	 	
                September
                  2035

              
	
                Class
                  IO Interest

              	 	
                N/A(7)

              	 	 	
                N/A(7)

              	 	
                September
                  2035

              


      

    

    _________________

     

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

            


    

     

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

            


    

     

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

            


    

     

    
      	(4)	
              The
                Class CE-1 Certificates will accrue interest at their variable
                Pass-Through Rate on the Notional Amount of the Class CE-1 Certificates
                outstanding from time to time which shall equal the Uncertificated
                Balance
                of the REMIC II Regular Interests (other than REMIC II Regular Interest
                P). The Class CE-1 Certificates will not accrue interest on their
                Certificate Principal Balance.

            


    

    
      	(5)	
              The
                Class CE-2 Certificates are an interest only class and for each
                Distribution Date the Class CE-2 Certificates will be entitled to
                receive
                100% of the amounts distributed on REMIC II Regular Interest
                CE-2.

            


    

    
      	(6)	
              For
                federal income tax purposes, the Class CE-2 Certificates will not
                have a
                Certificate Principal Balance, but will have a Notional Amount equal
                to
                the Notional Amount of REMIC II Regular Interest
                CE-2.

            


    

     

    
      	(7)	
              The
                Class IO Interest will not have a Pass-Through Rate or a Certificate
                Principal Balance, but will be entitled to 100% of amounts distributed
                on
                REMIC II Regular Interest IO.

            


    

     

    The
      Mortgage Loans had an aggregate Scheduled Principal Balance as of the Cut-off
      Date, after deducting all Monthly Payments due on or before the Cut-off Date,
      of
      $421,957,377.74.

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.01. Defined
      Terms.

     

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

     

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

     

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

     

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

     

    “Accrued
      Certificate Interest”:
      With
      respect to any Class A Certificate, Mezzanine Certificate, Class B-1
      Certificate, Class CE-1 Certificate or Class CE-2 Certificate and each
      Distribution Date, interest accrued during the related Interest Accrual Period
      at the Pass-Through Rate for such Certificate for such Distribution Date on
      the
      Certificate Principal Balance, in the case of the Class A Certificates, the
      Mezzanine Certificates and the Class B-1 Certificates, or on the Notional Amount
      in the case of the Class CE-1 Certificates and Class CE-2 Certificates, of
      such
      Certificate immediately prior to such Distribution Date. The Class P
      Certificates are not entitled to distributions in respect of interest and,
      accordingly, will not accrue interest. All distributions of interest on the
      Floating Rate Certificates will be calculated on the basis of a 360-day year
      and
      the actual number of days in the applicable Interest Accrual Period. All
      distributions of interest on the Fixed Rate Certificates and the Class CE-1
      and
      Class CE-2 Certificates will be based on a 360-day year consisting of twelve
      30-day months. Accrued Certificate Interest with respect to each Distribution
      Date, as to any Class A Certificate, Mezzanine Certificate, Class B-1
      Certificate or Class CE-1 Certificate shall be reduced by an amount equal to
      the
      portion allocable to such Certificate pursuant to Section 1.02 hereof, if
      any, of the sum of (a) the aggregate Prepayment Interest Shortfall, if any,
      for
      such Distribution Date to the extent not covered by payments pursuant to
      Section 3.22 or Section 4.18 of this Agreement and (b) the aggregate
      amount of any Relief Act Interest Shortfall, if any, for such Distribution
      Date.
      In addition, Accrued Certificate Interest with respect to each Distribution
      Date, as to any Class CE-1 Certificate, shall be reduced by an amount equal
      to
      the portion allocable to such Class CE-1 Certificate of Realized Losses, if
      any,
      pursuant to Section 1.02 and Section 5.04 hereof. 

     

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

     

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

     

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

     

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

     

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

     

    “Advance
      Facility”:
      As
      defined in Section 3.25(a).

     

    “Advance
      Financing Person”:
      As
      defined in Section 3.25(a).

     

    “Advance
      Reimbursement Amounts”:
      As
      defined in Section 3.25(b).

     

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

     

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

     

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

     

    “Allocated
      Realized Loss Amount”:
      With
      respect to any Class of Mezzanine Certificates or Class B-1 Certificates and
      any
      Distribution Date, an amount equal to the sum of any Realized Loss allocated
      to
      that Class of Certificates on the Distribution Date and any Allocated Realized
      Loss Amount for that Class remaining unpaid from the previous Distribution
      Date.

     

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

     

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

     

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

     

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

     

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

     

    “Available
      Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to (1) the sum of (a) the
      aggregate of the amounts on deposit in the Collection Accounts and Distribution
      Account as of the close of business on the related Servicer Remittance Date,
      (b)
      the aggregate of any amounts deposited in the Distribution Account by the
      Servicers or the Master Servicer in respect of Prepayment Interest Shortfalls
      for such Distribution Date pursuant to Section 3.22 or Section 4.18 of
      this Agreement, (c) the aggregate of any P&I Advances for such Distribution
      Date made by the Servicers pursuant to Section 5.03 of this Agreement and
      (d) the aggregate of any P&I Advances made by a successor Servicer
      (including the Master Servicer) for such Distribution Date pursuant to
      Section 8.02 of this Agreement, reduced (to an amount not less than zero)
      by (2) the portion of the amount described in clause (1)(a) above that
      represents (i) Amounts Held for Future Distribution, (ii) Principal Prepayments
      on the Mortgage Loans received after the related Prepayment Period (together
      with any interest payments received with such Principal Prepayments to the
      extent they represent the payment of interest accrued on the Mortgage Loans
      during a period subsequent to the related Prepayment Period), (iii) Liquidation
      Proceeds, Insurance Proceeds and Subsequent Recoveries received in respect
      of
      the Mortgage Loans after the related Prepayment Period, (iv) amounts
      reimbursable or payable to the Depositor, the Servicers, the Trustee, the Master
      Servicer, the Securities Administrator or the Custodians pursuant to
      Section 3.09 or 9.05 of this Agreement or otherwise payable in respect of
      Extraordinary Trust Fund Expenses, (v) the Credit Risk Management Fee, (vi)
      amounts deposited in a Collection Account or the Distribution Account in error,
      (vii) the amount of any Prepayment Charges collected by a Servicer in connection
      with the Principal Prepayment of any of the Mortgage Loans and (viii) amounts
      reimbursable to a successor Servicer (including the Master Servicer) pursuant
      to
      Section 8.02 of this Agreement.

     

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

     

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

     

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

     

    “Book-Entry
      Certificates”:
      The
      Offered Certificates and Class B-1 Certificates for so long as the Certificates
      of such Class shall be registered in the name of the Depository or its
      nominee.

     

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

     

    “Business
      Day”:
      Any
      day other than a Saturday, a Sunday or a day on which banking or savings and
      loan institutions in the States of New York, California, Florida, Maryland,
      Minnesota, Texas or in the city in which the Corporate Trust Office of the
      Trustee is located, are authorized or obligated by law or executive order to
      be
      closed.

     

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

     

    “Certificate”:
      Any
      one of ACE Securities Corp., Asset Backed Pass-Through Certificates, Series
      2006-SL1, Class A, Class M-1A, Class M-1B, Class M-2, Class M-3, Class M-4,
      Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1, Class P,
      Class
      CE-1, Class CE-2 and Class R Certificates issued under this Agreement.


     

    “Certificate
      Factor”:
      With
      respect to any Class of Certificates (other than the Residual Certificates)
      as
      of any Distribution Date, a fraction, expressed as a decimal carried to six
      places, the numerator of which is the aggregate Certificate Principal Balance
      (or Notional Amount, in the case of the Class CE-1 Certificates and Class CE-2
      Certificates) of such Class of Certificates on such Distribution Date (after
      giving effect to any distributions of principal and allocations of Realized
      Losses resulting in reduction of the Certificate Principal Balance (or Notional
      Amount, in the case of the Class CE-1 Certificates and Class CE-2 Certificates)
      of such Class of Certificates to be made on such Distribution Date), and the
      denominator of which is the initial aggregate Certificate Principal Balance
      (or
      Notional Amount, in the case of the Class CE-1 Certificates and Class CE-2
      Certificates) of such Class of Certificates as of the Closing Date.

     

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

     

    With
      respect to the Class M-1B Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest M-1B, 0.420% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.630%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-4, 0.600% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.900%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-5, 0.670% in the case of each
      Distribution Date through and including the Optional Termination Date and 1.005%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-6 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-6, 0.750% in the case of each
      Distribution Date through and including the Optional Termination Date and 1.125%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-7 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-7, 1.600% in the case of each
      Distribution Date through and including the Optional Termination Date and 2.100%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-8 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-8, 2.050% in the case of each
      Distribution Date through and including the Optional Termination Date and 2.550%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-9 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-9, 2.850% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.350%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class B-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest B-1, 3.000% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.500%
      in the case of each Distribution Date thereafter.

     

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

     

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

     

    “Certificate
      Principal Balance”:
      With
      respect to each Class A Certificate, Mezzanine Certificate, Class B-1
      Certificate or Class P Certificate as of any date of determination, the
      Certificate Principal Balance of such Certificate on the Distribution Date
      immediately prior to such date of determination plus any Subsequent Recoveries
      added to the Certificate Principal Balance of such Certificate pursuant to
      Section 5.04 of this Agreement, minus all distributions allocable to
      principal made thereon and Realized Losses allocated thereto, if any, on such
      immediately prior Distribution Date (or, in the case of any date of
      determination up to and including the first Distribution Date, the initial
      Certificate Principal Balance of such Certificate, as stated on the face
      thereof). With respect to each Class CE-1 Certificate as of any date of
      determination, an amount equal to the Percentage Interest evidenced by such
      Certificate times the excess, if any, of (A) the then aggregate Uncertificated
      Balances of the REMIC II Regular Interests over (B) the then aggregate
      Certificate Principal Balances of the Class A Certificates, the Mezzanine
      Certificates, the Class B-1 Certificates and the Class P Certificates then
      outstanding. The aggregate initial Certificate Principal Balance of each Class
      of Regular Certificates is set forth in the Preliminary Statement
      hereto.

     

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

     

    “Certification
      Parties”:
      Has
      the meaning set forth in Section 3.19 of this Agreement.

     

    “Certifying
      Person”:
      Has
      the meaning set forth in Section 3.19 of this Agreement.

     

    “Charged
      Off Loan”:
      With
      respect to any Distribution Date, a defaulted Mortgage Loan that the related
      Servicer is required to charge off once such Mortgage Loan becomes 180 days
      delinquent pursuant to Section 3.13, provided that such Mortgage Loan is not
      a
      Liquidated Mortgage Loan and provided further, that the related Servicer has
      determined, based on a broker’s price opinion and other relevant considerations,
      that there will be (i) no Significant Subsequent Recoveries with respect to
      such
      Mortgage Loan or (ii) the potential Subsequent 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 Certificates bearing the same class
      designation.

     

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

     

    “Class
      A Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the Certificate Principal
      Balance of the Class A Certificates immediately prior to such Distribution
      Date
      over (y) the lesser of (A) the product of (i) 28.30% and (ii) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance
      of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      B-1 Certificate”:
      Any
      one of the Class B-1 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      B-1 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the sum of (i) the Certificate
      Principal Balance of the Class A Certificates (after taking into account the
      payment of the Class A Principal Distribution Amount on such Distribution Date),
      (ii) the sum of the Certificate Principal Balances of the Class M-1A
      Certificates and Class M-1B Certificates (after taking into account the payment
      of the Class M-1 Principal Distribution Amount on such Distribution Date),
      (iii)
      the Certificate Principal Balance of the Class M-2 Certificates (after taking
      into account the payment of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the payment of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (v) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the payment
      of
      the Class M-4 Principal Distribution Amount on such Distribution Date), (vi)
      the
      Certificate Principal Balance of the Class M-5 Certificates (after taking into
      account the payment of the Class M-5 Principal Distribution Amount on such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates (after taking into account the payment of the Class M-6 Principal
      Distribution Amount on such Distribution Date), (viii) the Certificate Principal
      Balance of the Class M-7 Certificates (after taking into account the payment
      of
      the Class M-7 Principal Distribution Amount on such Distribution Date), (ix)
      the
      Certificate Principal Balance of the Class M-8 Certificates (after taking into
      account the payment of the Class M-8 Principal Distribution Amount on such
      Distribution Date), (x) the Certificate Principal Balance of the Class M-9
      Certificates (after taking into account the payment of the Class M-9 Principal
      Distribution Amount on such Distribution Date) and (xi) the Certificate
      Principal Balance of the Class B-1 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 82.40% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      CE-1 Certificate”:
      Any
      one of the Class CE-1 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Class
      M-1 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the sum of (i) the Certificate
      Principal Balance of the Class A Certificates (after taking into account the
      payment of the Class A Principal Distribution Amount on such Distribution Date)
      and (ii) the sum of the Certificate Principal Balances of the Class M-1A
      Certificates and Class M-1B Certificates immediately prior to such Distribution
      Date over (y) the lesser of (A) the product of (i) 40.00% and (ii) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance
      of the Mortgage Loans as of the Cut-off Date.

     

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

     

    “Class
      M-2 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the sum of (i) the Certificate
      Principal Balance of the Class A Certificates (after taking into account the
      payment of the Class A Principal Distribution Amount on such Distribution Date),
      (ii) the sum of the Certificate Principal Balances of the Class M-1A
      Certificates and Class M-1B Certificates (after taking into account the payment
      of the Class M-1 Principal Distribution Amount on such Distribution Date) and
      (iii) the Certificate Principal Balance of the Class M-2 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 48.80% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the product
      of
      (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as
      of
      the Cut-off Date.

     

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

     

    “Class
      M-3 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the sum of (i) the Certificate
      Principal Balance of the Class A Certificates (after taking into account the
      payment of the Class A Principal Distribution Amount on such Distribution Date),
      (ii) the sum of the Certificate Principal Balances of the Class M-1A
      Certificates and Class M-1B Certificates (after taking into account the payment
      of the Class M-1 Principal Distribution Amount on such Distribution Date),
      (iii)
      the Certificate Principal Balance of the Class M-2 Certificates (after taking
      into account the payment of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date) and (iv) the Certificate Principal Balance of the Class
      M-3
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 54.00% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date.

     

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

     

    “Class
      M-4 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the sum of (i) the Certificate
      Principal Balance of the Class A Certificates (after taking into account the
      payment of the Class A Principal Distribution Amount on such Distribution Date),
      (ii) the sum of the Certificate Principal Balances of the Class M-1A
      Certificates and Class M-1B Certificates (after taking into account the payment
      of the Class M-1 Principal Distribution Amount on such Distribution Date),
      (iii)
      the Certificate Principal Balance of the Class M-2 Certificates (after taking
      into account the payment of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the payment of the Class M-3 Principal
      Distribution Amount on such Distribution Date) and (v) the Certificate Principal
      Balance of the Class M-4 Certificates immediately prior to such Distribution
      Date over (y) the lesser of (A) the product of (i) 58.20% and (ii) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance
      of the Mortgage Loans as of the Cut-off Date.

     

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

     

    “Class
      M-5 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the sum of (i) the Certificate
      Principal Balance of the Class A Certificates (after taking into account the
      payment of the Class A Principal Distribution Amount on such Distribution Date),
      (ii) the sum of the Certificate Principal Balances of the Class M-1A
      Certificates and Class M-1B Certificates (after taking into account the payment
      of the Class M-1 Principal Distribution Amount on such Distribution Date),
      (iii)
      the Certificate Principal Balance of the Class M-2 Certificates (after taking
      into account the payment of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the payment of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (v) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the payment
      of
      the Class M-4 Principal Distribution Amount on such Distribution Date) and
      (vi)
      the Certificate Principal Balance of the Class M-5 Certificates immediately
      prior to such Distribution Date over (y) the lesser of (A) the product of (i)
      62.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) and (B) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced and unscheduled collections of principal received
      during the related Prepayment Period) minus the product of (i) 0.50% and (ii)
      the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

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

     

    “Class
      M-6 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the sum of (i) the Certificate
      Principal Balance of the Class A Certificates (after taking into account the
      payment of the Class A Principal Distribution Amount on such Distribution Date),
      (ii) the sum of the Certificate Principal Balances of the Class M-1A
      Certificates and Class M-1B Certificates (after taking into account the payment
      of the Class M-1 Principal Distribution Amount on such Distribution Date),
      (iii)
      the Certificate Principal Balance of the Class M-2 Certificates (after taking
      into account the payment of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the payment of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (v) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the payment
      of
      the Class M-4 Principal Distribution Amount on such Distribution Date), (vi)
      the
      Certificate Principal Balance of the Class M-5 Certificates (after taking into
      account the payment of the Class M-5 Principal Distribution Amount on such
      Distribution Date) and (vii) the Certificate Principal Balance of the Class
      M-6
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 66.80% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date.

     

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

     

    “Class
      M-7 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the sum of (i) the Certificate
      Principal Balance of the Class A Certificates (after taking into account the
      payment of the Class A Principal Distribution Amount on such Distribution Date),
      (ii) the sum of the Certificate Principal Balances of the Class M-1A
      Certificates and Class M-1B Certificates (after taking into account the payment
      of the Class M-1 Principal Distribution Amount on such Distribution Date),
      (iii)
      the Certificate Principal Balance of the Class M-2 Certificates (after taking
      into account the payment of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the payment of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (v) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the payment
      of
      the Class M-4 Principal Distribution Amount on such Distribution Date), (vi)
      the
      Certificate Principal Balance of the Class M-5 Certificates (after taking into
      account the payment of the Class M-5 Principal Distribution Amount on such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates (after taking into account the payment of the Class M-6 Principal
      Distribution Amount on such Distribution Date) and (viii) the Certificate
      Principal Balance of the Class M-7 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 71.00% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

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

     

    “Class
      M-8 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the sum of (i) the Certificate
      Principal Balance of the Class A Certificates (after taking into account the
      payment of the Class A Principal Distribution Amount on such Distribution Date),
      (ii) the sum of the Certificate Principal Balances of the Class M-1A
      Certificates and Class M-1B Certificates (after taking into account the payment
      of the Class M-1 Principal Distribution Amount on such Distribution Date),
      (iii)
      the Certificate Principal Balance of the Class M-2 Certificates (after taking
      into account the payment of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the payment of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (v) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the payment
      of
      the Class M-4 Principal Distribution Amount on such Distribution Date), (vi)
      the
      Certificate Principal Balance of the Class M-5 Certificates (after taking into
      account the payment of the Class M-5 Principal Distribution Amount on such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates (after taking into account the payment of the Class M-6 Principal
      Distribution Amount on such Distribution Date), (viii) the Certificate Principal
      Balance of the Class M-7 Certificates (after taking into account the payment
      of
      the Class M-7 Principal Distribution Amount on such Distribution Date) and
      (ix)
      the Certificate Principal Balance of the Class M-8 Certificates immediately
      prior to such Distribution Date over (y) the lesser of (A) the product of (i)
      75.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) and (B) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced and unscheduled collections of principal received
      during the related Prepayment Period) minus the product of (i) 0.50% and (ii)
      the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

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

     

    “Class
      M-9 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the sum of (i) the Certificate
      Principal Balance of the Class A Certificates (after taking into account the
      payment of the Class A Principal Distribution Amount on such Distribution Date),
      (ii) the sum of the Certificate Principal Balances of the Class M-1A
      Certificates and Class M-1B Certificates (after taking into account the payment
      of the Class M-1 Principal Distribution Amount on such Distribution Date),
      (iii)
      the Certificate Principal Balance of the Class M-2 Certificates (after taking
      into account the payment of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the payment of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (v) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the payment
      of
      the Class M-4 Principal Distribution Amount on such Distribution Date), (vi)
      the
      Certificate Principal Balance of the Class M-5 Certificates (after taking into
      account the payment of the Class M-5 Principal Distribution Amount on such
      Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
      Certificates (after taking into account the payment of the Class M-6 Principal
      Distribution Amount on such Distribution Date), (viii) the Certificate Principal
      Balance of the Class M-7 Certificates (after taking into account the payment
      of
      the Class M-7 Principal Distribution Amount on such Distribution Date), (ix)
      the
      Certificate Principal Balance of the Class M-8 Certificates (after taking into
      account the payment of the Class M-8 Principal Distribution Amount on such
      Distribution Date) and (x) the Certificate Principal Balance of the Class M-9
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 78.40% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date.

     

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

     

    “Class
      R Certificates”:
      Any
      one of the Class R Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-6, and evidencing the Class R-I Interest, the Class R-II
      Interest and the Class R-III Interest.

     

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

     

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

     

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

     

    “Closing
      Date”:
      January 27, 2006.

     

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

     

    “Collection
      Account”:
      The
      separate account or accounts created and maintained, or caused to be created
      and
      maintained, by each Servicer pursuant to Section 3.08(a) of this Agreement,
      which shall be entitled “GMAC Mortgage Corporation, as a Servicer for HSBC Bank
      USA, National Association as Trustee, in trust for the registered holders of
      ACE
      Securities Corp., Home Equity Loan Trust, Series 2006-SL1, Asset Backed
      Pass-Through Certificates”, and “Ocwen Loan Servicing, LLC, as a Servicer for
      HSBC Bank USA, National Association as Trustee, in trust for the registered
      holders of ACE Securities Corp., Home Equity Loan Trust, Series 2006-SL1, Asset
      Backed Pass-Through Certificates”, respectively. The Collection Accounts must be
      Eligible Accounts.

     

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

     

    “Combined
      Loan-to-Value Ratio”:
      With
      respect to any Mortgage Loan and as of any date of determination, the fraction
      (expressed as a percentage) the numerator of which is the sum of (i) original
      principal balance of the related Mortgage Loan at such date of determination
      and
      (ii) the unpaid principal balance of the related First Mortgage Loan as of
      the
      date of origination of that Mortgage Loan and the denominator of which is (a)
      with respect to a Refinanced Mortgage Loan, the Value of the related Mortgaged
      Property at origination and (b) with respect to all other Mortgage Loans, the
      lesser of (i) the Value of the related Mortgage Property at origination and
      (ii)
      the purchase price of the related Mortgaged Property.

     

    “Commission”:
      The
      Securities and Exchange Commission.

     

    “Corporate
      Trust Office”:
      The
      principal corporate trust office of the Trustee or the Securities Administrator,
      as the case may be, at which, at any particular time, its corporate trust
      business in connection with this Agreement shall be administered, which office
      at the date of the execution of this instrument is located at (i) with respect
      to the Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New
      York,
      New York 10018, Attention: ACE Securities Corp., 2006-SL1, or at such other
      address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Securities
      Administrator and the Servicers and (ii) with respect to the office of the
      Securities Administrator, which for purposes of Certificate transfers and
      surrender is located at Wells Fargo Bank, National Association, Sixth Street
      and
      Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
      (ACE
      2006-SL1), and (B) for all other purposes is located at Wells Fargo Bank,
      National Association, P.O. Box 98, Columbia, Maryland 21046, Attention:
      Corporate Trust (ACE 2006-SL1) (or for overnight deliveries, at 9062 Old
      Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust (ACE
      2006-SL1)) or at such other address as the Securities Administrator may
      designate from time to time by notice to the Certificateholders, the Depositor,
      the Master Servicer, the Servicer and the Trustee.

     

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

     

    
      	
              REMIC
                II Regular
                Interest

            	
              Class

            
	
              REMIC
                II Regular Interest A

            	
              A

            
	
              REMIC
                II Regular Interest M-1A

            	
              M-1A

            
	
              REMIC
                II Regular Interest M-1B

            	
              M-1B

            
	
              REMIC
                II Regular Interest M-2

            	
              M-2

            
	
              REMIC
                II Regular Interest M-3

            	
              M-3

            
	
              REMIC
                II Regular Interest M-4

            	
              M-4

            
	
              REMIC
                II Regular Interest M-5

            	
              M-5

            
	
              REMIC
                II Regular Interest M-6

            	
              M-6

            
	
              REMIC
                II Regular Interest M-7

            	
              M-7

            
	
              REMIC
                II Regular Interest M-8

            	
              M-8

            
	
              REMIC
                II Regular Interest M-9

            	
              M-9

            
	
              REMIC
                II Regular Interest B-1

            	
              B-1

            
	
              REMIC
                II Regular Interest P

            	
              P

            
	
              REMIC
                II Regular Interest CE-2

            	
              CE-2

            


    

    


    “Credit
      Enhancement Percentage”:
      For
      any Distribution Date, the percentage equivalent of a fraction, the numerator
      of
      which is the sum of the aggregate Certificate Principal Balances of the
      Mezzanine Certificates, the Class B-1 Certificates and the Class CE-1
      Certificates, and the denominator of which is the aggregate Stated Principal
      Balance of the Mortgage Loans, calculated after taking into account
      distributions of principal on the Mortgage Loans and distribution of the
      Principal Distribution Amount to the Certificates then entitled to distributions
      of principal on such Distribution Date.

     

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

     

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

     

    “Credit
      Risk Management Fee Rate”:
      0.015%
      per annum.

     

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

     

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

     

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

     

    “Cut-off
      Date”:
      With
      respect to each Mortgage Loan, January 1, 2006. With respect to all Qualified
      Substitute Mortgage Loans, their respective dates of substitution. References
      herein to the “Cut-off Date,” when used with respect to more than one Mortgage
      Loan, shall be to the respective Cut-off Dates for such Mortgage
      Loans.

     

    “DBNTC”:
      Deutsche Bank National Trust Company, a national banking
      association.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Distribution
      Account”:
      The
      separate trust account or accounts created and maintained by the Securities
      Administrator pursuant to Section 3.08(b) of this Agreement in the name of
      the Securities Administrator for the benefit of the Certificateholders and
      designated “Wells Fargo Bank, N.A., in trust for registered holders of ACE
      Securities Corp. Home Equity Loan Trust, Series 2006-SL1”. Funds in the
      Distribution Account shall be held in trust for the Certificateholders for
      the
      uses and purposes set forth in this Agreement. The Distribution Account must
      be
      an Eligible Account.

     

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

     

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

     

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

     

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

     

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

     

    “Escrow
      Mortgage Loan”:
      Any
      Mortgage Loan for which the related Servicer has established an Escrow Account
      for items constituting Escrow Payments.

     

    “Escrow
      Payments”:
      With
      respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
      mortgage insurance premiums, fire and hazard insurance premiums, and any other
      payments required to be escrowed by the Mortgagor with the mortgagee pursuant
      to
      the Mortgage, applicable law or any other related document.

     

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

     

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

     

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

     

    “Excess
      Servicing Fee”:
      Shall
      have the meaning set forth in Section 5.01(b).

     

    “Expense
      Adjusted Mortgage Rate”:
      With
      respect to any Mortgage Loan or REO Property, the then applicable Mortgage
      Rate
      thereon minus the Administration Fee Rate.

     

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

     

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

     

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

     

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

     

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

     

    “First
      Mortgage Loan”:
      A
      mortgage loan that is secured by a first lien on the related Mortgaged
      Property.

     

    “Fixed
      Rate Certificates”:
      Any
      one of the Class M-1A, Class M-2 or Class M-3 Certificates. 

     

    “Floating
      Rate Certificates”:
      Any
      one of the Class A, Class M-1B, Class M-4, Class M-5, Class M-6, Class M-7,
      Class M-8, Class M-9 or Class B-1 Certificates. 

     

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

     

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

     

    “GMAC”:
      GMAC
      Mortgage Corporation or any successor thereto appointed hereunder in connection
      with the servicing and administration of the GMAC Mortgage Loans.

     

    “GMAC
      Mortgage Loans”:
      Those
      Mortgage Loans serviced by GMAC pursuant to the terms of this Agreement and
      identified as such on the Mortgage Loan Schedule.

     

    “GMAC
      Servicing Fee Rate”:
      With
      respect to each GMAC Mortgage Loan, 0.21% per annum.

     

    “Independent”:
      When
      used with respect to any specified Person, any such Person who (a) is in fact
      independent of the Depositor, the Master Servicer, the Securities Administrator,
      the Servicers, the Sponsor, any originator and their respective Affiliates,
      (b)
      does not have any direct financial interest in or any material indirect
      financial interest in the Depositor, the Master Servicer, the Securities
      Administrator, the Servicers, the Sponsor, any originator or any Affiliate
      thereof, and (c) is not connected with the Depositor, the Master Servicer,
      the
      Securities Administrator, the Servicers, the Sponsor, any originator or any
      Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
      partner, director or Person performing similar functions; provided, however,
      that a Person shall not fail to be Independent of the Depositor, the Master
      Servicer, the Securities Administrator, the Servicers, the Sponsor, any
      originator or any Affiliate thereof merely because such Person is the beneficial
      owner of 1% or less of any class of securities issued by the Depositor, the
      Master Servicer, the Securities Administrator, the Servicers, the Sponsor,
      any
      originator or any Affiliate thereof, as the case may be. When used with respect
      to any accountants, a Person who is “independent” within the meaning of Rule
      2-01(B) of the Securities and Exchange Commission’s Regulation S-X.


     

    “Independent
      Contractor”:
      Either
      (i) any Person (other than a Servicer) that would be an “independent contractor”
with respect to REMIC I within the meaning of Section 856(d)(3) of the Code
      if REMIC I were a real estate investment trust (except that the ownership tests
      set forth in that section shall be considered to be met by any Person that
      owns,
      directly or indirectly, 35% or more of any Class of Certificates), so long
      as
      REMIC I does not receive or derive any income from such Person and provided
      that
      the relationship between such Person and REMIC I is at arm’s length, all within
      the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
      Person (including a Servicer) if the Trustee has received an Opinion of Counsel
      to the effect that the taking of any action in respect of any REO Property
      by
      such Person, subject to any conditions therein specified, that is otherwise
      herein contemplated to be taken by an Independent Contractor will not cause
      such
      REO Property to cease to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) of the Code (determined without regard to the exception
      applicable for purposes of Section 860D(a) of the Code), or cause any
      income realized in respect of such REO Property to fail to qualify as Rents
      from
      Real Property.

     

    “Institutional
      Accredited Investor”:
      As
      defined in Section 6.01(c) of this Agreement.

     

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

     

    “Interest
      Accrual Period”:
      With
      respect to any Distribution Date and the Floating Rate Certificates, the period
      commencing on the Distribution Date of the month immediately preceding the
      month
      in which such Distribution Date occurs (or, in the case of the first
      Distribution Date, commencing on the Closing Date) and ending on the day
      preceding such Distribution Date. With respect to any Distribution Date and
      the
      Fixed Rate Certificates, the Class CE-1 Certificates and Class CE-2 Certificates
      and the REMIC II Regular Interests, the one-month period commencing on the
      first
      day of the month prior to the month in which the Distribution Date occurs and
      ending on the last day of the calendar month immediately preceding the month
      in
      which such Distribution Date occurs.

     

    “Interest
      Carry Forward Amount”:
      With
      respect to any Distribution Date and any Class A Certificate, Mezzanine
      Certificate or Class B-1 Certificate, the sum of (i) the amount, if any, by
      which (a) the Interest Distribution Amount for such Class as of the immediately
      preceding Distribution Date exceeded (b) the actual amount distributed on such
      Class in respect of interest on such immediately preceding Distribution Date
      and
      (ii) the amount of any Interest Carry Forward Amount for such Class remaining
      unpaid from the previous Distribution Date, plus accrued interest on such sum
      calculated at the related Pass-Through Rate for the most recently ended Interest
      Accrual Period.

     

    “Interest
      Determination Date”:
      With
      respect to the Floating Rate Certificates and REMIC II Regular Interest A,
      REMIC
      II Regular Interest M-1B, REMIC II Regular Interest M-4, REMIC II Regular
      Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7,
      REMIC II Regular Interest M-8, REMIC II Regular Interest M-9 and REMIC II
      Regular Interest B-1 and any Interest Accrual Period therefor, the second London
      Business Day preceding the commencement of such Interest Accrual
      Period.

     

    “Interest
      Distribution Amount”:
      With
      respect to any Distribution Date and any Class A Certificates, any Mezzanine
      Certificates, any Class B-1 Certificates and any Class CE-1 Certificates, the
      aggregate Accrued Certificate Interest on the Certificates of such Class for
      such Distribution Date.

     

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

     

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

     

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

     

    “Liquidated
      Mortgage Loan”:
      A
      Liquidated Mortgage Loan is a Mortgage Loan that was liquidated and for which
      the related Servicer has determined that it has received all amounts it expects
      to receive in connection with such liquidation, including payments under any
      related private mortgage insurance policy, hazard insurance policy or any
      condemnation proceeds and amounts received in connection with the final
      disposition of the related REO Property.

     

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

     

    “Liquidation
      Proceeds”:
      The
      amount (other than Insurance Proceeds, amounts received in respect of the rental
      of any REO Property prior to REO Disposition, or required to be released to
      a
      Mortgagor or a senior lienholder in accordance with applicable law or the terms
      of the related Mortgage Loan Documents) received by the related Servicer in
      connection with (i) the taking of all or a part of a Mortgaged Property by
      exercise of the power of eminent domain or condemnation (other than amounts
      required to be released to the Mortgagor or a senior lienholder), (ii) the
      liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure
      sale or otherwise, (iii) the repurchase, substitution or sale of a Mortgage
      Loan
      or an REO Property pursuant to or as contemplated by Section 2.03,
      Section 3.13(c), Section 3.21 or Section 10.01 of this Agreement
      or (iv) any Subsequent Recoveries. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Master
      Servicing Fee Rate”:
      0.0185% per annum.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Monthly
      Payment”:
      With
      respect to any Mortgage Loan, the scheduled monthly payment of principal and
      interest on such Mortgage Loan which is payable by the related Mortgagor from
      time to time under the related Mortgage Note, determined: (a) after giving
      effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect
      to such Mortgage Loan and (ii) any reduction in the amount of interest
      collectible from the related Mortgagor pursuant to the Relief Act or similar
      state or local laws; (b) without giving effect to any extension granted or
      agreed to by the related Servicer pursuant to Section 3.01 of this
      Agreement; and (c) on the assumption that all other amounts, if any, due under
      such Mortgage Loan are paid when due.

     

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

     

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

     

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

     

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

     

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

     

    “Mortgage
      Loan Purchase Agreement”:
      Shall
      mean the Mortgage Loan Purchase Agreement dated as of January 27, 2006, between
      the Depositor and the Sponsor, a copy of which is attached hereto as
Exhibit
      F.

     

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

     

    (i) the
      Mortgage Loan identifying number;

     

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

     

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

     

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

     

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

     

    (vi) the
      original months to maturity;

     

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

     

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

     

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

     

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

     

    (xi) the
      stated maturity date;

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xviii) the
      Mortgage Rate at origination;

     

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

     

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

     

    (xxi) a
      code
      indicating if the Mortgage Loan is subject to a primary insurance policy or
      lender paid mortgage insurance policy and the name of the insurer;

     

    (xxii) the
      Appraised Value of the Mortgaged Property;

     

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

     

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

     

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

     

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

     

    (xxvii) the
      FICO
      score at origination; 

     

    (xxviii) the
      applicable Servicer; and 

     

    (xxix) the
      applicable Custodian.

     

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

     

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

     

    “Mortgage
      Rate”:
      With
      respect to each Mortgage Loan, the annual rate at which interest accrues on
      such
      Mortgage Loan from time to time in accordance with the provisions of the related
      Mortgage Note. With respect to each Mortgage Loan that becomes an REO Property,
      as of any date of determination, the annual rate determined in accordance with
      the immediately preceding sentence as of the date such Mortgage Loan became
      an
      REO Property.

     

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

     

    “Mortgagor”:
      The
      obligor on a Mortgage Note.

     

    “Net
      Monthly Excess Cashflow”:
      With
      respect to any Distribution Date, the sum of (i) any Overcollateralization
      Reduction Amount for such Distribution Date and (ii) the excess of (x) the
      Available Distribution Amount for such Distribution Date over (y) the sum for
      such Distribution Date of (A) the aggregate Senior Interest Distribution Amounts
      payable to the Holders of the Class A Certificates, (B) the aggregate Interest
      Distribution Amounts payable to the holders of the Mezzanine Certificates and
      the Class B-1 Certificates, (C) the Principal Remittance Amount and (D) any
      Net
      Swap Payment or Swap Termination Payment (not caused by the occurrence of a
      Swap
      Provider Trigger Event) owed to the Swap Provider.

     

    “Net
      Mortgage Rate”:
      With
      respect to any Mortgage Loan (or the related REO Property) as of any date of
      determination, a per annum rate of interest equal to the then applicable
      Mortgage Rate for such Mortgage Loan minus the Administration Fee
      Rate.

     

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

     

    “Net
      WAC Pass-Through Rate”:
      For
      any Distribution Date and the Offered Certificates and the Class B-1
      Certificates, a rate per annum (adjusted, with respect to the Floating Rate
      Certificates, for the actual number of days elapsed in the related Interest
      Accrual Period) equal to a fraction, expressed as a percentage, the numerator
      of
      which is the amount of interest which accrued on the Mortgage Loans in the
      prior
      calendar month minus the Administration Fees for such Distribution Date and
      the
      Net Swap Payment payable to the Swap Provider or Swap Termination Payment
      payable to the Swap Provider which was not caused by the occurrence of a Swap
      Provider Trigger Event, in each case for such Distribution Date and the
      denominator of which is the aggregate principal balance of the Mortgage Loans
      as
      of the last day of the immediately preceding Due Period (or as of the Cut-off
      Date with respect to the first Distribution Date), after giving effect to
      principal prepayments received during the related Prepayment Period. For federal
      income tax purposes, the economic equivalent of such rate shall be expressed
      as
      the weighted average of the REMIC II Remittance Rates on the REMIC II Regular
      Interests, weighted on the basis of the Uncertificated Balance of each such
      REMIC II Regular Interest.

     

    “Net
      WAC Rate Carryover Amount”:
      With
      respect to any Class A Certificate, Mezzanine Certificate or Class B-1
      Certificate and any Distribution Date on which the Pass-Through Rate is limited
      to the applicable Net WAC Pass-Through Rate, an amount equal to the sum of
      (i)
      the excess of (x) the amount of interest such Class would have been entitled
      to
      receive on such Distribution Date if the applicable Net WAC Pass-Through Rate
      would not have been applicable to such Class on such Distribution Date over
      (y)
      the amount of interest paid to such Class on such Distribution Date at the
      applicable Net WAC Pass-Through Rate plus (ii) the related Net WAC Rate
      Carryover Amount for the previous Distribution Date not previously distributed
      to such Class together with interest thereon at a rate equal to the Pass-Through
      Rate for such Class for the most recently ended Interest Accrual Period without
      taking into account the applicable Net WAC Pass-Through Rate.

     

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

     

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

     

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

     

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

     

    “Notional
      Amount”:
      With
      respect to the Class CE-1 Certificates and any Distribution Date, the
      Uncertificated Balance of the REMIC II Regular Interests (other than REMIC
      II
      Regular Interest P) for such Distribution Date. As of the Closing Date, the
      Notional Amount of the Class CE-1 Certificates is equal to
      $421,957,277.74.

     

    With
      respect to the Class CE-2 Certificates and any Distribution Date, the Notional
      Amount of the REMIC II Regular Interest CE-2 for such Distribution Date.


     

    With
      respect to the REMIC II Regular Interest CE-2 and any Distribution Date, the
      Notional Amount of the REMIC I Regular Interest I-CE-2 and REMIC I Regular
      Interest II-CE-2 for such Distribution Date. 

     

    With
      respect to REMIC I Regular Interest I-CE-2 and any Distribution Date, the sum
      of
      the aggregate principal balances of the Ocwen Mortgage Loans for such
      Distribution Date. With respect to REMIC I Regular Interest II-CE-2 and any
      Distribution Date, the sum of the aggregate principal balances of the GMAC
      Mortgage Loans for such Distribution Date.

     

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

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interests

            
	
              1

            	
              I-1-A
                through I-63-A

            
	
              2

            	
              I-2-A
                through I-63-A

            
	
              3

            	
              I-3-A
                through I-63-A

            
	
              4

            	
              I-4-A
                through I-63-A

            
	
              5

            	
              I-5-A
                through I-63-A

            
	
              6

            	
              I-6-A
                through I-63-A

            
	
              7

            	
              I-7-A
                through I-63-A

            
	
              8

            	
              I-8-A
                through I-63-A

            
	
              9

            	
              I-9-A
                through I-63-A

            
	
              10

            	
              I-10-A
                through I-63-A

            
	
              11

            	
              I-11-A
                through I-63-A

            
	
              12

            	
              I-12-A
                through I-63-A

            
	
              13

            	
              I-13-A
                through I-63-A

            
	
              14

            	
              I-14-A
                through I-63-A

            
	
              15

            	
              I-15-A
                through I-63-A

            
	
              16

            	
              I-16-A
                through I-63-A

            
	
              17

            	
              I-17-A
                through I-63-A

            
	
              18

            	
              I-18-A
                through I-63-A

            
	
              19

            	
              I-19-A
                through I-63-A

            
	
              20

            	
              I-20-A
                through I-63-A

            
	
              21

            	
              I-21-A
                through I-63-A

            
	
              22

            	
              I-22-A
                through I-63-A

            
	
              23

            	
              I-23-A
                through I-63-A

            
	
              24

            	
              I-24-A
                through I-63-A

            
	
              25

            	
              I-25-A
                through I-63-A

            
	
              26

            	
              I-26-A
                through I-63-A

            
	
              27

            	
              I-27-A
                through I-63-A

            
	
              28

            	
              I-28-A
                through I-63-A

            
	
              29

            	
              I-29-A
                through I-63-A

            
	
              30

            	
              I-30-A
                through I-63-A

            
	
              31

            	
              I-31-A
                through I-63-A

            
	
              32

            	
              I-32-A
                through I-63-A

            
	
              33

            	
              I-33-A
                through I-63-A

            
	
              34

            	
              I-34-A
                through I-63-A

            
	
              35

            	
              I-35-A
                through I-63-A

            
	
              36

            	
              I-36-A
                through I-63-A

            
	
              37

            	
              I-37-A
                through I-63-A

            
	
              38

            	
              I-38-A
                through I-63-A

            
	
              39

            	
              I-39-A
                through I-63-A

            
	
              40

            	
              I-40-A
                through I-63-A

            
	
              41

            	
              I-41-A
                through I-63-A

            
	
              42

            	
              I-42-A
                through I-63-A

            
	
              43

            	
              I-43-A
                through I-63-A

            
	
              44

            	
              I-44-A
                through I-63-A

            
	
              45

            	
              I-45-A
                through I-63-A

            
	
              46

            	
              I-46-A
                through I-63-A

            
	
              47

            	
              I-47-A
                through I-63-A

            
	
              48

            	
              I-48-A
                through I-63-A

            
	
              49

            	
              I-49-A
                through I-63-A

            
	
              50

            	
              I-50-A
                through I-63-A

            
	
              51

            	
              I-51-A
                through I-63-A

            
	
              52

            	
              I-52-A
                through I-63-A

            
	
              53

            	
              I-53-A
                through I-63-A

            
	
              54

            	
              I-54-A
                through I-63-A

            
	
              55

            	
              I-55-A
                through I-63-A

            
	
              56

            	
              I-56-A
                through I-63-A

            
	
              57

            	
              I-57-A
                through I-63-A

            
	
              58

            	
              I-58-A
                through I-63-A

            
	
              59

            	
              I-59-A
                through I-63-A

            
	
              60

            	
              I-60-A
                through I-63-A

            
	
              61

            	
              I-61-A
                through I-63-A

            
	
              62

            	
              I-62-A
                through I-63-A

            
	
              63

            	
              I-63-A

            
	
              thereafter

            	
              $0.00

            


    

    


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

     

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

     

    “Ocwen
      Mortgage Loans”:
      Those
      Mortgage Loans serviced by Ocwen pursuant to the terms of this Agreement and
      identified as such on the Mortgage Loan Schedule.

     

    “Ocwen
      Servicing Fee Rate”:
      With
      respect to each Ocwen Mortgage Loan, 0.19% per annum. 

     

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

     

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

     

    “One-Month
      LIBOR”:
      With
      respect to the Floating Rate Certificates and REMIC II Regular Interest A,
      REMIC
      II Regular Interest M-1B, REMIC II Regular Interest M-4, REMIC II Regular
      Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7,
      REMIC II Regular Interest M-8, REMIC II Regular Interest M-9 and REMIC II
      Regular Interest B-1 and any Interest Accrual Period therefor, the rate
      determined by the Securities Administrator on the related Interest Determination
      Date on the basis of the offered rate for one-month U.S. dollar deposits, as
      such rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such
      Interest Determination Date; provided that if such rate does not appear on
      Telerate Page 3750, the rate for such date will be determined on the basis
      of
      the offered rates of the Reference Banks for one-month U.S. dollar deposits,
      as
      of 11:00 a.m. (London time) on such Interest Determination Date. In such event,
      the Securities Administrator will request the principal London office of each
      of
      the Reference Banks to provide a quotation of its rate. If on such Interest
      Determination Date, two or more Reference Banks provide such offered quotations,
      One-Month LIBOR for the related Interest Accrual Period shall be the arithmetic
      mean of such offered quotations (rounded upwards if necessary to the nearest
      whole multiple of 1/16). If on such Interest Determination Date, fewer than
      two
      Reference Banks provide such offered quotations, One-Month LIBOR for the related
      Interest Accrual Period shall be the higher of (i) LIBOR as determined on the
      previous Interest Determination Date and (ii) the Reserve Interest Rate.
      Notwithstanding the foregoing, if, under the priorities described above, LIBOR
      for an Interest Determination Date would be based on LIBOR for the previous
      Interest Determination Date for the third consecutive Interest Determination
      Date, the Securities Administrator shall select an alternative comparable index
      (over which the Securities Administrator has no control), used for determining
      one-month Eurodollar lending rates that is calculated and published (or
      otherwise made available) by an independent party. The establishment of
      One-Month LIBOR by the Securities Administrator and the Securities
      Administrator’s subsequent calculation of the One-Month LIBOR Pass-Through Rates
      for the relevant Interest Accrual Period, shall, in the absence of manifest
      error, be final and binding.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Overcollateralization
      Amount”:
      With
      respect to any Distribution Date, the excess, if any, of (a) the aggregate
      Stated Principal Balances of the Mortgage Loans and REO Properties immediately
      following such Distribution Date over (b) the sum of the aggregate Certificate
      Principal Balances of the Class A Certificates, the Mezzanine Certificates,
      the
      Class B-1 Certificates and the Class P Certificates as of such Distribution
      Date
      (after taking into account the payment of the Principal Remittance Amount on
      such Distribution Date).

     

    “Overcollateralization
      Increase Amount”:
      With
      respect to any Distribution Date, the amount of Net Monthly Excess Cashflow
      actually applied as an accelerated payment of principal to the Class A
      Certificates, the Mezzanine Certificates and the Class B-1 Certificates then
      entitled to distributions of principal to the extent the Required
      Overcollateralization Amount exceeds the Overcollateralization
      Amount.

     

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

     

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

     

    “P&I
      Advance”:
      As to
      any Mortgage Loan or REO Property, any advance made by the related Servicer
      in
      respect of any Determination Date pursuant to Section 5.03 of this
      Agreement, an Advance Financing Person pursuant to Section 3.25 of this
      Agreement or in respect of any Distribution Date by a successor Servicer
      (including the Master Servicer) pursuant to Section 8.02 of this Agreement
      (which advances shall not include principal or interest shortfalls due to
      bankruptcy proceedings or application of the Relief Act or similar state or
      local laws).

     

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

     

    With
      respect to the Class M-1A Certificates and any Distribution Date, a rate per
      annum equal to the lesser of (i) 5.570% in the case of each Distribution Date
      through and including the Optional Termination Date, or 6.070% in the case
      of
      any Distribution Date thereafter and (ii) the Net WAC Pass-Through Rate for
      such
      Distribution Date.

     

    With
      respect to the Class M-1B Certificates and any Distribution Date, a rate per
      annum equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for
      such
      Distribution Date and (ii) the Net WAC Pass-Through Rate for such Distribution
      Date.

     

    With
      respect to the Class M-2 Certificates and any Distribution Date, a rate per
      annum equal to the lesser of (i) 5.610% in the case of each Distribution Date
      through and including the Optional Termination Date, or 6.110%, in the case
      of
      any Distribution Date thereafter and (ii) the Net WAC Pass-Through Rate for
      such
      Distribution Date.

     

    With
      respect to the Class M-3 Certificates and any Distribution Date, a rate per
      annum equal to the lesser of (i) 5.660% in the case of each Distribution Date
      through and including the Optional Termination Date, or 6.160%, in the case
      of
      any Distribution Date thereafter and (ii) the Net WAC Pass-Through Rate for
      such
      Distribution Date.

     

    With
      respect to the Class M-4 Certificates and any Distribution Date, a rate per
      annum equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for
      such
      Distribution Date and (ii) the Net WAC Pass-Through Rate for such Distribution
      Date.

     

    With
      respect to the Class M-5 Certificates and any Distribution Date, a rate per
      annum equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for
      such
      Distribution Date and (ii) the Net WAC Pass-Through Rate for such Distribution
      Date.

     

    With
      respect to the Class M-6 Certificates and any Distribution Date, a rate per
      annum equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for
      such
      Distribution Date and (ii) the Net WAC Pass-Through Rate for such Distribution
      Date.

     

    With
      respect to the Class M-7 Certificates and any Distribution Date, a rate per
      annum equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for
      such
      Distribution Date and (ii) the Net WAC Pass-Through Rate for such Distribution
      Date.

     

    With
      respect to the Class M-8 Certificates and any Distribution Date, a rate per
      annum equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for
      such
      Distribution Date and (ii) the Net WAC Pass-Through Rate for such Distribution
      Date.

     

    With
      respect to the Class M-9 Certificates and any Distribution Date, a rate per
      annum equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for
      such
      Distribution Date and (ii) the Net WAC Pass-Through Rate for such Distribution
      Date.

     

    With
      respect to the Class B-1 Certificates and any Distribution Date, a rate per
      annum equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for
      such
      Distribution Date and (ii) the Net WAC Pass-Through Rate for such Distribution
      Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    With
      respect to the Class CE-2 Certificates and any Distribution Date, an amount
      equal to 100% of the amounts distributed on REMIC II Regular Interest
      CE-2.

     

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

     

    “Percentage
      Interest”:
      With
      respect to any Class of Certificates (other than the Residual Certificates),
      the
      undivided percentage ownership in such Class evidenced by such Certificate,
      expressed as a percentage, the numerator of which is the initial Certificate
      Principal Balance represented by such Certificate and the denominator of which
      is the aggregate initial Certificate Principal Balance or Notional Amount of
      all
      of the Certificates of such Class. The Class A Certificates, the Mezzanine
      Certificates and the Class B-1 Certificates are issuable only in minimum
      Percentage Interests corresponding to minimum initial Certificate Principal
      Balances of $25,000 and integral multiples of $1.00 in excess thereof. The
      Class
      P Certificates are issuable only in Percentage Interests corresponding to
      initial Certificate Principal Balances of $20 and integral multiples thereof.
      The Class CE-1 Certificates and Class CE-2 Certificates are issuable only in
      minimum Percentage Interests corresponding to minimum initial Notional Balances
      of $10,000 and integral multiples of $1.00 in excess thereof; provided, however,
      that a single Certificate of each such Class of Certificates may be issued
      having a Percentage Interest corresponding to the remainder of the aggregate
      initial Notional Balance of such Class or to an otherwise authorized
      denomination for such Class plus such remainder. With respect to any Residual
      Certificate, the undivided percentage ownership in such Class evidenced by
      such
      Certificate, as set forth on the face of such Certificate. The Residual
      Certificates are issuable in Percentage Interests of 20% and integral multiples
      of 5% in excess thereof.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    With
      respect to GMAC, a Permitted Investment includes: 

     

    (i) direct
      obligations of, and obligations fully guaranteed by, the United States of
      America, or any agency or instrumentality of the United States of America the
      obligations of which are backed by the full faith and credit of the United
      States of America; or obligations fully guaranteed by, the United States of
      America; Freddie Mac, Fannie Mae, the Federal Home Loan Banks or any agency
      or
      instrumentality of the United States of America rated AA or higher by the Rating
      Agencies;

     

    (ii) federal
      funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company incorporated
      or organized under the laws of the United States of America or any state thereof
      and subject to supervision and examination by federal and/or state banking
      authorities, so long as at the time of such investment or contractual commitment
      providing for such investment the commercial paper or other short-term debt
      obligations of such depository institution or trust company (or, in the case
      of
      a depository institution or trust company which is the principal subsidiary
      of a
      holding company, the commercial paper or other short-term debt obligations
      of
      such holding company) are rated in one of two of the highest ratings by each
      of
      the Rating Agencies, and the long-term debt obligations of such depository
      institution or trust company (or, in the case of a depository institution or
      trust company which is the principal subsidiary of a holding company, the
      long-term debt obligations of such holding company) are rated in one of two
      of
      the highest ratings, by each of the Rating Agencies;

     

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

     

    (iv) securities
      bearing interest or sold at a discount issued by any corporation incorporated
      under the laws of the United States of America or any state thereof which has
      a
      long-term unsecured debt rating in the highest available rating category of
      each
      of the Rating Agencies at the time of such investment;

     

    (v) commercial
      paper having an original maturity of less than 365 days and issued by an
      institution having a short-term unsecured debt rating in the highest available
      rating category of Moody’s and rated “A-1+” by S&P at the time of such
      investment;

     

    (vi) a
      guaranteed investment contract approved by each of the Rating Agencies and
      issued by an insurance company or other corporation having a long-term unsecured
      debt rating in the highest available rating category of each of the Rating
      Agencies at the time of such investment;

     

    (vii) which
      may
      be 12b-1 funds as contemplated under the rules promulgated by the Securities
      and
      Exchange Commission under the Investment Company Act of 1940) having ratings
      in
      the highest available rating category of Moody’s and or “AAAm” or “AAAm-G” by
      S&P at the time of such investment (any such money market funds which
      provide for demand withdrawals being conclusively deemed to satisfy any maturity
      requirements for Eligible Investments set forth herein) including money market
      funds of a Servicer or the Trustee and any such funds that are managed by a
      Servicer or the Trustee or their respective Affiliates or for a Servicer or
      the
      Trustee or any Affiliate of either acts as advisor, as long as such money market
      funds satisfy the criteria of this subparagraph (vii); and

     

    (viii) such
      other investments the investment in which will not, as evidenced by a letter
      from each of the Rating Agencies, result in the downgrading or withdrawal of
      the
      Ratings of the Certificates.

     

    provided,
      however, that no such instrument shall be a Permitted Investment if such
      instrument evidences either (i) a right to receive only interest payments with
      respect to the obligations underlying such instrument, or (ii) 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 of greater than 120% of the yield to maturity at par of such
      underlying obligations.

     

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

     

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

     

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

     

    “Prepayment
      Assumption”:
      A
      prepayment rate of 35% CPR. The Prepayment Assumption is used solely for
      determining the accrual of original issue discount on the Certificates for
      federal income tax purposes. A CPR (or Constant Prepayment Rate) represents
      an
      annualized constant assumed rate of prepayment each month of a pool of mortgage
      loans relative to its outstanding principal balance for the life of such pool.
      

     

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

     

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

     

    (i) the
      Mortgage Loan identifying number;

     

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

     

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

     

    (iv) the
      term
      of the related Prepayment Charge;

     

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

     

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

     

    “Prepayment
      Interest Excess”:
      With
      respect to each Mortgage Loan that was the subject of a Principal Prepayment
      in
      full during the portion of the related Prepayment Period occurring between
      the
      first day of the calendar month in which such Distribution Date occurs and
      the
      fourteenth (14th)
      day of
      the calendar month in which such Distribution Date occurs, an amount equal
      to
      interest (to the extent received) at the applicable Net Mortgage Rate on the
      amount of such Principal Prepayment for the number of days commencing on the
      first day of the calendar month in which such Distribution Date occurs and
      ending on the last date through which interest is collected from the related
      Mortgagor. The related Servicer may withdraw such Prepayment Interest Excess
      from the related Collection Account in accordance with
      Section 3.09(a)(x).

     

    “Prepayment
      Interest Shortfall”:
      With
      respect to any Distribution Date, for each such Mortgage Loan that was the
      subject of a Principal Prepayment in full or in part during the portion of
      the
      related Prepayment Period occurring between the first day of the related
      Prepayment Period and the last day of the calendar month preceding the month
      in
      which such Distribution Date occurs that was applied by the related Servicer
      to
      reduce the outstanding principal balance of such Mortgage Loan on a date
      preceding the Due Date in the succeeding Prepayment Period, an amount equal
      to
      interest at the applicable Net Mortgage Rate on the amount of such Principal
      Prepayment for the number of days commencing on the date on which the prepayment
      is applied and ending on the last day of the calendar month preceding such
      Distribution Date. The obligations of the related Servicer and the Master
      Servicer in respect of any Prepayment Interest Shortfall are set forth in
      Section 3.22 and Section 4.18, respectively of this Agreement.


     

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

     

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

     

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

     

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

     

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

     

    “QIB”:
      As
      defined in Section 6.01(c).

     

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

     

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

     

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

     

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

     

    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made, an amount (not less than zero) equal to (i) the unpaid principal balance
      of the related Mortgage Loan as of the date of acquisition of such REO Property
      on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the close of business on the Distribution Date during such calendar month,
      plus
      (iii) REO Imputed Interest for such REO Property for each calendar month
      commencing with the calendar month in which such REO Property was acquired
      and
      ending with the calendar month in which such Final Recovery Determination was
      made, plus (iv) any amounts previously withdrawn from the related Collection
      Account in respect of the related Mortgage Loan pursuant to
      Section 3.09(a)(ix) and Section 3.13(b) of this Agreement, minus (v)
      the aggregate of all P&I Advances and Servicing Advances (in the case of
      Servicing Advances, without duplication of amounts netted out of the rental
      income, Insurance Proceeds and Liquidation Proceeds described in clause (vi)
      below) made by the related Servicer in respect of such REO Property or the
      related Mortgage Loan for which the related Servicer has been or, in connection
      with such Final Recovery Determination, will be reimbursed pursuant to
      Section 3.21 of this Agreement out of rental income, Insurance Proceeds and
      Liquidation Proceeds received in respect of such REO Property, minus (vi) the
      total of all net rental income, Insurance Proceeds and Liquidation Proceeds
      received in respect of such REO Property that has been, or in connection with
      such Final Recovery Determination, will be transferred to the Distribution
      Account pursuant to Section 3.21 of this Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Regular
      Certificate”:
      Any
      Class A Certificate, Mezzanine Certificate, Class B-1 Certificate, Class CE-1
      Certificate, Class CE-2 Certificate or Class P Certificate.

     

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

     

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

     

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

     

    “Regulation
      S Temporary Global Certificate”:
      As
      defined in Section 6.01(c).

     

    “Regulation
      S Permanent Global Certificate”:
      As
      defined in Section 6.01(c).

     

    “Release
      Date”:
      The
      fortieth (40th) day after the later of (i) commencement of the offering of
      the
      Class B-1 Certificates and (ii) the Closing Date.

     

    “Released
      Loan”:
      Any
      Charged Off Loan that is released by a Servicer to the Class CE-2
      Certificateholders pursuant to Section 3.11(a), generally on the date that
      is
      six months after the date on which the related Servicer begins using Special
      Servicing Practices on such Charged Off Loans. Any Released Loan will no longer
      be an asset of any Trust REMIC or the Trust Fund.

     

    “Relief
      Act”:
      The
      Servicemembers Civil Relief Act, as amended.

     

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

     

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

     

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

     

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

     

    “REMIC
      I Remittance Rate”:
      With
      respect to REMIC I Regular Interest A-I, a per annum rate equal to the weighted
      average of the Net Mortgage Rates of the Mortgage Loans. With respect to each
      REMIC I Regular Interest ending with the designation “A”, a per annum rate equal
      to the weighted average of the Net Mortgage Rates of the Mortgage Loans
      multiplied by 2, subject to a maximum rate of 9.494%. With respect to each
      REMIC
      I Regular Interest ending with the designation “B”, the greater of (x) a per
      annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted
      average of the Net Mortgage Rates of the Mortgage Loans over (ii) 9.494% and
      (y)
      0.00%. With respect to REMIC I Regular Interest I-CE-2, a weighted average
      per
      annum rate, determined on a Mortgage Loan by Mortgage Loan basis with respect
      to
      the Ocwen Mortgage Loans, equal to the excess, if any, of (i) the excess of
      (a)
      the Mortgage Rate for each such Mortgage Loan over (b) the sum of the (x) Ocwen
      Servicing Fee Rate, (y) Master Servicing Fee Rate and (z) Credit Risk Management
      Fee Rate, over (ii) the Net Mortgage Rate of each such Mortgage Loan. With
      respect to REMIC I Regular Interest II-CE-2, a weighted average per annum rate,
      determined on a Mortgage Loan by Mortgage Loan basis with respect to the GMAC
      Mortgage Loans, equal to the excess, if any, of (i) the excess of (a) the
      Mortgage Rate for each such Mortgage Loan over (b) the sum of the (x) GMAC
      Servicing Fee Rate, (y) Master Servicing Fee Rate and (z) Credit Risk Management
      Fee Rate, over (ii) the Net Mortgage Rate of each such Mortgage
      Loan.

     

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

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interest

            	
              Rate

            
	
              1

            	
              I-1-A
                through I-63-A

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

            
	
              2

            	
              I-2-A
                through I-63-A

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

            
	 	
              I-1-A

            	
              REMIC
                I Remittance Rate

            
	
              3

            	
              I-3-A
                through I-63-A

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

            
	 	
              I-1-A
                and I-2-A

            	
              REMIC
                I Remittance Rate

            
	
              4

            	
              I-4-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-3-A

            	
              REMIC
                I Remittance Rate

            
	
              5

            	
              I-5-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-4-A

            	
              REMIC
                I Remittance Rate

            
	
              6

            	
              I-6-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-5-A

            	
              REMIC
                I Remittance Rate

            
	
              7

            	
              I-7-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-6-A

            	
              REMIC
                I Remittance Rate

            
	
              8

            	
              I-8-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-7-A

            	
              REMIC
                I Remittance Rate

            
	
              9

            	
              I-9-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-8-A

            	
              REMIC
                I Remittance Rate

            
	
              10

            	
              I-10-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-9-A

            	
              REMIC
                I Remittance Rate

            
	
              11

            	
              I-11-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-10-A

            	
              REMIC
                I Remittance Rate

            
	
              12

            	
              I-12-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-11-A

            	
              REMIC
                I Remittance Rate

            
	
              13

            	
              I-13-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-12-A

            	
              REMIC
                I Remittance Rate

            
	
              14

            	
              I-14-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-13-A

            	
              REMIC
                I Remittance Rate

            
	
              15

            	
              I-15-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-14-A

            	
              REMIC
                I Remittance Rate

            
	
              16

            	
              I-16-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-15-A

            	
              REMIC
                I Remittance Rate

            
	
              17

            	
              I-17-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-16-A

            	
              REMIC
                I Remittance Rate

            
	
              18

            	
              I-18-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-17-A

            	
              REMIC
                I Remittance Rate

            
	
              19

            	
              I-19-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-18-A

            	
              REMIC
                I Remittance Rate

            
	
              20

            	
              I-20-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-19-A

            	
              REMIC
                I Remittance Rate

            
	
              21

            	
              I-21-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-20-A

            	
              REMIC
                I Remittance Rate

            
	
              22

            	
              I-22-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-21-A

            	
              REMIC
                I Remittance Rate

            
	
              23

            	
              I-23-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-22-A

            	
              REMIC
                I Remittance Rate

            
	
              24

            	
              I-24-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-23-A

            	
              REMIC
                I Remittance Rate

            
	
              25

            	
              I-25-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-24-A

            	
              REMIC
                I Remittance Rate

            
	
              26

            	
              I-26-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-25-A

            	
              REMIC
                I Remittance Rate

            
	
              27

            	
              I-27-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-26-A

            	
              REMIC
                I Remittance Rate

            
	
              28

            	
              I-28-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-27-A

            	
              REMIC
                I Remittance Rate

            
	
              29

            	
              I-29-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-28-A

            	
              REMIC
                I Remittance Rate

            
	
              30

            	
              I-30-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-29-A

            	
              REMIC
                I Remittance Rate

            
	
              31

            	
              I-31-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-30-A

            	
              REMIC
                I Remittance Rate

            
	
              32

            	
              I-32-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-31-A

            	
              REMIC
                I Remittance Rate

            
	
              33

            	
              I-33-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-32-A

            	
              REMIC
                I Remittance Rate

            
	
              34

            	
              I-34-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-33-A

            	
              REMIC
                I Remittance Rate

            
	
              35

            	
              I-35-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-34-A

            	
              REMIC
                I Remittance Rate

            
	
              36

            	
              I-36-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-35-A

            	
              REMIC
                I Remittance Rate

            
	
              37

            	
              I-37-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-36-A

            	
              REMIC
                I Remittance Rate

            
	
              38

            	
              I-38-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-37-A

            	
              REMIC
                I Remittance Rate

            
	
              39

            	
              I-39-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-38-A

            	
              REMIC
                I Remittance Rate

            
	
              40

            	
              I-40-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-39-A

            	
              REMIC
                I Remittance Rate

            
	
              41

            	
              I-41-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-40-A

            	
              REMIC
                I Remittance Rate

            
	
              42

            	
              I-42-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-41-A

            	
              REMIC
                I Remittance Rate

            
	
              43

            	
              I-43-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-42-A

            	
              REMIC
                I Remittance Rate

            
	
              44

            	
              I-44-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-43-A

            	
              REMIC
                I Remittance Rate

            
	
              45

            	
              I-45-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-44-A

            	
              REMIC
                I Remittance Rate

            
	
              46

            	
              I-46-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-45-A

            	
              REMIC
                I Remittance Rate

            
	
              47

            	
              I-47-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-46-A

            	
              REMIC
                I Remittance Rate

            
	
              48

            	
              I-48-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-47-A

            	
              REMIC
                I Remittance Rate

            
	
              49

            	
              I-49-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-48-A

            	
              REMIC
                I Remittance Rate

            
	
              50

            	
              I-50-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-49-A

            	
              REMIC
                I Remittance Rate

            
	
              51

            	
              I-51-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-50-A

            	
              REMIC
                I Remittance Rate

            
	
              52

            	
              I-52-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-51-A

            	
              REMIC
                I Remittance Rate

            
	
              53

            	
              I-53-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-52-A

            	
              REMIC
                I Remittance Rate

            
	
              54

            	
              I-54-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-53-A

            	
              REMIC
                I Remittance Rate

            
	
              55

            	
              I-55-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-52-A

            	
              REMIC
                I Remittance Rate

            
	
              56

            	
              I-56-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-55-A

            	
              REMIC
                I Remittance Rate

            
	
              57

            	
              I-57-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-56-A

            	
              REMIC
                I Remittance Rate

            
	
              58

            	
              I-58-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-57-A

            	
              REMIC
                I Remittance Rate

            
	
              59

            	
              I-59-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-58-A

            	
              REMIC
                I Remittance Rate

            
	
              60

            	
              I-60-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-59-A

            	
              REMIC
                I Remittance Rate

            
	
              61

            	
              I-61-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-60-A

            	
              REMIC
                I Remittance Rate

            
	
              62

            	
              I-62-A
                through I-63-A

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

            
	 	
              I-1-A
                through I-61-A

            	
              REMIC
                I Remittance Rate

            
	
              63

            	
              I-63-A
                

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

            
	 	
              I-1-A
                through I-62-A

            	
              REMIC
                I Remittance Rate

            
	
              thereafter

            	
              I-1-A
                through I-63-A

            	
              REMIC
                I Remittance Rate

            


    

    


    With
      respect to REMIC II Regular Interest IO, and (i) the first Distribution Date
      through the 63rd
      Distribution Date, the excess of (x) the weighted average of the REMIC II
      Remittance Rates for REMIC II Regular Interests including the designation “A”,
      over (y) 2 multiplied by Swap LIBOR. and (ii) thereafter, 0.00%. With respect
      to
      REMIC II Regular Interest P, 0.00%. 

     

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

     

    “REMIC
      II Overcollateralization Amount”:
      With
      respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
      Balances of the REMIC II Regular Interests (other than the REMIC II Regular
      Interest P) minus (ii) the aggregate of the Uncertificated Balances of REMIC
      II
      Remittance Rate for each of REMIC II Regular Interest A, REMIC II Regular
      Interest M-1A, REMIC II Regular Interest M-1B, REMIC II Regular Interest M-2,
      REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular
      Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7,
      REMIC II Regular Interest M-8, REMIC II Regular Interest M-9 and REMIC II
      Regular Interest B-1, in each case as of such date of
      determination.

     

    “REMIC
      II Principal Loss Allocation Amount”:
      With
      respect to any Distribution Date, an amount equal to (a) the product of (i)
      1.00% of the aggregate Stated Principal Balance of the Mortgage Loans and REO
      Properties then outstanding and (ii) 1 minus a fraction, the numerator of which
      is two times the aggregate of the Uncertificated Balances of REMIC II Regular
      Interest A, REMIC II Regular Interest M-1A, REMIC II Regular Interest M-1B,
      REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular
      Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6,
      REMIC II Regular Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular
      Interest M-9 and REMIC II Regular Interest B-1 and the denominator of which
      is
      the aggregate of the Uncertificated Balances of REMIC II Regular Interest A,
      REMIC II Regular Interest M-1A, REMIC II Regular Interest M-1B, REMIC II Regular
      Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4,
      REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular
      Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9
      and
      REMIC II Regular Interest B-1 and REMIC II Regular Interest ZZ.

     

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

     

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

     

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

     

    “REMIC
      II Regular Interest CE-2”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest CE-2 shall accrue interest as set forth in the Preliminary Statement
      hereto. REMIC II Regular Interest CE-2 shall not be entitled to distributions
      of
      principal.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “REMIC
      II Required Overcollateralization Amount”:
      1.00%
      of the Required Overcollateralization Amount.

     

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

     

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

     

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

     

    “REMIC
      Regular Interests”:
      The
      REMIC I Regular Interests and REMIC II Regular Interests.

     

    “REMIC
      Remittance Rates”:
      The
      REMIC I Remittance Rate and the REMIC II Remittance Rate.

     

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

     

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

     

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

     

    “REO
      Account”:
      The
      account or accounts maintained, or caused to be maintained, by the related
      Servicer in respect of an REO Property pursuant to Section 3.21 of this
      Agreement.

     

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

     

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

     

    “REO
      Principal Amortization”:
      With
      respect to any REO Property, for any calendar month, the excess, if any, of
      (a)
      the aggregate of all amounts received in respect of such REO Property during
      such calendar month, whether in the form of rental income, sale proceeds
      (including, without limitation, that portion of the Termination Price paid
      in
      connection with a purchase of all of the Mortgage Loans and REO Properties
      pursuant to Section 10.01 of this Agreement that is allocable to such REO
      Property) or otherwise, net of any portion of such amounts (i) payable in
      respect of the proper operation, management and maintenance of such REO Property
      or (ii) payable or reimbursable to the related Servicer pursuant to
      Section 3.21(d) of this Agreement for unpaid Servicing Fees in respect of
      the related Mortgage Loan and unreimbursed Servicing Advances and P&I
      Advances in respect of such REO Property or the related Mortgage Loan, over
      (b)
      the REO Imputed Interest in respect of such REO Property for such calendar
      month.

     

    “REO
      Property”:
      A
      Mortgaged Property acquired by the related Servicer or its nominee on behalf
      of
      REMIC I through foreclosure or deed-in-lieu of foreclosure, as described in
      Section 3.21 of this Agreement. 

     

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

     

    “Required
      Overcollateralization Amount”:
      With
      respect to any Distribution Date (i) prior to the Stepdown Date, the product
      of
      (A) 8.80% and (B) the aggregate principal balance of the Mortgage Loans as
      of
      the Cut-off Date, (ii) on or after the Stepdown Date provided a Trigger Event
      is
      not in effect, the greater of (x) 17.60% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      and
      (y) an amount equal to the product of (A) 0.50% and (B) the aggregate principal
      balance of the Mortgage Loans as of the Cut-off Date, and (iii) on or after
      the
      Stepdown Date and a Trigger Event is in effect, the Required
      Overcollateralization Amount for the immediately preceding Distribution Date.
      Notwithstanding the foregoing, on and after any Distribution Date following
      the
      reduction of the aggregate Certificate Principal Balance of the Class A
      Certificates, Mezzanine Certificates and Class B-1 Certificates to zero, the
      Required Overcollateralization Amount shall be zero.

     

    “Reserve
      Fund”:
      A fund
      created pursuant to Section 3.24 which shall be an asset of the Trust Fund
      but which shall not be an asset of any Trust REMIC.

     

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

     

    “Residential
      Dwelling”:
      Any
      one of the following: attached, detached or semi-detached, one to four-family
      dwelling units, individual condominium units and individual units in planned
      unit developments

     

    “Residual
      Certificate”:
      Any
      one of the Class R Certificates.

     

    “Residual
      Interest”:
      The
      sole class of “residual interests” in a REMIC within the meaning of
      Section 860G(a)(2) of the Code.

     

    “Responsible
      Officer”:
      When
      used with respect to the Trustee, any officer of the Trustee having direct
      responsibility for the administration of this Agreement and, with respect to
      a
      particular matter, to whom such matter is referred because of such officer’s
      knowledge of and familiarity with the particular subject.

     

    “Rule
      144A”:
      As
      defined in Section 6.01(c).

     

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

     

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

     

    “Sarbanes-Oxley
      Certification”:
      Has
      the meaning set forth in Section 3.19 of this Agreement.

     

    “Scheduled
      Principal Balance”:
      With
      respect to any Mortgage Loan: (a) as of the Cut-off Date, the outstanding
      principal balance of such Mortgage Loan as of such date, net of the principal
      portion of all unpaid Monthly Payments, if any, due on or before such date;
      (b)
      as of any Due Date subsequent to the Cut-off Date up to and including the Due
      Date in the calendar month in which a Liquidation Event occurs with respect
      to
      such Mortgage Loan, the Scheduled Principal Balance of such Mortgage Loan as
      of
      the Cut-off Date, minus the sum of (i) the principal portion of each Monthly
      Payment due on or before such Due Date but subsequent to the Cut-off Date,
      whether or not received, (ii) all Principal Prepayments received before such
      Due
      Date but after the Cut-off Date, (iii) the principal portion of all Liquidation
      Proceeds and Insurance Proceeds received before such Due Date but after the
      Cut-off Date, net of any portion thereof that represents principal due (without
      regard to any acceleration of payments under the related Mortgage and Mortgage
      Note) on a Due Date occurring on or before the date on which such proceeds
      were
      received and (iv) any Realized Loss incurred with respect thereto as a result
      of
      a Deficient Valuation occurring before such Due Date, but only to the extent
      such Realized Loss represents a reduction in the portion of principal of such
      Mortgage Loan not yet due (without regard to any acceleration of payments under
      the related Mortgage and Mortgage Note) as of the date of such Deficient
      Valuation; and (c) as of any Due Date subsequent to the occurrence of a
      Liquidation Event with respect to such Mortgage Loan, zero. With respect to
      any
      REO Property: (a) as of any Due Date subsequent to the date of its acquisition
      on behalf of the Trust Fund up to and including the Due Date in the calendar
      month in which a Liquidation Event occurs with respect to such REO Property,
      an
      amount (not less than zero) equal to the Scheduled Principal Balance of the
      related Mortgage Loan as of the Due Date in the calendar month in which such
      REO
      Property was acquired, minus the aggregate amount of REO Principal Amortization,
      if any, in respect of REO Property for all previously ended calendar months;
      and
      (b) as of any Due Date subsequent to the occurrence of a Liquidation Event
      with
      respect to such REO Property, zero.

     

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

     

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

     

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

     

    “Servicer”:
      GMAC
      or Ocwen, or any successor thereto appointed hereunder in connection with the
      servicing and administration of the related Mortgage Loans (collectively, the
      “Servicers”).

     

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

     

    “Servicer
      Remittance Date”:
      With
      respect to any Distribution Date, and (i) Ocwen, by 12:00 p.m. New York time
      on
      the 22nd
      day of
      the month in which such Distribution Date occurs; provided that if such
      22nd
      day of a
      given month is not a Business Day, the Servicer Remittance Date applicable
      to
      Ocwen for such month shall be the Business Day immediately preceding such
      22nd
      day and
      (ii) GMAC, by 12:00 p.m. New York time on the 18th day of the month in which
      such Distribution Date occurs; provided that if such 18th day of a given month
      is not a Business Day, the Servicer Remittance Date applicable to GMAC for
      such
      month shall be the Business Day immediately preceding such 18th day.


     

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

     

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

     

    “Servicing
      Advances”:
      The
      customary and reasonable “out-of-pocket” costs and expenses incurred prior to or
      on or after the Cut-off Date (the amounts incurred prior to the Cut-off Date
      shall be identified on the Servicing Advance Schedule by (a) the related
      Servicer with respect to any
      Mortgage Loans that were transferred to such Servicer prior to the Cut-off
      Date
      and/or (b) the Depositor with respect to any Mortgage Loans that were
      transferred to the related Servicer after the Cut-off Date) by
      such
      Servicer in connection with a default, delinquency or other unanticipated event
      by such Servicer in the performance of its servicing obligations, including,
      but
      not limited to, the cost of (i) the inspection, preservation, restoration and
      protection of a Mortgaged Property, (ii) any enforcement or judicial
      proceedings, including but not limited to foreclosures, in respect of a
      particular Mortgage Loan, including any expenses incurred in relation to any
      such proceedings that result from the Mortgage Loan being registered on the
      MERS® System, (iii) the management (including reasonable fees in connection
      therewith) and liquidation of any REO Property, (iv) the performance of its
      obligations under Section 3.01, Section 3.07, Section 3.11,
      Section 3.13 and Section 3.21 of this Agreement and (v) obtaining any
      legal documentation required to be included in the Mortgage File and/or
      correcting any outstanding title issues (i.e., any lien or encumbrance on the
      Mortgaged Property that prevents the effective enforcement of the intended
      lien
      position) reasonably necessary for the related Servicer to perform its
      obligations under this Agreement. Servicing Advances also include any reasonable
      “out-of-pocket” cost and expenses (including legal fees) incurred by the related
      Servicer in connection with executing and recording instruments of satisfaction,
      deeds of reconveyance or Assignments to the extent not recovered from the
      Mortgagor or otherwise payable under this Agreement. The Servicers shall not
      be
      required to make any Nonrecoverable Servicing Advances.

     

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

     

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

     

    “Servicing
      Fee”:
      With
      respect to each Mortgage Loan and for any calendar month, an amount equal to
      one-twelfth of the product of the Servicing Fee Rate multiplied by the Scheduled
      Principal Balance of the Mortgage Loans as of the Due Date in the preceding
      calendar month. The Servicing Fee is payable solely from collections of interest
      on the Mortgage Loans; provided, however, that Ocwen shall only be entitled
      to a
      portion of the Servicing Fee calculated on the Ocwen Mortgage Loans at the
      Ocwen
      Servicing Fee Rate and GMAC shall only be entitled to a portion of the Servicing
      Fee calculated on the GMAC Mortgage Loans at the GMAC Servicing Fee
      Rate.

     

    “Servicing
      Fee Rate”:
      0.50%
      per annum. 

     

    “Servicing
      Function Participant”:
      Means
      any Sub-Servicer, Subcontractor or any other Person, other than each Servicer,
      the Master Servicer, each Custodian, the Trustee and the Securities
      Administrator, that is determined to be “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB, unless such
      Person’s activities relate only to 5% or less of the Mortgage
      Loans.

     

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

     

    “Significant
      Subsequent Recoveries”:
      With
      respect to a defaulted Mortgage Loan, a determination by the related Servicer
      that either (A) the potential Subsequent 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
      Certificate”:
      With
      respect to any Class of Certificates (other than the Residual Certificates),
      a
      hypothetical Certificate of such Class evidencing a Percentage Interest for
      such
      Class corresponding to an initial Certificate Principal Balance of $1,000.
      With
      respect to the Residual Certificates, a hypothetical Certificate of such Class
      evidencing a 100% Percentage Interest in such Class. 

     

    “Special
      Servicing Practices”:
      With
      regard to any Charged Off Loans, the servicing of such Charged Off Loans using
      specialized collection procedures (including foreclosure, if appropriate) to
      maximize recoveries.

     

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

     

    “Startup
      Day”:
      With
      respect to each Trust REMIC, the day designated as such pursuant to
      Section 11.01(b) hereof.

     

    “Stated
      Principal Balance”:
      With
      respect to any Mortgage Loan: (a) as of any date of determination up to but
      not
      including the Distribution Date on which the proceeds, if any, of a Liquidation
      Event with respect to such Mortgage Loan would be distributed, the Scheduled
      Principal Balance of such Mortgage Loan as of the Cut-off Date, as shown in
      the
      Mortgage Loan Schedule, minus the sum of (i) the principal portion of each
      Monthly Payment due on a Due Date subsequent to the Cut-off Date, to the extent
      received from the Mortgagor or advanced by the related Servicer or a successor
      to such Servicer (including the Master Servicer) and distributed pursuant to
      Section 5.01 of this Agreement on or before such date of determination,
      (ii) all Principal Prepayments received after the Cut-off Date, to the extent
      distributed pursuant to Section 5.01 of this Agreement on or before such
      date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds
      applied by the related Servicer as recoveries of principal in accordance with
      the provisions of Section 3.13 of this Agreement, to the extent distributed
      pursuant to Section 5.01 of this Agreement on or before such date of
      determination, and (iv) any Realized Loss incurred with respect thereto as
      a
      result of a Deficient Valuation made during or prior to the Prepayment Period
      for the most recent Distribution Date coinciding with or preceding such date
      of
      determination; and (b) as of any date of determination coinciding with or
      subsequent to the Distribution Date on which the proceeds, if any, of a
      Liquidation Event with respect to such Mortgage Loan would be distributed,
      zero.
      With respect to any REO Property: (a) as of any date of determination up to
      but
      not including the Distribution Date on which the proceeds, if any, of a
      Liquidation Event with respect to such REO Property would be distributed, an
      amount (not less than zero) equal to the Stated Principal Balance of the related
      Mortgage Loan as of the date on which such REO Property was acquired on behalf
      of REMIC I, minus the sum of (i) if such REO Property was acquired before the
      Distribution Date in any calendar month, the principal portion of the Monthly
      Payment due on the Due Date in the calendar month of acquisition, to the extent
      advanced by the related Servicer, or a successor to such Servicer (including
      the
      Master Servicer) and distributed pursuant to Section 5.01 of this
      Agreement, on or before such date of determination and (ii) the aggregate amount
      of REO Principal Amortization in respect of such REO Property for all previously
      ended calendar months, to the extent distributed pursuant to Section 4.01
      of this Agreement on or before such date of determination; and (b) as of any
      date of determination coinciding with or subsequent to the Distribution Date
      on
      which the proceeds, if any, of a Liquidation Event with respect to such REO
      Property would be distributed, zero.

     

    “Stepdown
      Date”:
      The
      earlier to occur of (i) the later to occur of (x) the Distribution Date
      occurring in February 2009 and (y) the first Distribution Date on which the
      Credit Enhancement Percentage (calculated for this purpose only after taking
      into account distributions of principal on the Mortgage Loans, but prior to
      any
      distribution of the Principal Distribution Amount to the Certificates then
      entitled to distributions of principal on such Distribution Date), is greater
      than or equal to approximately 68.90% and (ii) the first Distribution Date
      on
      which the aggregate Certificate Principal Balance of the Class A Certificates
      has been reduced to zero.

     

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

     

    “Subordinate
      Certificates”:
      Collectively, the Mezzanine Certificates, the Class B-1 Certificates and the
      Class CE-1 Certificates.

     

    “Subsequent
      Recoveries”:
      As of
      any Distribution Date, amounts received during the related Prepayment Period
      by
      the related Servicer specifically related to a defaulted Mortgage Loan or
      disposition of an REO Property prior to the related Prepayment Period that
      resulted in a Realized Loss, (i) with respect to a Charged Off Loan, after
      such
      Mortgage Loan has been charged off by the related Servicer or (ii) with respect
      to a Liquidated Mortgage Loan, after the liquidation or disposition of such
      defaulted Mortgage Loan.

     

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

     

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

     

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

     

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

     

    “Swap
      Agreement”:
      The
      Interest Rate Swap Agreement, dated as of January 27, 2006, between HSBC
      Bank USA, National Association, as trustee on behalf of the Supplemental
      Interest Trust, and the Swap Provider, which agreement provides for Net Swap
      Payments and Swap Termination Payments to be paid, as provided therein, together
      with any schedules, confirmations or other agreements relating thereto. A copy
      of the Swap Agreement is attached hereto as Exhibit
      I.

     

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

     

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

     

    

      
        	
                Distribution
                  Date

              	
                Swap
                  Notional 

                Amount
                  ($)

              
	
                February
                  2006

              	
                $ 362,883,345.00

              
	
                March
                  2006

              	
                $ 340,885,478.00

              
	
                April
                  2006

              	
                $ 320,219,657.00

              
	
                May
                  2006

              	
                $ 300,805,297.00

              
	
                June
                  2006

              	
                $ 282,566,684.00

              
	
                July
                  2006

              	
                $ 265,432,682.00

              
	
                August
                  2006

              	
                $ 249,336,456.00

              
	
                September
                  2006

              	
                $ 234,215,209.00

              
	
                October
                  2006

              	
                $ 220,009,944.00

              
	
                November
                  2006

              	
                $ 206,665,228.00

              
	
                December
                  2006

              	
                $ 194,128,983.00

              
	
                January
                  2007

              	
                $ 182,352,276.00

              
	
                February
                  2007

              	
                $ 171,289,137.00

              
	
                March
                  2007

              	
                $ 160,896,373.00

              
	
                April
                  2007

              	
                $ 151,133,405.00

              
	
                May
                  2007

              	
                $ 141,962,107.00

              
	
                June
                  2007

              	
                $ 133,346,661.00

              
	
                July
                  2007

              	
                $ 125,253,412.00

              
	
                August
                  2007

              	
                $ 117,650,744.00

              
	
                September
                  2007

              	
                $ 110,508,952.00

              
	
                October
                  2007

              	
                $ 103,800,128.00

              
	
                November
                  2007

              	
                $ 97,498,052.00

              
	
                December
                  2007

              	
                $ 91,578,091.00

              
	
                January
                  2008

              	
                $ 86,017,103.00

              
	
                February
                  2008

              	
                $ 80,793,345.00

              
	
                March
                  2008

              	
                $ 75,886,390.00

              
	
                April
                  2008

              	
                $ 71,277,047.00

              
	
                May
                  2008

              	
                $ 66,947,288.00

              
	
                June
                  2008

              	
                $ 62,880,172.00

              
	
                July
                  2008

              	
                $ 59,059,789.00

              
	
                August
                  2008

              	
                $ 55,471,187.00

              
	
                September
                  2008

              	
                $ 52,100,322.00

              
	
                October
                  2008

              	
                $ 48,933,998.00

              
	
                November
                  2008

              	
                $ 45,959,820.00

              
	
                December
                  2008

              	
                $ 43,166,142.00

              
	
                January
                  2009

              	
                $ 40,542,024.00

              
	
                February
                  2009

              	
                $ 38,077,186.00

              
	
                March
                  2009

              	
                $ 35,761,975.00

              
	
                April
                  2009

              	
                $ 33,587,318.00

              
	
                May
                  2009

              	
                $ 31,544,694.00

              
	
                June
                  2009

              	
                $ 29,626,097.00

              
	
                July
                  2009

              	
                $ 27,824,006.00

              
	
                August
                  2009

              	
                $ 26,131,356.00

              
	
                September
                  2009

              	
                $ 24,541,510.00

              
	
                October
                  2009

              	
                $ 23,048,233.00

              
	
                November
                  2009

              	
                $ 21,645,666.00

              
	
                December
                  2009

              	
                $ 20,328,308.00

              
	
                January
                  2010

              	
                $ 19,090,989.00

              
	
                February
                  2010

              	
                $ 17,928,854.00

              
	
                March
                  2010

              	
                $ 16,837,340.00

              
	
                April
                  2010

              	
                $ 15,812,162.00

              
	
                May
                  2010

              	
                $ 14,849,309.00

              
	
                June
                  2010

              	
                $ 13,944,983.00

              
	
                July
                  2010

              	
                $ 13,095,632.00

              
	
                August
                  2010

              	
                $ 12,297,920.00

              
	
                September
                  2010

              	
                $ 11,548,711.00

              
	
                October
                  2010

              	
                $ 10,845,060.00

              
	
                November
                  2010

              	
                $ 10,184,203.00

              
	
                December
                  2010

              	
                $ 9,563,540.00

              
	
                January
                  2011

              	
                $ 8,980,631.00

              
	
                February
                  2011

              	
                $ 8,433,182.00

              
	
                March
                  2011

              	
                $ 7,919,041.00

              
	
                April
                  2011

              	
                $ 7,436,183.00

              


      

    

     

     

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

     

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

     

    “Swap
      Termination Payment”:
      Upon
      the designation of an “Early Termination Date” as defined in the Swap Agreement,
      the payment to be made by the Supplemental Interest Trust to the Swap Provider,
      or by the Swap Provider to the Supplemental Interest Trust, as applicable,
      pursuant to the terms of the Swap Agreement.

     

    “Tax
      Returns”:
      The
      federal income tax return on Internal Revenue Service Form 1066, U.S. Real
      Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q
      thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income
      or Net Loss Allocation, or any successor forms, to be filed on behalf of the
      Trust REMICs under the REMIC Provisions, together with any and all other
      information reports or returns that may be required to be furnished to the
      Certificateholders or filed with the Internal Revenue Service or any other
      governmental taxing authority under any applicable provisions of federal, state
      or local tax laws.

     

    “Telerate
      Page 3750”:
      The
      display designated as page “3750” on the Dow Jones Telerate Capital Markets
      Report (or such other page as may replace page 3750 on that report for the
      purpose of displaying London interbank offered rates of major
      banks).

     

    “Termination
      Price”:
      As
      defined in Section 10.01.

     

    “Terminator”:
      As
      defined in Section 10.01.

     

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

     

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

     

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

     

    “Trigger
      Event”:
      A
      Trigger Event has occurred with respect to a Distribution Date if either (x)
      the
      Delinquency Percentage exceeds 8.00% of the Credit Enhancement Percentage of
      the
      Class A Certificates with respect to such Distribution Date or (y) the aggregate
      amount of Realized Losses incurred since the Cut-off Date through the last
      day
      of the related Due Period divided by the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set
      forth below with respect to such Distribution Date:

     

    
      	
              Distribution
                Date 

            	 	
              Percentage

            
	
              February
                2008 to January 2009

            	 	
              2.90%,
                plus 1/12 of 3.65% for each month thereafter

            
	
              February
                2009 to January 2010

            	 	
              6.55%,
                plus 1/12 of 3.60% for each month thereafter

            
	
              February
                2010 to January 2011

            	 	
              10.15%,
                plus 1/12 of 1.35% for each month thereafter

            
	
              February
                2011 to January 2012

            	 	
              11.50%
                plus 1/12 of 0.75% for each month thereafter

            
	
              February
                2012 and thereafter

            	 	
              12.25%

            


    

    


    “Trust”:
      ACE
      Securities Corp., Home Equity Loan Trust, Series 2006-SL1, the trust created
      hereunder.

     

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

     

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

     

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

     

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

     

    “Uncertificated
      Interest”:
      With
      respect to any REMIC Regular Interest for any Distribution Date, one month’s
      interest at the REMIC Remittance Rate applicable to such REMIC Regular Interest
      for such Distribution Date, accrued on the Uncertificated Balance thereof
      immediately prior to such Distribution Date. Uncertificated Interest in respect
      of the REMIC Regular Interests shall accrue on the basis of a 360-day year
      consisting of twelve 30-day months. Uncertificated Interest with respect to
      each
      Distribution Date, as to any REMIC Regular Interest, shall be reduced by an
      amount equal to the sum of (a) the aggregate Prepayment Interest Shortfall,
      if
      any, for such Distribution Date to the extent not covered by payments pursuant
      to Section 3.22 or Section 4.18 of this Agreement and (b) the aggregate amount
      of any Relief Act Interest Shortfall, if any allocated, in each case, to such
      REMIC Regular Interest or REMIC Regular Interest pursuant to Section 1.02 of
      this Agreement. In addition, Uncertificated Interest with respect to each
      Distribution Date, as to any REMIC Regular Interest, shall be reduced by
      Realized Losses, if any, allocated to such REMIC Regular Interest pursuant
      to
      Section 1.02 and Section 5.04 of this Agreement.

     

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

     

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

     

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

     

    “Verification
      Report”:
      As
      defined in Section 4.19. 

     

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

     

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

     

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

     

    SECTION
      1.02. Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of Accrued Certificate Interest and the
      amount of the Interest Distribution Amount for the Class A Certificates, the
      Mezzanine Certificates, the Class B-1 Certificates and the Class CE-1
      Certificates for any Distribution Date, (1) the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicers pursuant to Section 3.22 of this Agreement or by the Master
      Servicer pursuant to Section 4.18 of this Agreement) and any Relief Act
      Interest Shortfalls incurred in respect of the Mortgage Loans for any
      Distribution Date shall be allocated first,
      to the
      Class CE-1 Certificates, second,
      to the
      Class B-1 Certificates, third,
      to the
      Class M-9 Certificates, fourth,
      to the
      Class M-8 Certificates, fifth,
      to the
      Class M-7 Certificates, sixth,
      to the
      Class M-6 Certificates, seventh,
      to the
      Class M-5 Certificates, eighth,
      to the
      Class M-4 Certificates, ninth,
      to the
      Class M-3 Certificates, tenth,
      to the
      Class M-2 Certificates, eleventh,
      to the
      Class M-1 Certificates and twelfth,
      to the
      Class A Certificates on a pro
      rata
      basis,
      in each case based on, and to the extent of, one month’s interest at the then
      applicable respective Pass-Through Rate on the respective Certificate Principal
      Balance or Notional Amount, as applicable, of each such Certificate and (2)
      the
      aggregate amount of any Realized Losses allocated to the Class B-1 Certificates,
      the Mezzanine Certificates and Net WAC Rate Carryover Amounts paid to the Class
      A Certificates, the Mezzanine Certificates and the Class B-1 Certificates
      incurred for any Distribution Date shall be allocated to the Class CE-1
      Certificates on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      or
      Notional Amount thereof, as applicable.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Regular Interests for any Distribution Date, the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicers pursuant to Section 3.22 of this Agreement or the Master Servicer
      pursuant to Section 4.18) and any Relief Act Interest Shortfalls incurred in
      respect of Mortgage Loans shall be allocated first, to the REMIC I Regular
      Interest A-I and to the REMIC I Regular Interests ending with the designation
      “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Balances of each
      such
      REMIC I Regular Interest, and then, to REMIC I Regular Interests ending with
      the
      designation “A”, pro rata based on, and to the extent of, one month’s interest
      at the then applicable respective REMIC I Remittance Rates on the respective
      Uncertificated Balances of each such REMIC I Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      II
      Regular Interests for any Distribution Date: the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicers pursuant to Section 3.22 of this Agreement or the Master Servicer
      pursuant to Section 4.18 of this Agreement) and any Relief Act Interest
      Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
      shall be allocated among REMIC II Regular Interest AA, REMIC II Regular Interest
      A, REMIC II Regular Interest M-1A, REMIC II Regular Interest M-1B, REMIC II
      Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest
      M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II
      Regular Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest
      M-9, REMIC II Regular Interest B-1 and REMIC II Regular Interest ZZ pro rata
      based on, and to the extent of, one month’s interest at the then applicable
      respective REMIC II Remittance Rate on the respective Uncertificated Balance
      of
      each such REMIC II Regular Interest.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;


    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01. Conveyance
      of the Mortgage Loans.

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      2.02. Acceptance
      of REMIC I by Trustee.

     

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

     

    SECTION
      2.03. Repurchase
      or Substitution of Mortgage Loans.

     

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

     

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

     

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

     

    As
      to any
      Deleted Mortgage Loan for which the Sponsor substitutes a Qualified Substitute
      Mortgage Loan or Loans, such substitution shall be effected by the Sponsor
      delivering to the Trustee or the applicable Custodian on behalf of the Trustee,
      for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the
      Mortgage, the Assignment to the Trustee, and such other documents and
      agreements, with all necessary endorsements thereon, as are required by
      Section 2 of the related Custodial Agreement, as applicable, together with
      an Officers’ Certificate providing that each such Qualified Substitute Mortgage
      Loan satisfies the definition thereof and specifying the Substitution Shortfall
      Amount (as described below), if any, in connection with such substitution.
      The
      applicable Custodian on behalf of the Trustee shall acknowledge receipt of
      such
      Qualified Substitute Mortgage Loan or Loans and, within ten (10) Business Days
      thereafter, review such documents and deliver to the Depositor, the Trustee
      and
      the related Servicer, with respect to such Qualified Substitute Mortgage Loan
      or
      Loans, an initial certification pursuant to the related Custodial Agreement,
      with any applicable exceptions noted thereon. Within one year of the date of
      substitution, the applicable Custodian on behalf of the Trustee shall deliver
      to
      the Depositor, the Trustee and the related Servicer a final certification
      pursuant to the related Custodial Agreement with respect to such Qualified
      Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
      Monthly Payments due with respect to Qualified Substitute Mortgage Loans in
      the
      month of substitution are not part of REMIC I and will be retained by the
      Sponsor. For the month of substitution, distributions to Certificateholders
      will
      reflect the Monthly Payment due on such Deleted Mortgage Loan on or before
      the
      Due Date in the month of substitution, and the Sponsor shall thereafter be
      entitled to retain all amounts subsequently received in respect of such Deleted
      Mortgage Loan. The Depositor shall give or cause to be given written notice
      to
      the Certificateholders that such substitution has taken place, shall amend
      the
      Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan
      from
      the terms of this Agreement and the substitution of the Qualified Substitute
      Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan
      Schedule to the Trustee and the related Servicer. Upon such substitution, such
      Qualified Substitute Mortgage Loan or Loans shall constitute part of the Trust
      Fund and shall be subject in all respects to the terms of this Agreement and
      the
      Mortgage Loan Purchase Agreement, including all applicable representations
      and
      warranties thereof included herein or in the Mortgage Loan Purchase
      Agreement.

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      2.04. Representations
      and Warranties of the Master Servicer.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i) GMAC
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the state of its incorporation;

     

    (ii) GMAC
      has
      full corporate power to own its property, to carry on its business as presently
      conducted and to enter into and perform its obligations under this
      Agreement;

     

    (iii) The
      execution and delivery by GMAC of this Agreement have been duly authorized
      by
      all necessary corporate action on the part of GMAC; and neither the execution
      and delivery of this Agreement, nor the consummation of the transactions herein
      contemplated hereby, nor compliance with the provisions hereof, will conflict
      with or result in a breach of, or constitute a default under, any of the
      provisions of any law, governmental rule, regulation, judgment, decree or order
      binding on GMAC or its properties or the certificate of incorporation or bylaws
      of GMAC, except those conflicts, breaches or defaults which would not reasonably
      be expected to have a material adverse effect on GMAC’s ability to enter into
      this Agreement and to consummate the transactions contemplated
      hereby;

     

    (iv) This
      Agreement has been duly executed and delivered by GMAC and, assuming due
      authorization, execution and delivery by the other parties to this Agreement,
      constitutes a legal, valid and binding obligation of GMAC enforceable against
      it
      in accordance with its terms (subject to applicable bankruptcy and insolvency
      laws and other similar laws affecting the enforcement of the rights of creditors
      generally); 

     

    (v) There
      are
      no actions, litigation, suits or proceedings pending or to the knowledge of
      GMAC, threatened against GMAC before or by any court, administrative agency,
      arbitrator or governmental body (a) with respect to any of the transactions
      contemplated by this Agreement or (b) with respect to any other matter which
      in
      the judgment of GMAC if determined adversely to GMAC would reasonably be
      expected to materially and adversely affect GMAC's ability to perform its
      obligations under this Agreement, other than as Servicer of the GMAC Mortgage
      Loans, has previously advised Sponsor; and GMAC is not in default with respect
      to any order of any court, administrative agency, arbitrator or governmental
      body so as to materially and adversely affect the transactions contemplated
      by
      this Agreement; and

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      2.08. Issuance
      of the Residual Certificates.

     

    The
      Trustee acknowledges the assignment to it of the REMIC I Regular Interests
      and,
      concurrently therewith and in exchange therefor, pursuant to the written request
      of the Depositor executed by an officer of the Depositor, the Securities
      Administrator has executed and authenticated and the Trustee has delivered
      to or
      upon the order of the Depositor, the Class R Certificates in authorized
      denominations. The Class R Certificates evidence ownership in the Class R-I
      Interest, the Class R-II Interest and the Class R-III Interest.

     

    SECTION
      2.09. Establishment
      of the Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “ACE Securities Corp., Home Equity Loan Trust, Series
      2006-SL1” and does hereby appoint HSBC Bank USA, National Association as Trustee
      in accordance with the provisions of this Agreement.

     

    SECTION
      2.10. Purpose
      and Powers of the Trust.

     

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

     

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

     

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

     

    (c) to
      make
      payments on the Certificates;

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING


    OF
      THE
      MORTGAGE LOANS; ACCOUNTS

     

    SECTION
      3.01. The
      Servicers to Act as Servicers.

     

    The
      obligations of each of Ocwen and GMAC hereunder to service and administer the
      Mortgage Loans shall be limited to the Ocwen Mortgage Loans and the GMAC
      Mortgage Loans, respectively, and with respect to the duties and obligations
      of
      each Servicer, references herein to the related Mortgage Loans shall be limited
      to (i) the GMAC Mortgage Loans (and the related proceeds thereof and related
      REO
      Properties) in the case of GMAC and (ii) the Ocwen Mortgage Loans (and the
      related proceeds and related REO Properties) in the case of Ocwen, and in no
      event shall any Servicer have any responsibility or liability with respect
      to
      any Mortgage Loans serviced by the other Servicer hereunder. 

     

    On
      and
      after the Closing Date, the Servicers shall service and administer the related
      Mortgage Loans on behalf of the Trust Fund and in the best interests of and
      for
      the benefit of the Certificateholders (as determined by the related Servicer
      in
      its reasonable judgment) in accordance with the terms of this Agreement and
      the
      respective Mortgage Loans and all applicable law and regulations and, to the
      extent consistent with such terms, in the same manner in which it services
      and
      administers similar mortgage loans for its own portfolio, giving due
      consideration to customary and usual standards of practice of prudent mortgage
      lenders and loan servicers administering similar mortgage loans but without
      regard to:

     

    (i) any
      relationship that the related Servicer or any Affiliate of the related Servicer
      may have with the related Mortgagor;

     

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

     

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

     

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

     

    To
      the
      extent consistent with the foregoing, each Servicer shall also seek to maximize
      the timely and complete recovery of principal and interest on the Mortgage
      Notes
      and shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only
      under the following circumstances: (i) such waiver is standard and customary
      in
      servicing similar Mortgage Loans and such waiver is related to a default or
      reasonably foreseeable default and would, in the reasonable judgment of such
      Servicer, maximize recovery of total proceeds taking into account the value
      of
      such Prepayment Charge and the related Mortgage Loan and, if such waiver is
      made
      in connection with a refinancing of the related Mortgage Loan, such refinancing
      is related to a default or a reasonably foreseeable default, (ii) such
      Prepayment Charge is unenforceable in accordance with applicable law or the
      collection of such related Prepayment Charge would otherwise violate applicable
      law or (iii) the collection of such Prepayment Charge would be considered
“predatory” pursuant to written guidance published or issued by any applicable
      federal, state or local regulatory authority acting in its official capacity
      and
      having jurisdiction over such matters. Notwithstanding any provision in this
      Agreement to the contrary, in the event the Prepayment Charge payable under
      the
      terms of the Mortgage Note is less than the amount of the Prepayment Charge
      set
      forth in the Prepayment Charge Schedule or other information provided to the
      related Servicer, such Servicer shall not have any liability or obligation
      with
      respect to such difference, and in addition shall not have any liability or
      obligation to pay the amount of any uncollected Prepayment Charge if the failure
      to collect such amount is the direct result of inaccurate or incomplete
      information on the Prepayment Charge Schedule.

     

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

     

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

     

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

     

    Each
      Servicer, in such capacity, may consent to the refinancing of a First Mortgage
      Loan on a Mortgaged Property, provided that the following requirements are
      met:

     

    (i) the
      resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than
      the Combined Loan-to-Value Ratio prior to such refinancing; and

     

    (ii) the
      interest rate for the loan evidencing the refinanced First Mortgage Loan is
      no
      more than 2.0% higher than the interest rate on the loan evidencing the existing
      First Mortgage Loan immediately prior to the date of such refinancing;
      and

     

    (iii) the
      mortgage loan evidencing the refinanced First Mortgage Loan is not subject
      to
      negative amortization.

     

    Each
      Servicer shall inspect the Mortgaged Properties related to Mortgage Loans
      serviced by such Servicer as often as deemed necessary by such Servicer in
      such
      Servicer’s sole discretion, to assure itself that the value of such Mortgaged
      Property is being preserved. In addition, if any Mortgage Loan is more than
      60
      days delinquent, each Servicer shall conduct subsequent inspections in
      accordance with Accepted Servicing Practices. Each Servicer shall keep a written
      or electronic report of each such inspection.

     

    Notwithstanding
      anything in this Agreement to the contrary, no Servicer may make any future
      advances with respect to a Mortgage Loan and no Servicer shall permit any
      modification with respect to any related Mortgage Loan that would change the
      Mortgage Rate, reduce or increase the principal balance (except for reductions
      resulting from actual payments of principal) or change the final maturity date
      on such related Mortgage Loan (unless, as provided in Section 3.06 of this
      Agreement, the related Mortgagor is in default with respect to the related
      Mortgage Loan or such default is, in the judgment of the related Servicer,
      reasonably foreseeable) or any modification, waiver or amendment of any term
      of
      any related Mortgage Loan that would both (A) effect an exchange or reissuance
      of such Mortgage Loan under Section 1001 of the Code (or final, temporary
      or proposed Treasury regulations promulgated thereunder) and (B) cause any
      Trust
      REMIC created hereunder to fail to qualify as a REMIC under the Code or the
      imposition of any tax on “prohibited transactions” or “contributions after the
      startup date” under the REMIC Provisions.

     

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

     

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

     

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

     

    (a) Each
      Servicer may arrange for the subservicing of any Mortgage Loan by a Sub-
      Servicer pursuant to a Sub-Servicing Agreement; provided that such sub-servicing
      arrangement and the terms of the related Sub-Servicing Agreement must provide
      for the servicing of such Mortgage Loans in a manner consistent with the
      servicing arrangements contemplated hereunder and the related Servicer shall
      cause any Sub-Servicer to comply with the provisions of this Agreement
      (including, without limitation, to provide the information required to be
      delivered under Sections 3.17, 3.18 and 3.19 hereof), to the same extent as
      if
      such Sub-Servicer were the related Servicer. The related Servicer shall be
      responsible for obtaining from each Sub-Servicer and delivering to the Master
      Servicer any annual statement of compliance, assessment of compliance,
      attestation report and Sarbanes-Oxley related certification as and when required
      to be delivered. Each Sub-Servicer shall be (i) authorized to transact business
      in the state or states where the related Mortgaged Properties it is to service
      are situated, if and to the extent required by applicable law to enable the
      Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing
      Agreement and (ii) a Freddie Mac or Fannie Mae approved mortgage servicer.
      Notwithstanding the provisions of any Sub-Servicing Agreement, any of the
      provisions of this Agreement relating to agreements or arrangements between
      a
      Servicer or a Sub-Servicer or reference to actions taken through such Servicer
      or otherwise, the related Servicer shall remain obligated and liable to the
      Depositor, the Trustee and the Certificateholders for the servicing and
      administration of the Mortgage Loans in accordance with the provisions of this
      Agreement without diminution of such obligation or liability by virtue of such
      Sub-Servicing Agreements or arrangements or by virtue of indemnification from
      the Sub-Servicer and to the same extent and under the same terms and conditions
      as if the related Servicer alone were servicing and administering the Mortgage
      Loans. Every Sub-Servicing Agreement entered into by a Servicer shall contain
      a
      provision giving the successor Servicer the option to terminate such agreement
      in the event a successor Servicer is appointed. All actions of each Sub-Servicer
      performed pursuant to the related Sub-Servicing Agreement shall be performed
      as
      an agent of the related Servicer with the same force and effect as if performed
      directly by the related Servicer.

     

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

     

    (c) As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the related Servicer shall cause any such Subcontractor used
      by
      such Servicer for the benefit of the Master Servicer, the Trustee and the
      Depositor to comply with the provisions of Sections 3.17, 3.18 and 3.19 of
      this
      Agreement to the same extent as if such Subcontractor were the related Servicer.
      The related Servicer shall be responsible for obtaining from each Subcontractor
      and delivering to the Master Servicer, the Trustee and any Depositor any
      assessment of compliance, attestation report and Sarbanes-Oxley related
      certification required to be delivered by such Subcontractor under Section
      3.17,
      3.18 and 3.19, in each case as and when required to be delivered.

     

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

     

    SECTION
      3.03. Successor
      Sub-Servicers.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      3.06. Collection
      of Certain Mortgage Loan Payments.

     

    Each
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the related Mortgage Loans, and shall, to the extent
      such procedures shall be consistent with this Agreement and Accepted Servicing
      Practices, follow such collection procedures as it would follow with respect
      to
      mortgage loans comparable to the Mortgage Loans and held for its own account.
      Consistent with the foregoing, each Servicer may in its discretion (i) waive
      any
      late payment charge or, if applicable, penalty interest or (ii) extend the
      due
      dates for the Monthly Payments due on a Mortgage Note related to a Mortgage
      Loan
      for a period of not greater than 180 days; provided that any extension pursuant
      to this clause shall not affect the amortization schedule of any Mortgage Loan
      for purposes of any computation hereunder and provided, further, that any such
      waiver, modification, postponement or indulgence granted to a Mortgagor by
      a
      Servicer in connection with its servicing of the related First Mortgage Loan
      shall not be considered relevant to a determination of whether such Servicer
      has
      acted consistently with the terms and standards of this Agreement, so long
      as in
      such Servicer’s determination such action is not materially adverse to the
      interests of the Certificateholders. Notwithstanding the foregoing, in the
      event
      that any Mortgage Loan is in default or, in the judgment of the related
      Servicer, such default is reasonably foreseeable, the related Servicer,
      consistent with Accepted Servicing Practices may waive, modify or vary any
      term
      of such Mortgage Loan (including modifications that change the Mortgage Rate,
      forgive the payment of principal or interest or extend the final maturity date
      of such Mortgage Loan), accept payment from the related Mortgagor of an amount
      less than the Stated Principal Balance in final satisfaction of such Mortgage
      Loan, or consent to the postponement of strict compliance with any such term
      or
      otherwise grant indulgence to any Mortgagor if in the related Servicer’s
      determination such waiver, modification, postponement or indulgence is not
      materially adverse to the interests of the Certificateholders (taking into
      account any estimated Realized Loss that might result absent such action).
      Each
      Servicer shall not be required to institute or join in litigation with respect
      to collection of any payment (whether under a Mortgage, Mortgage Note or
      otherwise or against any public or governmental authority with respect to a
      taking or condemnation) if it reasonably believes that enforcing the provision
      of the Mortgage or other instrument pursuant to which such payment is required
      is prohibited by applicable law.

     

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

     

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

     

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

     

    SECTION
      3.08. Collection
      Accounts and Distribution Account.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b) On
      behalf
      of the Trust Fund, the Securities Administrator shall establish and maintain
      one
      or more accounts (such account or accounts, the “Distribution Account”), held in
      trust for the benefit of the Trustee, the Trust Fund and the Certificateholders.
      On behalf of the Trust Fund, each Servicer shall deliver to the Securities
      Administrator in immediately available funds for deposit in the Distribution
      Account on or before 12:00 noon New York time on the Servicer Remittance Date,
      that portion of the Available Distribution Amount (calculated without regard
      to
      the references in clause (2) of the definition thereof to amounts that may
      be
      withdrawn from the Distribution Account) for the related Distribution Date
      then
      on deposit in the related Collection Account and the amount of all Prepayment
      Charges collected by the related Servicer in connection with the Principal
      Prepayment of any of the Mortgage Loans then on deposit in the related
      Collection Account and the amount of any funds reimbursable to an Advance
      Financing Person pursuant to Section 3.25 of this Agreement. If the balance
      on
      deposit in a Collection Account exceeds $100,000 as of the commencement of
      business on any Business Day and such Collection Account constitutes an Eligible
      Account solely pursuant to clause (ii) of the definition of “Eligible Account,”
the related Servicer shall, on or before 5:00 p.m. New York time on such
      Business Day, withdraw from such Collection Account any and all amounts payable
      or reimbursable to the Depositor, the related Servicer, the Trustee, the Master
      Servicer, the Securities Administrator or the Sponsor pursuant to Section 3.09
      and shall pay such amounts to the Persons entitled thereto or shall establish
      a
      separate Collection Account (which shall also be an Eligible Account) and
      withdraw from the existing Collection Account the amount on deposit therein
      in
      excess of $100,000 and deposit such excess in the newly created Collection
      Account.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (iv) any
      amounts required to be deposited pursuant to Section 3.22 of this Agreement
      in
      connection with any Prepayment Interest Shortfalls.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (v) to
      pay to
      itself or the Sponsor, as the case may be, with respect to each related Mortgage
      Loan that has previously been purchased or replaced pursuant to
      Section 2.03 or Section 3.13(c) of this Agreement all amounts received
      thereon not included in the Purchase Price or the Substitution Shortfall
      Amount;

     

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

     

    (A) any
      P&I Advance or Servicing Advance previously made by it which the related
      Servicer has determined to be a Nonrecoverable P&I Advance or a
      Nonrecoverable Servicing Advance in accordance with the provisions of Section
      5.03 provided however, that no Servicer shall be entitled to reimbursement
      for
      any Servicing Advance made prior to the Cut-off Date if such Servicer determines
      that such Servicing Advance constitutes a Nonrecoverable Servicing Advance
      of
      this Agreement; or

     

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

     

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

     

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

     

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

     

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

     

    (xi) to
      clear
      and terminate the Collection Accounts pursuant to Section 10.01 of this
      Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (viii) to
      pay
      the Excess Servicing Fee, if any, to the Class CE-2 Certificateholder pursuant
      to Section 5.01(b); and

     

    (ix) to
      clear
      and terminate the Distribution Account pursuant to Section 10.01 of this
      Agreement.

     

    SECTION
      3.10. Investment
      of Funds in the Investment Accounts.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (a) The
      terms
      of each Mortgage Note require the related Mortgagor to maintain fire, flood
      and
      hazard insurance policies. To the extent such policies are not maintained,
      the
      related Servicer shall cause to be maintained for each Mortgaged Property fire
      and hazard insurance with extended coverage as is customary in the area where
      the Mortgaged Property is located in an amount which is at least equal to the
      lesser of the current principal balance of the related Mortgage Loan and the
      amount necessary to compensate fully for any damage or loss to the improvements
      which are a part of such property on a replacement cost basis, in each case
      in
      an amount not less than such amount as is necessary to avoid the application
      of
      any coinsurance clause contained in the related hazard insurance policy. Each
      Servicer shall also cause to be maintained fire and hazard insurance on each
      REO
      Property with extended coverage as is customary in the area where the Mortgaged
      Property is located in an amount which is at least equal to the lesser of (i)
      the maximum insurable value of the improvements which are a part of such
      property and (ii) the sum of the outstanding principal balance of the related
      Mortgage Loan and the related First Mortgage Loan at the time it became an
      REO
      Property. Each Servicer will comply in the performance of this Agreement with
      all reasonable rules and requirements of each insurer under any such hazard
      policies. Any amounts to be collected by a Servicer under any such policies
      remaining after application of any such amounts to any related First Mortgage
      Loan and application of amounts to the restoration or repair of the property
      subject to the related Mortgage or amounts to be released to the Mortgagor
      in
      accordance with Accepted Servicing Practices, subject to the terms and
      conditions of the related Mortgage and Mortgage Note shall be deposited in
      the
      related Collection Account, subject to withdrawal pursuant to Section 3.09,
      if
      received in respect of a Mortgage Loan, or in the REO Account, subject to
      withdrawal pursuant to Section 3.21, if received in respect of an REO Property.
      Any cost incurred by a Servicer in maintaining any such insurance shall not,
      for
      the purpose of calculating distributions to Certificateholders, be added to
      the
      unpaid principal balance of the related Mortgage Loan, notwithstanding that
      the
      terms of such Mortgage Loan so permit. It is understood and agreed that no
      earthquake or other additional insurance is to be required of any Mortgagor
      other than pursuant to such applicable laws and regulations as shall at any
      time
      be in force and as shall require such additional insurance. If the Mortgaged
      Property or REO Property is at any time in an area identified in the Federal
      Register by the Federal Emergency Management Agency as having special flood
      hazards, the related Servicer will cause to be maintained a flood insurance
      policy in respect thereof. Such flood insurance shall be in an amount equal
      to
      the lesser of (i) the unpaid principal balance of the related Mortgage Loan
      and
      (ii) the maximum amount of such insurance available for the related Mortgaged
      Property under the national flood insurance program (assuming that the area
      in
      which such Mortgaged Property is located is participating in such
      program).

     

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

     

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

     

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

     

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

     

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

     

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

     

    If
      the
      Trustee is named as an additional loss payee, the related Servicer is hereby
      empowered to endorse any loss draft issued in respect of such a claim in the
      name of the Trustee.

     

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

     

    Each
      Servicer shall, to the extent it has knowledge of any conveyance of any related
      Mortgaged Property by any related Mortgagor (whether by absolute conveyance
      or
      by contract of sale, and whether or not the Mortgagor remains or is to remain
      liable under the Mortgage Note and/or the Mortgage), exercise its rights to
      accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if
      any, applicable thereto; provided, however, that no Servicer shall exercise
      any
      such rights if prohibited by law from doing so. If a Servicer reasonably
      believes that it is unable under applicable law to enforce such “due-on-sale”
clause, or if any of the other conditions set forth in the proviso to the
      preceding sentence apply, such Servicer shall enter into an assumption and
      modification agreement from or with the person to whom such property has been
      conveyed or is proposed to be conveyed, pursuant to which such person becomes
      liable under the Mortgage Note and, to the extent permitted by applicable state
      law, the Mortgagor remains liable thereon. Each Servicer is also authorized
      to
      enter into a substitution of liability agreement with such person, pursuant
      to
      which the original Mortgagor is released from liability and such person is
      substituted as the Mortgagor and becomes liable under the Mortgage Note,
      provided that no such substitution shall be effective unless such person
      satisfies the then current underwriting criteria of the related Servicer for
      mortgage loans similar to the related Mortgage Loans. In connection with any
      assumption or substitution, the related Servicer shall apply such underwriting
      standards and follow such practices and procedures as shall be normal and usual
      in its general mortgage servicing activities and as it applies to other mortgage
      loans owned solely by it. No Servicer shall take or enter into any assumption
      and modification agreement, however, unless (to the extent practicable in the
      circumstances) it shall have received confirmation, in writing, of the continued
      effectiveness of any applicable hazard insurance policy. Any fee collected
      by a
      Servicer in respect of an assumption or substitution of liability agreement
      will
      be retained by such Servicer as additional servicing compensation. In connection
      with any such assumption, no material term of the Mortgage Note (including
      but
      not limited to the related Mortgage Rate and the amount of the Monthly Payment)
      may be amended or modified, except as otherwise required pursuant to the terms
      thereof. Each Servicer shall notify the Trustee (or the applicable Custodian)
      that any such substitution or assumption agreement has been completed by
      forwarding to the Trustee (or the applicable Custodian) the executed original of
      such substitution or assumption agreement, which document shall be added to
      the
      related Mortgage File and shall, for all purposes, be considered a part of
      such
      Mortgage File to the same extent as all other documents and instruments
      constituting a part thereof.

     

    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, no Servicer
      shall be deemed to be in default, breach or any other violation of its
      obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or by the terms of the Mortgage Note or any assumption which
      the related Servicer may be restricted by law from preventing, for any reason
      whatever. For purposes of this Section 3.12, the term “assumption” is deemed to
      also include a sale (of the Mortgaged Property) subject to the Mortgage that
      is
      not accompanied by an assumption or substitution of liability
      agreement.

     

    SECTION
      3.13. Realization
      Upon Defaulted Mortgage Loans.

     

    (a) (i)
      Each
      Servicer shall use its commercially reasonable efforts, consistent with Accepted
      Servicing Practices, to foreclose upon or otherwise comparably convert the
      ownership of properties securing such of the Mortgage Loans as come into and
      continue in default and as to which no satisfactory arrangements can be made
      for
      collection of delinquent payments pursuant to Section 3.06. With respect to
      such
      of the Mortgage Loans as come into and continue in default, each Servicer will
      decide whether to (i) foreclose upon the Mortgaged Properties securing such
      Mortgage Loans, (ii) write off the unpaid principal balance of the Mortgage
      Loans as bad debt, (iii) take a deed in lieu of foreclosure, (iv) accept a
      short
      sale (a payoff of the Mortgage Loan for an amount less than the total amount
      contractually owed in order to facilitate a sale of the Mortgaged Property
      by
      the Mortgagor) or permit a short refinancing (a payoff of the Mortgage Loan
      for
      an amount less than the total amount contractually owed in order to facilitate
      refinancing transactions by the Mortgagor not involving a sale of the Mortgaged
      Property), (v) arrange for a repayment plan, or (vi) agree to a modification
      in
      accordance with this Agreement. In connection with such decision, the related
      Servicer shall take such action as (i) such Servicer would take under similar
      circumstances with respect to a similar mortgage loan held for its own account
      for investment, (ii) shall be consistent with Accepted Servicing Practices,
      (iii) such Servicer shall determine consistently with Accepted Servicing
      Practices to be in the best interest of the Trustee and Certificateholders,
      provided, that actions taken by a Servicer in connection with its servicing
      of
      the related First Mortgage Loan shall not be considered relevant to a
      determination of whether such Servicer has met the standard set forth in this
      clause (iii) so long as in such Servicer’s determination such action is not
      materially adverse to the interests of the Certificateholders and (iv) is
      consistent with the requirements of the insurer under any insurance policy
      required to be maintained under this Agreement; provided, however, that such
      Servicer shall not be required to expend its own funds in connection with any
      foreclosure or towards the restoration of any property unless it shall determine
      in its sole discretion (i) that such restoration and/or foreclosure will
      increase the proceeds of liquidation of the related Mortgage Loan after
      reimbursement to itself of such expenses and (ii) that such expenses will be
      recoverable to it through Liquidation Proceeds (respecting which it shall have
      priority for purposes of withdrawals from the related Collection Account).
      Each
      Servicer shall be responsible for all costs and expenses incurred by it in
      any
      such proceedings; provided, however, that such costs and expenses will be
      recoverable as Servicing Advances by the Servicers as contemplated in Sections
      3.09 and 3.21. The foregoing is subject to the provision that, in any case
      in
      which a Mortgaged Property shall have suffered damage from an Uninsured Cause,
      the related Servicer shall not be required to expend its own funds toward the
      restoration of such property unless it shall determine in its discretion that
      such restoration will increase the proceeds of liquidation of the related
      Mortgage Loan after reimbursement to itself for such expenses. 

     

    (ii) Notwithstanding
      anything to the contrary contained in this Agreement, with respect to any
      Mortgage Loan that is one hundred twenty (120) days delinquent, the related
      Servicer shall obtain a broker’s price opinion with respect to the related
      Mortgaged Property and shall use all reasonable efforts to obtain a total
      indebtedness balance (including, but not limited to, unpaid principal, interest,
      escrows, taxes and expenses) for any related First Lien. The cost of obtaining
      any such broker’s price opinion shall be reimbursable to the related Servicer as
      a Servicing Advance pursuant to Section 3.09. After obtaining the related
      broker’s price opinion, the related Servicer will determine whether any
      Significant Subsequent Recovery is possible through foreclosure proceedings
      or
      other liquidation of the related Mortgaged Property. If the related Servicer
      determines that (x) no Significant Subsequent Recovery is possible or (y) the
      potential Subsequent 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, it may, at its discretion,
      charge off such delinquent Mortgage Loan in accordance with subsections (a)(iii)
      and (a)(iv) below.

     

    (iii) With
      respect to any Mortgage Loan, if the related Servicer determines based on the
      broker’s price opinion obtained under paragraph (a)(ii) above and other relevant
      considerations that (x) no Significant Subsequent Recovery is possible through
      foreclosure proceedings or other liquidation of the related Mortgaged Property
      or (y) the potential Subsequent 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,
      it
      will be obligated to charge off the related Mortgage Loan at the time such
      Mortgage Loan becomes 180 days delinquent. Once a Mortgage Loan has been charged
      off, the related Servicer will discontinue making P&I Advances, the related
      Servicer will not be entitled to any additional servicing compensation (except
      as described in paragraphs(a)(ii) or (a)(iv) of this Section 3.13), the Charged
      Off Loan will give rise to a Realized Loss, and the related Servicer will follow
      the procedures described in paragraph (a)(iv) below. If the related Servicer
      determines that (x) a Significant Subsequent Recovery is possible through
      foreclosure proceedings or other liquidation of the Mortgaged Property and
      (y)
      the potential Subsequent 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 sufficient to warrant proceeding through
      foreclosure or other liquidation of the related Mortgaged Property, such
      Servicer may continue to make P&I Advances or Servicing Advances on the
      related Mortgage Loan that has become 180 days delinquent and will notify the
      Credit Risk Manager of that decision.

     

    (iv) Any
      Mortgage Loan that becomes a Charged Off Loan may continue to be serviced by
      the
      related Servicer for the Certificateholders using Special Servicing Practices.
      The related Servicer will accrue, but not be entitled to any Servicing Fees
      and
      reimbursement of expenses in connection with such Charged Off Loans, except
      to
      the extent of funds available from the aggregate amount of recoveries on all
      Charged Off Loans. Such aggregate recovery amounts on Charged Off Loans shall
      be
      paid to the related Servicer first, as reimbursement of any outstanding and
      unpaid expenses, and second, as any accrued and unpaid Servicing Fees. The
      Servicers will only be entitled to previously accrued Servicing Fees and
      expenses on any such Charged Off Loans. The Servicers will not be entitled
      to
      receive any future unaccrued Servicing Fees or expenses from collections on
      such
      Charged Off Loans. Any Charged Off Loan serviced using Special Servicing
      Practices shall be so serviced until the Mortgage Loan Release Date described
      below. Any amounts received on such Charged Off Loans received prior to the
      Mortgage Loan Release Date will be treated as Subsequent Recoveries and included
      in the Available Distribution Amount.

     

    On
      the
      date (the “Mortgage Loan Release Date”) which is no more than six months after
      the date on which a Servicer begins servicing any Charged Off Loans using
      Special Servicing Practices, unless Subsequent Recoveries are anticipated by
      the
      related Servicer on a particular Charged Off Loan (in which case the Mortgage
      Loan Release Date will be delayed until all such anticipated Subsequent
      Recoveries are received), such Charged Off Loan will be released from the Trust
      Fund, will no longer be an asset of any Trust REMIC, and will be transferred
      to
      the Class CE-2 Certificateholders, without recourse, and thereafter (i) the
      Class CE-2 Certificateholders will be entitled to any amounts subsequently
      received in respect of any such Released Loans, (ii) the Holders of a majority
      in Percentage Interest in the Class CE-2 Certificates may designate any servicer
      to service any such Released Loan and (iii) the Holders of a majority in
      Percentage Interest in the Class CE-2 Certificates may sell any such Released
      Loan to a third party. Notwithstanding the previous sentence, if at any time
      after a Mortgage Loan has been Charged Off and prior to six months after the
      date on which a Servicer begins servicing such Charged Off Loan using Special
      Servicing Practices, the related Servicer determines that there will not be
      any
      Subsequent Recoveries on such Charged Off Loan under any circumstances, such
      Servicer may release such Charged Off Loan to the Holders of a majority in
      Percentage Interest in the Class CE-2 Certificates in accordance with the
      provisions set forth in the previous sentence.

     

    Notwithstanding
      the foregoing, the procedures described above in this subsection 3.13(a)(iv)
      relating to the treatment of Charged Off Loans may be modified at any time
      at
      the discretion of the Holders of a majority in Percentage Interest in the Class
      CE-1 Certificates, with the consent of the related Servicer, which consent
      shall
      not be unreasonably withheld; provided, however, that in no event shall the
      Holders of a majority in Percentage Interest in the Class CE-1 Certificates
      change the fee structure relating to Charged Off Loans in a manner that would
      cause fees to be paid to the related Servicer other than from recoveries on
      Charged Off Loans.

     

    The
      Master Servicer shall track collections received by the Servicers on any Charged
      Off Loans based upon loan level data provided to the Master Servicer by the
      Servicers on the date on which the Servicer provides its Servicer Report
      pursuant to Section 5.03(a), identifying the Charged Off Loans as of the related
      Due Period that the related Servicer will continue to service until the related
      Mortgage Loan Release Date using Special Servicing Practices. On each
      Distribution Date, the Master Servicer shall verify, based on the recovery
      and
      expense information provided by the related Servicer (i) the aggregate amount
      of
      accrued and unpaid Servicing Fees to be paid to such Servicer and expenses
      to be
      reimbursed to the related on such Charged Off Loans as of the related Due Period
      and (ii) the amount of Subsequent Recoveries on such Charged Off Loans for
      such
      Distribution Date. The Master Servicer shall be entitled to rely, without
      independent verification, on the loan level data provided by the Servicers
      that
      identifies the recovery amounts and the outstanding and unpaid expenses on
      any
      Charged Off Loan in order to verify the amount in clause (ii) of the previous
      sentence. The Master Servicer will be responsible for independently verifying
      the aggregate amount of accrued and unpaid Servicing Fees described in clause
      (i) of the second preceding sentence to be paid to the Servicers. 

     

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

     

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

     

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

     

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

     

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

     

    (c) Proceeds
      received in connection with any Final Recovery Determination, as well as any
      recovery resulting from a partial collection of Insurance Proceeds or
      Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
      following order of priority: first, to reimburse the related Servicer for any
      related unreimbursed Servicing Advances and P&I Advances, pursuant to
      Section 3.09(a)(ii) or (a)(iii); second, to accrued and unpaid interest on
      the
      Mortgage Loan, to the date of the Final Recovery Determination, or to the Due
      Date prior to the Distribution Date on which such amounts are to be distributed
      if not in connection with a Final Recovery Determination; and third, as a
      recovery of principal of the Mortgage Loan. If the amount of the recovery so
      allocated to interest is less than the full amount of accrued and unpaid
      interest due on such Mortgage Loan, the amount of such recovery will be
      allocated by the related Servicer as follows: first, to unpaid Servicing Fees;
      and second, to the balance of the interest then due and owing. The portion
      of
      the recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
      related Servicer pursuant to Section 3.09(a)(iii). The portion of the recovery
      allocated to interest (net of unpaid Servicing Fees) and the portion of the
      recovery allocated to principal of the Mortgage Loan shall be applied as
      follows: first, to reimburse the related Servicer for any related unreimbursed
      Servicing or P&I Advances in accordance with Section 3.09(a)(ii) and any
      other amounts reimbursable to the related Servicer pursuant to Section 3.09,
      and
      second, as part of the amounts to be transferred to the Distribution Account
      in
      accordance with Section 3.08(b). Excess proceeds, if any, from the liquidation
      of a Liquidated Mortgage Loan will be retained by the related Servicer as
      additional servicing compensation pursuant to Section 3.15.

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      3.15. Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, each Servicer shall be entitled
      to
      the Servicing Fee (or, with respect to Ocwen, the Ocwen Servicing Fee and with
      respect to GMAC, the GMAC Servicing Fee) with respect to each Mortgage Loan
      serviced by it payable solely from payments of interest in respect of such
      Mortgage Loan, subject to Section 3.22. In addition, each Servicer shall be
      entitled to recover unpaid Servicing Fees out of Insurance Proceeds or
      Liquidation Proceeds to the extent permitted by Section 3.09(a)(iii),
      Section 3.09(a)(vi) and out of amounts derived from the operation and sale
      of an
      REO Property to the extent permitted by Section 3.21. The right to receive
      the Servicing Fee(or, with respect to Ocwen, the Ocwen Servicing Fee and with
      respect to GMAC, the GMAC Servicing Fee) may not be transferred in whole or
      in
      part except in connection with the transfer of all of a Servicer’s
      responsibilities and obligations under this Agreement to the extent permitted
      herein.

     

    Additional
      servicing compensation in the form of Ancillary Income (other than Prepayment
      Charges) shall be retained by the related Servicer only to the extent such
      fees
      or charges are received by the related Servicer. Each Servicer shall also be
      entitled pursuant to Section 3.09(a)(iv) to withdraw from the related
      Collection Account and pursuant to Section 3.21(b) to withdraw from any REO
      Account, as additional servicing compensation, interest or other income earned
      on deposits therein, subject to Section 3.10. In addition, the related
      Servicer shall be entitled to retain or withdraw from the related Collection
      Account, pursuant to Section 3.09(a)(x), any Prepayment Interest Excess
      with respect to the Mortgage Loans serviced by it as additional servicing
      compensation. Each Servicer shall be required to pay all expenses incurred
      by it
      in connection with its servicing activities hereunder and shall not be entitled
      to reimbursement therefor except as specifically provided herein.

     

    SECTION
      3.16. Collection
      Account Statements.

     

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

     

    SECTION
      3.17. Annual
      Statement as to Compliance.

     

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

     

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

     

    SECTION
      3.18. Assessments
      of Compliance and Attestation Reports.

     

    (a) By
      March
      15 of each year, commencing in March 2007, each Servicer, at its own expense,
      shall furnish, and shall cause any Servicing Function Participant engaged by
      it
      to furnish, each at its own expense, to the Master Servicer, a report on an
      assessment of compliance with the Relevant Servicing Criteria that contains
      (A)
      a statement by such party of its responsibility for assessing compliance with
      the Relevant Servicing Criteria, (B) a statement that such party used the
      Relevant Servicing Criteria to assess compliance with the Relevant Servicing
      Criteria, (C) such party’s assessment of compliance with the Relevant Servicing
      Criteria as of and for the fiscal year covered by the Form 10-K required to
      be
      filed pursuant to Section 5.06(d), including, if there has been any material
      instance of noncompliance with the Relevant Servicing Criteria, a discussion
      of
      each such failure and the nature and status thereof, and (D) a statement that
      a
      registered public accounting firm has issued an attestation report on such
      party’s assessment of compliance with the Relevant Servicing Criteria as of and
      for such period. Notwithstanding the foregoing, neither Servicer nor any
      Servicing Function Participant engaged by a Servicer shall be required to
      deliver any assessments until April 15th
      in any
      given year so long as it has received written confirmation from the Depositor
      that a Form 10-K is not required to be filed in respect of the Trust for the
      preceding calendar year. 

     

    (b) By
      March
      15 of each year, commencing in March 2007, each Servicer, at its own expense,
      shall cause, and each Servicer shall cause any Servicing Function Participant
      engaged by it to cause, each at its own expense, a registered public accounting
      firm (which may also render other services to such Servicer or such other
      Servicing Function Participants, as the case may be) and that is a member of
      the
      American Institute of Certified Public Accountants to furnish a report to the
      Master Servicer, to the effect that (i) it has obtained a representation
      regarding certain matters from the management of such party, which includes
      an
      assertion that such party has complied with the Relevant Servicing Criteria,
      and
      (ii) on the basis of an examination conducted by such firm in accordance with
      standards for attestation engagements issued or adopted by the PCAOB, it is
      expressing an opinion as to whether such party’s compliance with the Relevant
      Servicing Criteria was fairly stated in all material respects, or it cannot
      express an overall opinion regarding such party’s assessment of compliance with
      the Relevant Servicing Criteria. In the event that an overall opinion cannot
      be
      expressed, such registered public accounting firm shall state in such report
      why
      it was unable to express such an opinion. Such report must be available for
      general use and not contain restricted use language. Notwithstanding
      the foregoing, neither Servicer nor any Servicing Function Participant engaged
      by a Servicer shall be required to deliver or cause the delivery of such reports
      until April 15th
      in any
      given year so long as such Servicer has received written confirmation from
      the
      Depositor that a Form 10-K is not required to be filed in respect of the Trust
      for the preceding fiscal year.

     

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

     

    SECTION
      3.19. Annual
      Certification; Additional Information.

     

    (a) Each
      Servicer shall and shall cause any Servicing Function Participant engaged by
      it
      to, provide to the Person who signs the Sarbanes-Oxley Certification (the
“Certifying
      Person”),
      by
      March 15 of each year in which the Trust is subject to the reporting
      requirements of the Exchange Act a certification (each, a “Back-Up
      Certification”),
      in
      the form attached hereto as Exhibit
      C,
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. The officer of the Master Servicer in charge of the master
      servicing function shall serve as the Certifying Person on behalf of the Trust.
      In the event a Servicer or any Servicing Function Participant engaged by it
      is
      terminated or resigns pursuant to the terms of this Agreement, or any applicable
      Sub-Servicing agreement, as the case may be, such party shall provide a Back-Up
      Certification to the Certifying Person pursuant to this Section 3.19 with
      respect to the period of time it was subject to this Agreement or any applicable
      Sub-Servicing Agreement, as the case may be.

     

    (b) Each
      Servicer shall indemnify and hold harmless the Master Servicer, the Securities
      Administrator, the Trustee, the Depositor and their respective officers,
      directors, agents and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon a breach
      by
      such Servicer or any of its officers, directors, agents or affiliates of its
      obligations under this Section 3.19 or such Servicer’s negligence, bad faith or
      willful misconduct in connection therewith. Such indemnity shall survive the
      termination or resignation of the parties hereto or the termination of this
      Agreement. If the indemnification provided for herein is unavailable or
      insufficient to hold harmless the Master Servicer, the Securities Administrator,
      the Trustee and the Depositor, then the related Servicer agrees that it shall
      contribute to the amount paid or payable by the Master Servicer, the Securities
      Administrator, the Trustee and the Depositor as a result of the losses, claims,
      damages or liabilities of the Master Servicer, the Securities Administrator,
      the
      Trustee and the Depositor in such proportion as is appropriate to reflect the
      relative fault of the Master Servicer, the Securities Administrator, the Trustee
      and the Depositor on the one hand and the Servicer on the other in connection
      with a breach of such Servicer’s obligations under this Section
      3.19.

     

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

     

    (i) any
      Servicer Event of Default under the terms of this Agreement, any merger,
      consolidation or sale of substantially all of the assets of such Servicer,
      such
      Servicer’s engagement of any Sub-Servicer to perform or assist in the
      performance of any of such Servicer’s obligations under this Agreement, any
      material litigation involving such Servicer that is material to the
      Certificateholders, and to the extent disclosure is required under Regulation
      AB, any affiliation or other significant relationship between such Servicer
      and
      the Sponsor, the Depositor, the Master Servicer, the Securities Administrator,
      the Issuer, the Trustee, the Custodian, the Swap Provider, Baltimore American
      Mortgage Corporation, Pinnacle Financial Corporation, The New York Mortgage
      Company, LLC, First Financial Equities, Inc., NC Capital Corporation, Ameriquest
      Mortgage Company and Fremont Investment & Loan.

     

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


     

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

     

    (B) material
      breaches of pool asset representations or warranties or servicer transaction
      covenants relating to the Mortgage Loans serviced by the Servicer (Item
      1121(a)(12) of Regulation AB); and

     

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

     

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

     

    SECTION
      3.20. Access
      to Certain Documentation.

     

    Each
      Servicer shall provide to the Office of Thrift Supervision, the FDIC, and any
      other federal or state banking or insurance regulatory authority that may
      exercise authority over any Certificate Owner, access to the documentation
      regarding the related Mortgage Loans required by applicable laws and
      regulations. Such access shall be afforded without charge, but only upon
      reasonable and prior written request and during normal business hours at the
      offices of the related Servicer designated by it. Nothing in this Section 3.20
      shall limit the obligation of the related Servicer to comply with any applicable
      law prohibiting disclosure of information regarding the Mortgagors and the
      failure of the related Servicer to provide access as provided in this Section
      as
      a result of such obligation shall not constitute a breach of this Section.
      Nothing in this Section 3.20 shall require the related Servicer to collect,
      create, collate or otherwise generate any information that it does not generate
      in its usual course of business. No Servicer shall be required to make copies
      of
      or ship documents to any Person unless provisions have been made for the
      reimbursement of the costs thereof. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (x) none
      of
      the provisions of this Section 3.21(c) relating to any such contract or to
      actions taken through any such Independent Contractor shall be deemed to relieve
      the related Servicer of any of its duties and obligations to the Trustee on
      behalf of the Trust Fund and for the benefit of the Certificateholders with
      respect to the operation and management of any such REO Property;
      and

     

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

     

    The
      related Servicer shall be entitled to enter into any agreement with any
      Independent Contractor performing services for it related to its duties and
      obligations hereunder for indemnification of the related Servicer by such
      Independent Contractor, and nothing in this Agreement shall be deemed to limit
      or modify such indemnification. The related Servicer shall be solely liable
      for
      all fees owed by it to any such Independent Contractor, irrespective of whether
      the related Servicer’s compensation pursuant to Section 3.15 is sufficient to
      pay such fees. Any such agreement shall include a provision that such agreement
      may be immediately terminated by any successor servicer (including the Master
      Servicer) without fee, in the event the related shall for any reason, no longer
      be the Servicer of the related Mortgage Loans (including termination due to
      a
      Servicer Event of Default).

     

    (d) In
      addition to the withdrawals permitted under Section 3.21(c), the related
      Servicer may from time to time make withdrawals from the REO Account for any
      REO
      Property: (i) to pay itself unpaid Servicing Fees in respect of the related
      Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed
      Servicing Advances and Advances made in respect of such REO Property or the
      related Mortgage Loan. On the Servicer Remittance Date, the related Servicer
      shall withdraw from each REO Account maintained by it and deposit into the
      Distribution Account in accordance with Section 3.08(d)(ii), for distribution
      on
      the related Distribution Date in accordance with Section 5.01, the income from
      the related REO Property received during the prior calendar month, net of any
      withdrawals made pursuant to Section 3.21(c) or this Section
      3.21(d).

     

    (e) Subject
      to the time constraints set forth in Section 3.21(a), each REO Disposition
      shall
      be carried out by the related Servicer at such price and upon such terms and
      conditions as the related Servicer shall deem necessary or advisable, as shall
      be normal and usual in accordance with Accepted Servicing
      Practices.

     

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

     

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

     

    SECTION
      3.22. Obligations
      of the Servicers in Respect of Prepayment Interest Shortfalls; Relief Act
      Interest Shortfalls.

     

    Each
      Servicer shall deliver to the Securities Administrator for deposit into the
      Distribution Account on or before 12:00 noon New York time on the Servicer
      Remittance Date from its own funds an amount equal to the lesser of (i) the
      aggregate amount of the Prepayment Interest Shortfalls attributable to
      prepayments in full on the related Mortgage Loans for the related Distribution
      Date resulting solely from voluntary Principal Prepayments received by the
      related Servicer during the portion of the Prepayment Period occurring between
      the fifteenth day of the month preceding the month in which the related
      Distribution Date occurs and ending on the last day of such month and (ii)
      the
      aggregate amount of the related Servicing Fees payable to related Servicer
      on
      such Distribution Date with respect to the related Mortgage Loans. No Servicer
      shall have the right to reimbursement for any amounts remitted to the Securities
      Administrator in respect of this Section 3.22. No Servicer shall be
      obligated to pay the amounts set forth in this Section 3.22 with respect to
      shortfalls resulting from the application of the Relief Act.

     

    SECTION
      3.23. Reserved.

     

    SECTION
      3.24. Reserve
      Fund.

     

    (a) No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a separate, segregated trust account entitled, “Reserve Fund, Wells Fargo Bank,
      N.A., in trust for the registered holders of ACE Securities Corp. Home Equity
      Loan Trust, Series 2006-SL1, Asset Backed Pass-Through Certificates.” On the
      Closing Date, the Depositor will deposit, or cause to be deposited, into the
      Reserve Fund $1,000. 

     

    (b) On
      each
      Distribution Date, the Securities Administrator shall deposit into the Reserve
      Fund the amounts described in Section 5.01(a)(5)(vi), rather than
      distributing such amounts to the Class CE-1 Certificateholders. On each such
      Distribution Date, the Securities Administrator shall hold all such amounts
      for
      the benefit of the Holders of the Class A Certificates, the Mezzanine
      Certificates and the Class B-1 Certificates and will distribute such amounts
      to
      the Holders of the Class A Certificates, the Mezzanine Certificates and the
      Class B-1 Certificates, in the amounts and priorities set forth in
      Section 5.01(a). If no Net WAC Rate Carryover Amounts are payable on a
      Distribution Date, the Securities Administrator shall deposit, into the Reserve
      Fund on behalf of the Class CE-1 Certificateholders, from amounts otherwise
      distributable to the Class CE-1 Certificateholders, an amount such that when
      added to other amounts already on deposit in the Reserve Fund, the aggregate
      amount on deposit therein is equal to $1,000.

     

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

     

    (d) By
      accepting a Class CE-1 Certificate, each Class CE-1 Certificateholder hereby
      agrees that the Securities Administrator will deposit into the Reserve Fund
      the
      amounts described above on each Distribution Date rather than distributing
      such
      amounts to the Class CE-1 Certificateholders. By accepting a Class CE-1
      Certificate, each Class CE-1 Certificateholder further agrees that its agreement
      to such action by the Securities Administrator is given for good and valuable
      consideration, the receipt and sufficiency of which is acknowledged by such
      acceptance.

     

    (e) At
      the
      direction of the Holders of a majority in Percentage Interest in the Class
      CE-1
      Certificates, the Securities Administrator shall direct any depository
      institution maintaining the Reserve Fund to invest the funds in such account
      in
      one or more Permitted Investments bearing interest or sold at a discount, and
      maturing, unless payable on demand, (i) no later than the Business Day
      immediately preceding the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if a Person other than the
      Securities Administrator or an Affiliate manages or advises such investment,
      and
      (ii) no later than the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if the Securities Administrator
      or
      an Affiliate manages or advises such investment. All income and gain earned
      upon
      such investment shall be deposited into the Reserve Fund. In no event shall
      the
      Securities Administrator be liable for any investments made pursuant to this
      clause (e). If the Holders of a majority in Percentage Interest in the Class
      CE-1 Certificates fail to provide investment instructions, funds on deposit
      in
      the Reserve Fund shall be held uninvested by the Securities Administrator
      without liability for interest or compensation.

     

    (f) For
      federal tax return and information reporting, the right of the Class A
      Certificateholders, the Mezzanine Certificateholders and Class B-1
      Certificateholders to receive payments from the Reserve Fund in respect of
      any
      Net WAC Rate Carryover Amount shall be assigned a value of $10,000 with respect
      to the Certificates covered by the Swap Agreement.

     

    SECTION
      3.25. Advance
      Facility.

     

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

     

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

     

    (c) The
      related Servicer shall maintain and provide to any successor Servicer (with,
      upon request, a copy to the Trustee) a detailed accounting on a loan-by-loan
      basis as to amounts advanced by, pledged or assigned to, and reimbursed to
      any
      advancing person. The successor Servicer shall be entitled to rely on any such
      information provided by the predecessor Servicer, and the successor Servicer
      shall not be liable for any errors in such information.

     

    (d) Reimbursement
      amounts distributed with respect to each Mortgage Loan shall be allocated to
      outstanding unreimbursed P&I Advances or Servicing Advances (as the case may
      be) made with respect to that Mortgage Loan on a “first-in, first out” (FIFO)
      basis. The documentation establishing any Advance Facility shall require the
      related Servicer to provide to the related advancing person or its designee
      loan-by-loan information with respect to each such reimbursement amount
      distributed to such advancing person or Advance Facility trustee on each
      Distribution Date, to enable the advancing person or Advance Facility trustee
      to
      make the FIFO allocation of each such reimbursement amount with respect to
      each
      Mortgage Loan. The related Servicer shall remain entitled to be reimbursed
      by
      the advancing person or Advance Facility trustee for all P&I Advances and
      Servicing Advances funded by the related Servicer to the extent the related
      rights to be reimbursed therefor have not been sold, assigned or pledged to
      an
      advancing person.

     

    (e) Any
      amendment to this Section 3.25 or to any other provision of this Agreement
      that
      may be necessary or appropriate to effect the terms of an Advance Facility
      as
      described generally in this Section 3.25, including amendments to add provisions
      relating to a successor Servicer, may be entered into by the Trustee, the
      Depositor, and the related Servicer without the consent of any
      Certificateholder, notwithstanding anything to the contrary in this Agreement,
      provided, that the Trustee has been provided an Opinion of Counsel that such
      amendment is authorized hereunder and has no material adverse effect on the
      Certificateholders, which opinion shall be an expense of the party requesting
      such opinion but in any case shall not be an expense of the Trustee or the
      Trust
      Fund; provided, further, that the amendment shall not be deemed to adversely
      affect in any material respect the interests of the Certificateholders if the
      Person requesting the amendment obtains a letter from each Rating Agency
      (instead of obtaining an Opinion of Counsel to such effect) stating that the
      amendment would not result in the downgrading or withdrawal of the respective
      ratings then assigned to the Certificates; it being understood and agreed that
      any such rating letter in and of itself will not represent a determination
      as to
      the materiality of any such amendment and will represent a determination only
      as
      to the credit issues affecting any such rating. Prior to entering into an
      Advance Facility, the related Servicer shall notify the lender under such
      facility in writing that: (a) the P&I Advances and/or Servicing Advances
      financed by and/or pledged to the lender are obligations owed to the related
      Servicer on a non-recourse basis payable only from the cash flows and proceeds
      received under this Agreement for reimbursement of P&I Advances and/or
      Servicing Advances only to the extent provided herein, and neither the Master
      Servicer, the Securities Administrator, the Trustee nor the Trust are otherwise
      obligated or liable to repay any P&I Advances and/or Servicing Advances
      financed by the lender; (b) the related Servicer will be responsible for
      remitting to the lender the applicable amounts collected by it as Servicing
      Fees
      and as reimbursement for P&I Advances and/or Servicing Advances funded by
      the lender, as applicable, subject to the restrictions and priorities created
      in
      this Agreement; and (c) neither the Master Servicer, the Securities
      Administrator nor the Trustee shall have any responsibility to calculate any
      amount payable under an Advance Facility or to track or monitor the
      administration of the financing arrangement between the related Servicer and
      the
      lender or the payment of any amount under an Advance Facility.

     

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

     

    SECTION
      3.26. Indemnification.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      IV

     

    ADMINISTRATION
      AND MASTER SERVICING


    OF
      THE
      MORTGAGE LOANS BY THE MASTER SERVICER

     

    SECTION
      4.01. Master
      Servicer.

     

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

     

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

     

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

     

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

     

    SECTION
      4.02. REMIC-Related
      Covenants.

     

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

     

    SECTION
      4.03. Monitoring
      of Servicers.

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      4.04. Fidelity
      Bond.

     

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

     

    SECTION
      4.05. Power
      to Act; Procedures.

     

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

     

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

     

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

     

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

     

    (a) The
      Master Servicer shall transmit to the Trustee or the Custodian such documents
      and instruments coming into the possession of the Master Servicer from time
      to
      time as are required by the terms hereof to be delivered to the Trustee or
      the
      Custodian. Any funds received by the Master Servicer in respect of any Mortgage
      Loan or which otherwise are collected by the Master Servicer as Liquidation
      Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be remitted
      to the Securities Administrator for deposit in the Distribution Account. The
      Master Servicer shall, and, subject to Section 3.20 of this Agreement shall
      cause the related Servicer to provide access to information and documentation
      regarding the Mortgage Loans to the Trustee, its agents and accountants at
      any
      time upon reasonable request and during normal business hours, and to
      Certificateholders that are savings and loan associations, banks or insurance
      companies, the Office of Thrift Supervision, the FDIC and the supervisory agents
      and examiners of such Office and Corporation or examiners of any other federal
      or state banking or insurance regulatory authority if so required by applicable
      regulations of the Office of Thrift Supervision or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it. In fulfilling such a request the Master Servicer shall not
      be
      responsible for determining the sufficiency of such information.

     

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

     

    SECTION
      4.08. Standard
      Hazard Insurance and Flood Insurance Policies.

     

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

     

    SECTION
      4.09. Presentment
      of Claims and Collection of Proceeds.

     

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

     

    SECTION
      4.10. Reserved.

     

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

     

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

     

    SECTION
      4.12. Realization
      Upon Defaulted Mortgage Loans.

     

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

     

    SECTION
      4.13. Compensation
      for the Master Servicer.

     

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

     

    SECTION
      4.14. REO
      Property.

     

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

     

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

     

    SECTION
      4.15. Master
      Servicer Annual Statement of Compliance.

     

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

     

    (b) Failure
      of the Master Servicer to comply timely with this Section 4.15 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee may, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    (c) Copies
      of
      such Master Servicer annual statements of compliance shall be provided to any
      Certificateholder upon request, by the Master Servicer or by the Trustee at
      the
      Master Servicer’s expense if the Master Servicer failed to provide such copies
      (unless (i) the Master Servicer shall have failed to provide the Trustee with
      such statement or (ii) the Trustee shall be unaware of the Master Servicer’s
      failure to provide such statement).

     

    SECTION
      4.16. Master
      Servicer Assessments of Compliance and Attestation Reports. 

     

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

     

    (b) No
      later
      than the end of each fiscal year for the Trust for which a 10-K is required
      to
      be filed, the Master Servicer shall forward to the Securities Administrator
      the
      name of each Servicing Function Participant engaged by it and what Relevant
      Servicing Criteria will be addressed in the report on assessment of compliance
      prepared by such Servicing Function Participant. When the Master Servicer and
      the Securities Administrator (or any Servicing Function Participant engaged
      by
      them) submit their assessments to the Securities Administrator, such parties
      will also at such time include the assessment (and attestation pursuant to
      Section 4.17) of each Servicing Function Participant engaged by it.


     

    (c) Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Master
      Servicer, the Securities Administrator and any Servicing Function Participant
      engaged by such parties as to the nature of any material instance of
      noncompliance with the Relevant Servicing Criteria by each such party, and
      (ii)
      the Securities Administrator shall confirm that the assessments, taken as a
      whole, address all of the Servicing Criteria and taken individually address
      the
      Relevant Servicing Criteria for each party as set forth on Exhibit
      E
      and
      notify the Depositor of any exceptions. None of such parties shall be required
      to deliver any such assessments until April 15 in any given year so long as
      it
      has received written confirmation from the Depositor that a Form 10-K is not
      required to be filed in respect of the Trust for the preceding calendar
      year.

     

    (d) Failure
      of the Master Servicer to comply timely with this Section 4.16 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee may, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    (e) Delivery
      under this Section 4.16 of such reports, information and documents to the
      Trustee is for informational purposes only, and the Trustee’s receipt of such
      shall not constitute constructive notice of any information contained therein
      or
      determinable from information contained therein, including the Master Servicer’s
      compliance with any of its covenants hereunder (as to which the Trustee is
      entitled to conclusively rely exclusively on an Officer’s
      Certificate).

     

    SECTION
      4.17. Master
      Servicer Attestation Reports.

     

    (a) By
      March
      15 of each year, commencing in March 2007, the Master Servicer and the
      Securities Administrator, each at its own expense, shall cause, and each such
      party shall cause any Servicing Function Participant engaged by it to cause,
      each at its own expense, a registered public accounting firm (which may also
      render other services to the Master Servicer, the Securities Administrator,
      or
      such other Servicing Function Participants, as the case may be) and that is
      a
      member of the American Institute of Certified Public Accountants to furnish
      a
      report to the Securities Administrator and the Depositor, to the effect that
      (i)
      it has obtained a representation regarding certain matters from the management
      of such party, which includes an assertion that such party has complied with
      the
      Relevant Servicing Criteria, and (ii) on the basis of an examination conducted
      by such firm in accordance with standards for attestation engagements issued
      or
      adopted by the PCAOB, it is expressing an opinion as to whether such party’s
      compliance with the Relevant Servicing Criteria was fairly stated in all
      material respects, or it cannot express an overall opinion regarding such
      party’s assessment of compliance with the Relevant Servicing Criteria. In the
      event that an overall opinion cannot be expressed, such registered public
      accounting firm shall state in such report why it was unable to express such
      an
      opinion. Such report must be available for general use and not contain
      restricted use language. 

     

    (b) Promptly
      after receipt of such report from the Master Servicer, the Securities
      Administrator or any Servicing Function Participant engaged by such parties,
      (i)
      the Depositor shall review the report and, if applicable, consult with such
      parties as to the nature of any defaults by such parties, in the fulfillment
      of
      any of each such party’s obligations hereunder or under any other applicable
      agreement, and (ii) the Securities Administrator shall confirm that each
      assessment submitted pursuant to Section 4.16 is coupled with an attestation
      meeting the requirements of this Section and notify the Depositor of any
      exceptions. None of the Master Servicer, the Securities Administrator or any
      Servicing Function Participant engaged by such parties shall be required to
      deliver or cause the delivery of such reports until April 15 in any given year
      so long as it has received written confirmation from the Depositor that a 10-K
      is not required to be filed in respect of the Trust for the preceding fiscal
      year.

     

    (c) Failure
      of the Master Servicer to comply timely with this Section 4.17 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee may, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    SECTION
      4.18. Annual
      Certification.

     

    Each
      Form
      10-K required to be filed for the Trust pursuant to Section 5.06 shall include
      a
      certification (the “Sarbanes-Oxley
      Certification”)
      required to be included therewith pursuant to the Sarbanes-Oxley Act. Each
      of
      the Master Servicer and the Securities Administrator shall provide, and shall
      cause any Servicing Function Participant engaged by it to, provide to the Person
      who signs the Sarbanes-Oxley Certification (the “Certifying
      Person”),
      by
      March 15 of each year in which the Trust is subject to the reporting
      requirements of the Exchange Act and otherwise within a reasonable period of
      time upon request, a certification (each, a “Back-Up
      Certification”),
      in
      the form attached hereto as Exhibit
      C,
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. The officer of the Master Servicer in charge of the master
      servicing function shall serve as the Certifying Person on behalf of the Trust.
      In the event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by parties is terminated or resigns pursuant to
      the
      terms of this Agreement, or any applicable Sub-Servicing Agreement, as the
      case
      may be, such party shall provide a Back-Up Certification to the Certifying
      Person pursuant to this Section 4.18 with respect to the period of time it
      was
      subject to this Agreement or any applicable Sub-Servicing Agreement, as the
      case
      may be.

     

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

     

    In
      the
      event of any Prepayment Interest Shortfalls, the Master Servicer shall deposit
      into the Distribution Account not later than the related Distribution Date
      an
      amount equal to the lesser of (i) the aggregate amounts required to be paid
      by
      the related Servicer with respect to Prepayment Interest Shortfalls attributable
      to Principal Prepayments in full on the Mortgage Loans for the related
      Distribution Date, and not so paid by the related Servicer and (ii) the
      aggregate amount of the compensation payable to the Master Servicer for such
      Distribution Date in accordance with Section 4.13, without reimbursement
      therefor.

     

    SECTION
      4.20. Prepayment
      Penalty Verification.

     

    On
      or
      prior to each Servicer Remittance Date, each Servicer shall provide in an
      electronic format acceptable to the Master Servicer the data necessary for
      the
      Master Servicer to perform its verification duties set forth in this Section
      4.19. The Master Servicer or a third party reasonably acceptable to the Master
      Servicer and the Depositor (the “Verification Agent”) will perform such
      verification duties and will use its best efforts to issue its findings in
      a
      report (the “Verification Report”) delivered to the Master Servicer and the
      Depositor within ten (10) Business Days following the related Distribution
      Date;
      provided, however, that if the Verification Agent is unable to issue the
      Verification Report within ten (10) Business Days following the Distribution
      Date, the Verification Agent may issue and deliver to the Master Servicer and
      the Depositor the Verification Report upon the completion of its verification
      duties. The Master Servicer shall forward the Verification Report to the related
      Servicer and shall notify the related Servicer if the Master Servicer has
      determined that the related Servicer did not deliver the appropriate Prepayment
      Charge to the Securities Administrator in accordance with this Agreement. Such
      written notification from the Master Servicer shall include the loan number,
      prepayment penalty code and prepayment penalty amount as calculated by the
      Master Servicer or the Verification Agent, as applicable, of each Mortgage
      Loan
      for which there is a discrepancy. If the related Servicer agrees with the
      verified amounts, the related Servicer shall adjust the immediately succeeding
      Servicer Report and the amount remitted to the Securities Administrator with
      respect to prepayments accordingly. If the related Servicer disagrees with
      the
      determination of the Master Servicer, the related Servicer shall, within five
      (5) Business Days of its receipt of the Verification Report, notify the Master
      Servicer of such disagreement and provide the Master Servicer with detailed
      information to support its position. The related Servicer and the Master
      Servicer shall cooperate to resolve any discrepancy on or prior to the
      immediately succeeding Servicer Remittance Date, and the related Servicer will
      indicate the effect of such resolution on the related Servicer Report and shall
      adjust the amount remitted with respect to prepayments on such Servicer
      Remittance Date accordingly.

     

    During
      such time as the related Servicer and the Master Servicer are resolving
      discrepancies with respect to the Prepayment Charges, no payments in respect
      of
      any disputed Prepayment Charges will be remitted to the Securities Administrator
      for deposit in the Distribution Account and the Master Servicer shall not be
      obligated to deposit such payments, unless otherwise required pursuant to
      Section 8.01 hereof. In connection with such duties, the Master Servicer shall
      be able to rely solely on the information provided to it by the related Servicer
      in accordance with this Section. The Master Servicer shall not be responsible
      for verifying the accuracy of any of the information provided to it by the
      related Servicer.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      V

     

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    SECTION
      5.01. Distributions.

     

    (a)           (1)
      On
      each Distribution Date, the following amounts, in the following order of
      priority, shall be distributed by REMIC I to REMIC II on account of the REMIC
      I
      Regular Interests and distributed to the holders of the Class R Certificates
      (in
      respect of the Class R-I Interest), as the case may be: 

     

    (i) to
      Holders of REMIC I Regular Interest A-I, REMIC I Regular Interest I-CE-2, REMIC
      I Regular Interest II-CE-2 and REMIC I Regular Interest I-1-A through REMIC
      I
      Regular Interest I-63-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC I Regular Interests
      for such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates; and

     

    (ii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated, first, to REMIC I Regular
      Interest A-I and, second, to REMIC I Regular Interest I-1-A through REMIC I
      Regular Interest I-63-B starting with the lowest numerical denomination until
      the Uncertificated Balance of each such REMIC I Regular Interest is reduced
      to
      zero, provided that, for REMIC I Regular Interests with the same numerical
      denomination, such payments of principal shall be allocated pro
      rata
      between
      such REMIC I Regular Interests.

     

    (iii) to
      the
      holders of REMIC I Regular Interest P, all Prepayment Charges and on the
      Distribution Date immediately following the expiration of the latest Prepayment
      Charge as identified on the Prepayment Charge Schedule or any Distribution
      Date
      thereafter until $100 has been distributed pursuant to this clause;

     

    (2)
      On
      each Distribution Date, the following amounts, in the following order of
      priority, shall be distributed by REMIC II to REMIC III on account of the REMIC
      II Regular Interests or withdrawn from the Distribution Account and distributed
      to the Holders of the Class R Certificates, in respect of the Class R-II
      Interest, as the case may be:

     

    (i) to
      Holders of REMIC II Regular Interest AA, REMIC II Regular Interest A, REMIC
      II
      Regular Interest M-1A, REMIC II Regular Interest M-1B, REMIC II Regular Interest
      M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
      Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest
      M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9, REMIC II
      Regular Interest B-1, REMIC II Regular Interest ZZ and REMIC II Regular Interest
      CE-2, pro rata, in an amount equal to (A) the Uncertificated Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates. Amounts payable as Uncertificated Interest in
      respect of REMIC II Regular Interest ZZ shall be reduced when the REMIC II
      Overcollateralization Amount is less than the REMIC II Required
      Overcollateralization Amount, by the lesser of (x) the amount of such difference
      and (y) the Maximum II-ZZ Uncertificated Interest Deferral Amount and such
      amount will be payable to the Holders of Regular II Regular Interest A, REMIC
      II
      Regular Interest M-1A, REMIC II Regular Interest M-1B, REMIC II Regular Interest
      M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
      Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest
      M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9 and REMIC
      II
      Regular Interest B-1 in the same proportion as the Overcollateralization
      Increase Amount is allocated to the Corresponding Certificates and the
      Uncertificated Balance of REMIC II Regular Interest ZZ shall be increased by
      such amount;

     

    (ii) to
      the
      Holders of REMIC II 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, allocated as follows:

     

    (A) 98.00%
      of
      such remainder to the Holders of REMIC II Regular Interest AA, until the
      Uncertificated Balance of such REMIC II Regular Interest is reduced to
      zero;

     

    (B) 2.00%
      of
      such remainder, first, to the Holders of REMIC II Regular Interest A, REMIC
      II
      Regular Interest M-1A, REMIC II Regular Interest M-1B, REMIC II Regular Interest
      M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
      Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest
      M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9 and REMIC
      II
      Regular Interest B-1, 1.00% of and in the same proportion as principal payments
      are allocated to the Corresponding Certificates, until the Uncertificated
      Balances of such REMIC II Regular Interests are reduced to zero and second
      to
      the Holders of REMIC II Regular Interest ZZ until the Uncertificated Balance
      of
      such REMIC II Regular Interest is reduced to zero;

     

    (C) to
      the
      Holders of REMIC II Regular Interest P, 100% of all Prepayment Charges
      distributed to REMIC I Regular Interest P on each Distribution Date;
      then

     

    (D) any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-II Interest);

     

    provided,
      however, that 98.00% and 2.00% of any principal payments that are attributable
      to an Overcollateralization Reduction Amount shall be allocated to Holders
      of
      REMIC II Regular Interest AA and REMIC II Regular Interest ZZ,
      respectively.

     

    (iii) Notwithstanding
      the distributions described in Section 5.01(a)(1) and (2), distributions of
      funds shall be made to Certificateholders only in accordance with Section
      5.01(a)(3) through (6) Section 5.01(b) and (c).

     

    (3) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Interest Remittance Amount and make the following disbursements and transfers
      in
      the order of priority described below, in each case to the extent of the
      Interest Remittance Amount remaining for such Distribution Date:

     

    first,
      to the
      Supplemental Interest Trust, an amount equal to the sum of any Net Swap Payment
      owed to the Swap Provider and any Swap Termination Payment owed to the Swap
      Provider not due to a Swap Provider Trigger Event; 

     

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

     

    third,
      concurrently, to the Holders of the Class M-1A Certificates and Class M-1B
      Certificates, the Interest Distribution Amount allocable to each such Class
      on a
pro
      rata
      basis,
      based on the entitlement of each such Class;

     

    fourth,
      to the
      Holders of the Class M-2 Certificates, the Interest Distribution Amount
      allocable to the Class M-2 Certificates; 

     

    fifth,
      to the
      Holders of the Class M-3 Certificates, the Interest Distribution Amount
      allocable to the Class M-3 Certificates;

     

    sixth,
      to the
      Holders of the Class M-4 Certificates, the Interest Distribution Amount
      allocable to the Class M-4 Certificates;

     

    seventh,
      to the
      Holders of the Class M-5 Certificates, the Interest Distribution Amount
      allocable to the Class M-5 Certificates;

     

    eighth,
      to the
      Holders of the Class M-6 Certificates, the Interest Distribution Amount
      allocable to the Class M-6 Certificates;

     

    ninth,
      to the
      Holders of the Class M-7 Certificates, the Interest Distribution Amount
      allocable to the Class M-7 Certificates;

     

    tenth,
      to the
      Holders of the Class M-8 Certificates, the Interest Distribution Amount
      allocable to the Class M-8 Certificates; 

     

    eleventh,
      to the
      Holders of the Class M-9 Certificates, the Interest Distribution Amount
      allocable to the Class M-9 Certificates; and

     

    twelfth,
      to the
      Holders of the Class B-1 Certificates, the Interest Distribution Amount
      allocable to the Class B-1 Certificates.

     

    (4) On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event
      is in effect, the Securities Administrator shall withdraw from the Distribution
      Account to the extent on deposit therein an amount equal to the Principal
      Distribution Amount and distribute to the Certificateholders the following
      amounts, in the following order of priority:

     

    first,
      to the
      Supplemental Interest Trust, an amount equal to the sum of any Net Swap Payment
      owed to the Swap Provider and any Swap Termination Payment owed to the Swap
      Provider not due to a Swap Provider Trigger Event to the extent not paid from
      the Interest Remittance Amount on such Distribution Date;

     

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

     

    third,
      concurrently, to the Holders of the Class M-1A Certificates and Class M-1B
      Certificates, on a pro
      rata
      basis,
      based on the Certificate Principal Balance of each such Class, until the
      Certificate Principal Balance of each such Class has been reduced to
      zero;

     

    fourth,
      to the
      Holders of the Class M-2 Certificates, until the Certificate Principal Balance
      of the Class M-2 Certificates has been reduced to zero;

     

    fifth,
      to the
      Holders of the Class M-3 Certificates, until the Certificate Principal Balance
      of the Class M-3 Certificates has been reduced to zero;

     

    sixth,
      to the
      Holders of the Class M-4 Certificates, until the Certificate Principal Balance
      of the Class M-4 Certificates has been reduced to zero;

     

    seventh,
      to the
      Holders of the Class M-5 Certificates, until the Certificate Principal Balance
      of the Class M-5 Certificates has been reduced to zero;

     

    eighth,
      to the
      Holders of the Class M-6 Certificates, until the Certificate Principal Balance
      of the Class M-6 Certificates has been reduced to zero; 

     

    ninth,
      to the
      Holders of the Class M-7 Certificates, until the Certificate Principal Balance
      of the Class M-7 Certificates has been reduced to zero;

     

    tenth,
      to the
      Holders of the Class M-8 Certificates, until the Certificate Principal Balance
      of the Class M-8 Certificates has been reduced to zero; 

     

    eleventh,
      to the
      Holders of the Class M-9 Certificates, until the Certificate Principal Balance
      of the Class M-9 Certificates has been reduced to zero; and

     

    twelfth,
      to the
      Holders of the Class B-1 Certificates, until the Certificate Principal Balance
      of the Class B-1 Certificates has been reduced to zero.

     

    (5) On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
      Event is not in effect, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Principal Distribution Amount and distribute to the Certificateholders the
      following amounts, in the following order of priority:

     

    first,
      to the
      Supplemental Interest Trust, an amount equal to the sum of any Net Swap Payment
      owed to the Swap Provider and any Swap Termination Payment owed to the Swap
      Provider not due to a Swap Provider Trigger Event to the extent not paid from
      the Interest Remittance Amount on such Distribution Date;

     

    second,
      to the
      Holders of the Class A Certificates, the lesser of (x) the excess of (i) the
      Principal Distribution Amount over (ii) the amount distributed to the
      Supplemental Interest Trust under clause first
      above,
      and (y) the Class A Principal Distribution Amount, until the Certificate
      Principal Balance of the Class A Certificates has been reduced to
      zero;

     

    third,
      concurrently, to the Holders of the Class M-1A Certificates and Class M-1B
      Certificates, the lesser of (x) the excess of (i) the Principal Distribution
      Amount over (ii) the amount distributed to the Supplemental Interest Trust
      under
      clause first
      above
      and to the Holders of the Class A Certificates under clause second
      above,
      and (y) the Class M-1 Principal Distribution Amount, on a pro rata basis, based
      on the Certificate Principal Balance of each such Class until the Certificate
      Principal Balance of each such Class has been reduced to zero;

     

    fourth,
      to the
      Holders of the Class M-2 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Supplemental Interest Trust under clause first
      above,
      to the Holders of the Class A Certificates under clause second
      above
      and to the Holders of the Class M-1A Certificates and Class M-1B Certificates
      under clause third
      above,
      and (y) the Class M-2 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-2 Certificates has been reduced to
      zero;

     

    fifth,
      to the
      Holders of the Class M-3 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Supplemental Interest Trust under clause first
      above,
      to the Holders of the Class A Certificates under clause second
      above,
      to the Holders of the Class M-1A Certificates and Class M-1B Certificates under
      clause third
      above
      and to the Holders of the Class M-2 Certificates under clause fourth
      above,
      and (y) the Class M-3 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-3 Certificates has been reduced to
      zero;

     

    sixth,
      to the
      Holders of the Class M-4 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Supplemental Interest Trust under clause first
      above,
      to the Holders of the Class A Certificates under clause second
      above,
      to the Holders of the Class M-1A Certificates and Class M-1B Certificates under
      clause third
      above,
      to the Holders of the Class M-2 Certificates under clause fourth
      above
      and to the Holders of the Class M-3 Certificates under clause fifth
      above,
      and (y) the Class M-4 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-4 Certificates has been reduced to
      zero;

     

    seventh,
      to the
      Holders of the Class M-5 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Supplemental Interest Trust under clause first
      above,
      to the Holders of the Class A Certificates under clause second
      above,
      to the Holders of the Class M-1A Certificates and Class M-1B Certificates under
      clause third
      above,
      to the Holders of the Class M-2 Certificates under clause fourth
      above,
      to the Holders of the Class M-3 Certificates under clause fifth
      above
      and to the Holders of the Class M-4 Certificates under clause sixth
      above,
      and (y) the Class M-5 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-5 Certificates has been reduced to
      zero;

     

    eighth,
      to the
      Holders of the Class M-6 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Supplemental Interest Trust under clause first
      above,
      to the Holders of the Class A Certificates under clause second
      above,
      to the Holders of the Class M-1A Certificates and Class M-1B Certificates under
      clause third
      above,
      to the Holders of the Class M-2 Certificates under clause fourth
      above,
      to the Holders of the Class M-3 Certificates under clause fifth
      above,
      to the Holders of the Class M-4 Certificates under clause sixth
      above
      and to the Holders of the Class M-5 Certificates under clause seventh
      above,
      and (y) the Class M-6 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-6 Certificates has been reduced to zero;


     

    ninth,
      the
      Holders of the Class M-7 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Supplemental Interest Trust under clause first
      above,
      to the Holders of the Class A Certificates under clause second
      above,
      to the Holders of the Class M-1A Certificates and Class M-1B Certificates under
      clause third
      above,
      to the Holders of the Class M-2 Certificates under clause fourth
      above,
      to the Holders of the Class M-3 Certificates under clause fifth
      above,
      to the Holders of the Class M-4 Certificates under clause sixth
      above,
      to the Holders of the Class M-5 Certificates under clause seventh
      above
      and to the Holders of the Class M-6 Certificates under clause eighth
      above,
      and (y) the Class M-7 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-7 Certificates has been reduced to
      zero;

     

    tenth,
      to the
      Holders of the Class M-8 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Supplemental Interest Trust under clause first
      above,
      to the Holders of the Class A Certificates under clause second
      above,
      to the Holders of the Class M-1A Certificates and Class M-1B Certificates under
      clause third
      above,
      to the Holders of the Class M-2 Certificates under clause fourth
      above,
      to the Holders of the Class M-3 Certificates under clause fifth
      above,
      to the Holders of the Class M-4 Certificates under clause sixth
      above,
      to the Holders of the Class M-5 Certificates under clause seventh
      above,
      to the Holders of the Class M-6 Certificates under clause eighth
      above
      and to the Holders of the Class M-7 Certificates under clause ninth
      above,
      and (y) the Class M-8 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-8 Certificates has been reduced to zero;


     

    eleventh,
      to the
      Holders of the Class M-9 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Supplemental Interest Trust under clause first
      above,
      to the Holders of the Class A Certificates under clause second
      above,
      to the Holders of the Class M-1A Certificates and Class M-1B Certificates under
      clause third
      above,
      to the Holders of the Class M-2 Certificates under clause fourth
      above,
      to the Holders of the Class M-3 Certificates under clause fifth
      above,
      to the Holders of the Class M-4 Certificates under clause sixth
      above,
      to the Holders of the Class M-5 Certificates under clause seventh
      above,
      to the Holders of the Class M-6 Certificates under clause eighth
      above,
      to the Holders of the Class M-7 Certificates under clause ninth
      above
      and to the Holders of the Class M-8 Certificates under clause tenth
      above,
      and (y) the Class M-9 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-9 Certificates has been reduced to zero;
      and

     

    twelfth,
      to the
      Holders of the Class B-1 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Supplemental Interest Trust under clause first
      above,
      to the Holders of the Class A Certificates under clause second
      above,
      to the Holders of the Class M-1A Certificates and Class M-1B Certificates under
      clause third
      above,
      to the Holders of the Class M-2 Certificates under clause fourth
      above,
      to the Holders of the Class M-3 Certificates under clause fifth
      above,
      to the Holders of the Class M-4 Certificates under clause sixth
      above,
      to the Holders of the Class M-5 Certificates under clause seventh
      above,
      to the Holders of the Class M-6 Certificates under clause eighth
      above,
      to the Holders of the Class M-7 Certificates under clause ninth
      above,
      to the Holders of the Class M-8 Certificates under clause tenth
      above
      and to the Holders of the Class M-9 Certificates under clause eleventh
      above,
      and (y) the Class B-1 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class B-1 Certificates has been reduced to
      zero.

     

    (6) On
      each
      Distribution Date, the Net Monthly Excess Cashflow (or, in the case of clause
      (i) below, the Net Monthly Excess Cashflow exclusive of any
      Overcollateralization Reduction Amount) shall be distributed as
      follows:

     

    first,
      to the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any
      Overcollateralization Amount, payable to such Holders in accordance with the
      priorities set forth under Section 5.01(a)(4) above;

     

    second,
      concurrently, to the Holders of the Class M-1A Certificates and Class M-1B
      Certificates, in an amount equal to the Interest Carry Forward Amount allocable
      to each such Class, on a pro
      rata
      basis
      based on the entitlement of each such Class;

     

    third,
      sequentially, to the Holders of the Class M-2, Class M-3, Class M-4, Class
      M-5,
      Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that
      order, in an amount equal to the Interest Carry Forward Amount allocable to
      each
      such Class;

     

    fourth,
      concurrently, to the Holders of the Class M-1A Certificates and Class M-1B
      Certificates, in that order, in an amount equal to the Allocated Realized Loss
      Amount allocable to each such Class, on a pro
      rata
      basis
      based on the entitlement of each such Class;

     

    fifth,
      sequentially, to the Holders of the Class M-2, Class M-3, Class M-4, Class
      M-5,
      Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that
      order, in an amount equal to the Allocated Realized Loss Amount allocable to
      each such Class;

     

    sixth,
      to the
      Holders of the Class A Certificates, in an amount equal to such certificates’
allocated share of any Prepayment Interest Shortfalls on the Mortgage Loans
      to
      the extent not covered by Compensating Interest paid by the Master Servicer
      or
      the Servicers and any shortfalls resulting from the application of the Relief
      Act or similar state or local law or the bankruptcy code with respect to the
      Mortgage Loans;

     

    seventh,
      concurrently, to the Holders of the Class M-1A Certificates and Class M-1B
      Certificates, in an amount equal to each such certificates’ allocated share of
      any Prepayment Interest Shortfalls on the Mortgage Loans to the extent not
      covered by Compensating Interest paid by the Master Servicer or the Servicers
      and any shortfalls resulting from the application of the Relief Act or similar
      state or local law or the bankruptcy code with respect to the Mortgage Loans,
      on
      a pro rata basis based on the entitlement of each such Class;

     

    eighth,
      sequentially, to the Holders of the Class M-2, Class M-3, Class M-4, Class
      M-5,
      Class M-6, Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that
      order, in an amount equal to each such certificates’ allocated share of any
      Prepayment Interest Shortfalls on the Mortgage Loans to the extent not covered
      by Compensating Interest paid by the Master Servicer or the Servicers and any
      shortfalls resulting from the application of the Relief Act or similar state
      or
      local law or the bankruptcy code with respect to the Mortgage
      Loans;

     

    ninth,
      to the
      Reserve Fund, the amount by which the sum of the Net WAC Rate Carryover Amounts,
      if any, with respect to the Offered Certificates and the Class B-1 Certificates
      exceeds any amounts in the Reserve Fund that were not distributed on prior
      Distribution Dates;

     

    tenth,
      to the
      Supplemental Interest Trust, an amount equal to any Swap Termination Payment
      owed to the Swap Provider, due to a Swap Provider Trigger Event pursuant to
      the
      Interest Rate Swap Agreement; 

     

    eleventh,
      to the
      Holders of the Class CE-1 Certificates, the Interest Distribution Amount and
      any
      Overcollateralization Reduction Amount for such Distribution Date;
      and

     

    twelfth,
      to the
      Holders of the Class R Certificates, in respect of the Class R-III Interest,
      any
      remaining amounts; provided that if such Distribution Date is the Distribution
      Date immediately following the expiration of the latest Prepayment Charge term
      as identified on the Mortgage Loan Schedule or any Distribution Date thereafter,
      then any such remaining amounts will be distributed first, to the Holders of
      the
      Class P Certificates, until the Certificate Principal Balance thereof has been
      reduced to zero; and second, to the Holders of the Class R
      Certificates.

     

    The
      Class
      CE-1 Certificates are intended to receive all principal and interest received
      by
      the Trust on the Mortgage Loans that is not otherwise distributable to any
      other
      Class of Regular Certificates or REMIC Regular Interests. If the Securities
      Administrator determines that the Residual Certificates are entitled to any
      distributions on any Distribution Date other than the final Distribution Date,
      the Securities Administrator, prior to any such distribution to any Residual
      Certificate, shall notify the Depositor of such impending distribution. Upon
      such notification, the Depositor will prepare and request that the other parties
      hereto enter into an amendment to the Pooling and Servicing Agreement pursuant
      to Section 12.01, to revise such mistake in the distribution
      provisions.

     

    On
      each
      Distribution Date, after making the distributions of the Available Distribution
      Amount as set forth above, the Securities Administrator will first, withdraw
      from the Reserve Fund all income from the investment of funds in the Reserve
      Fund and distribute such amount to the Holders of the Class CE-1 Certificates,
      and second, withdraw from the Reserve Fund, to the extent of amounts remaining
      on deposit therein, the amount of any Net WAC Rate Carryover Amount for such
      Distribution Date and distribute such amount first,
      to the
      Class A Certificates; on a pro
      rata
      basis
second,
      concurrently, to the Class M-1A Certificates and Class M-1B Certificates,
third,
      to the
      Class M-2 Certificates, fourth,
      to the
      Class M-3 Certificates, fifth,
      to the
      Class M-4 Certificates, sixth,
      to the
      Class M-5 Certificates, seventh,
      to the
      Class M-6 Certificates, eighth,
      to the
      Class M-7 Certificates, ninth,
      to the
      Class M-8 Certificates, tenth,
      to the
      Class M-9 Certificates, and eleventh,
      to the
      Class B-1 Certificates, in each case to the extent to the extent any Net WAC
      Rate Carryover Amount is allocable to each such Class.

     

    (b) On
      each
      Distribution Date, for so long as Ocwen is the Servicer of the Ocwen Mortgage
      Loans and GMAC is the Servicer of the GMAC Mortgage Loans, the Securities
      Administrator shall distribute to the Holders of the Class CE-2 Certificates,
      with respect to each such Mortgage Loan, one-twelfth of the product of (i)
      the
      excess of the Servicing Fee Rate over the Ocwen Servicing Fee Rate and the
      GMAC
      Servicing Fee Rate, as applicable, if any, multiplied by (ii) the Scheduled
      Principal Balance of the related Mortgage Loan as of the Due Date in the
      preceding calendar month (the “Excess Servicing Fee”).

     

    (c) As
      described in Section 5.01(a)(3), (4), (5) and (6) above, Net Swap Payments
      and
      Swap Termination Payments (other than Swap Termination Payments resulting from
      a
      Swap Provider Trigger Event) payable by the Supplemental Interest Trust to
      the
      Swap Provider pursuant to the Swap Agreement shall be deducted from the Interest
      Remittance Amount, and to the extent of any such remaining amounts due, from
      the
      Principal Remittance Amount, prior to any distributions to the
      Certificateholders. On each Distribution Date, such amounts will be remitted
      to
      the Supplemental Interest Trust, first to make any Net Swap Payment owed to
      the
      Swap Provider pursuant to the Swap Agreement for such Distribution Date, and
      second to make any Swap Termination Payment (not due to a Swap Provider Trigger
      Event) owed to the Swap Provider pursuant to the Swap Agreement for such
      Distribution Date. Any Swap Termination Payment triggered by a Swap Provider
      Trigger Event owed to the Swap Provider pursuant to the Swap Agreement will
      be
      subordinated to distributions to the Holders of the Offered Certificates and
      shall be paid pursuant to clause tenth
      of
      Section 5.01(a)(6).

     

    (d) On
      each
      Distribution Date, to the extent required, following the distribution of the
      Net
      Monthly Excess Cashflow and withdrawals from the Reserve Fund, the Securities
      Administrator will withdraw any amounts in the Supplemental Interest Trust
      and
      distribute such amounts in the following order of priority: 

     

    first,
      to the
      Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
      Swap Agreement for such Distribution Date;

     

    second,
      to the
      Swap Provider, any Swap Termination Payment owed to the Swap Provider not due
      to
      a Swap Provider Trigger Event pursuant to the Swap Agreement;

     

    third,
      to the
      Class A Certificates, the Senior Interest Distribution Amount remaining
      undistributed after the distributions of the Interest Remittance Amount on
      such
      Distribution Date;

     

    fourth,
      concurrently, to the Class M-1A Certificates and Class M-1B Certificates, the
      related Interest Distribution Amount and Interest Carry Forward Amount for
      each
      such class to the extent remaining undistributed after the distribution of
      the
      Interest Remittance Amount and the Net Monthly Excess Cashflow, on a pro rata
      basis, based on the entitlement of each such class;

     

    fifth,
      sequentially, to the Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
      Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order,
      the
      related Interest Distribution Amount and Interest Carry Forward Amount, to
      the
      extent remaining undistributed after the distributions of the Interest
      Remittance Amount and the Net Monthly Excess Cashflow;

     

    sixth,
      to the
      Class A Certificates, the related Net WAC Rate Carryover Amount, to the extent
      remaining undistributed after distributions of Net Monthly Excess Cashflow
      on
      deposit in the Reserve Fund;

     

    seventh,
      concurrently, to the Class M-1A Certificates and Class M-1B Certificates, the
      related Net WAC Rate Carryover Amount, to the extent remaining undistributed
      after distributions of Net Monthly Excess Cashflow on deposit in the Reserve
      Fund, on a pro rata basis, based on the entitlement of each such
      class;

     

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

     

    ninth,
      to the
      holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount necessary to maintain the
      Required Overcollateralization Amount after taking into account distributions
      made pursuant to clause first
      of
      Section 5.01(a)(6) above;

     

    tenth,
      concurrently, to the Class M-1A Certificates and Class M-1B Certificates, in
      each case up to the Allocated Realized Loss Amount related to each such class
      for such Distribution Date remaining undistributed after distribution of Net
      Monthly Excess Cashflow for such Distribution Date, on a pro rata basis, based
      on the amount of the Allocated Realized Loss Amount remaining unpaid for each
      such class;

     

    eleventh,
      sequentially to the Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
      Class
      M-7, Class M-8, Class M-9 and Class B-1 Certificates, in that order, in each
      case up to the related Allocated Realized Loss Amount related to each such
      class
      for such Distribution Date remaining undistributed after distribution of the
      Net
      Monthly Excess Cashflow; 

     

    twelfth,
      to the
      Swap Provider, an amount equal to any Swap Termination Payment owed to the
      Swap
      Provider due to a Swap Provider Trigger Event pursuant to the Swap Agreement;
      and

     

    thirteenth,
      to the
      Class CE-1 Certificates, any remaining amounts.

     

    (e) On
      each
      Distribution Date, the Securities Administrator shall withdraw any amounts
      then
      on deposit in the Distribution Account that represent Prepayment Charges and
      shall distribute such amounts to the Class P Certificateholders as described
      above.

     

    (f) All
      distributions made with respect to each Class of Certificates on each
      Distribution Date shall be allocated pro
      rata
      among
      the outstanding Certificates in such Class based on their respective Percentage
      Interests. Payments in respect of each Class of Certificates on each
      Distribution Date will be made to the Holders of the respective Class of record
      on the related Record Date (except as otherwise provided in Section 5.01(h)
      or Section 10.01 respecting the final distribution on such Class), based on
      the aggregate Percentage Interest represented by their respective Certificates,
      and shall be made by wire transfer of immediately available funds to the account
      of any such Holder at a bank or other entity having appropriate facilities
      therefor, if such Holder shall have so notified the Securities Administrator
      in
      writing at least five (5) Business Days prior to the Record Date immediately
      prior to such Distribution Date and is the registered owner of Certificates
      having an initial aggregate Certificate Principal Balance that is in excess
      of
      the lesser of (i) $5,000,000 or (ii) two-thirds of the initial Certificate
      Principal Balance of such Class of Certificates, or otherwise by check mailed
      by
      first class mail to the address of such Holder appearing in the Certificate
      Register. The final distribution on each Certificate will be made in like
      manner, but only upon presentment and surrender of such Certificate at the
      Corporate Trust Office of the Securities Administrator or such other location
      specified in the notice to Certificateholders of such final
      distribution.

     

    Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, as Holder thereof, and the Depository shall be responsible for
      crediting the amount of such distribution to the accounts of its Depository
      Participants in accordance with its normal procedures. Each Depository
      Participant shall be responsible for disbursing such distribution to the
      Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. None of the Trustee, the
      Depositor, the Servicer, the Securities Administrator or the Master Servicer
      shall have any responsibility therefor except as otherwise provided by this
      Agreement or applicable law.

     

    (g) The
      rights of the Certificateholders to receive distributions in respect of the
      Certificates, and all interests of the Certificateholders in such distributions,
      shall be as set forth in this Agreement. None of the Holders of any Class of
      Certificates, the Trustee, the Servicer, the Securities Administrator or the
      Master Servicer shall in any way be responsible or liable to the Holders of
      any
      other Class of Certificates in respect of amounts properly previously
      distributed on the Certificates.

     

    (h) Except
      as
      otherwise provided in Section 10.01, whenever the Securities Administrator
      expects that the final distribution with respect to any Class of Certificates
      will be made on the next Distribution Date, the Securities Administrator shall,
      no later than three (3) days before the related Distribution Date, mail to
      each
      Holder on such date of such Class of Certificates a notice to the effect
      that:

     

    (i) the
      Securities Administrator expects that the final distribution with respect to
      such Class of Certificates will be made on such Distribution Date but only
      upon
      presentation and surrender of such Certificates at the office of the Securities
      Administrator therein specified, and

     

    (ii) no
      interest shall accrue on such Certificates from and after the end of the related
      Interest Accrual Period.

     

    Any
      funds
      not distributed to any Holder or Holders of Certificates of such Class on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Securities Administrator and credited to the account of the appropriate
      non-tendering Holder or Holders. If any Certificates as to which notice has
      been
      given pursuant to this Section 5.01(h) shall not have been surrendered for
      cancellation within six (6) months after the time specified in such notice,
      the
      Securities Administrator shall mail a second notice to the remaining
      non-tendering Certificateholders to surrender their Certificates for
      cancellation in order to receive the final distribution with respect thereto.
      If
      within one year after the second notice all such Certificates shall not have
      been surrendered for cancellation, the Securities Administrator shall, directly
      or through an agent, mail a final notice to the remaining non-tendering
      Certificateholders concerning surrender of their Certificates but shall continue
      to hold any remaining funds for the benefit of non-tendering Certificateholders.
      The costs and expenses of maintaining the funds in trust and of contacting
      such
      Certificateholders shall be paid out of the assets remaining in such trust
      fund.
      If within one year after the final notice any such Certificates shall not have
      been surrendered for cancellation, the Securities Administrator shall pay to
      the
      Depositor all such amounts, and all rights of non-tendering Certificateholders
      in or to such amounts shall thereupon cease. No interest shall accrue or be
      payable to any Certificateholder on any amount held in trust by the Securities
      Administrator as a result of such Certificateholder’s failure to surrender its
      Certificate(s) on the final Distribution Date for final payment thereof in
      accordance with this Section 5.01(h). Any such amounts held in trust by the
      Securities Administrator shall be held uninvested in an Eligible
      Account.

     

    (i) Notwithstanding
      anything to the contrary herein, (i) in no event shall the Certificate Principal
      Balance of a Class A Certificate, a Mezzanine Certificate or a Class B-1
      Certificate be reduced more than once in respect of any particular amount both
      (a) allocated to such Certificate in respect of Realized Losses pursuant to
      Section 5.04 and (b) distributed to the Holder of such Certificate in
      reduction of the Certificate Principal Balance thereof pursuant to this
      Section 5.01 from Net Monthly Excess Cashflow and (ii) in no event shall
      the Uncertificated Balance of a REMIC Regular Interest be reduced more than
      once
      in respect of any particular amount both (a) allocated to such REMIC Regular
      Interest in respect of Realized Losses pursuant to Section 5.04 and (b)
      distributed on such REMIC Regular Interest in reduction of the Uncertificated
      Balance thereof pursuant to this Section 5.01.

     

    SECTION
      5.02. Statements
      to Certificateholders.

     

    On
      each
      Distribution Date, the Securities Administrator (based in part on the
      information set forth in the Servicer Reports for such Distribution Date and
      information provided by the Swap Provider under the Swap Agreement with respect
      to payments made pursuant to the Swap Agreement) shall make available to each
      Holder of the Certificates, a statement as to the distributions made on such
      Distribution Date setting forth:

     

    (i) the
      applicable Interest Accrual Periods and general Distribution Dates;

     

    (ii) the
      total
      cash flows received and the general sources thereof; 

     

    (iii) the
      aggregate Servicing Fee received by the Servicers, the Master Servicing Fee
      received by the Master Servicer and the Credit Risk Management Fee received
      by
      the Credit Risk Manager during the related Due Period;

     

    (iv) the
      aggregate amount, if any, of fees or expenses accrued and paid, with an
      identification of the payee and the general purpose of such fees; 

     

    (v) the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Certificates of each Class allocable to principal, the amount of the
      distribution made on such Distribution Date to the Holders of the Class P
      Certificates allocable to Prepayment Charges and the amount of the distribution
      to the Class CE-1 Certificates and Class CE-2 Certificates;

     

    (vi) the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Certificates of each Class allocable to interest, and the portion thereof,
      if
      any, provided by the Interest Rate Swap Agreement;

     

    (vii) the
      aggregate amount of P&I Advances and Servicing Advances for such
      Distribution Date (including the general purpose of such P&I
      Advances);

     

    (viii) the
      number and aggregate principal balance of the Mortgage Loans that were
      delinquent (exclusive of Mortgage Loans in foreclosure) using the “OTS” method
      in respect of which (A) one scheduled payment is delinquent, (B) two scheduled
      payments are delinquent, (C) three or more scheduled payments are delinquent
      and
      (D) (1) foreclosure proceedings have been initiated, and (2) the number and
      aggregate principal balance of Mortgaged Properties acquired through
      foreclosure, deed in lieu of foreclosure or other exercise of rights respecting
      the Trustee’s security interest in the Mortgage Loans, in each case as of the
      close of business on the last day of the calendar month preceding such
      Distribution Date;

     

    (ix) the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Mortgage Loans as of the related
      Due
      Date;

     

    (x) with
      respect to any Mortgage Loan that was liquidated during the preceding calendar
      month, the loan number of such Mortgage Loan, the unpaid principal balance
      and
      the Scheduled Principal Balance of and Realized Loss on, such Mortgage Loan
      as
      of the end of the related Prepayment Period;

     

    (xi) the
      total
      number and principal balance of any real estate owned, or REO, properties as
      of
      the end of the related Prepayment Period and, if available, the book value
      of
      any REO Property as of the close of business on the last Business Day of the
      calendar month preceding the Distribution Date;

     

    (xii) whether
      the Stepdown Date or a Trigger Event is in effect;

     

    (xiii) the
      aggregate amount of Realized Losses incurred during the related Prepayment
      Period and the aggregate amount of Realized Losses incurred since the Closing
      Date;

     

    (xiv) the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Distribution Account for such Distribution Date;

     

    (xv) the
      aggregate Certificate Principal Balance of each Class of Certificates, before
      and after giving effect to the distributions, and allocations of Realized
      Losses, made on such Distribution Date, separately identifying any reduction
      thereof due to allocations of Realized Losses;

     

    (xvi) the
      number and Scheduled Principal Balance of all the Mortgage Loans for the
      following Distribution Date, together with updated pool composition
      information;

     

    (xvii) the
      three-month rolling average of the percent equivalent of a fraction, the
      numerator of which is the aggregate Scheduled Principal Balance of the Mortgage
      Loans that are 60 days or more delinquent or are in bankruptcy or foreclosure
      or
      are REO properties, and the denominator of which is the Scheduled Principal
      Balances of all of the Mortgage Loans;

     

    (xviii) the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     

    (xix) the
      Interest Distribution Amount in respect of the Class A Certificates, the
      Mezzanine Certificates, the Class B-1 Certificates, and the Class CE-1
      Certificates for such Distribution Date and the Interest Carry Forward Amount,
      if any, with respect to the Class A Certificates, the Mezzanine Certificates
      and
      the Class B-1 Certificates on such Distribution Date, and in the case of the
      Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates
      separately identifying any reduction thereof due to allocations of Realized
      Losses, Prepayment Interest Shortfalls, Relief Act Interest Shortfalls and
      Net
      WAC Rate Carryover Amounts;

     

    (xx) the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the Servicers pursuant to
      Section 3.22 of this Agreement or the Master Servicer pursuant to
      Section 4.18 of this Agreement; 

     

    (xxi) the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (xxii) the
      Net
      Monthly Excess Cashflow, if any, for such Distribution Date and the application
      of such Net Monthly Excess Cashflow;

     

    (xxiii) the
      Required Overcollateralization Amount and the Credit Enhancement Percentage
      for
      such Distribution Date;

     

    (xxiv) the
      Overcollateralization Increase Amount, if any, for such Distribution
      Date;

     

    (xxv) the
      Overcollateralization Reduction Amount, if any, for such Distribution
      Date;

     

    (xxvi) the
      Net
      WAC Rate Carryover Amount, if any, for such Distribution Date;

     

    (xxvii) the
      Net
      WAC Rate Carryover Amount, if any, outstanding after reimbursements therefor
      on
      such Distribution Date;

     

    (xxviii) 
      the
      respective Pass-Through Rates applicable to the Class A Certificates, the
      Mezzanine Certificates, the Class B-1 Certificates, and the Class CE-1
      Certificates for such Distribution Date (and whether such Pass-Through Rate
      was
      limited by the Net WAC Pass-Through Rate);

     

    (xxix) the
      amount of any deposit to the Reserve Fund contemplated by
      Section 3.24(b);

     

    (xxx) the
      balance of the Reserve Fund prior to the deposit or withdrawal of any amounts
      on
      such Distribution Date;

     

    (xxxi) the
      amount of any deposit to the Reserve Fund pursuant to
      Section 5.01(a)(6);

     

    (xxxii) the
      balance of the Reserve Fund after all deposits and withdrawals on such
      Distribution Date;

     

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

     

    (xxxiv) the
      Aggregate Loss Severity Percentage; 

     

    (xxxv) the
      aggregate amount of Principal Prepayments made during the related Prepayment
      Period and the aggregate amount of any Prepayment Charges remitted by the
      Servicers in respect thereof; and

     

    (xxxvi) the
      amount of any Net Swap Payment payable by the Swap Provider to the Supplemental
      Interest Trust, any Net Swap Payment payable to the Swap Provider, any Swap
      Termination Payment payable by the Swap Provider to the Supplemental Interest
      Trust and any Swap Termination Payment payable to the Swap Provider.


     

    The
      Securities Administrator will make such statement (and, at its option, any
      additional files containing the same information in an alternative format)
      available each month to the Certificateholders and the Rating Agencies via
      the
      Securities Administrator’s internet website. The Securities Administrator’s
      internet website shall initially be located at http:\\www.ctslink.com and
      assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at 1-301-815-6600. Parties that are unable
      to use the above distribution options are entitled to have a paper copy mailed
      to them via first class mail by calling the customer service desk and indicating
      such. The Securities Administrator shall have the right to change the way such
      statements are distributed in order to make such distribution more convenient
      and/or more accessible to the above parties and the Securities Administrator
      shall provide timely and adequate notification to all above parties regarding
      any such changes.

     

    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) above, the
      amounts shall be expressed as a dollar amount per Single Certificate of the
      relevant Class.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish upon request to each Person who at any time during
      the calendar year was a Holder of a Regular Certificate a statement containing
      the information set forth in subclauses (i) through (iii) above, aggregated
      for
      such calendar year or applicable portion thereof during which such person was
      a
      Certificateholder. Such obligation of the Securities Administrator shall be
      deemed to have been satisfied to the extent that substantially comparable
      information shall be provided by the Securities Administrator pursuant to any
      requirements of the Code as from time to time are in force.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish upon request to each Person who at any time during
      the calendar year was a Holder of a Residual Certificate a statement setting
      forth the amount, if any, actually distributed with respect to the Residual
      Certificates, as appropriate, aggregated for such calendar year or applicable
      portion thereof during which such Person was a Certificateholder.

     

    The
      Securities Administrator shall, upon request, furnish to each Certificateholder
      during the term of this Agreement, such periodic, special, or other reports
      or
      information, whether or not provided for herein, as shall be reasonable with
      respect to the Certificateholder, as applicable, or otherwise with respect
      to
      the purposes of this Agreement, all such reports or information to be provided
      at the expense of the Certificateholder, in accordance with such reasonable
      and
      explicit instructions and directions as the Certificateholder may
      provide.

     

    On
      each
      Distribution Date the Securities Administrator shall provide Bloomberg Financial
      Markets, L.P. (“Bloomberg”) CUSIP level factors for each Class of Certificates
      as of such Distribution Date, using a format and media mutually acceptable
      to
      the Securities Administrator and Bloomberg.

     

    SECTION
      5.03. Servicer
      Reports; P&I Advances.

     

    (a) On
      or
      before 12:00 noon New York time on the 18th
      calendar
      day of each month, and if the calendar day is not a Business Day, the
      immediately following Business Day, each Servicer shall, deliver to the Master
      Servicer and the Securities Administrator by telecopy or electronic mail (or
      by
      such other means as the related Servicer, the Master Servicer and the Securities
      Administrator may agree from time to time) a remittance report containing such
      information with respect to the related Mortgage Loans and the related
      Distribution Date as is reasonably available to the related Servicer as the
      Master Servicer or the Securities Administrator may reasonably require so as
      to
      enable the Master Servicer to master service the related Mortgage Loans and
      oversee the servicing by the related Servicer and the Securities Administrator
      to fulfill its obligations hereunder with respect to securities and tax
      reporting.

     

    (b) The
      amount of P&I Advances to be made by the related Servicer on any
      Distribution Date shall equal, subject to Section 5.03(d), (i) the aggregate
      amount of Monthly Payments (net of the related Servicing Fees), due during
      the
      related Due Period in respect of the Mortgage Loans serviced by such Servicer,
      which Monthly Payments were delinquent as of the close of business on the
      related Determination Date and (ii) with respect to each REO Property, which
      was
      acquired during or prior to the related Prepayment Period and as to which an
      REO
      Disposition did not occur during the related Prepayment Period, an amount equal
      to the excess, if any, of the REO Imputed Interest on such REO Property for
      the
      most recently ended calendar month, over the net income from such REO Property
      deposited in the related Collection Account pursuant to Section 3.21 of this
      Agreement for distribution on such Distribution Date; provided, however, the
      Servicers shall not be required to make P&I Advances with respect to Relief
      Act Interest Shortfalls, or with respect to Prepayment Interest Shortfalls
      in
      excess of its obligations under Section 3.22. For purposes of the preceding
      sentence, the Monthly Payment on each Balloon Mortgage Loan with a delinquent
      Balloon Payment is equal to the assumed monthly payment that would have been
      due
      on the related Due Date based on the original principal amortization schedule
      for such Balloon Mortgage Loan.

     

    By
      12:00
      noon New York time, on the Servicer Remittance Date, each Servicer shall remit
      in immediately available funds to the Securities Administrator for deposit
      in
      the Distribution Account an amount equal to the aggregate amount of P&I
      Advances, if any, to be made in respect of the related Mortgage Loans for the
      related Distribution Date either (i) from its own funds or (ii) from the related
      Collection Account, to the extent of any Amounts Held For Future Distribution
      on
      deposit therein (in which case it will cause to be made an appropriate entry
      in
      the records of the related Collection Account that Amounts Held For Future
      Distribution have been, as permitted by this Section 5.03, used by the related
      Servicer in discharge of any such P&I Advance) or (iii) in the form of any
      combination of (i) and (ii) aggregating the total amount of P&I Advances to
      be made by the related Servicer with respect to the related Mortgage Loans.
      In
      addition, the related Servicer shall have the right to reimburse itself for
      any
      outstanding P&I Advance made from its own funds from Amounts Held for Future
      Distribution. Any Amounts Held For Future Distribution used by the related
      Servicer to make P&I Advances or to reimburse itself for outstanding P&I
      Advances shall be appropriately reflected in the related Servicer’s records and
      replaced by the related Servicer by deposit in the related Collection Account
      no
      later than the close of business on the Servicer Remittance Date immediately
      following the Due Period or Prepayment Period for which such amounts relate.
      The
      Securities Administrator will notify the related Servicer and the Master
      Servicer by the close of business on the Business Day prior to the Distribution
      Date in the event that the amount remitted by the related Servicer to the
      Securities Administrator on such date is less than the P&I Advances required
      to be made by the related Servicer for the related Distribution
      Date.

     

    (c) The
      obligation of each Servicer to make such P&I Advances is mandatory,
      notwithstanding any other provision of this Agreement but subject to (d) below,
      and, with respect to any related Mortgage Loan or REO Property, shall continue
      until a Final Recovery Determination in connection therewith or the removal
      thereof from the Trust Fund pursuant to any applicable provision of this
      Agreement, except as otherwise provided in this Section. 

     

    (d) Notwithstanding
      anything herein to the contrary, no P&I Advance or Servicing Advance shall
      be required to be made hereunder by the related Servicer if such P&I Advance
      or Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance
      or Nonrecoverable Servicing Advance, respectively. In addition, the Servicers
      shall not be required to make a P&I Advance with respect to any Mortgage
      Loan that is 120 days delinquent. The determination by the related Servicer
      that
      it has made a Nonrecoverable P&I Advance or a Nonrecoverable Servicing
      Advance or that any proposed P&I Advance or Servicing Advance, if made,
      would constitute a Nonrecoverable P&I Advance or Nonrecoverable Servicing
      Advance, respectively, shall be evidenced by a certification of a Servicing
      Officer delivered to the Master Servicer.

     

    (e) Subject
      to and in accordance with the provisions of Article VIII, in the event a
      Servicer fails to make any required P&I Advance, then the Master Servicer
      (in its capacity as successor servicer) or any other successor Servicer shall
      be
      required to make such P&I Advance on the Distribution Date on which such
      Servicer was required to make such Advance, subject to its determination of
      recoverability. 

     

    SECTION
      5.04. Allocation
      of Realized Losses.

     

    (a) Prior
      to
      the Determination Date, each Servicer shall determine as to each Mortgage Loan
      serviced by such Servicer and any related REO Property and include in the
      monthly remittance report provided to the Master Servicer and the Securities
      Administrator (substantially in the form of Schedule 4 hereto) such information
      as is reasonably available to the Servicers as the Master Servicer or the
      Securities Administrator may reasonably require so as to enable the Master
      Servicer to master service the Mortgage Loans and oversee the servicing by
      the
      Servicers and the Securities Administrator to fulfill its obligations hereunder
      with respect to securities and tax reporting, which shall include, but not
      be
      limited to: (i) the total amount of Realized Losses, if any, incurred in
      connection with any Final Recovery Determinations made during the related
      Prepayment Period; and (ii) the respective portions of such Realized Losses
      allocable to interest and allocable to principal. Prior to each Determination
      Date, each Servicer shall also determine as to each Mortgage Loan: (i) the
      total
      amount of Realized Losses, if any, incurred in connection with any Deficient
      Valuations made during the related Prepayment Period; and (ii) the total amount
      of Realized Losses, if any, incurred in connection with Debt Service Reductions
      in respect of Monthly Payments due during the related Due Period.

     

    (b) All
      Realized Losses on the Mortgage Loans allocated to any REMIC I Regular Interest
      pursuant to Section 5.04(c) on the Mortgage Loans shall be allocated by the
      Securities Administrator on each Distribution Date as follows: first,
      to Net
      Monthly Excess Cashflow, second,
      to the
      Class CE-1 Certificates, third,
      to the
      Class B-1 Certificates until the Certificate Principal Balance of the Class
      B-1
      Certificates has been reduced to zero, fourth,
      to the
      Class M-9 Certificates until the Certificate Principal Balance of the Class
      M-9
      Certificates has been reduced to zero, fifth,
      to the
      Class M-8 Certificates until the Certificate Principal Balance of the Class
      M-8
      Certificates has been reduced to zero; sixth,
      to the
      Class M-7 Certificates until the Certificate Principal Balance of the Class
      M-7
      Certificates has been reduced to zero, seventh,
      to the
      Class M-6 Certificates until the Certificate Principal Balance of the Class
      M-6
      Certificates has been reduced to zero, eighth,
      to the
      Class M-5 Certificates until the Certificate Principal Balance of the Class
      M-5
      Certificates has been reduced to zero, ninth,
      to the
      Class M-4 Certificates until the Certificate Principal Balance of the Class
      M-4
      Certificates has been reduced to zero, tenth,
      to the
      Class M-3 Certificates until the Certificate Principal Balance of the Class
      M-3
      Certificates has been reduced to zero, eleventh,
      to the
      Class M-2 Certificates until the Certificate Principal Balance of the Class
      M-2
      Certificates has been reduced to zero and twelfth,
      to the
      Class M-1A Certificates and Class M-1B Certificates, on a pro
      rata
      basis
      based on the Certificate Principal Balance of each such Class until the
      Certificate Principal Balance of each such class has been reduced to zero.
      All
      Realized Losses to be allocated to the Certificate Principal Balances of all
      Classes on any Distribution Date shall be so allocated after the actual
      distributions to be made on such date as provided above. All references above
      to
      the Certificate Principal Balance of any Class of Certificates shall be to
      the
      Certificate Principal Balance of such Class immediately prior to the relevant
      Distribution Date, before reduction thereof by any Realized Losses, in each
      case
      to be allocated to such Class of Certificates, on such Distribution Date.


     

    Any
      allocation of Realized Losses to a Mezzanine Certificate or Class B-1
      Certificate on any Distribution Date shall be made by reducing the Certificate
      Principal Balance thereof by the amount so allocated; any allocation of Realized
      Losses to a Class CE-1 Certificates shall be made by reducing the amount
      otherwise payable in respect thereof pursuant to Section 5.01(a)(6). No
      allocations of any Realized Losses shall be made to the Certificate Principal
      Balances of the Class A Certificates or Class P Certificates.

     

    As
      used
      herein, an allocation of a Realized Loss on a “pro
      rata
      basis”
among two or more specified Classes of Certificates means an allocation on
      a
pro
      rata
      basis,
      among the various Classes so specified, to each such Class of Certificates
      on
      the basis of their then outstanding Certificate Principal Balances prior to
      giving effect to distributions to be made on such Distribution Date. All
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the, Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    In
      addition, in the event that a Servicer receives any Subsequent Recoveries with
      respect to a Mortgage Loan serviced by it, the related Servicer shall deposit
      such funds into the related Collection Account pursuant to Section 3.08.
      If, after taking into account such Subsequent Recoveries, the amount of a
      Realized Loss is reduced, the amount of such Subsequent Recoveries will be
      applied to increase the Certificate Principal Balance of the Class of
      Subordinate Certificates with the highest payment priority to which Realized
      Losses have been allocated, but not by more than the amount of Realized Losses
      previously allocated to that Class of Subordinate Certificates pursuant to
      this
      Section 5.04 and not previously reimbursed to such Class of Subordinate
      Certificates with Net Monthly Excess Cashflow pursuant to
      Section 5.01(a)(5). The amount of any remaining Subsequent Recoveries will
      be applied to sequentially increase the Certificate Principal Balance of the
      Subordinate Certificates, beginning with the Class of Subordinate Certificates
      with the next highest payment priority, up to the amount of such Realized Losses
      previously allocated to such Class of Subordinate Certificates pursuant to
      this
      Section 5.04 and not previously reimbursed to such Class of Subordinate
      Certificates with Net Monthly Excess Cashflow pursuant to
      Section 5.01(a)(5). Holders of such Certificates will not be entitled to
      any payment in respect of current interest on the amount of such increases
      for
      any Interest Accrual Period preceding the Distribution Date on which such
      increase occurs. Any such increases shall be applied to the Certificate
      Principal Balance of each Subordinate Certificate of such Class in accordance
      with its respective Percentage Interest.

     

    (c) (i)
      All
      Realized Losses on the Mortgage Loans shall be allocated on each Distribution
      Date, first to REMIC I Regular Interest A-I and, second, to REMIC I Regular
      Interest I-1-A through REMIC I Regular Interest I-63-B, starting with the lowest
      numerical denomination until such REMIC I Regular Interest has been reduced
      to
      zero, provided that, for REMIC I Regular Interests with the same numerical
      denomination, such Realized Losses shall be allocated pro
      rata
      between
      such REMIC I Regular Interests. 

     

    (ii) All
      Realized Losses on the Mortgage Loans shall be allocated by the Trustee, based
      solely on the instructions of the Securities Administrator, on each Distribution
      Date to the following REMIC II Regular Interests in the specified percentages,
      as follows: first, to Uncertificated Interest payable to the REMIC II Regular
      Interest AA and REMIC II Regular Interest ZZ up to an aggregate amount equal
      to
      the REMIC II Interest Loss Allocation Amount, 98.00% and 2.00%, respectively;
      second, to the Uncertificated Balances of the REMIC II Regular Interest AA
      and
      REMIC II Regular Interest ZZ up to an aggregate amount equal to the REMIC II
      Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to
      the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest B-1 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      B-1
      has been reduced to zero; fourth, to the Uncertificated Balances of REMIC II
      Regular Interest AA, REMIC II Regular Interest M-9 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-9 has been reduced to zero; fifth, to the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-8 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-8
      has been reduced to zero; sixth, to the Uncertificated Balances of REMIC II
      Regular Interest AA, REMIC II Regular Interest M-7 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-7 has been reduced to zero; seventh, to the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-6 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-6
      has been reduced to zero; eighth, to the Uncertificated Balances of REMIC II
      Regular Interest AA, REMIC II Regular Interest M-5 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-5 has been reduced to zero; ninth, to the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-4 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-4
      has been reduced to zero; tenth, to the Uncertificated Balances of REMIC II
      Regular Interest AA, REMIC II Regular Interest M-3 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-3 has been reduced to zero; eleventh, to the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-2 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-2
      has been reduced to zero; and twelfth, to the Uncertificated Balances of REMIC
      II Regular Interest AA, 98.00% REMIC II Regular Interest M-1A and REMIC II
      Regular Interest M-1B, 1% and REMIC II Regular Interest ZZ 1.00%, until the
      Uncertificated Balances of REMIC II Regular Interest M-1A and REMIC II Regular
      Interest M-1B have been reduced to zero.

     

    SECTION
      5.05. Compliance
      with Withholding Requirements.

     

    Notwithstanding
      any other provision of this Agreement, the Trustee and the Securities
      Administrator shall comply with all federal withholding requirements respecting
      payments to Certificateholders of interest or original issue discount that
      the
      Trustee reasonably believes are applicable under the Code. The consent of
      Certificateholders shall not be required for such withholding. In the event
      the
      Securities Administrator does withhold any amount from interest or original
      issue discount payments or advances thereof to any Certificateholder pursuant
      to
      federal withholding requirements, the Securities Administrator shall indicate
      the amount withheld to such Certificateholders.

     

    SECTION
      5.06. Reports
      Filed with Securities and Exchange Commission.

     

    (a) (i) Within
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Securities Administrator shall prepare and file on behalf
      of
      the Trust any Form 10-D required by the Exchange Act, in form and substance
      as
      required by the Exchange Act. The Securities Administrator shall file each
      Form
      10-D with a copy of the related Monthly Statement attached thereto. Any
      disclosure in addition to the Monthly Statement that is required to be included
      on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and
      prepared by and at the direction of the Depositor pursuant to the following
      paragraph and the Securities Administrator will have no duty or liability for
      any failure hereunder to determine or prepare any Additional Form 10-D
      Disclosure, except as set forth in the next paragraph. 

     

    (ii) As
      set
      forth on Exhibit
      G
      hereto,
      within 5 calendar days after the related Distribution Date, (A) certain parties
      to the ACE Securities Corp., Home Equity Loan Trust, Series 2006-SL1 transaction
      shall be required to provide to the Securities Administrator and the Depositor,
      to the extent known by a responsible officer thereof, in EDGAR-compatible form,
      or in such other form as otherwise agreed upon by the Securities Administrator
      and such party, the form and substance of any Additional Form 10-D Disclosure,
      if applicable, together with an Additional Disclosure Notification in the form
      of Exhibit H hereto (an “Additional Disclosure Notification”) and (B) the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
      Depositor will be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Securities Administrator in connection with including any
      Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


     

    (iii) After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a draft copy of the Form 10-D to the Depositor (provided that
      such Form 10-D includes any Additional Form 10-D Disclosure) and the Master
      Servicer for review. No later than the Business Day prior to the date specified
      in the next sentence, the Depositor and the Master Servicer shall notify the
      Securities Administrator of any changes to or approval of such Form 10-D. No
      later than 2 Business Days prior to the 15th
      calendar
      day after the related Distribution Date, an officer of the Master Servicer
      shall
      sign the Form 10-D and return an electronic or fax copy of such signed Form
      10-D
      (with an original executed hard copy to follow by overnight mail) to the
      Securities Administrator. If a Form 10-D cannot be filed on time or if a
      previously filed Form 10-D needs to be amended, the Securities Administrator
      will follow the procedures set forth in Section 5.06(c)(ii). Promptly (but
      no
      later than 1 Business Day) after filing with the Commission, the Securities
      Administrator will make available on its internet website a final executed
      copy
      of each Form 10-D. Each party to this Agreement acknowledges that the
      performance by the Securities Administrator and the Master Servicer of their
      duties under this Section 5.06(a) related to the timely preparation, execution
      and filing of Form 10-D is contingent upon such parties strictly observing
      all
      applicable deadlines in the performance of their duties as set forth in this
      Agreement. Neither the Securities Administrator nor the Master Servicer shall
      have any liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare, execute and/or timely file such
      Form
      10-D, where such failure results from the Securities Administrator’s inability
      or failure to receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-D, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (b) (i) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable
      Event”),
      and
      if requested by the Depositor, the Securities Administrator shall prepare and
      file on behalf of the Trust a Form 8-K, as required by the Exchange Act,
provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K (“Form
      8-K Disclosure Information”)
      shall
      be determined and prepared by and at the direction of the Depositor pursuant
      to
      the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Form 8-K
      Disclosure Information or any Form 8-K, except as set forth in the next
      paragraph. 

     

    (ii) As
      set
      forth on Exhibit
      G
      hereto,
      for so long as the Trust is subject to the Exchange Act reporting requirements,
      no later than 12:00 noon New York time on the 2nd Business Day after the
      occurrence of a Reportable Event (i) the parties to the ACE Securities Corp.,
      Home Equity Loan Trust, Series 2006-SL1 transaction shall be required to provide
      to the Securities Administrator and the Depositor, to the extent known by a
      responsible officer thereof, in EDGAR-compatible form, or in such other form
      as
      otherwise agreed upon by the Securities Administrator and such party, the form
      and substance of any Form 8-K Disclosure Information, if applicable, together
      with an Additional Disclosure Notification, and (ii) the Depositor will approve,
      as to form and substance, or disapprove, as the case may be, the inclusion
      of
      the Form 8-K Disclosure Information. The Depositor will be responsible for
      any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Form 8-K Disclosure Information
      on Form 8-K pursuant to this paragraph. 

     

    (iii) After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a draft copy of the Form 8-K to the Master Servicer and the
      Depositor for review. No later than the Business Day prior to the date specified
      in the next sentence, the Depositor and the Master Servicer shall notify the
      Securities Administrator of any changes to or approval of such Form 8-K. No
      later than 12:00 noon New York time on the 4th
      Business
      Day after the Reportable Event, an officer of the Master Servicer shall sign
      the
      Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
      an
      original executed hard copy to follow by overnight mail) to the Securities
      Administrator. If a Form 8-K cannot be filed on time or if a previously filed
      Form 8-K needs to be amended, the Securities Administrator will follow the
      procedures set forth in Section 5.06(c)(ii). Promptly (but no later than 1
      Business Day) after filing with the Commission, the Securities Administrator
      will, make available on its internet website a final executed copy of each
      Form
      8-K that has been prepared and filed by the Securities Administrator. The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Securities Administrator of their duties under this Section
      5.06(b) related to the timely preparation, execution and filing of Form 8-K
      is
      contingent upon such parties strictly observing all applicable deadlines in
      the
      performance of their duties under this Agreement. Neither the Master Servicer
      nor the Securities Administrator shall have any liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly prepare,
      execute and/or timely file such Form 8-K, where such failure results from the
      Securities Administrator’s inability or failure to receive, on a timely basis,
      any information from any other party hereto needed to prepare, arrange for
      execution or file such Form 8-K, not resulting from its own negligence, bad
      faith or willful misconduct.

     

    (c)            (i) On
      or
      prior to January 30 of the first year in which the Securities Administrator
      is
      able to do so under applicable law, the Securities Administrator shall prepare
      and file a Form 15 relating to the automatic suspension of reporting in respect
      of the Trust under the Exchange Act. 

     

    (ii) In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify the Depositor. In the case of Form 10-D and 10-K, the parties
      to
      this Agreement will cooperate to prepare and file a Form 12b-25 and a 10-DA
      and
      10-KA, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case
      of Form 8-K, the Securities Administrator will, upon receipt of all required
      Form 8-K Disclosure Information and upon the approval and direction of the
      Depositor, include such disclosure information on the next Form 10-D. In the
      event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      and
      such amendment includes any Additional Form 10-D Disclosure, any Additional
      Form
      10-K Disclosure or any Form 8-K Disclosure Information or any amendment to
      such
      disclosure, the Securities Administrator will notify the Depositor if the
      amendment pertains to an additional reporting item on such form and the
      Depositor will cooperate with the Securities Administrator in preparing any
      necessary 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to
      Form 8-K, 10-D or 10-K shall be signed by an officer of the Master Servicer
      in
      charge of the master servicing function. The parties to this Agreement
      acknowledge that the performance by the Securities Administrator and the Master
      Servicer of their duties under this Section 5.06(c) related to the timely
      preparation, execution and filing of Form 15, a Form 12b-25 or any amendment
      to
      Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties
      under this Agreement. Neither the Master Servicer nor the Securities
      Administrator shall have any liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare, execute
      and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms
      8-K,
      10-D or 10-K, where such failure results from the Securities Administrator’s
      inability or failure to receive, on a timely basis, any information from any
      other party hereto needed to prepare, execute or arrange for execution or file
      such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (d) (i) Within
      90
      days (including the 90th
      day)
      after the end of each fiscal year of the Trust or such earlier date as may
      be
      required by the Exchange Act (the “10-K
      Filing Deadline”)
      (it
      being understood that the fiscal year for the Trust ends on December
      31st
      of each
      year), commencing in March 2007, the Securities Administrator shall prepare
      and
      file on behalf of the Trust a Form 10-K, in form and substance as required
      by
      the Exchange Act. Each such Form 10-K shall include the following items, in
      each
      case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement, (i) an annual
      compliance statement for each Servicer, each Additional Servicer, the Master
      Servicer, the Securities Administrator and any Servicing Function Participant
      (other than any Subcontractors) engaged by such parties (each, a “Reporting
      Servicer”)
      as
      described under Section 3.17 and Section 4.15, (ii)(A) the annual reports on
      assessment of compliance with servicing criteria for each Reporting Servicer,
      as
      described under Section 3.18 and Section 4.16, and (B) if each Reporting
      Servicer’s report on assessment of compliance with servicing criteria described
      under Section 3.18 and Section 4.16 identifies any material instance of
      noncompliance, disclosure identifying such instance of noncompliance, or if
      each
      Reporting Servicer’s report on assessment of compliance with servicing criteria
      described under Section 3.18 and Section 4.16 is not included as an exhibit
      to
      such Form 10-K, disclosure that such report is not included and an explanation
      why such report is not included, (iii)(A) the registered public accounting
      firm
      attestation report for each Reporting Servicer, as described under Section
      3.18
      and Section 4.17, and (B) if any registered public accounting firm attestation
      report described under Section 3.18 and Section 4.17 identifies any material
      instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any such registered public accounting firm attestation
      report is not included as an exhibit to such Form 10-K, disclosure that such
      report is not included and an explanation why such report is not included,
      and
      (iv) a Sarbanes-Oxley Certification (“Sarbanes-Oxley Certification”) as
      described in Section 3.19 and Section 4.18. Any disclosure or information in
      addition to (i) through (iv) above that is required to be included on Form
      10-K
      (“Additional
      Form 10-K Disclosure”)
      shall
      be determined and prepared by and at the direction of the Depositor pursuant
      to
      the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-K Disclosure, except as set forth in the next paragraph. 

     

    (ii) As
      set
      forth on Exhibit
      G
      hereto,
      no later than March 15 of each year that the Trust is subject to the Exchange
      Act reporting requirements, commencing in 2007, (i) the parties to the ACE
      Securities Corp., Home Equity Loan Trust, Series 2006-SL1 transaction shall
      be
      required to provide to the Securities Administrator and the Depositor, to the
      extent known by a responsible officer thereof, in EDGAR-compatible form, or
      in
      such other form as otherwise agreed upon by the Securities Administrator and
      such party, the form and substance of any Additional Form 10-K Disclosure,
      if
      applicable, together with an Additional Disclosure Notification,
      and (ii)
      the Depositor will approve, as to form and substance, or disapprove, as the
      case
      may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K.
      The
      Depositor will be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Securities Administrator in connection with including any
      Additional Form 10-K Disclosure on Form 10-K pursuant to this
      paragraph.

     

    (iii) After
      preparing the Form 10-K, the Securities Administrator shall forward
      electronically a draft copy of the Form 10-K to the Master Servicer. If the
      Form
      10-K contains additional reporting items, the Form 10-K will be sent to the
      Depositor for review and approval prior to execution by the Master Servicer.
      No
      later than the Business Day prior to the date specified in the next sentence,
      the Depositor and the Master Servicer shall notify the Securities Administrator
      of any changes to or approval of such Form 10-K. No later than 12:00 noon New
      York time on the 4th
      Business
      Day prior to the 10-K Filing deadline, a senior officer of the Master Servicer
      in charge of the master servicing function shall sign the Form 10-K and return
      an electronic or fax copy of such signed Form 10-K (with an original executed
      hard copy to follow by overnight mail) to the Securities Administrator. If
      a
      Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
      to be
      amended, the Securities Administrator will follow the procedures set forth
      in
      Section 5.06(c)(ii). Promptly (but no later than 1 Business Day) after filing
      with the Commission, the Securities Administrator will make available on its
      internet website a final executed copy of each Form 10-K. The parties to this
      Agreement acknowledge that the performance by the Master Servicer and the
      Securities Administrator of their respective duties under this Section 5.06(d)
      related to the timely preparation, execution and filing of Form 10-K is
      contingent upon such parties (and any Additional Servicer or Servicing Function
      Participant (other than any Subcontractor)) strictly observing all applicable
      deadlines in the performance of their duties under this Section 5.06(d), Section
      3.17, Section 3.18, Section 3.19, Section 4.16, Section 4.17 and Section 4.18.
      Neither the Master Servicer nor the Securities Administrator shall have any
      liability for any loss, expense, damage or claim arising out of or with respect
      to any failure to properly prepare, execute and/or timely file such Form 10-K,
      where such failure results from the Securities Administrator’s inability or
      failure to receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (e) The
      Securities Administrator shall indemnify and hold harmless the Depositor, the
      Trustee and their respective officers, directors and Affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon a breach of the Master Servicer’s obligations under this
      Section 5.06 or the Master Servicer’s negligence, bad faith or willful
      misconduct in connection therewith. 

     

    Notwithstanding
      the provisions of Section 12.01, this Section 5.06 may be amended without the
      consent of the Certificateholders.

     

    SECTION
      5.07. Supplemental
      Interest Trust.

     

    (a) On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the holders of the
      Offered Certificates (the “Supplemental Interest Trust”). The Supplemental
      Interest Trust shall be an Eligible Account, and funds on deposit therein shall
      be held separate and apart from, and shall not be commingled with, any other
      monies, including, without limitation, other monies of the Trustee or of the
      Securities Administrator held pursuant to this Agreement. 

     

    (b) On
      each
      Distribution Date, the Securities Administrator shall withdraw all amounts
      which
      were deposited in the Supplemental Interest Trust as specifically described
      in
      this Agreement and the Swap Agreement and distribute such amounts in accordance
      with the provisions of Section 5.01 of this Agreement. On each Distribution
      Date, the Securities Administrator shall distribute any such amounts to the
      Swap
      Provider pursuant to the Swap Agreement, first to pay any Net Swap Payment
      owed
      to the Swap Provider for such Distribution Date, and second to pay any Swap
      Termination Payment owed to the Swap Provider not due to a Swap Provider Trigger
      Event.

     

    (c) The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class CE-1 Certificates shall be the beneficial owner of
      the
      Supplemental Interest Trust, subject to the power of the Securities
      Administrator to transfer amounts under this Agreement. The Securities
      Administrator shall keep records that accurately reflect the funds on deposit
      in
      the Supplemental Interest Trust. The Securities Administrator shall, at the
      written direction of the majority of the Class CE-1 Certificateholders, invest
      amounts on deposit in the Supplemental Interest Trust in Permitted Investments.
      In the absence of written direction to the Securities Administrator from the
      majority of the Class CE-1 Certificateholders, all funds in the Supplemental
      Interest Trust shall remain uninvested. On each Distribution Date, the
      Securities Administrator shall distribute, not in respect of any REMIC, any
      interest earned on the Supplemental Interest Trust to the Holders of the Class
      CE-1Certificates.

     

    (d) For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Section 5.01(a)(3), (4) and (5) shall
      first be deemed paid to the Supplemental Interest Trust in respect of the Class
      IO Interest to the extent of the amount distributable on such Class IO Interest
      on such Distribution Date, and any remaining amount shall be deemed paid to
      the
      Supplemental Interest Trust in respect of a Class IO Distribution Amount. For
      federal income tax purposes, the Supplemental Interest Trust will be a
      disregarded entity.

     

    (e) The
      Securities Administrator shall treat the Holders of Certificates (other than
      the
      Class P, Class CE-1, Class CE-2 and Residual Certificates) as having entered
      into a notional principal contract with respect to the Holders of the Class
      CE-1
      Certificates. Pursuant to each such notional principal contract, all Holders
      of
      Certificates (other than the Class P, Class CE-1, Class CE-2 and Residual
      Certificates) shall be treated as having agreed to pay, on each Distribution
      Date, to the Holder of the Class CE-1 Certificates an aggregate amount equal
      to
      the excess, if any, of (i) the amount payable on such Distribution Date on
      the
      Regular Interest ownership of which is represented by such Class of Certificates
      over (ii) the amount payable on such Class of Certificates on such Distribution
      Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution
      Amount payable from interest collections shall be allocated pro rata among
      such
      Certificates based on the amount of interest otherwise payable to such
      Certificates, and a Class IO Distribution Amount payable from principal
      collections shall be allocated to the most subordinate Class of such
      Certificates with an outstanding principal balance to the extent of such
      balance. In addition, pursuant to such notional principal contract, the Holder
      of the Class CE-1 Certificates shall be treated as having agreed to pay Net
      WAC
      Rate Carryover Amounts to the Holders of the Certificates (other than the Class
      CE-1, Class CE-2, Class P and Residual Certificates) in accordance with the
      terms of this Agreement. Any payments to such Certificates from amounts deemed
      received in respect of this notional principal contract shall not be payments
      with respect to a Regular Interest in a REMIC within the meaning of Code Section
      860G(a)(1). However, any payment from the Certificates (other than the Class
      CE-1, Class CE-2, Class P and Residual Certificates) of a Class IO Distribution
      Amount shall be treated for tax purposes as having been received by the Holders
      of such Certificates in respect of the Regular Interest ownership of which
      is
      represented by such Certificates, and as having been paid by such Holders to
      the
      Supplemental Interest Trust pursuant to the notional principal contract. Thus,
      each Certificate (other than the Class P Certificates and Residual Certificates)
      shall be treated as representing not only ownership of a Regular Interest in
      REMIC III, but also ownership of an interest in, and obligations with respect
      to, a notional principal contract.

     

    (f) For
      federal tax return and information reporting, the right of the holders of the
      Offered Certificates to receive payments from the Supplemental Interest Trust
      shall be assigned a value of $10,000.

     

    (g) In
      the
      event that the Swap Agreement is terminated prior to the Distribution Date
      in
      April 2011, the Sponsor shall use reasonable efforts to appoint a successor
      swap
      provider using any Swap Termination Payments paid by the Swap Provider. If
      the
      Sponsor is unable to locate a qualified successor swap provider, any such Swap
      Termination Payments will be remitted to the Securities Administrator for
      payment to the holders of the Offered Certificates in accordance with Section
      5.01.

     

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

     

    For
      federal income tax purposes, each holder of an Offered Certificate is deemed
      to
      own an undivided beneficial ownership interest in a REMIC regular interest
      and
      the right to receive payments from either the Reserve Fund or the Supplemental
      Interest Trust in respect of any Net WAC Rate Carryover Amounts or the
      obligation to make payments to the Supplemental Interest Trust. For federal
      income tax purposes, the Securities Administrator will account for payments
      to
      each Offered Certificate and Class B-1 Certificate as follows: each Offered
      Certificate and Class B-1 Certificate will be treated as receiving their entire
      payment from REMIC III (regardless of any Swap Termination Payment or obligation
      under the Swap Agreement) and subsequently paying their portion of any Swap
      Termination Payment in respect of each such Class’s obligation under the Swap
      Agreement. In the event that any such Class is resecuritized in a REMIC, the
      obligation under the Swap Agreement to pay any such Swap Termination Payment
      (or
      any shortfall in Net Swap Payment), will be made by one or more of the REMIC
      Regular Interests issued by the resecuritization REMIC subsequent to such REMIC
      Regular Interest receiving its full payment from any such Offered Certificate
      or
      Class B-1 Certificate. Resecuritization of any Offered Certificate or Class
      B-1
      Certificate in a REMIC will be permissible only if the Securities Administrator
      hereunder is the trustee/securities administrator in such
      resecuritization.

     

    The
      REMIC
      Regular Interest corresponding to an Offered Certificate or Class B-1
      Certificate will be entitled to receive interest and principal payments at
      the
      times and in the amounts equal to those made on the certificate to which it
      corresponds, except that (i) the maximum interest rate of that REMIC regular
      interest will equal the Net WAC Pass-Through Rate computed for this purpose
      by
      limiting the Swap Notional Amount of the Swap Agreement to the aggregate Stated
      Principal Balance of the Mortgage Loans and (ii) any Swap Termination Payment
      will be treated as being payable solely from amounts otherwise payable to the
      Class CE-1 Certificates. As a result of the foregoing, the amount of
      distributions and taxable income on the REMIC Regular Interest corresponding
      to
      an Offered Certificate may exceed the actual amount of distributions on the
      Offered Certificate.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

    SECTION
      6.01. The
      Certificates.

     

    (a) The
      Certificates in the aggregate will represent the entire beneficial ownership
      interest in the Mortgage Loans and all other assets included in REMIC I, REMIC
      II and REMIC III.

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-6. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

    Upon
      original issue, the Certificates shall be executed and authenticated by the
      Securities Administrator and delivered by the Trustee to and upon the written
      order of the Depositor. The Certificates shall be executed by manual or
      facsimile signature on behalf of the Trust by the Securities Administrator
      by an
      authorized signatory. Certificates bearing the manual or facsimile signatures
      of
      individuals who were at any time the proper officers of the Securities
      Administrator shall bind the Trust, notwithstanding that such individuals or
      any
      of them have ceased to hold such offices prior to the authentication and
      delivery of such Certificates or did not hold such offices at the date of such
      Certificates. No Certificate shall be entitled to any benefit under this
      Agreement or be valid for any purpose, unless there appears on such Certificate
      a certificate of authentication substantially in the form provided herein
      executed by the Securities Administrator by manual signature, and such
      certificate of authentication shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their
      authentication.

     

    (b) The
      Class
      A Certificates and the Mezzanine Certificates shall initially be issued as
      one
      or more Certificates held by the Book-Entry Custodian or, if appointed to hold
      such Certificates as provided below, the Depository and registered in the name
      of the Depository or its nominee and, except as provided below, registration
      of
      such Certificates may not be transferred by the Securities Administrator except
      to another Depository that agrees to hold such Certificates for the respective
      Certificate Owners with Ownership Interests therein. The Certificate Owners
      shall hold their respective Ownership Interests in and to such Certificates
      through the book-entry facilities of the Depository and, except as provided
      below, shall not be entitled to definitive, fully registered Certificates
      (“Definitive Certificates”) in respect of such Ownership Interests. All
      transfers by Certificate Owners of their respective Ownership Interests in
      the
      Book-Entry Certificates shall be made in accordance with the procedures
      established by the Depository Participant or brokerage firm representing such
      Certificate Owner. Each Depository Participant shall only transfer the Ownership
      Interests in the Book-Entry Certificates of Certificate Owners it represents
      or
      of brokerage firms for which it acts as agent in accordance with the
      Depository’s normal procedures. The Securities Administrator is hereby initially
      appointed as the Book-Entry Custodian and hereby agrees to act as such in
      accordance herewith and in accordance with the agreement that it has with the
      Depository authorizing it to act as such. The Book-Entry Custodian may, and,
      if
      it is no longer qualified to act as such, the Book-Entry Custodian shall,
      appoint, by a written instrument delivered to the Depositor, the Servicers
      and,
      if the Trustee is not the Book-Entry Custodian, the Trustee, any other transfer
      agent (including the Depository or any successor Depository) to act as
      Book-Entry Custodian under such conditions as the predecessor Book-Entry
      Custodian and the Depository or any successor Depository may prescribe, provided
      that the predecessor Book-Entry Custodian shall not be relieved of any of its
      duties or responsibilities by reason of any such appointment of other than
      the
      Depository. If the Securities Administrator resigns or is removed in accordance
      with the terms hereof, the successor Securities Administrator or, if it so
      elects, the Depository shall immediately succeed to its predecessor’s duties as
      Book-Entry Custodian. The Depositor shall have the right to inspect, and to
      obtain copies of, any Certificates held as Book-Entry Certificates by the
      Book-Entry Custodian.

     

    (c) The
      Class
      B-1, Class CE-1 and Class CE-2 Certificates initially offered and sold in
      offshore transactions in reliance on Regulation S shall be issued in the form
      of
      a temporary global certificate in definitive, fully registered form (each,
      a
“Regulation S Temporary Global Certificate”), which shall be deposited with the
      Securities Administrator or an agent of the Securities Administrator as
      custodian for the Depository and registered in the name of Cede & Co. as
      nominee of the Depository for the account of designated agents holding on behalf
      of Euroclear or Clearstream. Beneficial interests in each Regulation S Temporary
      Global Certificate may be held only through Euroclear or Clearstream; provided,
      however, that such interests may be exchanged for interests in a Definitive
      Certificate in accordance with the requirements described in Section 6.02.
      After the expiration of the Release Date, a beneficial interest in a Regulation
      S Temporary Global Certificate may be exchanged for a beneficial interest in
      the
      related permanent global certificate of the same Class (each, a “Regulation S
      Permanent Global Certificate”), in accordance with the procedures set forth in
      Section 6.02. Each Regulation S Permanent Global Certificate shall be
      deposited with the Securities Administrator or an agent of the Securities
      Administrator as custodian for the Depository and registered in the name of
      Cede
& Co. as nominee of the Depository.

     

    The
      Class
      B-1 Certificates offered and sold to Qualified Institutional Buyers (“QIBs”) in
      reliance on Rule 144A under the Securities Act (“Rule 144A”) or institutional
      investors that are accredited investors within the meaning of Rule 501(a)(1),
      (2), (3) or (7) of Regulation D under the Securities Act (“Institutional
      Accredited Investors”) will be issued in the form of Book-Entry
      Certificates.

     

    (d) The
      Class
      CE-1 Certificates, Class CE-2 Certificates and Class P Certificates offered
      and
      sold to QIBs in reliance on Rule 144A will be issued in the form of Definitive
      Certificates.

     

    (e) The
      Trustee, the Servicers, the Securities Administrator, the Master Servicer and
      the Depositor may for all purposes (including the making of payments due on
      the
      Book-Entry Certificates and Global Certificates) deal with the Depository as
      the
      authorized representative of the Certificate Owners with respect to the
      Book-Entry Certificates and Global Certificates for the purposes of exercising
      the rights of Certificateholders hereunder. The rights of Certificate Owners
      with respect to the Book-Entry Certificates and Global Certificates shall be
      limited to those established by law and agreements between such Certificate
      Owners and the Depository Participants and brokerage firms representing such
      Certificate Owners. Multiple requests and directions from, and votes of, the
      Depository as Holder of the Book-Entry Certificates and Global Certificates
      with
      respect to any particular matter shall not be deemed inconsistent if they are
      made with respect to different Certificate Owners. The Securities Administrator
      may establish a reasonable record date in connection with solicitations of
      consents from or voting by Certificateholders and shall give notice to the
      Depository of such record date.

     

    If
      (i)(A)
      the Depositor advises the Securities Administrator in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities as Depository, and (B) the Depositor is unable to locate a
      qualified successor, (ii) the Depositor at its option advises the Securities
      Administrator in writing that it elects to terminate the book-entry system
      through the Depository or (iii) after the occurrence of a Servicer Event of
      Default, Certificate Owners representing in the aggregate not less than 51%
      of
      the Ownership Interests of the Book-Entry Certificates advise the Securities
      Administrator through the Depository, in writing, that the continuation of
      a
      book-entry system through the Depository is no longer in the best interests
      of
      the Certificate Owners, the Securities Administrator shall notify all
      Certificate Owners, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to Certificate Owners
      requesting the same. With respect to a Global Certificate, the related
      Certificate Owner (other than a Holder of a Regulation S Temporary Global
      Certificate) may request that its interest in a Global Certificate be exchanged
      for a Definitive Certificate. Upon surrender to the Securities Administrator
      of
      the Book-Entry Certificates by the Book-Entry Custodian or the Depository,
      as
      applicable, or the Global Certificates by the Depository accompanied by
      registration instructions from the Depository for registration of transfer,
      the
      Securities Administrator shall cause the Definitive Certificates to be issued.
      Such Definitive Certificates will be issued in minimum denominations of $10,000
      except that any beneficial ownership that was represented by a Book-Entry
      Certificate, or a Global Certificate, as applicable in an amount less than
      $10,000 immediately prior to the issuance of a Definitive Certificate shall
      be
      issued in a minimum denomination equal to the amount represented by such
      Book-Entry Certificate or a Global Certificate, as applicable. None of the
      Depositor, the Servicers, the Master Servicer, the Securities Administrator
      or
      the Trustee shall be liable for any delay in the delivery of such instructions
      and may conclusively rely on, and shall be protected in relying on, such
      instructions. Upon the issuance of Definitive Certificates all references herein
      to obligations imposed upon or to be performed by the Depository shall be deemed
      to be imposed upon and performed by the Securities Administrator, to the extent
      applicable with respect to such Definitive Certificates, and the Securities
      Administrator shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder.

     

    SECTION
      6.02. Registration
      of Transfer and Exchange of Certificates.

     

    (a) The
      Securities Administrator shall cause to be kept at one of the offices or
      agencies to be appointed by the Securities Administrator in accordance with
      the
      provisions of Section 9.11, a Certificate Register for the Certificates in
      which, subject to such reasonable regulations as it may prescribe, the
      Securities Administrator shall provide for the registration of Certificates
      and
      of transfers and exchanges of Certificates as herein provided.

     

    (b) No
      transfer of any Class B-1 Certificate, Class CE-1 Certificate, Class CE-2
      Certificate, Class P Certificate or Residual Certificate shall be made unless
      that transfer is made pursuant to an effective registration statement under
      the
      Securities Act, and effective registration or qualification under applicable
      state securities laws, or is made in a transaction that does not require such
      registration or qualification. In the event that such a transfer of a Class
      B-1
      Certificate, Class CE-1 Certificate, Class CE-2 Certificate, Class P Certificate
      or Residual Certificate is to be made without registration or qualification
      (other than in connection with the initial transfer of any such Certificate
      by
      the Depositor), the Securities Administrator shall require receipt of: (i)
      if
      such transfer is purportedly being made in reliance upon Rule 144A under the
      Securities Act, written certifications from the Certificateholder desiring
      to
      effect the transfer and from such Certificateholder’s prospective transferee,
      substantially in the form attached hereto as Exhibit B-1; (ii) if such transfer
      is purportedly being made in reliance upon Rule 501(a) under the Securities
      Act,
      written certifications from the Certificateholder desiring to effect the
      transfer and from such Certificateholder’s prospective transferee, substantially
      in the form attached hereto as Exhibit B-2; (iii) if such transfer is
      purportedly being made in reliance on Regulation S, a written certification
      from
      the prospective transferee, substantially in the form attached hereto as Exhibit
      B-1 and (iv) in all other cases, an Opinion of Counsel satisfactory to the
      Securities Administrator that such transfer may be made without such
      registration or qualification (which Opinion of Counsel shall not be an expense
      of the Trust Fund or of the Depositor, the Trustee, the Master Servicer, the
      Securities Administrator or the Servicers), together with copies of the written
      certification(s) of the Certificateholder desiring to effect the transfer and/or
      such Certificateholder’s prospective transferee upon which such Opinion of
      Counsel is based, if any. Neither of the Depositor nor the Securities
      Administrator is obligated to register or qualify any such Certificates under
      the Securities Act or any other securities laws or to take any action not
      otherwise required under this Agreement to permit the transfer of such
      Certificates without registration or qualification. Any Certificateholder
      desiring to effect the transfer of any such Certificate shall, and does hereby
      agree to, indemnify the Trustee, the Depositor, the Master Servicer, the
      Securities Administrator and the Servicers 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.

     

    A
      holder
      of a beneficial interest in a Regulation S Temporary Global Certificate must
      provide Euroclear or Clearstream, as the case may be, with a certificate in
      the
      form of Annex A to Exhibit B-1 hereto certifying that the beneficial owner
      of
      the interest in such Global Certificate is not a U.S. Person (as defined in
      Regulation S), and Euroclear or Clearstream, as the case may be, must provide
      to
      the Trustee and Securities Administrator a certificate in the form of Exhibit
      B-1 hereto prior to (i) the payment of interest or principal with respect to
      such holder’s beneficial interest in the Regulation S Temporary Global
      Certificate and (ii) any exchange of such beneficial interest for a beneficial
      interest in a Regulation S Permanent Global Certificate.

     

    (c) No
      transfer of a Class CE-1 Certificate, Class CE-2 Certificate, Class P
      Certificate or a Residual Certificate or any interest therein shall be made
      to
      any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
      directly or indirectly, on behalf of any such Plan or any Person acquiring
      such
      Certificates with “Plan Assets” of a Plan within the meaning of the Department
      of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”) unless
      the Securities Administrator is provided with an Opinion of Counsel on which
      the
      Depositor, the Master Servicer, the Securities Administrator, the Trustee and
      the Servicers may rely, which establishes to the satisfaction of the Securities
      Administrator that the purchase of such Certificates is permissible under
      applicable law, will not constitute or result in any prohibited transaction
      under ERISA or Section 4975 of the Code and will not subject the Depositor,
      the Servicers, the Trustee, the Master Servicer, the Securities Administrator
      or
      the Trust Fund to any obligation or liability (including obligations or
      liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in this Agreement, which Opinion of Counsel shall not be an expense
      of the Depositor, the Servicers, the Trustee, the Master Servicer, the
      Securities Administrator, the Trust Fund. An Opinion of Counsel will not be
      required in connection with the initial transfer of any such Certificate by
      the
      Depositor to an affiliate of the Depositor (in which case, the Depositor or
      any
      affiliate thereof shall have deemed to have represented that such affiliate
      is
      not a Plan or a Person investing Plan Assets) and the Securities Administrator
      shall be entitled to conclusively rely upon a representation (which, upon the
      request of the Securities Administrator, shall be a written representation)
      from
      the Depositor of the status of such transferee as an affiliate of the
      Depositor.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of a Offered Certificate or any interest therein, shall be deemed to have
      represented, by virtue of its acquisition or holding of the Offered Certificate,
      or interest therein, that either (i) it is not a Plan or (ii)(A) it is an
      accredited investor within the meaning of Prohibited Transaction Exemption
      2002-41, as amended from time to time (the “Exemption”) and (B) the acquisition
      and holding of such Certificate and the separate right to receive payments
      from
      the Supplemental Interest Trust are eligible for the exemptive relief available
      under Prohibited Transaction Class Exemption (“PTCE”) 84-14 (for transactions by
      independent “qualified professional asset managers”), 91-38 (for transactions by
      bank collective investment funds), 90-1 (for transactions by insurance company
      pooled separate accounts), 95-60 (for transactions by insurance company general
      accounts) or 96-23 (for transactions effected by “in-house asset managers”) in
      the case of a Mezzanine Certificate or PTCE 95-60 in the case of a Class B
      Certificate. 

     

    Each
      Transferee of a Mezzanine Certificate, a Class B Certificate or any interest
      therein that is acquired after the termination of the Supplemental Interest
      Trust will be deemed to have represented by virtue of its purchase or holding
      of
      such Certificate (or interest therein) that either (a) such Transferee is not
      a
      Plan or purchasing such Certificate with Plan Assets, (b) in the case of a
      Mezzanine Certificate, it has acquired and is holding such Certificate in
      reliance on Prohibited Transaction Exemption (“PTE”) 94-84 or FAN 97-03E, as
      amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed.
      Reg. 67765 (November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August
      22,
      2002) (the “Exemption”), and that it understands that there are certain
      conditions to the availability of the Exemption including that such Certificate
      must be rated, at the time of purchase, not lower than “BBB-” (or its
      equivalent) by a Rating Agency or (c) the following conditions are satisfied:
      (i) such Transferee is an insurance company, (ii) the source of funds used
      to
      purchase or hold such Certificate (or interest therein) is an “insurance company
      general account” (as defined in PTCE 95-60, and (iii) the conditions set forth
      in Sections I and III of PTCE 95-60 have been satisfied.

     

    If
      any
      Certificate or any interest therein is acquired or held in violation of the
      conditions described in this Section 6.02(c), the next preceding permitted
      beneficial owner will be treated as the beneficial owner of that Certificate,
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any certificate
      or
      interest therein was effected in violation of the conditions described in this
      Section 6.02(c) shall indemnify and hold harmless the Depositor, the
      Trustee, the Servicers, the Master Servicer, the Securities Administrator and
      the Trust Fund from and against any and all liabilities, claims, costs or
      expenses incurred by those parties as a result of that acquisition or
      holding.

     

    (d) vi)
      Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions and to have irrevocably
      authorized the Securities Administrator or its designee under clause (iii)(A)
      below to deliver payments to a Person other than such Person and to negotiate
      the terms of any mandatory sale under clause (iii)(B) below and to execute
      all
      instruments of Transfer and to do all other things necessary in connection
      with
      any such sale. The rights of each Person acquiring any Ownership Interest in
      a
      Residual Certificate are expressly subject to the following
      provisions:

     

    (A) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Securities
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

    (B) In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Securities Administrator shall require delivery to it, and
      shall not register the Transfer of any Residual Certificate until its receipt
      of, an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the
      form attached hereto as Exhibit B-3) from the proposed Transferee, in form
      and
      substance satisfactory to the Securities Administrator, representing and
      warranting, among other things, that such Transferee is a Permitted Transferee,
      that it is not acquiring its Ownership Interest in the Residual Certificate
      that
      is the subject of the proposed Transfer as a nominee, trustee or agent for
      any
      Person that is not a Permitted Transferee, that for so long as it retains its
      Ownership Interest in a Residual Certificate, it will endeavor to remain a
      Permitted Transferee, and that it has reviewed the provisions of this
      Section 6.02(d) and agrees to be bound by them.

     

    (C) Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if an authorized officer of the Securities Administrator
      who is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

    (D) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (y) not to transfer its Ownership Interest unless
      it
      provides a Transferor Affidavit (in the form attached hereto as Exhibit B-2)
      to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

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

     

    (ii) The
      Securities Administrator will register the Transfer of any Residual Certificate
      only if it shall have received the Transfer Affidavit and Agreement and all
      of
      such other documents as shall have been reasonably required by the Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator shall
      have received a representation letter from the Transferee of such Certificate
      to
      the effect that such Transferee is a Permitted Transferee.

     

    (iii) (1)If
      any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 6.02(d), then the last
      preceding Permitted Transferee shall be restored, to the extent permitted by
      law, to all rights as holder thereof retroactive to the date of registration
      of
      such Transfer of such Residual Certificate. The Securities Administrator shall
      be under no liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 6.02(d)
      or for making any payments due on such Certificate to the holder thereof or
      for
      taking any other action with respect to such holder under the provisions of
      this
      Agreement.

     

    (B) If
      any
      purported Transferee shall become a holder of a Residual Certificate in
      violation of the restrictions in this Section 6.02(d) and to the extent
      that the retroactive restoration of the rights of the holder of such Residual
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Securities Administrator shall have the right, without
      notice to the holder or any prior holder of such Residual Certificate, to sell
      such Residual Certificate to a purchaser selected by the Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator to such purported Transferee. The terms and conditions of any
      sale
      under this clause (iii)(B) shall be determined in the sole discretion of the
      Securities Administrator, and the Securities Administrator shall not be liable
      to any Person having an Ownership Interest in a Residual Certificate as a result
      of its exercise of such discretion.

     

    (iv) The
      Securities Administrator shall make available to the Internal Revenue Service
      and those Persons specified by the REMIC Provisions all information necessary
      to
      compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
      in a Residual Certificate to any Person who is a Disqualified Organization,
      including the information described in Treasury regulations sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
      such Residual Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership, trust,
      estate or organization described in Section 1381 of the Code that holds an
      Ownership Interest in a Residual Certificate having as among its record holders
      at any time any Person which is a Disqualified Organization. Reasonable
      compensation for providing such information may be charged or collected by
      the
      Securities Administrator.

     

    (v) The
      provisions of this Section 6.02(d) set forth prior to this subsection (v)
      may be modified, added to or eliminated, provided that there shall have been
      delivered to the Securities Administrator at the expense of the party seeking
      to
      modify, add to or eliminate any such provision the following:

     

    (A) written
      notification from each Rating Agency to the effect that the modification,
      addition to or elimination of such provisions will not cause such Rating Agency
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

    (B) an
      Opinion of Counsel, in form and substance satisfactory to the Securities
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any Trust REMIC to cease to
      qualify as a REMIC and will not cause any Trust REMIC, as the case may be,
      to be
      subject to an entity-level tax caused by the Transfer of any Residual
      Certificate to a Person that is not a Permitted Transferee or a Person other
      than the prospective transferee to be subject to a REMIC-tax caused by the
      Transfer of a Residual Certificate to a Person that is not a Permitted
      Transferee.

     

    (e) Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11, the Securities Administrator
      shall execute, authenticate and deliver, in the name of the designated
      Transferee or Transferees, one or more new Certificates of the same Class of
      a
      like aggregate Percentage Interest.

     

    (f) At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11. Whenever any Certificates are so
      surrendered for exchange, the Securities Administrator shall execute,
      authenticate and deliver, the Certificates which the Certificateholder making
      the exchange is entitled to receive. Every Certificate presented or surrendered
      for transfer or exchange shall (if so required by the Securities Administrator)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form satisfactory to the Securities Administrator duly executed by, the
      Holder thereof or his attorney duly authorized in writing. In addition, with
      respect to each Class R Certificate, the holder thereof may exchange, in the
      manner described above, such Class R Certificate for two separate certificates,
      each representing such holder's respective Percentage Interest in the Class
      R-I
      Interest and the Class R-II Interest, respectively, in each case that was
      evidenced by the Class R Certificate being exchanged.

     

    (g) No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Securities Administrator may require payment
      of a sum sufficient to cover any tax or governmental charge that may be imposed
      in connection with any transfer or exchange of Certificates.

     

    (h) All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Securities Administrator in accordance with its customary
      procedures.

     

    SECTION
      6.03. Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (i)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof,
      and
      (ii) there is delivered to Securities Administrator such security or indemnity
      as may be required by it to save it harmless, then, in the absence of actual
      knowledge by the Securities Administrator that such Certificate has been
      acquired by a protected purchaser, the Securities Administrator, shall execute,
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of the same Class
      and
      of like denomination and Percentage Interest. Upon the issuance of any new
      Certificate under this Section, the Securities Administrator may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Securities Administrator) connected therewith. Any
      replacement Certificate issued pursuant to this Section shall constitute
      complete and indefeasible evidence of ownership in the applicable REMIC created
      hereunder, as if originally issued, whether or not the lost, stolen or destroyed
      Certificate shall be found at any time.

     

    SECTION
      6.04. Persons
      Deemed Owners.

     

    The
      Depositor, the Servicers, the Trustee, the Master Servicer, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      any Certificate is registered as the owner of such Certificate for the purpose
      of receiving distributions pursuant to Section 4.01 and for all other
      purposes whatsoever, and none of the Depositor, the Servicers, the Trustee,
      the
      Master Servicer, the Securities Administrator or any agent of any of them shall
      be affected by notice to the contrary.

     

    SECTION
      6.05. Certain
      Available Information.

     

    On
      or
      prior to the date of the first sale of any Class B-1 Certificate, Class CE-1
      Certificate, Class CE-2 Certificate, Class P Certificate or Residual Certificate
      to an Independent third party, the Depositor shall provide to the Securities
      Administrator ten copies of any private placement memorandum or other disclosure
      document used by the Depositor in connection with the offer and sale of such
      Certificate. In addition, if any such private placement memorandum or disclosure
      document is revised, amended or supplemented at any time following the delivery
      thereof to the Securities Administrator, the Depositor promptly shall inform
      the
      Securities Administrator of such event and shall deliver to the Securities
      Administrator ten copies of the private placement memorandum or disclosure
      document, as revised, amended or supplemented. The Securities Administrator
      shall maintain at its office as set forth in Section 12.05 hereof and shall
      make available free of charge during normal business hours for review by any
      Holder of a Certificate or any Person identified to the Securities Administrator
      as a prospective transferee of a Certificate, originals or copies of the
      following items: (i) in the case of a Holder or prospective transferee of a
      Class B-1 Certificate, Class CE-1 Certificate, Class CE-2 Certificate, Class
      P
      Certificate or Residual Certificate, the related private placement memorandum
      or
      other disclosure document relating to such Class of Certificates, in the form
      most recently provided to the Securities Administrator; and (ii) in all cases,
      (A) this Agreement and any amendments hereof entered into pursuant to
      Section 11.01, (B) all monthly statements required to be delivered to
      Certificateholders of the relevant Class pursuant to Section 5.02 since the
      Closing Date, and all other notices, reports, statements and written
      communications delivered to the Certificateholders of the relevant Class
      pursuant to this Agreement since the Closing Date and (C) any copies of all
      Officers’ Certificates of the Servicers since the Closing Date delivered to the
      Master Servicer to evidence such Person’s determination that any P&I Advance
      or Servicing Advance was, or if made, would be a Nonrecoverable P&I Advance
      or Nonrecoverable Servicing Advance. Copies and mailing of any and all of the
      foregoing items will be available from the Securities Administrator upon request
      at the expense of the Person requesting the same.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VII

     

    THE
      DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER

     

    SECTION
      7.01. Liability
      of the Depositor, the Servicers and the Master Servicer.

     

    The
      Depositor, each Servicer and the Master Servicer each shall be liable in
      accordance herewith only to the extent of the obligations specifically imposed
      by this Agreement upon them in their respective capacities as Depositor, a
      Servicer and Master Servicer and undertaken hereunder by the Depositor, each
      Servicer and the Master Servicer herein.

     

    SECTION
      7.02. Merger
      or Consolidation of the Depositor, the Servicers or the Master
      Servicer. 

     

    Subject
      to the following paragraph, the Depositor will keep in full effect its
      existence, rights and franchises as a corporation under the laws of the
      jurisdiction of its incorporation. Ocwen will keep in full effect its existence,
      rights and franchises as a limited liability company and GMAC will keep in
      full
      force and effect its existence, rights and franchises as a corporation. Subject
      to the following paragraph, the Master Servicer will keep in full effect its
      existence, rights and franchises as a national banking association. The
      Depositor, each Servicer and the Master Servicer each will obtain and preserve
      its qualification to do business as a foreign entity in each jurisdiction in
      which such qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its respective duties under this Agreement.

     

    The
      Depositor, any Servicer or the Master Servicer may be merged or consolidated
      with or into any Person, or transfer all or substantially all of its assets
      to
      any Person, in which case any Person resulting from any merger or consolidation
      to which the Depositor, a Servicer or the Master Servicer shall be a party,
      or
      any Person succeeding to the business of the Depositor, such Servicer or the
      Master Servicer, shall be the successor of the Depositor, such Servicer or
      the
      Master Servicer, as the case may be, hereunder, without the execution or filing
      of any paper or any further act on the part of any of the parties hereto,
      anything herein to the contrary notwithstanding; provided, however, that any
      successor to a Servicer or the Master Servicer shall meet the eligibility
      requirements set forth in clauses (i) and (iii) of the last paragraph of
      Section 8.02(a) or Section 7.06, as applicable. 

     

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

     

    None
      of
      the Depositor, the Servicers, the Securities Administrator, the Master Servicer
      or any of the directors, officers, employees or agents of the Depositor, the
      Servicer or the Master Servicer shall be under any liability to the Trust Fund
      or the Certificateholders for any action taken or for refraining from the taking
      of any action in good faith pursuant to this Agreement, or for errors in
      judgment; provided, however, that this provision shall not protect the
      Depositor, a Servicer, the Securities Administrator, the Master Servicer or
      any
      such person against any breach of warranties, representations or covenants
      made
      herein or against any specific liability imposed on any such Person pursuant
      hereto or against any liability which would otherwise be imposed by reason
      of
      willful misfeasance, bad faith or negligence, with respect to GMAC or gross
      negligence with respect to each party other than GMAC, in the performance of
      duties or by reason of reckless disregard of obligations and duties hereunder.
      The Depositor, each Servicer, the Securities Administrator, the Master Servicer
      and any director, officer, employee or agent of the Depositor, each Servicer,
      the Securities Administrator and the Master Servicer may rely in good faith
      on
      any document of any kind which, prima facie, is properly executed and submitted
      by any Person respecting any matters arising hereunder. The Depositor, each
      Servicer, the Securities Administrator, the Master Servicer and any director,
      officer, employee or agent of the Depositor, each Servicer, the Securities
      Administrator or the Master Servicer shall be indemnified and held harmless
      by
      the Trust Fund against any loss, liability or expense incurred in connection
      with any legal action relating to this Agreement, the Certificates or any Credit
      Risk Management Agreement or any loss, liability or expense incurred other
      than
      by reason of willful misfeasance, bad faith or gross negligence in the
      performance of duties hereunder or by reason of reckless disregard of
      obligations and duties hereunder. None of the Depositor, any Servicer, the
      Securities Administrator or the Master Servicer shall be under any obligation
      to
      appear in, prosecute or defend any legal action unless such action is related
      to
      its respective duties under this Agreement and, in its opinion, does not involve
      it in any expense or liability; provided, however, that each of the Depositor,
      each Servicer, the Securities Administrator and the Master Servicer may in
      its
      discretion undertake any such action which it may deem necessary or desirable
      with respect to this Agreement and the rights and duties of the parties hereto
      and the interests of the Certificateholders hereunder. In such event, the legal
      expenses and costs of such action and any liability resulting therefrom (except
      any loss, liability or expense incurred by reason of willful misfeasance, bad
      faith or gross negligence in the performance of duties hereunder or by reason
      of
      reckless disregard of obligations and duties hereunder) shall be expenses,
      costs
      and liabilities of the Trust Fund, and the Depositor, the related Servicer,
      the
      Securities Administrator and the Master Servicer shall be entitled to be
      reimbursed therefor from the related Collection Account or the Distribution
      Account as and to the extent provided in Article III and Article IV, any such
      right of reimbursement being prior to the rights of the Certificateholders
      to
      receive any amount in the related Collection Account and the Distribution
      Account.

     

    Notwithstanding
      anything to the contrary contained herein, no Servicer shall be liable for
      any
      actions or inactions prior to the Cut-off Date of any prior servicer of the
      related Mortgage Loans and the Master Servicer shall not be liable for any
      action or inaction of any Servicer, except to the extent expressly provided
      herein, or the Credit Risk Management Agreement.

     

    SECTION
      7.04. Limitation
      on Resignation of the Servicers.

     

    (a) Except
      as
      expressly provided herein, no Servicer shall neither assign all or substantially
      all of its rights under this Agreement or the servicing hereunder nor delegate
      all or substantially all of its duties hereunder nor sell or otherwise dispose
      of all or substantially all of its property or assets without, in each case,
      the
      prior written consent of the Master Servicer, which consent shall not be
      unreasonably withheld; provided, that in each case, there must be delivered
      to
      the Trustee and the Master Servicer a letter from each Rating Agency to the
      effect that such transfer of servicing or sale or disposition of assets will
      not
      result in a qualification, withdrawal or downgrade of the then-current rating
      of
      any of the Certificates. Notwithstanding the foregoing, each Servicer, without
      the consent of the Trustee or the Master Servicer, may retain third-party
      contractors to perform certain servicing and loan administration functions,
      including without limitation hazard insurance administration, tax payment and
      administration, flood certification and administration, collection services
      and
      similar functions, provided, however, that the retention of such contractors
      by
      a Servicer shall not limit the obligation of such Servicer to service the
      related Mortgage Loans pursuant to the terms and conditions of this Agreement.
      No Servicer shall resign from the obligations and duties hereby imposed on
      it
      except (i) upon determination that its duties hereunder are no longer
      permissible under applicable law, or (ii) upon the related Servicer’s written
      proposal of a successor servicer reasonably acceptable to each of the Sponsor,
      the Depositor and the Master Servicer. No such resignation under clause (i)
      above shall become effective unless evidenced by an Opinion of Counsel to such
      effect obtained at the expense of such Servicer and delivered to the Trustee
      and
      the Rating Agencies. No such resignation of a Servicer under clause (ii) shall
      be effective unless:

     

    (i) the
      proposed successor Servicer is (1) an affiliate of the Master Servicer that
      services mortgage loans similar to the Mortgage Loans in the jurisdictions
      in
      which the related Mortgaged Properties are located or (2) the proposed successor
      Servicer has a rating of at least “Above Average” by S&P and either a rating
      of at least “RPS2” by Fitch or a rating of at least “SQ2” by
      Moody’s;

     

    (ii) the
      Rating Agencies have confirmed to the Trustee that the appointment of the
      proposed successor servicer as the servicer under this Agreement will not result
      in the reduction or withdrawal of the then current ratings of any of the
      Certificates; and

     

    (iii) the
      proposed successor Servicer has a net worth of at least
      $25,000,000.

     

    Notwithstanding
      anything to the contrary, no resignation of a Servicer shall become effective
      until the Master Servicer or a successor Servicer shall have assumed such
      Servicer’s responsibilities, duties, liabilities (other than those liabilities
      arising prior to the appointment of such successor) and obligations under this
      Agreement.

     

    (b) Except
      as
      expressly provided herein, no Servicer shall assign or transfer any of its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by such Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit a Servicer from
      designating a Sub-Servicer as payee of any indemnification amount payable to
      such Servicer hereunder; provided, however, that as provided in Section 3.02,
      no
      Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto
      shall not be required to recognize any Sub-Servicer as an indemnitee under
      this
      Agreement.

     

    SECTION
      7.05. Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to the
      preceding sentence permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect obtained at the expense of
      the
      Master Servicer and delivered to the Trustee and the Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.06
      shall have assumed the Master Servicer’s responsibilities, duties, liabilities
      (other than those liabilities arising prior to the appointment of such
      successor) and obligations under this Agreement.

     

    SECTION
      7.06. Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accept in writing such assignment
      and delegation and assume the obligations of the Master Servicer hereunder
      (a)
      shall have a net worth of not less than $25,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as master servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning and selling the master servicing shall deliver to
      the
      Trustee an Officer’s Certificate and an Opinion of Independent counsel, each
      stating that all conditions precedent to such action under this Agreement have
      been completed and such action is permitted by and complies with the terms
      of
      this Agreement. No such assignment or delegation shall affect any liability
      of
      the Master Servicer arising out of acts or omissions prior to the effective
      date
      thereof.

     

    SECTION
      7.07. Rights
      of the Depositor in Respect of the Servicers and the Master
      Servicer.

     

    Each
      of
      the Master Servicer and the Servicers shall afford (and any Sub-Servicing or
      Subcontracting Agreement shall provide that each Sub-Servicer or Subcontractor,
      as applicable shall afford) the Depositor and the Trustee, upon reasonable
      notice, during normal business hours, access to all records maintained by the
      Master Servicer or the related Servicer (and any such Sub-Servicer or
      Subcontractor, as applicable) in respect of the related Servicer’s rights and
      obligations hereunder and access to officers of the Master Servicer or the
      related Servicer (and those of any such Sub-Servicer or Subcontractor, as
      applicable) responsible for such obligations, and the Master Servicer shall
      have
      access to all such records maintained by the related Servicer and any
      Sub-Servicers or Subcontractors. Upon request, each of the Master Servicer
      and
      such Servicer shall furnish to the Depositor and the Trustee its (and any such
      Sub-Servicer’s or Subcontractor’s) most recent financial statements and such
      other information relating to the Master Servicer’s or such Servicer’s capacity
      to perform its obligations under this Agreement as it possesses (and that any
      such Sub-Servicer or Subcontractor possesses). To the extent the Depositor
      and
      the Trustee are made aware by the Master Servicer or the related Servicer that
      such information is not otherwise available to the public, the Depositor and
      the
      Trustee shall not disseminate any information obtained pursuant to the preceding
      two sentences without the Master Servicer’s or the related Servicer’s written
      consent, except as required pursuant to this Agreement or to the extent that
      it
      is appropriate to do so (i) to its legal counsel, auditors, taxing authorities
      or other governmental agencies and the Certificateholders, (ii) pursuant to
      any
      law, rule, regulation, order, judgment, writ, injunction or decree of any court
      or governmental authority having jurisdiction over the Depositor and the Trustee
      or the Trust Fund, and in any case, the Depositor or the Trustee, (iii)
      disclosure of any and all information that is or becomes publicly known, or
      information obtained by the Trustee from sources other than the Depositor,
      the
      related Servicer or the Master Servicer, (iv) disclosure as required pursuant
      to
      this Agreement or (v) disclosure of any and all information (A) in any
      preliminary or final offering circular, registration statement or contract
      or
      other document pertaining to the transactions contemplated by the Agreement
      approved in advance by the Depositor, the related Servicer or the Master
      Servicer or (B) to any affiliate, independent or internal auditor, agent,
      employee or attorney of the Trustee having a need to know the same, provided
      that the Trustee advises such recipient of the confidential nature of the
      information being disclosed, shall use its best efforts to assure the
      confidentiality of any such disseminated non-public information. Nothing in
      this
      Section 7.07 shall limit the obligation of the Servicer to comply with any
      applicable law prohibiting disclosure of information regarding the Mortgagors
      and the failure of the related Servicer to provide access as provided in this
      Section 7.07 as a result of such obligation shall not constitute a breach
      of this Section. Nothing in this Section 7.07 shall require the related
      Servicer to collect, create, collate or otherwise generate any information
      that
      it does not generate in its usual course of business. No Servicer shall be
      required to make copies of or ship documents to any party unless provisions
      have
      been made for the reimbursement of the costs thereof. The Depositor may, but
      is
      not obligated to, enforce the obligations of the Master Servicer and the
      Servicers under this Agreement and may, but is not obligated to, perform, or
      cause a designee to perform, any defaulted obligation of the Master Servicer
      or
      any Servicer under this Agreement or exercise the rights of the Master Servicer
      or any Servicer under this Agreement; provided that neither the Master Servicer
      nor the Servicer shall be relieved of any of its obligations under this
      Agreement by virtue of such performance by the Depositor or its designee. The
      Depositor shall not have any responsibility or liability for any action or
      failure to act by the Master Servicer or the Servicer and is not obligated
      to
      supervise the performance of the Master Servicer or any Servicer under this
      Agreement or otherwise.

     

    SECTION
      7.08. Duties
      of the Credit Risk Manager. 

     

    For
      and
      on behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Charges with respect to the Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      to the Credit Risk Manager pursuant to the Credit Risk Management Agreements,
      and the Credit Risk Manager shall look solely to the Servicers and/or Master
      Servicer for all information and data (including loss and delinquency
      information and data) relating to the servicing of the related Mortgage Loans.
      Upon any termination of the Credit Risk Manager or the appointment of a
      successor Credit Risk Manager, the Depositor shall give written notice thereof
      to the related Servicer, the Master Servicer, the Securities Administrator,
      the
      Trustee, and each Rating Agency. Notwithstanding the foregoing, the termination
      of the Credit Risk Manager pursuant to this Section shall not become
      effective until the appointment of a successor Credit Risk Manager. The Trustee
      is hereby authorized to enter into any Credit Risk Management Agreement
      necessary to effect the foregoing.

     

    SECTION
      7.09. Limitation
      Upon Liability of the Credit Risk Manager. 

     

    Neither
      the Credit Risk Manager, nor any of its directors, officers, employees, or
      agents shall be under any liability to the Trustee, the Certificateholders,
      or
      the Depositor for any action taken or for refraining from the taking of any
      action made in good faith pursuant to this Agreement, in reliance upon
      information provided by the Servicer under the related Credit Risk Management
      Agreement, or for errors in judgment; provided, however, that this provision
      shall not protect the Credit Risk Manager or any such person against liability
      that would otherwise be imposed by reason of willful malfeasance or bad faith
      in
      its performance of its duties. The Credit Risk Manager and any director,
      officer, employee, or agent of the Credit Risk Manager may rely in good faith
      on
      any document of any kind prima facie properly executed and submitted by any
      Person respecting any matters arising hereunder, and may rely in good faith
      upon
      the accuracy of information furnished by the related Servicer pursuant to the
      related Credit Risk Management Agreement in the performance of its duties
      thereunder and hereunder.

     

    SECTION
      7.10. Removal
      of the Credit Risk Manager. 

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
      holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
      exercise of its or their sole discretion. The Certificateholders shall provide
      written notice of the Credit Risk Manager’s removal to the Trustee. Upon receipt
      of such notice, the Trustee shall provide written notice to the Credit Risk
      Manager of its removal, which shall be effective upon receipt of such notice
      by
      the Credit Risk Manager, with a copy to the Securities Administrator and the
      Master Servicer.

     

    SECTION
      7.11. Transfer
      of Servicing by Sponsor.

     

    The
      Sponsor may, at its option, transfer the servicing responsibilities of Ocwen
      and/or GMAC as a Servicer with respect to the related Mortgage Loans at any
      time
      without cause. No such transfer shall become effective unless and until a
      successor to Ocwen or GMAC, as applicable, shall have been appointed to service
      and administer the related Mortgage Loans pursuant to the terms and conditions
      of this Agreement. No appointment shall be effective unless (i) such successor
      meets the eligibility criteria set forth in Section 7.04 and (ii) all amounts
      reimbursable to Ocwen or GMAC, as applicable, under this Agreement shall have
      been paid by the successor appointed pursuant to the terms of this Section
      7.11
      or by the Sponsor including without limitation, all unreimbursed P&I
      Advances and Servicing Advances made by Ocwen or GMAC, as applicable, accrued
      and unpaid Servicing Fees and all out-of-pocket expenses of the related Servicer
      incurred in connection with the transfer of servicing to such successor. The
      Sponsor shall provide a copy of the written confirmation of the Rating Agencies
      to the Trustee, the Securities Administrator and the Master Servicer. In
      connection with such appointment and assumption described herein, the Sponsor
      may make such arrangements for the compensation of such successor out of
      payments on Mortgage Loans as it and such successor shall agree; provided,
      however, that no such compensation shall be in excess of that permitted by
      Ocwen
      or GMAC, as applicable, hereunder. The Sponsor shall take such action,
      consistent with this Agreement, as shall be necessary to effectuate any such
      succession.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VIII

     

    DEFAULT

     

    SECTION
      8.01. Servicer
      Events of Default.

     

    (a) “Servicer
      Event of Default,” wherever used herein, means any one of the following
      events:

     

    (i) any
      failure by a Servicer to remit to the Securities Administrator for distribution
      to the Certificateholders any payment (other than a P&I Advance required to
      be made from its own funds on any Servicer Remittance Date pursuant to Section
      5.03 of the Agreement) required to be made by such Servicer under the terms
      of
      the Certificates and this Agreement which continues unremedied for a period
      of
      (i) one Business Day with respect to Ocwen and (ii) two Business Days, with
      respect to GMAC after the date upon which written notice of such failure,
      requiring the same to be remedied, shall have been given to such Servicer by
      the
      Depositor or the Trustee (in which case notice shall be provided by telecopy),
      or to such Servicer, the Depositor, the Trustee and by the Holders of
      Certificates entitled to at least 25% of the Voting Rights; or

     

    (ii) any
      failure on the part of a Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of such Servicer
      contained in this Agreement, or the material breach by a Servicer of any
      representation and warranty contained in Section 2.05 of the Agreement, which
      continues unremedied for a period of thirty (30) days after the date on which
      written notice of such failure, or as otherwise set forth in this Agreement,
      requiring the same to be remedied, shall have been given to such Servicer by
      the
      Depositor or the Trustee or to such Servicer, the Depositor and the Trustee
      by
      the Holders of Certificates entitled to at least 25% of the Voting Rights;
      provided, however, that in the case of a failure that cannot be cured within
      thirty (30) days, the cure period may be extended for an additional thirty
      (30)
      days if such Servicer can demonstrate to the reasonable satisfaction of the
      Trustee that the Servicer is diligently pursuing remedial action;
      or

     

    (iii) a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against a Servicer and
      such
      decree or order shall have remained in force undischarged or unstayed for a
      period of (i) ninety (90) days with respect to Ocwen or (ii) 60 days with
      respect to GMAC; or

     

    (iv) a
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     

    (v) a
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors,
      or
      voluntarily suspend payment of its obligations;

     

    (vi) failure
      by a Servicer to duly perform, within the required time period, its obligations
      under Sections 3.17, 3.18 or 3.19; or

     

    (vii) any
      failure of a Servicer to make any P&I Advance on any Servicer Remittance
      Date required to be made from its own funds pursuant to Section 5.03 which
      continues unremedied until 3:00 p.m. New York time on the Business Day
      immediately following the Servicer Remittance Date; or

     

    (viii) failure
      of the Servicer to maintain at least an “average” rating from the Rating
      Agencies.

     

    If
      a
      Servicer Event of Default described in clauses (i) through (vi) or (viii) of
      this Section shall occur, then, and in each and every such case, so long as
      such Servicer Event of Default shall not have been remedied, the Depositor
      or
      the Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the defaulting Servicer (and to the Depositor if given by the Trustee
      or to the Trustee if given by the Depositor) with a copy to the Master Servicer
      and each Rating Agency, terminate all of the rights and obligations of the
      defaulting Servicer in its capacity as a Servicer under this Agreement, to
      the
      extent permitted by law, and in and to the related Mortgage Loans and the
      proceeds thereof. If a Servicer Event of Default described in clause (vii)
      hereof shall occur, the Trustee shall, by notice in writing to the defaulting
      Servicer, the Depositor and the Master Servicer, terminate all of the rights
      and
      obligations of the defaulting Servicer in its capacity as a Servicer under
      this
      Agreement and in and to the related Mortgage Loans and the proceeds thereof.
      Subject to Section 8.02 of this Agreement, on or after the receipt by the
      defaulting Servicer of such written notice, all authority and power of the
      defaulting Servicer under this Agreement, whether with respect to the
      Certificates (other than as a Holder of any Certificate) or the related Mortgage
      Loans or otherwise, shall pass to and be vested in the Master Servicer pursuant
      to and under this Section, and, without limitation, the Master Servicer is
      hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
      and deliver, on behalf of and at the expense of the defaulting Servicer, any
      and
      all documents and other instruments and to do or accomplish all other acts
      or
      things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the related Mortgage Loans and related documents, or otherwise. The defaulting
      Servicer agrees promptly (and in any event no later than ten (10) Business
      Days
      subsequent to such notice) to provide the Master Servicer with all documents
      and
      records requested by it to enable it to assume the defaulting Servicer’s
      functions under this Agreement, and to cooperate with the Master Servicer in
      effecting the termination of the defaulting Servicer’s responsibilities and
      rights under this Agreement, including, without limitation, the transfer within
      one (1) Business Day to the Master Servicer for administration by it of all
      cash
      amounts which at the time shall be or should have been credited by the
      defaulting Servicer to the related Collection Account held by or on behalf
      of
      the defaulting Servicer or thereafter be received with respect to the related
      Mortgage Loans or any related REO Property (provided, however, that the
      defaulting Servicer shall continue to be entitled to receive all amounts accrued
      or owing to it under this Agreement on or prior to the date of such termination,
      whether in respect of P&I Advances, Servicing Advances, accrued and unpaid
      Servicing Fees or otherwise, and shall continue to be entitled to the benefits
      of Section 7.03 of this Agreement, notwithstanding any such termination,
      with respect to events occurring prior to such termination). Reimbursement
      of
      unreimbursed P&I Advances, Servicing Advances and accrued and unpaid
      Servicing Fees shall be made on a first in, first out (“FIFO”) basis no later
      than the Servicer Remittance Date. For purposes of this Section 8.01(a),
      the Trustee shall not be deemed to have knowledge of a Servicer Event of Default
      unless a Responsible Officer of the Trustee assigned to and working in the
      Trustee’s Corporate Trust Office has actual knowledge thereof or unless written
      notice of any event which is in fact such a Servicer Event of Default is
      received by the Trustee at its Corporate Trust Office and such notice references
      the Certificates, the Trust or this Agreement. The Trustee shall promptly notify
      the Master Servicer and the Rating Agencies of the occurrence of a Servicer
      Event of Default of which it has knowledge as provided above.

     

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

     

    (b) “Master
      Servicer Event of Default,” wherever used herein, means any one of the following
      events:

     

    (i) any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement, or the breach by the Master
      Servicer of any representation and warranty contained in Section 2.04,
      which continues unremedied for a period of 30 days after the date on which
      written notice of such failure, or as otherwise set forth in this Agreement,
      requiring the same to be remedied, shall have been given to the Master Servicer
      by the Depositor or the Trustee or to the Master Servicer, the Depositor and
      the
      Trustee by the Holders of Certificates entitled to at least 25% of the Voting
      Rights; or

     

    (ii) a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master Servicer
      and such decree or order shall have remained in force undischarged or unstayed
      for a period of 90 days; or

     

    (iii) the
      Master Servicer shall consent to the appointment of a conservator or receiver
      or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     

    (iv) the
      Master Servicer shall admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of any applicable
      insolvency or reorganization statute, make an assignment for the benefit of
      its
      creditors, or voluntarily suspend payment of its obligations; or

     

    (v) failure
      by the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 4.15, 4.16, 4.17 and 4.18.

     

    If
      a
      Master Servicer Event of Default shall occur, then, and in each and every such
      case, so long as such Master Servicer Event of Default shall not have been
      remedied, the Depositor or the Trustee may, and at the written direction of
      the
      Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee
      shall, by notice in writing to the Master Servicer (and to the Depositor if
      given by the Trustee or to the Trustee if given by the Depositor) with a copy
      to
      each Rating Agency, terminate all of the rights and obligations of the Master
      Servicer in its capacity as Master Servicer under this Agreement, to the extent
      permitted by law, and in and to the Mortgage Loans and the proceeds thereof.
      On
      or after the receipt by the Master Servicer of such written notice, all
      authority and power of the Master Servicer under this Agreement, whether with
      respect to the Certificates (other than as a Holder of any Certificate) or
      the
      Mortgage Loans or otherwise including, without limitation, the compensation
      payable to the Master Servicer under this Agreement, shall pass to and be vested
      in the Trustee pursuant to and under this Section, and, without limitation,
      the
      Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise,
      to
      execute and deliver, on behalf of and at the expense of the Master Servicer,
      any
      and all documents and other instruments and to do or accomplish all other acts
      or things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the Mortgage Loans and related documents, or otherwise. The Master Servicer
      agrees promptly (and in any event no later than ten Business Days subsequent
      to
      such notice) to provide the Trustee with all documents and records requested
      by
      it to enable it to assume the Master Servicer’s functions under this Agreement,
      and to cooperate with the Trustee in effecting the termination of the Master
      Servicer’s responsibilities and rights under this Agreement (provided, however,
      that the Master Servicer shall continue to be entitled to receive all amounts
      accrued or owing to it under this Agreement on or prior to the date of such
      termination and shall continue to be entitled to the benefits of
      Section 7.03, notwithstanding any such termination, with respect to events
      occurring prior to such termination). For purposes of this Section 8.01(b),
      the Trustee shall not be deemed to have knowledge of a Master Servicer Event
      of
      Default unless a Responsible Officer of the Trustee assigned to and working
      in
      the Trustee’s Corporate Trust Office has actual knowledge thereof or unless
      written notice of any event which is in fact such a Master Servicer Event of
      Default is received by the Trustee and such notice references the Certificates,
      the Trust or this Agreement. The Trustee shall promptly notify the Rating
      Agencies of the occurrence of a Master Servicer Event of Default of which it
      has
      knowledge as provided above.

     

    Notwithstanding
      the foregoing, the Trustee may, if it shall be unwilling to continue to act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf, any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $25,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer.

     

    To
      the
      extent that the costs and expenses of the Trustee related to the termination
      of
      the Master Servicer, appointment of a successor Master Servicer or the transfer
      and assumption of the master servicing by the Trustee (including, without
      limitation, (i) all legal costs and expenses and all due diligence costs and
      expenses associated with an evaluation of the potential termination of the
      Master Servicer as a result of a Master Servicer Event of Default and (ii)
      all
      costs and expenses associated with the complete transfer of the master
      servicing, including all servicing files and all servicing data and the
      completion, correction or manipulation of such servicing data as may be required
      by the successor Master Servicer to correct any errors or insufficiencies in
      the
      servicing data or otherwise to enable the successor Master Servicer to master
      service the Mortgage Loans in accordance with this Agreement) are not fully
      and
      timely reimbursed by the terminated Master Servicer, the Trustee shall be
      entitled to reimbursement of such costs and expenses from the Distribution
      Account.

     

    Neither
      the Trustee nor any other successor master servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the Master Servicer to deliver or provide, or any
      delay
      in delivering or providing, any cash, information, documents or records to
      it.


     

    SECTION
      8.02. Master
      Servicer to Act; Appointment of Successor.

     

    (a) On
      and
      after the time a Servicer receives a notice of termination, the Master Servicer
      shall be the successor in all respects to such Servicer in its capacity as
      a
      Servicer under this Agreement and the transactions set forth or provided for
      herein, and all the responsibilities, duties and liabilities relating thereto
      and arising thereafter shall be assumed by the Master Servicer (except for
      any
      representations or warranties of such Servicer under this Agreement, the
      responsibilities, duties and liabilities contained in Section 2.03 of this
      Agreement and the obligation to deposit amounts in respect of losses pursuant
      to
      Section 3.10(b) of this Agreement) by the terms and provisions hereof including,
      without limitation, such Servicer’s obligations to make P&I Advances
      pursuant to Section 5.03 of this Agreement; provided, however, that if the
      Master Servicer is prohibited by law or regulation from obligating itself to
      make advances regarding delinquent mortgage loans, then the Master Servicer
      shall not be obligated to make P&I Advances pursuant to Section 5.03 of this
      Agreement; and provided further, that any failure to perform such duties or
      responsibilities caused by such Servicer’s failure to provide information
      required by Section 8.01 shall not be considered a default by the Master
      Servicer as successor to such Servicer hereunder; provided, however, that (1)
      it
      is understood and acknowledged by the parties hereto that there will be a period
      of transition (not to exceed 120 days) before the actual servicing functions
      can
      be fully transferred to the Master Servicer or any successor Servicer appointed
      in accordance with the following provisions and (2) any failure to perform
      such
      duties or responsibilities caused by such Servicer’s failure to provide
      information required by Section 8.01 of this Agreement shall not be considered
      a
      default by the Master Servicer as successor to such Servicer. As compensation
      therefor, the Master Servicer shall be entitled to the Servicing Fee and all
      funds relating to the related Mortgage Loans to which the terminated Servicer
      would have been entitled if it had continued to act hereunder. Notwithstanding
      the above, the Master Servicer may, if it shall be unwilling to so act, or
      shall, if it is unable to so act promptly appoint or petition a court of
      competent jurisdiction to appoint, a Person that satisfies the eligibility
      criteria set forth below as the successor to the terminated Servicer under
      this
      Agreement in the assumption of all or any part of the responsibilities, duties
      or liabilities of the terminated Servicer under this Agreement.

     

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

     

    Any
      successor Servicer appointed under this Agreement must (i) be an established
      mortgage loan servicing institution that is a Fannie Mae and Freddie Mac
      approved seller/servicer, (ii) be approved by each Rating Agency by a written
      confirmation from each Rating Agency that the appointment of such successor
      Servicer would not result in the reduction or withdrawal of the then current
      ratings of any outstanding Class of Certificates, (iii) have a net worth of
      not
      less than $25,000,000 and (iv) assume all the responsibilities, duties or
      liabilities of the related Servicer (other than liabilities of the related
      Servicer hereunder incurred prior to termination of the related Servicer under
      Section 8.01 herein) under this Agreement as if originally named as a party
      to this Agreement.

     

    (b) (1)
      All
      servicing transfer costs (including, without limitation, servicing transfer
      costs of the type described in Section 8.02(a) of this Agreement and
      incurred by the Trustee, the Master Servicer and any successor Servicer under
      paragraph (b)(2) below) in connection with the termination of a Servicer shall
      be paid by the terminated Servicer upon presentation of reasonable documentation
      of such costs, and if such predecessor or initial Servicer, as applicable,
      defaults in its obligation to pay such costs, the successor Servicer, the Master
      Servicer and the Trustee shall be entitled to reimbursement therefor from the
      assets of the Trust Fund.

     

    (2) No
      appointment of a successor to a Servicer under this Agreement shall be effective
      until the assumption by the successor of all of such Servicer’s
      responsibilities, duties and liabilities hereunder. In connection with such
      appointment and assumption described herein, the Trustee may make such
      arrangements for the compensation of such successor out of payments on the
      related Mortgage Loans as it and such successor shall agree; provided, however,
      that no such compensation shall be in excess of that permitted the related
      Servicer as such hereunder. The Depositor, the Trustee and such successor shall
      take such action, consistent with this Agreement, as shall be necessary to
      effectuate any such succession. Pending appointment of a successor to the
      related Servicer under this Agreement, the Master Servicer shall act in such
      capacity as hereinabove provided.

     

    SECTION
      8.03. Notification
      to Certificateholders.

     

    (a) Upon
      any
      termination of a Servicer or the Master Servicer pursuant to
      Section 8.01(a) or (b) or any appointment of a successor to a Servicer or
      the Master Servicer pursuant to Section 8.02 of this Agreement, the Trustee
      shall give prompt written notice thereof to the Certificateholders at their
      respective addresses appearing in the Certificate Register.

     

    (b) Not
      later
      than the later of sixty (60) days after the occurrence of any event, which
      constitutes or which, with notice or lapse of time or both, would constitute
      a
      Servicer Event of Default or a Master Servicer Event of Default or five (5)
      days
      after a Responsible Officer of the Trustee becomes aware of the occurrence
      of
      such an event, the Trustee shall transmit by mail to all Holders of Certificates
      notice of each such occurrence, unless such default or Servicer Event of Default
      or Master Servicer Event of Default shall have been cured or
      waived.

     

    SECTION
      8.04. Waiver
      of Servicer Events of Default.

     

    The
      Holders representing at least 66% of the Voting Rights evidenced by all Classes
      of Certificates affected by any default, Servicer Event of Default or Master
      Servicer Event of Default hereunder may waive such default, Servicer Event
      of
      Default or Master Servicer Event of Default; provided, however, that a Servicer
      Event of Default under clause (i) or (vii) of Section 8.01(a) of this
      Agreement may be waived only by all of the Holders of the Regular Certificates.
      Upon any such waiver of a default, Servicer Event of Default or Master Servicer
      Event of Default, such default, Servicer Event of Default or Master Servicer
      Event of Default shall cease to exist and shall be deemed to have been remedied
      for every purpose hereunder. No such waiver shall extend to any subsequent
      or
      other default, Servicer Event of Default or Master Servicer Event of Default
      or
      impair any right consequent thereon except to the extent expressly so
      waived.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      IX


    CONCERNING
      THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    SECTION
      9.01. Duties
      of Trustee and Securities Administrator.

     

    The
      Trustee, prior to the occurrence of a Master Servicer Event of Default and
      after
      the curing or waiver of all Master Servicer Events of Default which may have
      occurred, and the Securities Administrator each undertake to perform such duties
      and only such duties as are specifically set forth in this Agreement as duties
      of the Trustee and the Securities Administrator, respectively. During the
      continuance of a Master Servicer Event of Default, the Trustee shall exercise
      such of the rights and powers vested in it by this Agreement, and use the same
      degree of care and skill in its exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own affairs. Any
      permissive right of the Trustee enumerated in this Agreement shall not be
      construed as a duty.

     

    Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner, the Trustee or the Securities Administrator, as the case may
      be, shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, the
      Securities Administrator will provide notice to the Trustee thereof and the
      Trustee will provide notice to the Certificateholders.

     

    The
      Trustee shall promptly remit to the related Servicer any complaint, claim,
      demand, notice or other document (collectively, the “Notices”) delivered to the
      Trustee as a consequence of the assignment of any Mortgage Loan hereunder and
      relating to the servicing of the Mortgage Loans; provided than any such notice
      (i) is delivered to the Trustee at its Corporate Trust Office, (ii) contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged Property. The
      Trustee shall have no duty hereunder with respect to any Notice it may receive
      or which may be alleged to have been delivered to or served upon it unless
      such
      Notice is delivered to it or served upon it at its Corporate Trust Office and
      such Notice contains the information required pursuant to clause (ii) of the
      preceding sentence.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Securities Administrator from liability for its own negligent action, its own
      negligent failure to act or its own misconduct; provided, however,
      that:

     

    (i) Prior
      to
      the occurrence of a Master Servicer Event of Default, and after the curing
      or
      waiver of all such Master Servicer Events of Default which may have occurred
      with respect to the Trustee and at all times with respect to the Securities
      Administrator, the duties and obligations of the Trustee shall be determined
      solely by the express provisions of this Agreement, neither the Trustee nor
      the
      Securities Administrator shall be liable except for the performance of such
      duties and obligations as are specifically set forth in this Agreement, no
      implied covenants or obligations shall be read into this Agreement against
      the
      Trustee or the Securities Administrator and, in the absence of bad faith on
      the
      part of the Trustee or the Securities Administrator, respectively, the Trustee
      or the Securities Administrator, respectively, may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon any certificates or opinions furnished to the Trustee or the Securities
      Administrator, respectively, that conform to the requirements of this
      Agreement;

     

    (ii) Neither
      the Trustee nor the Securities Administrator shall be liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible Officers
      of
      the Trustee or an officer or officers of the Securities Administrator,
      respectively, unless it shall be proved that the Trustee or the Securities
      Administrator, respectively, was negligent in ascertaining the pertinent facts;
      and

     

    (iii) Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of the Holders of Certificates entitled to at least 25%
      of
      the Voting Rights relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or power conferred upon the Trustee or
      the
      Securities Administrator under this Agreement.

     

    SECTION
      9.02. Certain
      Matters Affecting Trustee and Securities Administrator.

     

    (a) Except
      as
      otherwise provided in Section 9.01 of this Agreement:

     

    (i) The
      Trustee and the Securities Administrator may request and rely upon and shall
      be
      protected in acting or refraining from acting upon any resolution, Officers’
Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal, bond
      or
      other paper or document reasonably believed by it to be genuine and to have
      been
      signed or presented by the proper party or parties;

     

    (ii) The
      Trustee and the Securities Administrator may consult with counsel of its
      selection and any advice of such counsel or any Opinion of Counsel shall be
      full
      and complete authorization and protection in respect of any action taken or
      suffered or omitted by it hereunder in good faith and in accordance with such
      advice or Opinion of Counsel;

     

    (iii) Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement or to
      institute, conduct or defend any litigation hereunder or in relation hereto
      at
      the request, order or direction of any of the Certificateholders, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee or the Securities Administrator, as the case may be,
      reasonable security or indemnity satisfactory to it against the costs, expenses
      and liabilities which may be incurred therein or thereby; nothing contained
      herein shall, however, relieve the Trustee of the obligation, upon the
      occurrence of a Master Servicer Event of Default (which has not been cured
      or
      waived), to exercise such of the rights and powers vested in it by this
      Agreement, and to use the same degree of care and skill in their exercise as
      a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs;

     

    (iv) Neither
      the Trustee nor the Securities Administrator shall be liable for any action
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it by
      this Agreement;

     

    (v) Prior
      to
      the occurrence of a Master Servicer Event of Default hereunder and after the
      curing or waiver of all Master Servicer Events of Default which may have
      occurred with respect to the Trustee and at all times with respect to the
      Securities Administrator, neither the Trustee nor the Securities Administrator
      shall be bound to make any investigation into the facts or matters stated in
      any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document, unless
      requested in writing to do so by the Holders of Certificates entitled to at
      least 25% of the Voting Rights; provided, however, that if the payment within
      a
      reasonable time to the Trustee or the Securities Administrator of the costs,
      expenses or liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee or the Securities Administrator,
      as applicable, not reasonably assured to the Trustee or the Securities
      Administrator by such Certificateholders, the Trustee or the Securities
      Administrator, as applicable, may require reasonable indemnity satisfactory
      to
      it against such expense, or liability from such Certificateholders as a
      condition to taking any such action;

     

    (vi) The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys and the Trustee
      shall not be responsible for any misconduct or negligence on the part of any
      agent or attorney appointed with due care by it hereunder;

     

    (vii) The
      Trustee shall not be liable for any loss resulting from the investment of funds
      held in the Collection Account, for any loss resulting from the investment
      of
      funds held in the Reserve Fund or for any loss resulting from the redemption
      or
      sale of any such investment as therein authorized;

     

    (viii) The
      Trustee shall not be deemed to have notice of any default, Master Servicer
      Event
      of Default or Servicer Event of Default unless a Responsible Officer of the
      Trustee has actual knowledge thereof or unless written notice of any event
      which
      is in fact such a default is received by a Responsible Officer of the Trustee
      at
      the Corporate Trust Office of the Trustee, and such notice references the
      Certificates and this Agreement; and

     

    (ix) The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, its right to be indemnified, are extended to,
      and
      shall be enforceable by, each agent, custodian and other Person employed to
      act
      hereunder.

     

    (b) All
      rights of action under this Agreement or under any of the Certificates,
      enforceable by the Trustee, may be enforced by it without the possession of
      any
      of the Certificates, or the production thereof at the trial or other proceeding
      relating thereto, and any such suit, action or proceeding instituted by the
      Trustee shall be brought in its name for the benefit of all the Holders of
      such
      Certificates, subject to the provisions of this Agreement.

     

    (c) The
      Trustee is hereby directed by the Depositor to execute the Swap Agreement on
      behalf of the Supplemental Interest Trust in the form presented to it by the
      Depositor and shall have no responsibility for the contents of the Swap
      Agreement, including, without limitation, the representations and warranties
      contained therein. Any funds payable by the Trustee on behalf of the
      Supplemental Interest Trust under the Swap Agreement shall be paid from funds
      of
      the Supplemental Interest Trust in accordance with the terms and provisions
      of
      the Swap Agreement. Notwithstanding anything to the contrary contained herein
      or
      in the Swap Agreement, the Trustee shall not be required to make any payments
      to
      the counterparty under the Swap Agreement.

     

    (d) None
      of
      the Securities Administrator, the Master Servicer, the Servicers, the Sponsor,
      the Depositor, the Custodian or the Trustee shall be responsible for the acts
      or
      omissions of the others or the Swap Provider, it being understood that this
      Agreement shall not be construed to render those partners joint venturers or
      agents of one another.

     

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

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgments of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Section 9.12 of
      this Agreement) shall be taken as the statements of the Depositor and neither
      the Trustee nor the Securities Administrator assumes any responsibility for
      their correctness. Neither the Trustee nor the Securities Administrator makes
      any representations or warranties as to the validity or sufficiency of this
      Agreement (other than as specifically set forth in Section 9.12) of this
      Agreement, the Swap Agreement or of the Certificates (other than the signature
      of the Securities Administrator and authentication of the Securities
      Administrator on the Certificates) or of any Mortgage Loan or related document.
      The Trustee and the Securities Administrator shall not be accountable for the
      use or application by the Depositor of any of the Certificates or of the
      proceeds of such Certificates, or for the use or application of any funds paid
      to the Depositor or the Master Servicer in respect of the Mortgage Loans or
      deposited in or withdrawn from any Collection Account by the related Servicer,
      other than with respect to the Securities Administrator any funds held by it
      or
      on behalf of the Trustee in accordance with Section 3.23 and 3.24 of this
      Agreement.

     

    SECTION
      9.04. Trustee
      and Securities Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      any
      other capacity may become the owner or pledgee of Certificates and may transact
      business with other interested parties and their Affiliates with the same rights
      it would have if it were not Trustee or the Securities
      Administrator.

     

    SECTION
      9.05. Fees
      and Expenses of Trustee and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder, of Wells Fargo as
      the
      Custodian under the Wells Fargo Custodial Agreement or of DBNTC as the Custodian
      under the DBNTC Custodial Agreement shall be paid in accordance with a side
      letter agreement with the Master Servicer and at the sole expense of the Master
      Servicer. In addition, the Trustee, the Securities Administrator, the Custodians
      and any director, officer, employee or agent of the Trustee, the Securities
      Administrator and the Custodians shall be indemnified by the Trust and held
      harmless against any loss, liability or expense (including reasonable attorney’s
      fees and expenses) incurred by the Trustee, the Custodians or the Securities
      Administrator in connection with any claim or legal action or any pending or
      threatened claim or legal action arising out of or in connection with the
      acceptance or administration of its respective obligations and duties under
      this
      Agreement, including the Swap Agreement and any and all other agreements related
      hereto, other than any loss, liability or expense (i) for which the Trustee
      is
      indemnified by the Master Servicer or any Servicer, (ii) that constitutes a
      specific liability of the Trustee or the Securities Administrator pursuant
      to
      Section 11.01(g) of this Agreement or (iii) any loss, liability or expense
      incurred by reason of willful misfeasance, bad faith or negligence in the
      performance of duties hereunder by the Trustee or the Securities Administrator
      or by reason of reckless disregard of obligations and duties hereunder. In
      no
      event shall the Trustee or the Securities Administrator be liable for special,
      indirect or consequential loss or damage of any kind whatsoever (including
      but
      not limited to lost profits), even if it has been advised of the likelihood
      of
      such loss or damage and regardless of the form of action. The Master Servicer
      agrees to indemnify the Trustee, from, and hold the Trustee harmless against,
      any loss, liability or expense (including reasonable attorney’s fees and
      expenses) incurred by the Trustee by reason of the Master Servicer’s willful
      misfeasance, bad faith or gross negligence in the performance of its duties
      under this Agreement or by reason of the Master Servicer’s reckless disregard of
      its obligations and duties under this Agreement. In addition, the Sponsor agrees
      to indemnify the Trustee for, and to hold the Trustee harmless against, any
      loss, liability or expense arising out of, or in connection with, the provisions
      set forth in the last paragraph of Section 2.01 of this Agreement,
      including, without limitation, all costs, liabilities and expenses (including
      reasonable legal fees and expenses) of investigating and defending itself
      against any claim, action or proceeding, pending or threatened, relating to
      the
      provisions of such paragraph. The indemnities in this Section 9.05 shall
      survive the termination or discharge of this Agreement and the resignation
      or
      removal of the Master Servicer, the Trustee, the Securities Administrator or
      the
      Custodians. Any payment hereunder made by the Master Servicer to the Trustee
      shall be from the Master Servicer’s own funds, without reimbursement from REMIC
      I therefor.

     

    SECTION
      9.06. Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor, the Master Servicer
      or
      any Affiliate of the foregoing) organized and doing business under the laws
      of
      any state or the United States of America, authorized under such laws to
      exercise corporate trust powers, having a combined capital and surplus of at
      least $50,000,000 (or a member of a bank holding company whose capital and
      surplus is at least $50,000,000) and subject to supervision or examination
      by
      federal or state authority. If such corporation or association publishes reports
      of conditions at least annually, pursuant to law or to the requirements of
      the
      aforesaid supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of conditions so published. In case at any time the Trustee or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07 of this Agreement.

     

    SECTION
      9.07. Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign and be
      discharged from the trust hereby created by giving written notice thereof to
      the
      Depositor, to the Master Servicer, to the Securities Administrator (or the
      Trustee, if the Securities Administrator resigns) and to the Certificateholders.
      Upon receiving such notice of resignation, the Depositor shall promptly appoint
      a successor trustee or successor securities administrator by written instrument,
      in duplicate, which instrument shall be delivered to the resigning Trustee
      or
      Securities Administrator, as applicable, and to the successor trustee or
      successor securities administrator, as applicable. A copy of such instrument
      shall be delivered to the Certificateholders, the Trustee, the Securities
      Administrator and the Master Servicer by the Depositor. If no successor trustee
      or successor securities administrator shall have been so appointed and have
      accepted appointment within thirty (30) days after the giving of such notice
      of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee, successor securities
      administrator, Trustee or Securities Administrator, as applicable.

     

    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 of this Agreement and shall
      fail to resign after written request therefor by the Depositor, or if at any
      time the Trustee or the Securities Administrator shall become incapable of
      acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
      or the Securities Administrator or of its property shall be appointed, or any
      public officer shall take charge or control of the Trustee or the Securities
      Administrator or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then the Depositor may remove the Trustee or the
      Securities Administrator, as applicable and appoint a successor trustee or
      successor securities administrator, as applicable, by written instrument, in
      duplicate, which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor securities
      administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee or the Securities Administrator and appoint a successor
      trustee or successor securities administrator by written instrument or
      instruments, in triplicate, signed by such Holders or their attorneys-in-fact
      duly authorized, one complete set of which instruments shall be delivered to
      the
      Depositor, one complete set to the Trustee or the Securities Administrator
      so
      removed and one complete set to the successor so appointed. A copy of such
      instrument shall be delivered to the Certificateholders, the Trustee (in the
      case of the removal of the Securities Administrator), the Securities
      Administrator (in the case of the removal of the Trustee) and the Master
      Servicer by the Depositor.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor securities administrator
      pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor trustee or successor
      securities administrator, as applicable, as provided in
      Section 9.08.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    SECTION
      9.08. Successor
      Trustee or Securities Administrator.

     

    Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 9.07 of this Agreement shall execute, acknowledge and deliver to
      the Depositor and its predecessor trustee or predecessor securities
      administrator an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor trustee or predecessor securities
      administrator shall become effective and such successor trustee or successor
      securities administrator without any further act, deed or conveyance, shall
      become fully vested with all the rights, powers, duties and obligations of
      its
      predecessor hereunder, with the like effect as if originally named as trustee
      or
      securities administrator herein. The predecessor trustee or predecessor
      securities administrator shall deliver to the successor trustee or successor
      securities administrator all Mortgage Loan Documents and related documents
      and
      statements to the extent held by it hereunder, as well as all monies, held
      by it
      hereunder, and the Depositor and the predecessor trustee or predecessor
      securities administrator shall execute and deliver such instruments and do
      such
      other things as may reasonably be required for more fully and certainly vesting
      and confirming in the successor trustee or successor securities administrator
      all such rights, powers, duties and obligations.

     

    No
      successor trustee or successor securities administrator shall accept appointment
      as provided in this Section unless at the time of such acceptance such
      successor trustee or successor securities administrator shall be eligible under
      the provisions of Section 9.06 and the appointment of such successor
      trustee or successor securities administrator shall not result in a downgrading
      of any Class of Certificates by any Rating Agency, as evidenced by a letter
      from
      each Rating Agency.

     

    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section, the Depositor shall mail notice
      of
      the succession of such trustee hereunder to all Holders of Certificates at
      their
      addresses as shown in the Certificate Register. If the Depositor fails to mail
      such notice within ten (10) days after acceptance of appointment by the
      successor trustee or successor securities administrator, the successor trustee
      or successor securities administrator shall cause such notice to be mailed
      at
      the expense of the Depositor.

     

    SECTION
      9.09. Merger
      or Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation or association into which the Trustee or the Securities
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Securities Administrator shall be
      a
      party, or any corporation or association succeeding to the business of the
      Trustee or the Securities Administrator shall be the successor of the Trustee
      or
      the Securities Administrator hereunder, provided such corporation or association
      shall be eligible under the provisions of Section 9.06 of this Agreement,
      without the execution or filing of any paper or any further act on the part
      of
      any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    SECTION
      9.10. Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of the REMIC I or property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees, jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of REMIC
      I, and to vest in such Person or Persons, in such capacity, and for the benefit
      of the Holders of the Certificates, such title to REMIC I, or any part thereof,
      and, subject to the other provisions of this Section 9.10, such powers,
      duties, obligations, rights and trusts as the Trustee may consider necessary
      or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 9.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 9.08
      hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      IX.
      Each separate trustee and co-trustee, upon its acceptance of the trust
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee, or separately,
      as
      may be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

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

     

    SECTION
      9.11. Appointment
      of Office or Agency.

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office located at Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, and presented for final distribution at the
      Corporate Trust Office of the Securities Administrator where notices and demands
      to or upon the Securities Administrator in respect of the Certificates and
      this
      Agreement may be served.

     

    SECTION
      9.12. Representations
      and Warranties.

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, the Servicers and the Depositor as applicable, as of the Closing
      Date, that:

     

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

     

    (ii) The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

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

     

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

     

    (v) It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

     

    (vi) No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      X

     

    TERMINATION

     

    SECTION
      10.01. Termination
      Upon Repurchase or Liquidation of All Mortgage Loans.

     

    (a) Subject
      to Section 10.02 of this Agreement, the respective obligations and
      responsibilities under this Agreement of the Depositor, the Master Servicer,
      the
      Securities Administrator, the Servicer and the Trustee (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 9.05
      of this Agreement and of the Servicers to make remittances to the Securities
      Administrator and the Securities Administrator to make payments in respect
      of
      the REMIC I Regular Interests, or the Classes of Certificates as hereinafter
      set
      forth) shall terminate upon payment to the Certificateholders and the deposit
      of
      all amounts held by or on behalf of the Trustee and required hereunder to be
      so
      paid or deposited on the Distribution Date coinciding with or following the
      earlier to occur of (i) the purchase by the Terminator (as defined below) of
      all
      Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final
      payment or other liquidation (or any advance with respect thereto) of the last
      Mortgage Loan or REO Property remaining in REMIC I; provided, however, that
      in
      no event shall the trust created hereby continue beyond the earlier of (i)
      the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late ambassador of the United States to the Court of
      St.
      James, living on the date hereof and (ii) the Last Scheduled Distribution Date.
      The purchase by the Terminator of all Mortgage Loans and each REO Property
      remaining in REMIC I shall be at a price (the “Termination Price”) equal to the
      sum of (i) the greater of (A) the aggregate Purchase Price of all the Mortgage
      Loans included in REMIC I, plus the appraised value of each REO Property, if
      any, included in REMIC I, such appraisal to be conducted by an appraiser
      mutually agreed upon by the Master Servicer and the Trustee in their reasonable
      discretion and (B) the aggregate fair market value of all of the assets of
      REMIC
      I (as determined by the Master Servicer and the Trustee, as of the close of
      business on the third Business Day next preceding the date upon which notice
      of
      any such termination is furnished to Certificateholders pursuant to the third
      paragraph of this Section 10.01), (ii) any amounts due and owing to the
      Swap Provider under the Swap Agreement as of the termination date plus (iii)
      any
      amounts due the Servicers and the Master Servicer in respect of unpaid Servicing
      Fees and outstanding P&I Advances and Servicing Advances. 

     

    (b) The
      Master Servicer or, if the Master Servicer fails to exercise such optional
      termination right, the first of either GMAC or Ocwen to fulfill the requirements
      set forth in this paragraph (either the Master Servicer, GMAC or Ocwen, the
      “Terminator”) shall have the right to purchase all of the Mortgage Loans and
      each REO Property remaining in REMIC I pursuant to clause (i) of the preceding
      paragraph no later than the Determination Date in the month immediately
      preceding the Distribution Date on which the Certificates will be retired;
      provided, however, that the Terminator may elect to purchase all of the Mortgage
      Loans and each REO Property remaining in REMIC I pursuant to clause (i) above
      only if the aggregate Scheduled Principal Balance of the Mortgage Loans and
      each
      REO Property remaining in the Trust Fund at the time of such election is reduced
      to less than or equal to 10% of the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans as of the Cut-off Date. By acceptance of the Residual
      Certificates, the Holder of the Residual Certificates agrees, in connection
      with
      any termination hereunder, to assign and transfer any portion of the Termination
      Price in excess of par, and to the extent received in respect of such
      termination, to pay any such amounts to the Holders of the Class CE-1
      Certificates. Notwithstanding the foregoing, the optional termination right
      may
      only be exercised by one of the Servicers if (1) such Servicer receives written
      notification from the Master Servicer that the Master Servicer will not exercise
      such optional termination right or (2) such Servicer does not receive such
      written notification from the Master Servicer, and the Master Servicer fails
      to
      exercise its optional termination right by the third Distribution Date following
      the date such right became exercisable; provided, however, in no event shall
      a
      Servicer exercise its optional termination right under (1) or (2) above unless
      it first provides written notice to the Authorized Officers of the Sponsor
      that
      it intends to exercise such optional termination right and such notice is
      received by the Sponsor prior to the Sponsor’s receipt of such notice from the
      other Servicers.

     

    (c) Notice
      of
      the liquidation of the Certificates shall be given promptly by the Securities
      Administrator by letter to the Certificateholders mailed (a) in the event such
      notice is given in connection with the purchase of the Mortgage Loans and each
      REO Property by the Master Servicer, not earlier than the 15th day and not
      later
      than the 25th day of the month next preceding the month of the final
      distribution on the Certificates or (b) otherwise during the month of such
      final
      distribution on or before the Determination Date in such month, in each case
      specifying (i) the Distribution Date upon which the Trust Fund will terminate
      and the final payment in respect of the REMIC I Regular Interests or the
      Certificates will be made upon presentation and surrender of the related
      Certificates at the office of the Securities Administrator therein designated,
      (ii) the amount of any such final payment, (iii) that no interest shall accrue
      in respect of the REMIC I Regular Interests or Certificates from and after
      the
      Interest Accrual Period relating to the final Distribution Date therefor and
      (iv) that the Record Date otherwise applicable to such Distribution Date is
      not
      applicable, payments being made only upon presentation and surrender of the
      Certificates at the office of the Securities Administrator. In the event such
      notice is given in connection with the purchase of all of the Mortgage Loans
      and
      each REO Property remaining in REMIC I by the Master Servicer, the Master
      Servicer shall deliver to the Securities Administrator for deposit in the
      Distribution Account not later than the Business Day prior to the Distribution
      Date on which the final distribution on the Certificates an amount in
      immediately available funds equal to the above-described Termination Price.
      The
      Securities Administrator shall remit to the Servicers, the Master Servicer,
      the
      Trustee and the Custodians from such funds deposited in the Distribution Account
      (i) any amounts which the Servicers would be permitted to withdraw and retain
      from the Collection Account pursuant to Section 3.09 of this Agreement as
      if such funds had been deposited therein (including all unpaid Servicing Fees,
      Master Servicing Fees and all outstanding P&I Advances and Servicing
      Advances) and (ii) any other amounts otherwise payable by the Securities
      Administrator to the Master Servicer, the Trustee, the Custodian, the Servicers
      and the Swap Provider from amounts on deposit in the Distribution Account
      pursuant to the terms of this Agreement prior to making any final distributions
      pursuant to Section 10.01(d) below. Upon certification to the Trustee by
      the Securities Administrator of the making of such final deposit, the Trustee
      shall promptly release or cause to be released to the Master Servicer the
      Mortgage Files for the remaining Mortgage Loans, and Trustee shall execute
      all
      assignments, endorsements and other instruments delivered to it and necessary
      to
      effectuate such transfer.

     

    (d) Upon
      presentation of the Certificates by the Certificateholders on the final
      Distribution Date, the Securities Administrator shall distribute to each
      Certificateholder so presenting and surrendering its Certificates the amount
      otherwise distributable on such Distribution Date in accordance with
      Section 5.01 in respect of the Certificates so presented and surrendered.
      Any funds not distributed to any Holder or Holders of Certificates being retired
      on such Distribution Date because of the failure of such Holder or Holders
      to
      tender their Certificates shall, on such date, be set aside and held in trust
      and credited to the account of the appropriate non-tendering Holder or Holders.
      If any Certificates as to which notice has been given pursuant to this
      Section 10.01 shall not have been surrendered for cancellation within six
      months after the time specified in such notice, the Securities Administrator
      shall mail a second notice to the remaining non-tendering Certificateholders
      to
      surrender their Certificates for cancellation in order to receive the final
      distribution with respect thereto. If within one year after the second notice
      all such Certificates shall not have been surrendered for cancellation, the
      Securities Administrator shall, directly or through an agent, mail a final
      notice to the remaining non-tendering Certificateholders concerning surrender
      of
      their Certificates. The costs and expenses of maintaining the funds in trust
      and
      of contacting such Certificateholders shall be paid out of the assets remaining
      in the trust funds. If within one (1) year after the final notice any such
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator shall pay to the Depositor all such amounts, and all rights of
      non-tendering Certificateholders in or to such amounts shall thereupon cease.
      No
      interest shall accrue or be payable to any Certificateholder on any amount
      held
      in trust by the Securities Administrator as a result of such Certificateholder’s
      failure to surrender its Certificate(s) on the final Distribution Date for
      final
      payment thereof in accordance with this Section 10.01. Any such amounts
      held in trust by the Securities Administrator shall be held uninvested in an
      Eligible Account.

     

    SECTION
      10.02. Additional
      Termination Requirements.

     

    (a) In
      the
      event that the Terminator purchases all the Mortgage Loans and each REO Property
      or the final payment on or other liquidation of the last Mortgage Loan or REO
      Property remaining in REMIC I pursuant to Section 10.01, the Trust Fund
      shall be terminated in accordance with the following additional
      requirements:

     

    (i) The
      Trustee shall specify the first day in the 90-day liquidation period in a
      statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury
      regulation Section 1.860F-1 and shall satisfy all requirements of a
      qualified liquidation under Section 860F of the Code and any regulations
      thereunder, as evidenced by an Opinion of Counsel obtained by and at the expense
      of the Terminator;

     

    (ii) During
      such 90-day liquidation period and, at or prior to the time of making of the
      final payment on the Certificates, the Trustee shall sell all of the assets
      of
      REMIC I to the Terminator for cash; and

     

    (iii) At
      the
      time of the making of the final payment on the Certificates, the Securities
      Administrator shall distribute or credit, or cause to be distributed or
      credited, to the Holders of the Residual Certificates all cash on hand in the
      Trust Fund (other than cash retained to meet claims), and the Trust Fund shall
      terminate at that time.

     

    (b) At
      the
      expense of the Terminator (or, if the Trust Fund is being terminated as a result
      of the occurrence of the event described in clause (ii) of the first paragraph
      of Section 10.01, at the expense of the Trust Fund), the Terminator shall
      prepare or cause to be prepared the documentation required in connection with
      the adoption of a plan of liquidation of each Trust REMIC pursuant to this
      Section 10.02.

     

    (c) By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Trustee to specify the 90-day liquidation period for each Trust REMIC, which
      authorization shall be binding upon all successor
      Certificateholders.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      XI

     

    REMIC
      PROVISIONS

     

    SECTION
      11.01. REMIC
      Administration.

     

    (a) The
      Trustee shall elect to treat each Trust REMIC as a REMIC under the Code and,
      if
      necessary, under applicable state law. Each such election will be made by the
      Securities Administrator on Form 1066 or other appropriate federal tax or
      information return or any appropriate state return for the taxable year ending
      on the last day of the calendar year in which the Certificates are issued.
      For
      the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular
      Interests shall be designated as the Regular Interests in REMIC I and the Class
      R-I Interest shall be designated as the Residual Interests in REMIC I. For
      the
      purposes of the REMIC election in respect of REMIC II, the Class R-II Interest
      shall be designated as the Regular Interests in REMIC II and the Class R-II
      Interest shall be designated as the Residual Interest in REMIC II. The Class
      A
      Certificates, the Mezzanine Certificates, the Class B-1 Certificates, the Class
      P Certificates, the Class CE-1 Certificates and the Class CE-2 Certificates
      (exclusive of any right to receive payments from the Reserve Fund) shall be
      designated as the Regular Interests in REMIC III and the Class R-III Interest
      shall be designated as the Residual Interests in REMIC III. The Trustee shall
      not permit the creation of any “interests” in each Trust REMIC (within the
      meaning of Section 860G of the Code) other than the REMIC I Regular
      Interests, REMIC II Regular Interests and the interests represented by the
      Certificates.

     

    (b) The
      Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
      within the meaning of Section 860G(a)(9) of the Code.

     

    (c) The
      Securities Administrator shall be reimbursed for any and all expenses relating
      to any tax audit of the Trust Fund (including, but not limited to, any
      professional fees or any administrative or judicial proceedings with respect
      to
      each Trust REMIC that involve the Internal Revenue Service or state tax
      authorities), including the expense of obtaining any tax related Opinion of
      Counsel except as specified herein. The Securities Administrator, as agent
      for
      each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund
      in relation to any tax matter or controversy involving any Trust REMIC and
      (ii)
      represent the Trust Fund in any administrative or judicial proceeding relating
      to an examination or audit by any governmental taxing authority with respect
      thereto. The holder of the largest Percentage Interest of each Class of Residual
      Certificates shall be designated, in the manner provided under Treasury
      regulations section 1.860F-4(d) and Treasury regulations section
      301.6231(a)(7)-1, as the tax matters person of the related REMIC created
      hereunder. By their acceptance thereof, the holder of the largest Percentage
      Interest of the Residual Certificates hereby agrees to irrevocably appoint
      the
      Securities Administrator or an Affiliate as its agent to perform all of the
      duties of the tax matters person for the Trust Fund.

     

    (d) The
      Securities Administrator shall prepare and file and the Trustee shall sign
      all
      of the Tax Returns in respect of each REMIC created hereunder. The expenses
      of
      preparing and filing such returns shall be borne by the Securities Administrator
      without any right of reimbursement therefor.

     

    (e) The
      Securities Administrator shall perform on behalf of each Trust REMIC all
      reporting and other tax compliance duties that are the responsibility of such
      REMIC under the Code, the REMIC Provisions or other compliance guidance issued
      by the Internal Revenue Service or any state or local taxing authority. Among
      its other duties, as required by the Code, the REMIC Provisions or other such
      compliance guidance, the Securities Administrator shall provide (i) to any
      Transferor of a Residual Certificate such information as is necessary for the
      application of any tax relating to the transfer of a Residual Certificate to
      any
      Person who is not a Permitted Transferee upon receipt of additional reasonable
      compensation, (ii) to the Certificateholders such information or reports as
      are
      required by the Code or the REMIC Provisions including reports relating to
      interest, original issue discount and market discount or premium (using the
      Prepayment Assumption as required) and (iii) to the Internal Revenue Service
      the
      name, title, address and telephone number of the person who will serve as the
      representative of each Trust REMIC. The Depositor shall provide or cause to
      be
      provided to the Securities Administrator, within ten (10) days after the Closing
      Date, all information or data that the Securities Administrator reasonably
      determines to be relevant for tax purposes as to the valuations and issue prices
      of the Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flow of the Certificates.

     

    (f) To
      the
      extent in the control of the Trustee or the Securities Administrator, each
      such
      Person (i) shall take such action and shall cause each REMIC created hereunder
      to take such action as shall be necessary to create or maintain the status
      thereof as a REMIC under the REMIC Provisions, (ii) shall not take any action,
      cause the Trust Fund to take any action or fail to take (or fail to cause to
      be
      taken) any action that, under the REMIC Provisions, if taken or not taken,
      as
      the case may be, could (A) endanger the status of each Trust REMIC as a REMIC
      or
      (B) result in the imposition of a tax upon the Trust Fund (including but not
      limited to the tax on prohibited transactions as defined in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth in Section 860G(d) of the Code) (either such event, an “Adverse REMIC
      Event”) unless such action or inaction is permitted under this Agreement or the
      Trustee and the Securities Administrator have received an Opinion of Counsel,
      addressed to the them (at the expense of the party seeking to take such action
      but in no event at the expense of the Trustee or the Securities Administrator)
      to the effect that the contemplated action will not, with respect to any Trust
      REMIC, endanger such status or result in the imposition of such a tax, nor
      (iii)
      shall the Securities Administrator take or fail to take any action (whether
      or
      not authorized hereunder) as to which the Trustee has advised it in writing
      that
      it has received an Opinion of Counsel to the effect that an Adverse REMIC Event
      could occur with respect to such action; provided that the Securities
      Administrator may conclusively rely on such Opinion of Counsel and shall incur
      no liability for its action or failure to act in accordance with such Opinion
      of
      Counsel. In addition, prior to taking any action with respect to any Trust
      REMIC
      or the respective assets of each, or causing any Trust REMIC to take any action,
      which is not contemplated under the terms of this Agreement, the Securities
      Administrator will consult with the Trustee or its designee, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any Trust REMIC, and the Securities Administrator shall not take
      any
      such action or cause any Trust REMIC to take any such action as to which the
      Trustee has advised it in writing that an Adverse REMIC Event could occur.
      The
      Trustee may consult with counsel to make such written advice, and the cost
      of
      same shall be home by the party seeking to take the action not permitted by
      this
      Agreement, but in no event shall such cost be an expense of the
      Trustee.

     

    (g) In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income
      from foreclosure property” of such REMIC as defined in Section 860G(c) of
      the Code, on any contributions to any such REMIC after the Startup Day therefor
      pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
      Code or any applicable provisions of state or local tax laws, such tax shall
      be
      charged (i) to the Trustee pursuant to Section 11.03 of this Agreement, if
      such tax arises out of or results from a breach by the Trustee of any of its
      obligations under this Article XI, (ii) to the Securities Administrator pursuant
      to Section 11.03 of this Agreement, if such tax arises out of or results
      from a breach by the Securities Administrator of any of its obligations under
      this Article XI, (iii) to the Master Servicer pursuant to Section 11.03 of
      this Agreement, if such tax arises out of or results from a breach by the Master
      Servicer of any of its obligations under Article IV or under this Article XI,
      (iv) to the related Servicer pursuant to Section 11.03 of this Agreement,
      if such tax arises out of or results from a breach by such Servicer of any
      of
      its obligations under Article III or under this Article XI, or (v) in all other
      cases, against amounts on deposit in the Distribution Account and shall be
      paid
      by withdrawal therefrom.

     

    (h) The
      Securities Administrator shall, for federal income tax purposes, maintain books
      and records with respect to each Trust REMIC on a calendar year and on an
      accrual basis.

     

    (i) Following
      the Startup Day, neither the Securities Administrator nor the Trustee shall
      accept any contributions of assets to any Trust REMIC other than in connection
      with any Qualified Substitute Mortgage Loan delivered in accordance with
      Section 2.03 unless it shall have received an Opinion of Counsel to the
      effect that the inclusion of such assets in the Trust Fund will not cause the
      related REMIC to fail to qualify as a REMIC at any time that any Certificates
      are outstanding or subject such REMIC to any tax under the REMIC Provisions
      or
      other applicable provisions of federal, state and local law or
      ordinances.

     

    (j) Neither
      the Trustee nor the Securities Administrator shall knowingly enter into any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor permit either REMIC to receive any income from assets other
      than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    (k) The
      Securities Administrator shall apply for an employer identification number
      with
      the Internal Revenue Service via a Form SS-4 or other comparable method for
      each
      REMIC. In connection with the foregoing, the Securities Administrator shall
      provide the name and address of the person who can be contacted to obtain
      information required to be reported to the holders of Regular Interests in
      each
      REMIC as required by IRS Form 8811.

     

    SECTION
      11.02. Prohibited
      Transactions and Activities.

     

    None
      of
      the Depositor, the Servicers, the Securities Administrator, the Master Servicer
      or the Trustee shall sell, dispose of or substitute for any of the Mortgage
      Loans (except in connection with (i) the foreclosure of a Mortgage Loan,
      including but not limited to, the acquisition or sale of a Mortgaged Property
      acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii)
      the termination of REMIC I pursuant to Article X of this Agreement, (iv) a
      substitution pursuant to Article II of this Agreement or (v) a purchase of
      Mortgage Loans pursuant to Article II of this Agreement), nor acquire any assets
      for any Trust REMIC (other than REO Property acquired in respect of a defaulted
      Mortgage Loan), nor sell or dispose of any investments in the Collection Account
      or the Distribution Account for gain, nor accept any contributions to any Trust
      REMIC after the Closing Date (other than a Qualified Substitute Mortgage Loan
      delivered in accordance with Section 2.03), unless it has received an
      Opinion of Counsel, addressed to the Trustee and the Securities Administrator
      (at the expense of the party seeking to cause such sale, disposition,
      substitution, acquisition or contribution but in no event at the expense of
      the
      Trustee) that such sale, disposition, substitution, acquisition or contribution
      will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b)
      cause any Trust REMIC to be subject to a tax on “prohibited transactions” or
“contributions” pursuant to the REMIC Provisions.

     

    SECTION
      11.03. Indemnification.

     

    (a) The
      Trustee agrees to be liable for any taxes and costs incurred by the Trust Fund,
      the Depositor, the Master Servicer, the Securities Administrator or the
      Servicers including, without limitation, any reasonable attorneys fees imposed
      on or incurred by the Trust Fund, the Depositor, the Master Servicer, the
      Securities Administrator or the Servicer as a result of the Trustee’s failure to
      perform its covenants set forth in this Article XI in accordance with the
      standard of care of the Trustee set forth in this Agreement.

     

    (b) GMAC
      agrees to indemnify the Trust Fund, the Depositor, Ocwen, the Master Servicer,
      the Securities Administrator and the Trustee for any taxes and costs including
      any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
      Depositor, the Master Servicer, the Securities Administrator or the Trustee,
      as
      a result of GMAC’s failure to perform its covenants set forth in Article III in
      accordance with the standard of care of GMAC set forth in this
      Agreement.

     

    (c) Ocwen
      agrees to indemnify the Trust Fund, the Depositor, GMAC, the Master Servicer,
      the Securities Administrator and the Trustee for any taxes and costs including
      any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
      Depositor, the Master Servicer, the Securities Administrator or the Trustee,
      as
      a result of a Ocwen’s failure to perform its covenants set forth in Article III
      in accordance with the standard of care of Ocwen set forth in this
      Agreement.

     

    (d) The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Servicers
      and the Trustee for any taxes and costs including any reasonable attorneys’ fees
      imposed on or incurred by the Trust Fund, the Depositor, the Servicers or the
      Trustee, as a result of the Master Servicer’s failure to perform its covenants
      set forth in Article IV in accordance with the standard of care of the Master
      Servicer set forth in this Agreement.

     

    (e) The
      Securities Administrator agrees to be liable for any taxes and costs incurred
      by
      the Trust Fund, the Depositor, the Servicers or the Trustee including any
      reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
      Depositor, the Servicers or the Trustee as a result of the Securities
      Administrator’s failure to perform its covenants set forth in this Article XI in
      accordance with the standard of care of the Securities Administrator set forth
      in this Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      XII

     

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      12.01. Amendment.

     

    This
      Agreement may be amended from time to time by the Depositor, each Servicer,
      the
      Master Servicer, the Securities Administrator and the Trustee, but without
      the
      consent of any of the Certificateholders, (i) to cure any ambiguity or defect,
      (ii) to correct, modify or supplement any provisions herein (including to give
      effect to the expectations of Certificateholders), (iii) to ensure compliance
      with Regulation AB or (iv) to make any other provisions with respect to matters
      or questions arising under this Agreement which shall not be inconsistent with
      the provisions of this Agreement and that such action shall not, as evidenced
      by
      an Opinion of Counsel delivered to the Trustee, adversely affect in any material
      respect the interests of any Certificateholder; provided that any such amendment
      shall be deemed not to adversely affect in any material respect the interests
      of
      the Certificateholders and no such Opinion of Counsel shall be required if
      the
      Person requesting such amendment obtains a letter from each Rating Agency
      stating that such amendment would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Certificates. No amendment shall
      be
      deemed to adversely affect in any material respect the interests of any
      Certificateholder who shall have consented thereto, and no Opinion of Counsel
      shall be required to address the effect of any such amendment on any such
      consenting Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, each Servicer,
      the Master Servicer, the Securities Administrator and the Trustee with the
      consent of the Swap Provider and the Holders of Certificates entitled to at
      least 66% of the Voting Rights for the purpose of adding any provisions to
      or
      changing in any manner or eliminating any of the provisions of this Agreement
      or
      of modifying in any manner the rights of the Holders of Certificates; provided,
      however, that no such amendment shall (i) reduce in any manner the amount of,
      or
      delay the timing of, payments received on Mortgage Loans which are required
      to
      be distributed on any Certificate without the consent of the Holder of such
      Certificate, (ii) adversely affect in any material respect the interests of
      the
      Holders of any Class of Certificates in a manner, other than as described in
      (i), without the consent of the Holders of Certificates of such Class evidencing
      at least 66% of the Voting Rights allocated to such Class, or (iii) modify
      the
      consents required by the immediately preceding clauses (i) and (ii) without
      the
      consent of the Holders of all Certificates then outstanding. Notwithstanding
      any
      other provision of this Agreement, for purposes of the giving or withholding
      of
      consents pursuant to this Section 12.01, Certificates registered in the
      name of the Depositor or a Servicer or any Affiliate thereof shall be entitled
      to Voting Rights with respect to matters affecting such Certificates. Without
      limiting the generality of the foregoing, any amendment to this Agreement
      required in connection with the compliance with or the clarification of any
      reporting obligations described in Section 5.06 hereof shall not require
      the consent of any Certificateholder and without the need for any Opinion of
      Counsel or Rating Agency confirmation.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel to the effect that such amendment is permitted hereunder and will not
      result in the imposition of any tax on any Trust REMIC pursuant to the REMIC
      Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time
      that any Certificates are outstanding and that such amendment is authorized
      or
      permitted by this Agreement.

     

    Promptly
      after the execution of any such amendment the Trustee shall furnish a copy
      of
      such amendment to each Certificateholder.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 12.01 to approve the particular form of any proposed amendment, but
      it shall be sufficient if such consent shall approve the substance thereof.
      The
      manner of obtaining such consents and of evidencing the authorization of the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trustee may prescribe.

     

    The
      cost
      of any Opinion of Counsel to be delivered pursuant to this Section 12.01
      shall be borne by the Person seeking the related amendment, but in no event
      shall such Opinion of Counsel be an expense of the Trustee.

     

    The
      Trustee may, but shall not be obligated to enter into any amendment pursuant
      to
      this Section that affects its rights, duties and immunities under this
      Agreement or otherwise.

     

    SECTION
      12.02. Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Depositor at the expense
      of
      the Certificateholders, but only upon direction of the Trustee accompanied
      by an
      Opinion of Counsel to the effect that such recordation materially and
      beneficially affects the interests of the Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    SECTION
      12.03. Limitation
      on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as expressly provided
      for
      herein) or in any manner otherwise control the operation and management of
      the
      Trust Fund, or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of any of the Certificates, be construed
      so
      as to constitute the Certificateholders from time to time as partners or members
      of an association; nor shall any Certificateholder be under any liability to
      any
      third person by reason of any action taken by the parties to this Agreement
      pursuant to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall have made written request
      upon the Trustee to institute such action, suit or proceeding in its own name
      as
      Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee, for 15 days after its receipt
      of
      such notice, request and offer of indemnity, shall have neglected or refused
      to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder. and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatsoever by virtue of any provision of
      this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder, or to enforce any right under this Agreement, except
      in the manner herein provided and for the equal, ratable and common benefit
      of
      all Certificateholders. For the protection and enforcement of the provisions
      of
      this Section, each and every Certificateholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

     

    SECTION
      12.04. Governing
      Law.

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws without regard to conflicts of laws
      principles thereof other than Section 5-1401 of the New York General Obligations
      Law which shall govern.

     

    SECTION
      12.05. Notices.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when received if sent by facsimile, receipt
      confirmed, if personally delivered at or mailed by first class mail, postage
      prepaid, or by express delivery service or delivered in any other manner
      specified herein, to (a) in the case of the Depositor, ACE Securities Corp.,
      AMACAR GROUP, 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina
      28211, Attention: Juliana Johnson (telecopy number: (704) 365-1362), or such
      other address or telecopy number as may hereafter be furnished to the Servicers,
      the Master Servicer, the Securities Administrator and the Trustee in writing
      by
      the Depositor, (b) in the case of the Ocwen, Ocwen Loan Servicing, LLC, 1661
      Worthington Road, Centrepark West, Suite 100, West Palm Beach, Florida 33409,
      Attention: Secretary (telecopy number: (561) 682-8177), or such other address
      or
      telecopy number as may hereafter be furnished to GMAC, the Trustee, the Master
      Servicer, the Securities Administrator, GMAC Mortgage Corporation, and the
      Depositor in writing by Ocwen, (c) in the case of GMAC, 100
      Witmer Road, Horsham, Pennsylvania 19044,
      or such
      other address or telecopy number as may hereafter be furnished to Ocwen, the
      Trustee, the Master Servicer, the Securities Administrator and the Depositor
      in
      writing by GMAC, (d) in the case of the Master Servicer and the Securities
      Administrator, P.O. Box 98, Columbia, Maryland 21046 and for overnight delivery
      to 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Ace Securities
      Corp., 2006-SL1 (telecopy number: (410) 715-2380), or such other address or
      telecopy number as may hereafter be furnished to the Trustee, the Depositor
      and
      the Servicers in writing by the Master Servicer or the Securities Administrator
      and (e) in the case of the Trustee, at the Corporate Trust Office or such other
      address or telecopy number as the Trustee may hereafter be furnish to the
      Servicers, the Master Servicer, the Securities Administrator and the Depositor
      in writing by the Trustee. Any notice required or permitted to be given to
      a
      Certificateholder shall be given by first class mail, postage prepaid, at the
      address of such Holder as shown in the Certificate Register. Any notice so
      mailed within the time prescribed in this Agreement shall be conclusively
      presumed to have been duly given when mailed, whether or not the
      Certificateholder receives such notice. A copy of any notice required to be
      telecopied hereunder also shall be mailed to the appropriate party in the manner
      set forth above.

     

    SECTION
      12.06. Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    SECTION
      12.07. Notice
      to Rating Agencies.

     

    The
      Trustee shall use its best efforts promptly to provide notice to the Rating
      Agencies with respect to each of the following of which a Responsible Officer
      has actual knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    2. The
      occurrence of any Servicer Event of Default or Master Servicer Event of Default
      that has not been cured or waived;

     

    3. The
      resignation or termination of a Servicer, the Master Servicer or the
      Trustee;

     

    4. The
      repurchase or substitution of Mortgage Loans pursuant to or as contemplated
      by
      Section 2.03 of this Agreement;

     

    5. The
      final
      payment to the Holders of any Class of Certificates;

     

    6. Any
      change in the location of the Distribution Account; and

     

    7. Any
      event
      that would result in the inability of the Trustee as successor Servicer to
      make
      advances regarding delinquent Mortgage Loans.

     

    In
      addition, the Securities Administrator shall promptly make available to each
      Rating Agency copies of each report to Certificateholders described in
      Section 5.02 of this Agreement.

     

    Each
      Servicer shall make available to each Rating Agency copies of the
      following:

     

    1. Each
      Annual Statement of Compliance described in Section 3.17 of this Agreement;
      and

     

    2. Each
      Assessment of Compliance and Attestation Report described in
      Section 3.18.

     

    Any
      such
      notice pursuant to this Section 12.07 shall be in writing and shall be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, postage prepaid, or by express delivery service to Standard &
Poor’s, a division of the McGraw-Hill Companies, Inc., 55 Water Street, New
      York, New York 10041; and to Moody’s Investors Service, Inc., 99 Church Street,
      New York, New York 10007 or such other addresses as the Rating Agencies may
      designate in writing to the parties hereto.

     

    SECTION
      12.08. Article
      and Section References.

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    SECTION
      12.09. Grant
      of Security Interest.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Depositor to the Trustee, on behalf of the Trust and for the benefit
      of
      the Certificateholders, be, and be construed as, a sale of the Mortgage Loans
      by
      the Depositor and not a pledge of the Mortgage Loans to secure a debt or other
      obligation of the Depositor. However, in the event that, notwithstanding the
      aforementioned intent of the parties, the Mortgage Loans are held to be property
      of the Depositor, then, (a) it is the express intent of the parties that such
      conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
      Trustee, on behalf of the Trust and for the benefit of the Certificateholders,
      to secure a debt or other obligation of the Depositor and (b)(1) this Agreement
      shall also be deemed to be a security agreement within the meaning of Articles
      8
      and 9 of the Uniform Commercial Code as in effect from time to time in the
      State
      of New York; (2) the conveyance provided for in Section 2.01 shall be
      deemed to be a grant by the Depositor to the Trustee, on behalf of the Trust
      and
      for the benefit of the Certificateholders, of a security interest in all of
      the
      Depositor’s right, title and interest in and to the Mortgage Loans and all
      amounts payable to the holders of the Mortgage Loans in accordance with the
      terms thereof and all proceeds of the conversion, voluntary or involuntary,
      of
      the foregoing into cash, instruments, securities or other property, including
      without limitation all amounts, other than investment earnings, from time to
      time held or invested in the Collection Account and the Distribution Account,
      whether in the form of cash, instruments, securities or other property; (3)
      the
      obligations secured by such security agreement shall be deemed to be all of
      the
      Depositor’s obligations under this Agreement, including the obligation to
      provide to the Certificateholders the benefits of this Agreement relating to
      the
      Mortgage Loans and the Trust Fund; and (4) notifications to persons holding
      such
      property, and acknowledgments, receipts or confirmations from persons holding
      such property, shall be deemed notifications to, or acknowledgments, receipts
      or
      confirmations from, financial intermediaries, bailees or agents (as applicable)
      of the Trustee for the purpose of perfecting such security interest under
      applicable law. Accordingly, the Depositor hereby grants to the Trustee, on
      behalf of the Trust and for the benefit of the Certificateholders, a security
      interest in the Mortgage Loans and all other property described in clause (2)
      of
      the preceding sentence, for the purpose of securing to the Trustee the
      performance by the Depositor of the obligations described in clause (3) of
      the
      preceding sentence. Notwithstanding the foregoing, the parties hereto intend
      the
      conveyance pursuant to Section 2.01 to be a true, absolute and
      unconditional sale of the Mortgage Loans and assets constituting the Trust
      Fund
      by the Depositor to the Trustee, on behalf of the Trust and for the benefit
      of
      the Certificateholders.

     

    SECTION
      12.10. Survival
      of Indemnification.

     

    Any
      and
      all indemnities to be provided by any party to this Agreement shall survive
      the
      termination and resignation of any party hereto and the termination of this
      Agreement.

     

    SECTION
      12.11. Intention
      of the Parties and Interpretation.
      Each of
      the parties acknowledges and agrees that the purpose of Sections 3.17, 3.18,
      3.19, 4.15, 4.16, 4.17, 4.18 and 5.06 of this Agreement is to facilitate
      compliance by the Sponsor, the Master Servicer, the Securities Administrator
      and
      the Depositor with the provisions of Regulation AB promulgated by the 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 SEC from time to time. Therefore, each of the parties
      agrees that (a) the obligations of the parties hereunder shall be interpreted
      in
      such a manner as to accomplish that purpose, (b) the parties’ obligations
      hereunder will be supplemented and modified as necessary to be consistent with
      any such amendments, interpretive advice or guidance, convention or consensus
      among active participants in the asset-backed securities markets, advice of
      counsel, or otherwise in respect of the requirements of Regulation AB, (c)
      the
      parties shall comply with requests made by the Sponsor or the Depositor for
      delivery of additional or different information as the Sponsor or the Depositor
      may determine in good faith is necessary to comply with the provisions of
      Regulation AB, and (d) no amendment of this Agreement shall be required to
      effect any such changes in the parties’ obligations as are necessary to
      accommodate evolving interpretations of the provisions of Regulation
      AB. 

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    



    IN
      WITNESS WHEREOF, the Depositor, the Servicers, the Master Servicer, the
      Securities Administrator and the Trustee have caused their names to be signed
      hereto by their respective officers thereunto duly authorized, in each case
      as
      of the day and year first above written.

     

    ACE
      SECURITIES CORP.,

    as
      Depositor

     

    By:
      ___________________________

    Name:
      

    Title:
      

     

    By:
      ___________________________

    Name:
      

    Title:
      

     

    OCWEN
      LOAN SERVICING, LLC

    as
      a
      Servicer

     

    By:
      ___________________________

    Name:
      

    Title:
      

     

    GMAC
      MORTGAGE CORPORATION

    as
      a
      Servicer

     

     

    By:
      ___________________________

    Name:
      

    Title:
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    not
      in
      its individual capacity but solely as Trustee

     

    By:
      ___________________________

    Name:
      

    Title:
      

     

    WELLS
      FARGO BANK, N.A.

    as
      Master
      Servicer and Securities Administrator

     

    By:
      ___________________________ 

    Name:
      

    Title:
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Acknowledged
      and Agreed for purposes of Section 7.11 and Section
      9.05:

    DB
      STRUCTURED PRODUCTS, INC.

     

    By:
      ___________________________

    Name:
      

    Title:
      

     

    By:
      ___________________________ 

    Name:
      

    Title:
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Acknowledged
      and Agreed for purposes of Section 7.08, 7.09 and
      7.10:

    CLAYTON
      FIXED INCOME SERVICES INC. 

     

    By:
      ___________________________

    Name:
      

    Title:
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            
	 	 


    

     

    On
      the
      ___ day of January 2006, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of ACE Securities Corp., one of the corporations that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    

      
        	 	 
	 	
                Notary
                  Public

              


      

    

     

    [Notarial
      Seal]     My
      commission expires

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                STATE
                  OF

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF

              	
                )

              
	 	 


      

       

    

    On
      the
      ___ day of January 2006, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of ACE Securities Corp., one of the corporations that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      

        
          	 	 
	 	
                  Notary
                    Public

                


        

      

       

    

     

    [Notarial
      Seal]     My
      commission expires

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  STATE
                    OF

                	
                  )

                
	 	
                  )
                    ss.:

                
	
                  COUNTY
                    OF

                	
                  )

                
	 	 


        

         

      

    

    On
      the
      ___ day of January 2006, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of Ocwen Loan Servicing, LLC, one of the limited liability
      companies that executed the within instrument, and also known to me to be the
      person who executed it on behalf of said limited liability company, and
      acknowledged to me that such federally chartered savings bank executed the
      within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      
        

          
            	 	 
	 	
                    Notary
                      Public

                  


          

        

         

      

    

    [Notarial
      Seal]     My
      commission expires

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          
            	
                    STATE
                      OF

                  	
                    )

                  
	 	
                    )
                      ss.:

                  
	
                    COUNTY
                      OF

                  	
                    )

                  
	 	 


          

           

        

      

    

    On
      the
      ___ day of January 2006, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of GMAC Mortgage Corporation, one of the limited
      partnerships that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of said corporation, and acknowledged to me
      that such limited partnership executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      

        
          	 	 
	 	
                  Notary
                    Public

                


        

      

       

    

     

    [Notarial
      Seal]     My
      commission expires

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      
        
          
            
              	
                      STATE
                        OF

                    	
                      )

                    
	 	
                      )
                        ss.:

                    
	
                      COUNTY
                        OF

                    	
                      )

                    
	 	 


            

             

          

        

      

    

    On
      the
      ___ day of January 2006, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of Wells Fargo Bank, N.A., one of the national banking
      associations that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of said national banking association, and
      acknowledged to me that such national banking association executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      
        

          
            	 	 
	 	
                    Notary
                      Public

                  


          

        

         

      

    

     

    [Notarial
      Seal]     My
      commission expires

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

      
        
          
            
              	
                      STATE
                        OF

                    	
                      )

                    
	 	
                      )
                        ss.:

                    
	
                      COUNTY
                        OF

                    	
                      )

                    
	 	 


            

             

          

        

      

    

    On
      the
      ___ day of January 2006, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of HSBC Bank USA, National Association, one of the
      national banking associations that executed the within instrument, and also
      known to me to be the person who executed it on behalf of said national banking
      association, and acknowledged to me that such national banking association
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      
        

          
            	 	 
	 	
                    Notary
                      Public

                  


          

        

         

      

    

     

    [Notarial
      Seal]     My
      commission expires

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      EXHIBIT
        A-1

       

      FORM
        OF
        CLASS A CERTIFICATE

       

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

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

       

      PRIOR
        TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
        A
        CERTIFICATE DIRECTLY OR INDIRECTLY BY, ON BEHALF OF, OR WITH PLAN ASSETS
        OF AN
        EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO
        TITLE I
        OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
        4975 OF THE CODE, SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
        6.02(c) OF THE POOLING AND SERVICING AGREEMENT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Series
                  2006-SL1, Class A

              	 	
                Aggregate
                  Certificate Principal Balance of the Class A Certificates as of
                  the Issue
                  Date: $_____________

              
	 	 	 
	
                Pass-Through
                  Rate: Variable

              	 	
                Denomination:
                  $____________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date: January 1,
                  2006

              	 	
                Master
                  Servicer: Wells Fargo Bank, N.A.

              
	 	 	 
	
                First
                  Distribution Date: February 25, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.__

              	 	
                Issue
                  Date: January 27, 2006

              
	 	 	 
	 	 	
                CUSIP:________________

              


      

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       

      ACE
        SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SL1

      ASSET
        BACKED PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed-rate second
        lien
        mortgage loans (the “Mortgage Loans”) formed and sold by

       

      ACE
        SECURITIES CORP.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
        CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICERS,
        THE
        TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
        THE
        UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
        OF THE
        UNITED STATES.

       

      This
        certifies that ________________ is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class A Certificates as of the Issue
        Date)
        in that certain beneficial ownership interest evidenced by all of the Class
        A
        Certificates in REMIC III created pursuant to a Pooling and Servicing Agreement,
        dated as specified above (the “Agreement”), among ACE Securities Corp., as
        depositor (hereinafter called the “Depositor”, which term includes any successor
        entity under the Agreement), Wells Fargo Bank, N.A. as master servicer (the
        “Master Servicer”) and securities administrator (the “Securities
        Administrator”), GMAC Mortgage Corporation as a servicer (“GMAC”), Ocwen Loan
        Servicing, LLC as a servicer (“Ocwen,” together with GMAC, each a “Servicer” and
        together the “Servicers”) and HSBC Bank USA, National Association as trustee
        (the “Trustee”), a summary of certain of the pertinent provisions of which is
        set forth hereafter. To the extent not defined herein, the capitalized terms
        used herein have the meanings assigned in the Agreement. This Certificate
        is
        issued under and is subject to the terms, provisions and conditions of the
        Agreement, to which Agreement the Holder of this Certificate by virtue of
        the
        acceptance hereof assents and by which such Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following such 25th
        day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered on the Business
        Day
        immediately preceding such Distribution Date (the “Record Date”), in an amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amount required to be distributed to the Holders of Class A Certificates
        on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five (5) Business Days prior to the Record Date immediately prior to
        such
        Distribution Date and is the registered owner of Class A Certificates the
        aggregate initial Certificate Principal Balance of which is in excess of
        the
        lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
        Principal Balance of the Class A Certificates, or otherwise by check mailed
        by
        first class mail to the address of the Person entitled thereto, as such name
        and
        address shall appear on the Certificate Register. Notwithstanding the above,
        the
        final distribution on this Certificate will be made after due notice by the
        Securities Administrator of the pendency of such distribution and only upon
        presentation and surrender of this Certificate at the office or agency appointed
        by the Securities Administrator for that purpose as provided in the
        Agreement.

       

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall be a rate per annum equal
        to
        the lesser of (i) One-Month LIBOR plus [_____]%, in the case of each
        Distribution Date through and including the Distribution Date on which the
        aggregate principal balance of the Mortgage Loans (and properties acquired
        in
        respect thereof) remaining in the Trust Fund is reduced to less than or equal
        to
        10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
        Date, or One-Month LIBOR plus [_____]%, in the case of any Distribution Date
        thereafter and (ii) the applicable Net WAC Pass-Through Rate for such
        Distribution Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificate of the Series specified on the face
        hereof
        (herein called the “Certificates”) and representing a Percentage Interest in the
        Class of Certificates specified on the face hereof equal to the denomination
        specified on the face hereof divided by the aggregate Certificate Principal
        Balance of the Class of Certificates specified on the face hereof.

       

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


       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trustee, the Securities Administrator, the Servicers
        and
        the rights of the Certificateholders under the Agreement at any time by the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator
        and
        the Servicers with the consent of the Swap Provider and the Holders of
        Certificates entitled to at least 66% of the Voting Rights. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in exchange herefor or in lieu hereof whether
        or not
        notation of such consent is made upon this Certificate. The Agreement also
        permits the amendment thereof, in certain limited circumstances, without
        the
        consent of the Holders of any of the Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Securities Administrator as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Securities
        Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations evidencing the same aggregate Percentage
        Interest will be issued to the designated transferee or
        transferees.

       

      Prior
        to
        the termination of the Supplemental Interest Trust, any transfer of this
        Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person
        acting, directly or indirectly, on behalf of any such Plan or any person
        using
        Plan Assets to acquire this Certificate by its acceptance thereof shall be
        deemed to make the representations in Section 6.02(c) of the
        Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange
        of
        Certificates, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge that may be imposed
        in
        connection with any transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
        the
        Securities Administrator or a Servicer may treat the Person in whose name
        this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan remaining
        in
        REMIC I and (ii) the purchase by the party designated in the Agreement at
        a
        price determined as provided in the Agreement from REMIC I of all the Mortgage
        Loans and all property acquired in respect of such Mortgage Loans. The Agreement
        permits, but does not require, the party designated in the Agreement to purchase
        from REMIC I all the Mortgage Loans and all property acquired in respect
        of any
        Mortgage Loan at a price determined as provided in the Agreement. The exercise
        of such right will effect early retirement of the Certificates; however,
        such
        right to purchase is subject to the aggregate Scheduled Principal Balance
        of the
        Mortgage Loans (and properties acquired in respect thereof) at the time of
        purchase being less than or equal to 10% of the aggregate principal balance
        of
        the Mortgage Loans as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        neither the Trustee nor the Securities Administrator assumes any responsibility
        for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



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

       

      Dated:

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              
	 	 	 	 	 	 	 	 	 


      

      


      


       

      CERTIFICATE
        OF AUTHENTICATION

       

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

       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                  Custodian  

                _______________    

                (Cust)
                  (Minor)

                under
                  Uniform Gifts 

                to
                  Minors Act

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                ________________

                (State)

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right 

                if
                  survivorship and not as 

                tenants
                  in common

              	 	 
	 	 	 	 
	
                Additional
                  abbreviations may also be used though not in the above
                  list.

              


      

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  

              
	
                unto

              	 
	 	 
	 	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee)

       

      a
        Percentage Interest equal to ____%
        evidenced by the within Asset Backed Pass-Through Certificate and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ________________________________________________

      
        	 	 	
                .

              


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-2A

       

      FORM
        OF
        CLASS M-[1A][2][3] CERTIFICATE

       

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

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED
        IN THE AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE IS SUBORDINATE TO THE
        CLASS A CERTIFICATES [[,/AND] CLASS M-1A CERTIFICATES, CLASS M-1B CERTIFICATES
        [,/AND] CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED
        TO HEREIN.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
        SET
        FORTH IN SECTION 6.02(c) OF THE AGREEMENT REFERRED TO
        HEREIN.

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
        IN
        THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
        OF
        THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
        BE
        DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
        MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
        ADMINISTRATOR NAMED HEREIN.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Series
                  2006-SL1, Class M-[1A][2][3]

              	 	
                Aggregate
                  Certificate Principal Balance of the Class M-[1A][2][3] Certificates
                  as of
                  the Issue Date: $______________

              
	 	 	 
	
                Pass-Through
                  Rate: Fixed

              	 	
                Denomination:
                  $______________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement 

                and
                  Cut-off Date: January 1, 2006

              	 	
                Master
                  Servicer: Wells Fargo Bank, N.A.

              
	 	 	 
	
                First
                  Distribution Date: February 25, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.___

              	 	
                Issue
                  Date: January 27, 2006

              
	 	 	 
	 	 	
                CUSIP:_________________

              


      

      


      ACE
        SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SL1

      ASSET
        BACKED PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed -rate second
        lien
        mortgage loans (the “Mortgage Loans”) formed and sold by

       

      ACE
        SECURITIES CORP.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
        CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICERS,
        THE
        TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
        THE
        UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
        OF THE
        UNITED STATES.

       

      This
        certifies that _____________________ is the registered owner of a Percentage
        Interest (obtained by dividing the denomination of this Certificate by the
        aggregate Certificate Principal Balance of the Class M-[1A][2][3] Certificates
        as of the Issue Date) in that certain beneficial ownership interest evidenced
        by
        all the Class M-[1A][2][3] Certificates in REMIC III created pursuant to
        a
        Pooling and Servicing Agreement, dated as specified above (the “Agreement”),
        among ACE Securities Corp., as depositor (hereinafter called the “Depositor”,
        which term includes any successor entity under the Agreement), Wells Fargo
        Bank,
        N.A. as master servicer (the “Master Servicer”) and securities administrator
        (the “Securities Administrator”), GMAC Mortgage Corporation as a servicer
        (“GMAC”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen,” together with GMAC,
        each a “Servicer” and together the “Servicers”) and HSBC Bank USA, National
        Association, as trustee (the “Trustee”), a summary of certain of the pertinent
        provisions of which is set forth hereafter. To the extent not defined herein,
        the capitalized terms used herein have the meanings assigned in the Agreement.
        This Certificate is issued under and is subject to the terms, provisions
        and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following such 25th
        day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered on the last Business
        Day of the month immediately preceding the month in which such Distribution
        Date
        occurs (the “Record Date”), in an amount equal to the product of the Percentage
        Interest evidenced by this Certificate and the amount required to be distributed
        to the Holders of Class M-[1A][2][3] Certificates on such Distribution Date
        pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five (5) Business Days prior to the Record Date immediately prior to
        such
        Distribution Date and is the registered owner of Class M-[1A][2][3] Certificates
        the aggregate initial Certificate Principal Balance of which is in excess
        of the
        lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
        Principal Balance of the Class M-[1A][2][3] Certificates, or otherwise by
        check
        mailed by first class mail to the address of the Person entitled thereto,
        as
        such name and address shall appear on the Certificate Register. Notwithstanding
        the above, the final distribution on this Certificate will be made after
        due
        notice by the Securities Administrator of the pendency of such distribution
        and
        only upon presentation and surrender of this Certificate at the office or
        agency
        appointed by the Securities Administrator for that purpose as provided in
        the
        Agreement.

       

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) [____]% in the case of each Distribution Date through
        and including the Distribution Date on which the aggregate principal balance
        of
        the Mortgage Loans (and properties acquired in respect thereof) remaining
        in the
        Trust Fund is reduced to less than or equal to 10% of the aggregate principal
        balance of the Mortgage Loans as of the Cut-off Date, or [_____]%, in the
        case
        of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through
        Rate for such Distribution Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificate of the Series specified on the face
        hereof
        (herein called the “Certificates”) and representing a Percentage Interest in the
        Class of Certificates specified on the face hereof equal to the denomination
        specified on the face hereof divided by the aggregate Certificate Principal
        Balance of the Class of Certificates specified on the face hereof.

       

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


       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trustee, the Securities Administrator, the Servicers
        and
        the rights of the Certificateholders under the Agreement at any time by the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator
        and
        the Servicers with the consent of the Swap Provider and the Holders of
        Certificates entitled to at least 66% of the Voting Rights. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in exchange herefor or in lieu hereof whether
        or not
        notation of such consent is made upon this Certificate. The Agreement also
        permits the amendment thereof, in certain limited circumstances, without
        the
        consent of the Holders of any of the Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Securities Administrator as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Securities
        Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations evidencing the same aggregate Percentage
        Interest will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same.

       

      Any
        transferee of this Certificate shall be deemed to make the representations
        set
        forth in Section 6.02(c) of the Agreement.

       

      No
        service charge will be made for any such registration of transfer or exchange
        of
        Certificates, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge that may be imposed
        in
        connection with any transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
        the
        Securities Administrator or a Servicer may treat the Person in whose name
        this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan remaining
        in
        REMIC I and (ii) the purchase by the party designated in the Agreement at
        a
        price determined as provided in the Agreement from REMIC I of all the Mortgage
        Loans and all property acquired in respect of such Mortgage Loans. The Agreement
        permits, but does not require, the party designated in the Agreement to purchase
        from REMIC I all the Mortgage Loans and all property acquired in respect
        of any
        Mortgage Loan at a price determined as provided in the Agreement. The exercise
        of such right will effect early retirement of the Certificates; however,
        such
        right to purchase is subject to the aggregate Scheduled Principal Balance
        of the
        Mortgage Loans (and properties acquired in respect thereof) at the time of
        purchase being less than or equal to 10% of the aggregate principal balance
        of
        the Mortgage Loans as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        neither the Trustee nor the Securities Administrator assume any responsibility
        for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator by manual signature, this Certificate shall not be entitled
        to any
        benefit under the Agreement or be valid for any purpose. 

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

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

       

      Dated:

       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              
	 	 	 	 	 	 	 	 	 


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class M-[1A][2][3]Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                     Custodian     

                _____________ 

                (Cust)
                  (Minor)

                under
                  Uniform Gifts 

                to
                  Minors Act

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                ________________

                (State)

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right 

                if
                  survivorship and not as 

                tenants
                  in common

              	 	 
	 	 	 	 
	
                Additional
                  abbreviations may also be used though not in the above
                  list.

              


      

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  

              
	
                unto

              	 
	 	 
	 	 


      

       (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee)

       

      a
        Percentage Interest equal to _____% evidenced by the within Asset Backed
        Pass-Through Certificate and hereby authorize(s) the registration of transfer
        of
        such interest to assignee on the Certificate Register of the Trust
        Fund.

       

      I
        (we)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ______________________________________________________________

      
        	 	 	
                .

              


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      



      EXHIBIT
        A-2B

       

      FORM
        OF
        CLASS M-[1B][4][5][6][7][8][9] CERTIFICATE

       

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

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES [[,/AND] CLASS M-1A
        CERTIFICATES [,/AND], CLASS M-1B CERTIFICATES [,/AND] CLASS M-2 CERTIFICATES
        [,/AND] CLASS M-3 CERTIFICATES [,/AND] CLASS M-4 CERTIFICATES [,/AND] CLASS
        M-5
        CERTIFICATES] [,/AND] CLASS M-6 CERTIFICATES [,/AND] CLASS M-7 CERTIFICATES
        [,/AND] CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED
        TO HEREIN. 

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
        SET
        FORTH IN SECTION 6.02(c) OF THE AGREEMENT REFERRED TO
        HEREIN.

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
        IN
        THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
        OF
        THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
        BE
        DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
        MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
        ADMINISTRATOR NAMED HEREIN.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Series
                  2006-SL1, Class M-[1B][4][5][6][7][8][9]

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

              
	 	 	 
	
                Pass-Through
                  Rate: Variable

              	 	
                Denomination:
                  $______________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement 

                and
                  Cut-off Date: January 1, 2006

              	 	
                Master
                  Servicer: Wells Fargo Bank, N.A.

              
	 	 	 
	
                First
                  Distribution Date: February 25, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.___

              	 	
                Issue
                  Date: January 27, 2006

              
	 	 	 
	 	 	
                CUSIP:_________________

              


      

      


      ACE
        SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SL1

      ASSET
        BACKED PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed -rate second
        lien
        mortgage loans (the “Mortgage Loans”) formed and sold by

       

      ACE
        SECURITIES CORP.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
        CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICERS,
        THE
        TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
        THE
        UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
        OF THE
        UNITED STATES.

       

      This
        certifies that _____________________ is the registered owner of a Percentage
        Interest (obtained by dividing the denomination of this Certificate by the
        aggregate Certificate Principal Balance of the Class M-[1B][4][5][6][7][8][9]
        Certificates as of the Issue Date) in that certain beneficial ownership interest
        evidenced by all the Class M-[1B][4][5][6][7][8][9] Certificates in REMIC
        III
        created pursuant to a Pooling and Servicing Agreement, dated as specified
        above
        (the “Agreement”), among ACE Securities Corp., as depositor (hereinafter called
        the “Depositor”, which term includes any successor entity under the Agreement),
        Wells Fargo Bank, N.A. as master servicer (the “Master Servicer”) and securities
        administrator (the “Securities Administrator”), GMAC Mortgage Corporation as a
        servicer ( “GMAC”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen,” together
        with GMAC, each a “Servicer” and together the “Servicers”) and HSBC Bank USA,
        National Association, as trustee (the “Trustee”), a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following such 25th
        day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered on the last Business
        Day of the month immediately preceding the month in which such Distribution
        Date
        occurs (the “Record Date”), in an amount equal to the product of the Percentage
        Interest evidenced by this Certificate and the amount required to be distributed
        to the Holders of Class M-[1B][4][5][6][7][8][9] Certificates on such
        Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five (5) Business Days prior to the Record Date immediately prior to
        such
        Distribution Date and is the registered owner of Class M-[1B][4][5][6][7][8][9]
        Certificates the aggregate initial Certificate Principal Balance of which
        is in
        excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate
        initial Certificate Principal Balance of the Class M-[1B][4][5][6][7][8][9]
        Certificates, or otherwise by check mailed by first class mail to the address
        of
        the Person entitled thereto, as such name and address shall appear on the
        Certificate Register. Notwithstanding the above, the final distribution on
        this
        Certificate will be made after due notice by the Securities Administrator
        of the
        pendency of such distribution and only upon presentation and surrender of
        this
        Certificate at the office or agency appointed by the Securities Administrator
        for that purpose as provided in the Agreement.

       

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) One-Month LIBOR plus [____]%, in the case of each
        Distribution Date through and including the Distribution Date on which the
        aggregate principal balance of the Mortgage Loans (and properties acquired
        in
        respect thereof) remaining in the Trust Fund is reduced to less than or equal
        to
        10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
        Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date
        thereafter and (ii) the applicable Net WAC Pass-Through Rate for such
        Distribution Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificate of the Series specified on the face
        hereof
        (herein called the “Certificates”) and representing a Percentage Interest in the
        Class of Certificates specified on the face hereof equal to the denomination
        specified on the face hereof divided by the aggregate Certificate Principal
        Balance of the Class of Certificates specified on the face hereof.

       

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


       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trustee, the Securities Administrator, the Servicers
        and
        the rights of the Certificateholders under the Agreement at any time by the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator
        and
        the Servicers with the consent of the Swap Provider and the Holders of
        Certificates entitled to at least 66% of the Voting Rights. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in exchange herefor or in lieu hereof whether
        or not
        notation of such consent is made upon this Certificate. The Agreement also
        permits the amendment thereof, in certain limited circumstances, without
        the
        consent of the Holders of any of the Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Securities Administrator as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Securities
        Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations evidencing the same aggregate Percentage
        Interest will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same.

       

      Any
        transferee of this Certificate shall be deemed to make the representations
        set
        forth in Section 6.02(c) of the Agreement.

       

      No
        service charge will be made for any such registration of transfer or exchange
        of
        Certificates, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge that may be imposed
        in
        connection with any transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
        the
        Securities Administrator or a Servicer may treat the Person in whose name
        this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan remaining
        in
        REMIC I and (ii) the purchase by the party designated in the Agreement at
        a
        price determined as provided in the Agreement from REMIC I of all the Mortgage
        Loans and all property acquired in respect of such Mortgage Loans. The Agreement
        permits, but does not require, the party designated in the Agreement to purchase
        from REMIC I all the Mortgage Loans and all property acquired in respect
        of any
        Mortgage Loan at a price determined as provided in the Agreement. The exercise
        of such right will effect early retirement of the Certificates; however,
        such
        right to purchase is subject to the aggregate Scheduled Principal Balance
        of the
        Mortgage Loans (and properties acquired in respect thereof) at the time of
        purchase being less than or equal to 10% of the aggregate principal balance
        of
        the Mortgage Loans as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        neither the Trustee nor the Securities Administrator assume any responsibility
        for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator by manual signature, this Certificate shall not be entitled
        to any
        benefit under the Agreement or be valid for any purpose.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

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

       

      Dated:

       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              
	 	 	 	 	 	 	 	 	 


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class M-[1B][4][5][6][7][8][9] Certificates referred to in the
        within-mentioned Agreement.

       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                     Custodian     

                _____________ 

                (Cust)
                  (Minor)

                under
                  Uniform Gifts 

                to
                  Minors Act

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                ________________

                (State)

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right 

                if
                  survivorship and not as 

                tenants
                  in common

              	 	 
	 	 	 	 
	
                Additional
                  abbreviations may also be used though not in the above
                  list.

              


      

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  

              
	
                unto

              	 
	 	 
	 	 


      

       (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee)

       

      a
        Percentage Interest equal to _____% evidenced by the within Asset Backed
        Pass-Through Certificate and hereby authorize(s) the registration of transfer
        of
        such interest to assignee on the Certificate Register of the Trust
        Fund.

       

      I
        (we)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ______________________________________________________________

      
        	 	 	
                .

              


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-3

       

      FORM
        OF
        CLASS B-1 CERTIFICATE

       

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

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
        [,/AND] THE MEZZANINE CERTIFICATES, AS DESCRIBED IN THE AGREEMENT REFERRED
        TO
        HEREIN.

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
        IN
        THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
        OF
        THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
        BE
        DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
        MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
        ADMINISTRATOR NAMED HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES
        LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
        CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
        IN
        COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE
        UNITED
        STATES WITHIN THE MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE
        ACT
        (“REGULATION S”), OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED
        INSTITUTIONAL BUYERS” WITHIN THE MEANING OF AND IN COMPLIANCE WITH RULE 144A
        UNDER THE ACT (“RULE 144A”) OR (B) TO INSTITUTIONAL INVESTORS THAT ARE
“ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
“REGULATION D” UNDER THE ACT.

       

      [THIS
        CERTIFICATE IS A REGULATION S TEMPORARY GLOBAL CERTIFICATE FOR PURPOSES OF
        REGULATION S UNDER THE ACT. PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER
        OF
        (I) THE COMMENCEMENT OF THE OFFERING OF THE OFFERED CERTIFICATES AND (II)
        THE
        CLOSING DATE, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
        TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.]

       

      [NO
        BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL
        BE
        ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREIN UNLESS THE REQUIRED
        CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE AGREEMENT
        (AS
        DEFINED HEREIN).]

       

      [THE
        HOLDER OF THIS REGULATION S PERMANENT GLOBAL CERTIFICATE BY ITS ACCEPTANCE
        HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE WITHIN
        THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
        ACT)
        PRIOR TO THE DATE WHICH IS THE LATER OF (I) 40 DAYS AFTER THE LATER OF THE
        CLOSING DATE AND (II) THE DATE ON WHICH THE REQUISITE CERTIFICATIONS ARE
        DUE TO
        AND PROVIDED TO THE TRUSTEE AND SECURITIES ADMINISTRATOR PURSUANT TO THE
        AGREEMENT (AS DEFINED BELOW), EXCEPT PURSUANT TO AN EXEMPTION FROM THE
        REGISTRATION REQUIREMENTS OF THE ACT.]

       

      NO
        TRANSFER OF THIS CERTIFICATE TO A PLAN SUBJECT TO THE EMPLOYEE RETIREMENT
        INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE, ANY
        PERSON ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY
        PERSON
        USING “PLAN ASSETS” TO ACQUIRE THIS CERTIFICATE SHALL BE MADE EXCEPT IN
        ACCORDANCE WITH SECTION 6.02(c) OF THE AGREEMENT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Series
                  ACE 2006-SL1, Class B-1

              	 	
                Aggregate
                  Certificate Principal Balance of the Class B-1 Certificates as
                  of the
                  Issue Date: $_____________

              
	 	 	 
	
                Pass-Through
                  Rate: Variable

              	 	
                Denomination:
                  $______________

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement

                and
                  Cut-off Date: January 1, 2006

              	 	
                Master
                  Servicer: Wells Fargo Bank, N.A.

              
	 	 	 
	
                First
                  Distribution Date: February 25, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.
                  ______

              	 	
                Issue
                  Date: January 27, 2006

              
	 	 	 
	 	 	
                CUSIP:
                  ______________

              


      

      


      ACE
        SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SL1

      ASSET
        BACKED PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed -rate second
        lien
        mortgage loans (the “Mortgage Loans”) formed and sold by

       

      ACE
        SECURITIES CORP.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
        CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICERS,
        THE
        TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
        THE
        UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
        OF THE
        UNITED STATES.

       

      This
        certifies that _______________ is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class B-1 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        B-1 Certificates in REMIC III created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among ACE Securities
        Corp., as depositor (hereinafter called the “Depositor”, which term includes any
        successor entity under the Agreement), Wells Fargo Bank, N.A. as master servicer
        (the “Master Servicer”) and securities administrator (the “Securities
        Administrator”), GMAC Mortgage Corporation as a servicer (“GMAC”), Ocwen Loan
        Servicing, LLC as a servicer (“Ocwen,” together with GMAC, each a “Servicer” and
        together the “Servicers”) and HSBC Bank USA, National Association, as trustee
        (the “Trustee”), a summary of certain of the pertinent provisions of which is
        set forth hereafter. To the extent not defined herein, the capitalized terms
        used herein have the meanings assigned in the Agreement. This Certificate
        is
        issued under and is subject to the terms, provisions and conditions of the
        Agreement, to which Agreement the Holder of this Certificate by virtue of
        the
        acceptance hereof assents and by which such Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following such 25th
        day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered at the close of
        business on the Business Day immediately preceding such Distribution Date
        (the
“Record Date”), in an amount equal to the product of the Percentage Interest
        evidenced by this Certificate and the amount required to be distributed to
        the
        Holders of Class B-1 Certificates on such Distribution Date pursuant to the
        Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five (5) Business Days prior to the Record Date immediately prior to
        such
        Distribution Date and is the registered owner of Class B-1 Certificates the
        aggregate initial Certificate Principal Balance of which is in excess of
        the
        lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
        Principal Balance of the Class B-1 Certificates, or otherwise by check mailed
        by
        first class mail to the address of the Person entitled thereto, as such name
        and
        address shall appear on the Certificate Register. Notwithstanding the above,
        the
        final distribution on this Certificate will be made after due notice by the
        Securities Administrator of the pendency of such distribution and only upon
        presentation and surrender of this Certificate at the office or agency appointed
        by the Securities Administrator for that purpose as provided in the
        Agreement.

       

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) One-Month LIBOR plus [____]%, in the case of each
        Distribution Date through and including the Distribution Date on which the
        aggregate principal balance of the Mortgage Loans (and properties acquired
        in
        respect thereof) remaining in the Trust Fund is reduced to less than or equal
        to
        10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
        Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date
        thereafter and (ii) the applicable Net WAC Pass-Through Rate for such
        Distribution Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

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


       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trustee, the Securities Administrator, the Servicers
        and
        the rights of the Certificateholders under the Agreement at any time by the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator
        and
        the Servicers with the consent of the Swap Provider and the Holders of
        Certificates entitled to at least 66% of the Voting Rights. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in exchange herefor or in lieu hereof whether
        or not
        notation of such consent is made upon this Certificate. The Agreement also
        permits the amendment thereof, in certain limited circumstances, without
        the
        consent of the Holders of any of the Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Securities Administrator as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Securities
        Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations evidencing the same aggregate Percentage
        Interest will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange
        of
        Certificates, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge that may be imposed
        in
        connection with any transfer or exchange of Certificates.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Act, and an effective
        registration or qualification under applicable state securities laws, or
        is made
        in a transaction that does not require such registration or qualification.
        In
        the event that such a transfer of this Certificate is to be made without
        registration or qualification, the Securities Administrator shall require
        receipt of (i) if such transfer is purportedly being made in reliance upon
        Rule
        144A or Regulation S under the Act, written certifications from the Holder
        of
        the Certificate desiring to effect the transfer, and from such Holder’s
        prospective transferee, substantially in the forms attached to the Agreement
        as
        Exhibit B-1, (ii) if such transfer is purportedly being made in reliance
        upon
        Rule 501(a) under the Act, written certifications from the Holder of the
        Certificate desiring to effect the transfer and from such Holder’s prospective
        transferee, substantially in the form attached to the Agreement as Exhibit
        B-2
        and (iii) in all other cases, an Opinion of Counsel satisfactory to it that
        such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Trustee, the Master Servicer or the Securities Administrator in their respective
        capacities as such), together with copies of the written certification(s)
        of the
        Holder of the Certificate desiring to effect the transfer and/or such Holder’s
        prospective transferee upon which such Opinion of Counsel is based. None
        of the
        Depositor, the Trustee or the Securities Administrator is obligated to register
        or qualify the Class of Certificates specified on the face hereof under the
        Act
        or any other securities law or to take any action not otherwise required
        under
        the Agreement to permit the transfer of such Certificates without registration
        or qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Depositor, the Master Servicer
        and the Securities Administrator against any liability that may result if
        the
        transfer is not so exempt or is not made in accordance with such federal
        and
        state laws.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using “Plan Assets” to acquire this Certificate shall be made except
        in accordance with Section 6.02(c) of the Agreement.

       

      The
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
        the
        Securities Administrator or a Servicer may treat the Person in whose name
        this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan remaining
        in
        REMIC I and (ii) the purchase by the party designated in the Agreement at
        a
        price determined as provided in the Agreement from REMIC I of all the Mortgage
        Loans and all property acquired in respect of such Mortgage Loans. The Agreement
        permits, but does not require, the party designated in the Agreement to purchase
        from REMIC I all the Mortgage Loans and all property acquired in respect
        of any
        Mortgage Loan at a price determined as provided in the Agreement. The exercise
        of such right will effect early retirement of the Certificates; however,
        such
        right to purchase is subject to the aggregate Scheduled Principal Balance
        of the
        Mortgage Loans (and properties acquired in respect thereof) at the time of
        purchase being less than or equal to 10% of the aggregate principal balance
        of
        the Mortgage Loans as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        neither the Trustee nor the Securities Administrator assume any responsibility
        for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

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

       

      Dated:

       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              
	 	 	 	 	 	 	 	 	 


      

      


      
CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class B-1 Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  

              
	
                unto

              	 
	 	 
	 	 


      

       (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee)

       

      a
        Percentage Interest evidenced by the within Mortgage Pass-Through Certificate
        and hereby authorizes the transfer of registration of such interest to assignee
        on the Certificate Register of the Trust Fund.

       

      I
        (We)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:
        _____________________________________________________________

      
        	 	 	
                .

              


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-4A

       

      FORM
        OF
        CLASS CE-1 CERTIFICATE

       

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

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE MEZZANINE
        CERTIFICATES AND THE CLASS B-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
        AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
        HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY
        BE
        REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
        THE
        SECURITIES ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED STATES
        WITHIN THE MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE ACT
        (“REGULATION S”), OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED
        INSTITUTIONAL BUYERS” WITHIN THE MEANING OF AND IN COMPLIANCE WITH RULE 144A
        UNDER THE ACT (“RULE 144A”) OR (B) TO INSTITUTIONAL INVESTORS THAT ARE
“ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
“REGULATION D” UNDER THE ACT.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
        AS
        AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
        PROCEDURES DESCRIBED HEREIN.

       

      NO
        TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE
        AGREEMENT.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        	
                Series
                  2006-SL1, Class CE-1

              	 	
                Aggregate
                  Certificate Principal Balance of the Class CE-1 Certificates as
                  of the
                  Issue Date: $_____________

              
	 	 	 
	
                Pass-Through
                  Rate: Variable

              	 	
                Denomination:
                  $_________________

              
	 	 	 
	
                Cut-off
                  Date and date of Pooling and Servicing Agreement: January 1,
                  2006

              	 	
                Master
                  Servicer: Wells Fargo Bank, N.A.

              
	 	 	 
	
                First
                  Distribution Date: February 25, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No.
                  __

              	 	
                Issue
                  Date: January 27, 2006

              


      

      


      ACE
        SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SL1

      ASSET
        BACKED PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed-rate, second
        lien
        mortgage loans (the “Mortgage Loans”) formed and sold by

       

      ACE
        SECURITIES CORP.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
        CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICERS,
        THE
        TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
        THE
        UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
        OF THE
        UNITED STATES.

       

      This
        certifies that ________________ is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class CE-1 Certificates as of the Issue
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        CE-1 Certificates in REMIC III created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among ACE Securities
        Corp., as depositor (hereinafter called the “Depositor,” which term includes any
        successor entity under the Agreement), Wells
        Fargo Bank, N.A. as master servicer (the “Master Servicer”) and securities
        administrator (the “Securities Administrator”), GMAC Mortgage Corporation as a
        servicer (“GMAC”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen,” together
        with GMAC, each a “Servicer” and together the “Servicers”) and HSBC Bank USA,
        National Association, as trustee (the “Trustee”),
        a
        summary of certain of the pertinent provisions of which is set forth hereafter.
        To the extent not defined herein, the capitalized terms used herein have
        the
        meanings assigned in the Agreement. This Certificate is issued under and
        is
        subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of the acceptance hereof
        assents and by which such Holder is bound.

       

      Interest
        on this Certificate will accrue during the month prior to the month in which
        a
        Distribution Date (as hereinafter defined) occurs on the Notional Balance
        hereof
        at a per annum rate equal to the applicable Pass-Through Rate as set forth
        in
        the Agreement. Pursuant to the terms of the Agreement, distributions will
        be
        made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following such 25th
        day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered on the last Business
        Day of the calendar month immediately preceding the month in which the related
        Distribution Date occurs (the “Record Date”), in an amount equal to the product
        of the Percentage Interest evidenced by this Certificate and the amount required
        to be distributed to the Holders of Class CE-1Certificates on such Distribution
        Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five (5) Business Days prior to the Record Date immediately prior to
        such
        Distribution Date and is the registered owner of Class CE-1 Certificates
        the
        aggregate initial Certificate Principal Balance of which is in excess of
        the
        lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
        Principal Balance of the Class CE-1 Certificates, or otherwise by check mailed
        by first class mail to the address of the Person entitled thereto, as such
        name
        and address shall appear on the Certificate Register. Notwithstanding the
        above,
        the final distribution on this Certificate will be made after due notice
        by the
        Securities Administrator of the pendency of such distribution and only upon
        presentation and surrender of this Certificate at the office or agency appointed
        by the Securities Administrator for that purpose as provided in the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificate of the Series specified on the face
        hereof
        (herein called the “Certificates”) and representing a Percentage Interest in the
        Class of Certificates specified on the face hereof equal to the denomination
        specified on the face hereof divided by the aggregate Certificate Principal
        Balance of the Class of Certificates specified on the face hereof.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trustee, the Securities Administrator, the Servicers
        and
        the rights of the Certificateholders under the Agreement at any time by the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator
        and
        the Servicers with the consent of the Swap Provider and the Holders of
        Certificates entitled to at least 66% of the Voting Rights. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in exchange herefor or in lieu hereof whether
        or not
        notation of such consent is made upon this Certificate. The Agreement also
        permits the amendment thereof, in certain limited circumstances, without
        the
        consent of the Holders of any of the Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Securities Administrator as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Securities
        Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations evidencing the same aggregate Percentage
        Interest will be issued to the designated transferee or
        transferees.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Act, and an effective
        registration or qualification under applicable state securities laws, or
        is made
        in a transaction that does not require such registration or qualification.
        In
        the event that such a transfer of this Certificate is to be made without
        registration or qualification, the Securities Administrator shall require
        receipt of (i) if such transfer is purportedly being made in reliance upon
        Rule
        144A or Regulation S under the Act, written certifications from the Holder
        of
        the Certificate desiring to effect the transfer, and from such Holder’s
        prospective transferee, substantially in the forms attached to the Agreement
        as
        Exhibit B-1, (ii) if such transfer is purportedly being made in reliance
        upon
        Rule 501(a) under the Act, written certifications from the Holder of the
        Certificate desiring to effect the transfer and from such Holder’s prospective
        transferee, substantially in the form attached to the Agreement as Exhibit
        B-2
        and (iii) in all other cases, an Opinion of Counsel satisfactory to it that
        such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Trustee, the Master Servicer or the Securities Administrator in their respective
        capacities as such), together with copies of the written certification(s)
        of the
        Holder of the Certificate desiring to effect the transfer and/or such Holder’s
        prospective transferee upon which such Opinion of Counsel is based. None
        of the
        Depositor, the Trustee or the Securities Administrator is obligated to register
        or qualify the Class of Certificates specified on the face hereof under the
        Act
        or any other securities law or to take any action not otherwise required
        under
        the Agreement to permit the transfer of such Certificates without registration
        or qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Depositor, the Master Servicer
        and the Securities Administrator against any liability that may result if
        the
        transfer is not so exempt or is not made in accordance with such federal
        and
        state laws.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using “Plan Assets” to acquire this Certificate shall be made except
        in accordance with Section 6.02(c) of the Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
        the
        Securities Administrator or a Servicer may treat the Person in whose name
        this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan remaining
        in
        REMIC I and (ii) the purchase by the party designated in the Agreement at
        a
        price determined as provided in the Agreement from REMIC I of all the Mortgage
        Loans and all property acquired in respect of such Mortgage Loans. The Agreement
        permits, but does not require, the party designated in the Agreement to purchase
        from REMIC I all the Mortgage Loans and all property acquired in respect
        of any
        Mortgage Loan at a price determined as provided in the Agreement. The exercise
        of such right will effect early retirement of the Certificates; however,
        such
        right to purchase is subject to the aggregate Scheduled Principal Balance
        of the
        Mortgage Loans (and the properties acquired in respect thereof) at the time
        of
        purchase being less than or equal to 10% of the aggregate principal balance
        of
        the Mortgage Loans as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        neither the Trustee nor the Securities Administrator assume any responsibility
        for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

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

       

      Dated:

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class CE-1 Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              
	 	 	 	 	 	 	 	 	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                Custodian  

                _______________    

                (Cust)
                  (Minor)

                under
                  Uniform Gifts 

                to
                  Minors Act

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                ________________

                (State)

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right 

                if
                  survivorship and not as 

                tenants
                  in common

              	 	 
	 	 	 	 
	
                Additional
                  abbreviations may also be used though not in the above
                  list.

              


      

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  

              
	
                unto

              	 
	 	 
	 	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) 

       

      a
        Percentage Interest equal to ____% evidenced by the within Asset Backed
        Pass-Through Certificate and hereby authorize(s) the registration of transfer
        of
        such interest to assignee on the Certificate Register of the Trust
        Fund.

       

      I
        (we)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ______________________________________________________________

      
        	 	 	
                .

              


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-4B

       

      FORM
        OF
        CLASS CE-2 CERTIFICATE

       

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

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
        HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY
        BE
        REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
        THE
        SECURITIES ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED STATES
        WITHIN THE MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE ACT
        (“REGULATION S”), OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED
        INSTITUTIONAL BUYERS” WITHIN THE MEANING OF AND IN COMPLIANCE WITH RULE 144A
        UNDER THE ACT (“RULE 144A”) OR (B) TO INSTITUTIONAL INVESTORS THAT ARE
“ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
“REGULATION D” UNDER THE ACT.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
        AS
        AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
        PROCEDURES DESCRIBED HEREIN.

       

      NO
        TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE
        AGREEMENT.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        	
                Series
                  2006-SL1, Class CE-2

              	 	
                Aggregate
                  Percentage Interest of the Class CE-2 Certificates as of the Issue
                  Date:
                  100.00%

              
	 	 	 
	
                Pass-Through
                  Rate: Variable

              	 	
                Master
                  Servicer: Wells Fargo Bank, N.A.

              
	 	 	 
	
                Cut-off
                  Date and date of Pooling and Servicing Agreement: January 1,
                  2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                First
                  Distribution Date: February 25, 2006

              	 	
                Issue
                  Date: January 27, 2006

              
	 	 	 
	
                No.
                  __

              	 	 
	 	 


      

      


      ACE
        SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SL1

      ASSET
        BACKED PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed-rate, first
        lien
        mortgage loans (the “Mortgage Loans”) formed and sold by

       

      ACE
        SECURITIES CORP.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
        CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICERS,
        THE
        TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
        THE
        UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
        OF THE
        UNITED STATES.

       

      This
        certifies that ________________ is the registered owner of a Percentage Interest
        set forth above in that certain beneficial ownership interest evidenced by
        all
        the Class CE-2 Certificates in REMIC III created pursuant to a Pooling and
        Servicing Agreement, dated as specified above (the “Agreement”), among ACE
        Securities Corp. as depositor (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), Wells Fargo Bank, N.A.
        as
        master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), GMAC Mortgage Corporation as a servicer (“GMAC”),
        Ocwen Loan Servicing, LLC as a servicer (“Ocwen,” together with GMAC, each a
“Servicer” and together the “Servicers”) and HSBC Bank USA, National
        Association, as trustee (the “Trustee”), a summary of certain of the pertinent
        provisions of which is set forth hereafter. To the extent not defined herein,
        the capitalized terms used herein have the meanings assigned in the Agreement.
        This Certificate is issued under and is subject to the terms, provisions
        and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

      Interest
        on this Certificate will accrue during the month prior to the month in which
        a
        Distribution Date (as hereinafter defined) occurs on a Notional Balance at
        a per
        annum rate equal to the applicable Pass-Through Rate as set forth in the
        Agreement. Pursuant to the terms of the Agreement, distributions will be
        made on
        the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following such 25th
        day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered on the last Business
        Day of the calendar month immediately preceding the month in which the related
        Distribution Date occurs (the “Record Date”), in an amount equal to the product
        of the Percentage Interest evidenced by this Certificate and the amount required
        to be distributed to the Holders of Class CE-2 Certificates on such Distribution
        Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five (5) Business Days prior to the Record Date immediately prior to
        such
        Distribution Date and is the registered owner of Class CE-2 Certificates,
        or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Securities Administrator of the pendency
        of
        such distribution and only upon presentation and surrender of this Certificate
        at the office or agency appointed by the Securities Administrator for that
        purpose as provided in the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificate of the Series specified on the face
        hereof
        (herein called the “Certificates”) and representing a Percentage Interest in the
        Class of Certificates specified on the face hereof.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trustee, the Securities Administrator, the Servicers
        and
        the rights of the Certificateholders under the Agreement at any time by the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator
        and
        the Servicers with the consent of the Swap Provider and the Holders of
        Certificates entitled to at least 66% of the Voting Rights. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in exchange herefor or in lieu hereof whether
        or not
        notation of such consent is made upon this Certificate. The Agreement also
        permits the amendment thereof, in certain limited circumstances, without
        the
        consent of the Holders of any of the Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Securities Administrator as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Securities
        Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations evidencing the same aggregate Percentage
        Interest will be issued to the designated transferee or
        transferees.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Act, and an effective
        registration or qualification under applicable state securities laws, or
        is made
        in a transaction that does not require such registration or qualification.
        In
        the event that such a transfer of this Certificate is to be made without
        registration or qualification, the Securities Administrator shall require
        receipt of (i) if such transfer is purportedly being made in reliance upon
        Rule
        144A or Regulation S under the Act, written certifications from the Holder
        of
        the Certificate desiring to effect the transfer, and from such Holder’s
        prospective transferee, substantially in the forms attached to the Agreement
        as
        Exhibit B-1, (ii) if such transfer is purportedly being made in reliance
        upon
        Rule 501(a) under the Act, written certifications from the Holder of the
        Certificate desiring to effect the transfer and from such Holder’s prospective
        transferee, substantially in the form attached to the Agreement as Exhibit
        B-2
        and (iii) in all other cases, an Opinion of Counsel satisfactory to it that
        such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Trustee, the Master Servicer or the Securities Administrator in their respective
        capacities as such), together with copies of the written certification(s)
        of the
        Holder of the Certificate desiring to effect the transfer and/or such Holder’s
        prospective transferee upon which such Opinion of Counsel is based. None
        of the
        Depositor, the Trustee or the Securities Administrator is obligated to register
        or qualify the Class of Certificates specified on the face hereof under the
        Act
        or any other securities law or to take any action not otherwise required
        under
        the Agreement to permit the transfer of such Certificates without registration
        or qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Depositor, the Master Servicer
        and the Securities Administrator against any liability that may result if
        the
        transfer is not so exempt or is not made in accordance with such federal
        and
        state laws.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using “Plan Assets” to acquire this Certificate shall be made except
        in accordance with Section 6.02(c) of the Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
        the
        Securities Administrator or a Servicer may treat the Person in whose name
        this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan remaining
        in
        REMIC I and (ii) the purchase by the party designated in the Agreement at
        a
        price determined as provided in the Agreement from REMIC I of all the Mortgage
        Loans and all property acquired in respect of such Mortgage Loans. The Agreement
        permits, but does not require, the party designated in the Agreement to purchase
        from REMIC I all the Mortgage Loans and all property acquired in respect
        of any
        Mortgage Loan at a price determined as provided in the Agreement. The exercise
        of such right will effect early retirement of the Certificates; however,
        such
        right to purchase is subject to the aggregate Scheduled Principal Balance
        of the
        Mortgage Loans (and the properties acquired in respect thereof) at the time
        of
        purchase being less than or equal to 10% of the aggregate principal balance
        of
        the Mortgage Loans as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        neither the Trustee nor the Securities Administrator assumes any responsibility
        for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



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

       

      Dated:

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class CE-2 Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              
	 	 	 	 	 	 	 	 	 


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                Custodian

                ______________     

                (Cust)
                  (Minor)

                under
                  Uniform Gifts 

                to
                  Minors Act

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                ________________

                (State)

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right 

                if
                  survivorship and not as 

                tenants
                  in common

              	 	 
	 	 	 	 
	
                Additional
                  abbreviations may also be used though not in the above
                  list.

              


      

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  

              
	
                unto

              	 
	 	 
	 	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) 

       

      a
        Percentage Interest equal to ____% evidenced by the within Asset Backed
        Pass-Through Certificate and hereby authorize(s) the registration of transfer
        of
        such interest to assignee on the Certificate Register of the Trust
        Fund.

       

      I
        (we)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ______________________________________________________________

      
        	 	 	
                .

              


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        A-5

       

      FORM
        OF
        CLASS P CERTIFICATE

       

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

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
        HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY
        BE
        REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
        THE
        ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED STATES WITHIN
        THE
        MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE ACT (“REGULATION S”),
        OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED INSTITUTIONAL BUYERS” WITHIN
        THE MEANING OF AND IN COMPLIANCE WITH RULE 144A UNDER THE ACT (“RULE 144A”) OR
        (B) TO INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE
        MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF “REGULATION D” UNDER THE
        ACT.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
        AS
        AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
        PROCEDURES DESCRIBED HEREIN.

       

      NO
        TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE
        AGREEMENT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Series
                  2006-SL1, Class P

              	 	
                Aggregate
                  Certificate Principal Balance of the Class P Certificates as of
                  the Issue
                  Date: $100.00

              
	 	 	 
	
                Cut-off
                  Date and date of Pooling and Servicing Agreement: January 1,
                  2006

              	 	
                Denomination:
                  $100.00

              
	 	 	 
	
                First
                  Distribution Date: February 25, 2006

              	 	
                Master
                  Servicer: Wells Fargo Bank, N.A.

              
	 	 	 
	
                No.
                  __

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	 	 	
                Issue
                  Date: January 27, 2006

              


      

      


      ACE
        SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SL1

      ASSET
        BACKED PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed-rate, second
        lien
        mortgage loans (the “Mortgage Loans”) formed and sold by

       

      ACE
        SECURITIES CORP.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
        CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICERS,
        THE
        TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
        THE
        UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
        OF THE
        UNITED STATES.

       

      This
        certifies that _______________ is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class P Certificates as of the Issue
        Date)
        in that certain beneficial ownership interest evidenced by all the Class
        P
        Certificates in REMIC III created pursuant to a Pooling and Servicing Agreement,
        dated as specified above (the “Agreement”), among ACE Securities Corp., as
        depositor (hereinafter called the “Depositor”, which term includes any successor
        entity under the Agreement), Wells Fargo Bank, N.A. as master servicer (the
        “Master Servicer”) and securities administrator (the “Securities
        Administrator”), GMAC Mortgage Corporation as a servicer (“GMAC”), Ocwen Loan
        Servicing, LLC as a servicer (“Ocwen,” together with GMAC, each a “Servicer” and
        together the “Servicers”) and HSBC Bank USA, National Association, as trustee
        (the “Trustee”), a summary of certain of the pertinent provisions of which is
        set forth hereafter. To the extent not defined herein, the capitalized terms
        used herein have the meanings assigned in the Agreement. This Certificate
        is
        issued under and is subject to the terms, provisions and conditions of the
        Agreement, to which Agreement the Holder of this Certificate by virtue of
        the
        acceptance hereof assents and by which such Holder is bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th
        day of
        each month or, if such 25th
        day is
        not a Business Day, the Business Day immediately following such 25th
        day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered on the last Business
        Day of the calendar month immediately preceding the month in which the related
        Distribution Date occurs (the “Record Date”), in an amount equal to the product
        of the Percentage Interest evidenced by this Certificate and the amount required
        to be distributed to the Holders of Class P Certificates on such Distribution
        Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five (5) Business Days prior to the Record Date immediately prior to
        such
        Distribution Date and is the registered owner of Class P Certificates the
        aggregate initial Certificate Principal Balance of which is in excess of
        the
        lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
        Principal Balance of the Class P Certificates, or otherwise by check mailed
        by
        first class mail to the address of the Person entitled thereto, as such name
        and
        address shall appear on the Certificate Register. Notwithstanding the above,
        the
        final distribution on this Certificate will be made after due notice by the
        Securities Administrator of the pendency of such distribution and only upon
        presentation and surrender of this Certificate at the office or agency appointed
        by the Securities Administrator for that purpose as provided in the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificate of the Series specified on the face
        hereof
        (herein called the “Certificates”) and representing a Percentage Interest in the
        Class of Certificates specified on the face hereof equal to the denomination
        specified on the face hereof divided by the aggregate Certificate Principal
        Balance of the Class of Certificates specified on the face hereof.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trustee, the Securities Administrator, the Servicers
        and
        the rights of the Certificateholders under the Agreement at any time by the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator
        and
        the Servicers with the consent of the Swap Provider and the Holders of
        Certificates entitled to at least 66% of the Voting Rights. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in exchange herefor or in lieu hereof whether
        or not
        notation of such consent is made upon this Certificate. The Agreement also
        permits the amendment thereof, in certain limited circumstances, without
        the
        consent of the Holders of any of the Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Securities Administrator as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Securities
        Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations evidencing the same aggregate Percentage
        Interest will be issued to the designated transferee or
        transferees.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Act, and an effective
        registration or qualification under applicable state securities laws, or
        is made
        in a transaction that does not require such registration or qualification.
        In
        the event that such a transfer of this Certificate is to be made without
        registration or qualification, the Securities Administrator shall require
        receipt of (i) if such transfer is purportedly being made in reliance upon
        Rule
        144A under the Act, written certifications from the Holder of the Certificate
        desiring to effect the transfer, and from such Holder’s prospective transferee,
        substantially in the forms attached to the Agreement as Exhibit B-1, (ii)
        if
        such transfer is purportedly being made in reliance upon Rule 501(a) under
        the
        Act, written certifications from the Holder of the Certificate desiring to
        effect the transfer and from such Holder’s prospective transferee, substantially
        in the form attached to the Agreement as Exhibit B-2 and (iii) in all other
        cases, an Opinion of Counsel satisfactory to it that such transfer may be
        made
        without such registration or qualification (which Opinion of Counsel shall
        not
        be an expense of the Trust Fund or of the Depositor, the Trustee, the Master
        Servicer or the Securities Administrator in their respective capacities as
        such), together with copies of the written certification(s) of the Holder
        of the
        Certificate desiring to effect the transfer and/or such Holder’s prospective
        transferee upon which such Opinion of Counsel is based. None of the Depositor,
        the Trustee or the Securities Administrator is obligated to register or qualify
        the Class of Certificates specified on the face hereof under the Act or any
        other securities law or to take any action not otherwise required under the
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Depositor, the Master Servicer
        and the Securities Administrator against any liability that may result if
        the
        transfer is not so exempt or is not made in accordance with such federal
        and
        state laws.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using “Plan Assets” to acquire this Certificate shall be made except
        in accordance with Section 6.02(c) of the Agreement.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same. No service charge
        will be made for any such registration of transfer or exchange of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
        the
        Securities Administrator or a Servicer may treat the Person in whose name
        this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan remaining
        in
        REMIC I and (ii) the purchase by the party designated in the Agreement at
        a
        price determined as provided in the Agreement from REMIC I of all the Mortgage
        Loans and all property acquired in respect of such Mortgage Loans. The Agreement
        permits, but does not require, the party designated in the Agreement to purchase
        from REMIC I all the Mortgage Loans and all property acquired in respect
        of any
        Mortgage Loan at a price determined as provided in the Agreement. The exercise
        of such right will effect early retirement of the Certificates; however,
        such
        right to purchase is subject to the aggregate Scheduled Principal Balance
        of the
        Mortgage Loans (and properties acquired in respect thereof) at the time of
        purchase being less than or equal to 10% of the aggregate principal balance
        of
        the Mortgage Loans as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        neither the Trustee nor the Securities Administrator assume any responsibility
        for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      



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

       

      Dated:

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              
	 	 	 	 	 	 	 	 	 


      

      


       

      


      CERTIFICATE
        OF AUTHENTICATION

       

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

       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              
	 	 	 	 	 	 	 	 	 


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                Custodian 

                ____________ 

                (Cust)
                  (Minor)

                under
                  Uniform Gifts 

                to
                  Minors Act

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                ________________

                (State)

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right 

                if
                  survivorship and not as 

                tenants
                  in common

              	 	 
	 	 	 	 
	
                Additional
                  abbreviations may also be used though not in the above
                  list.

              


      

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  

              
	
                unto

              	 
	 	 
	 	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee)

       

      a
        Percentage Interest equal to ____% evidenced by the within Asset Backed
        Pass-Through Certificate and hereby authorize(s) the registration of transfer
        of
        such interest to assignee on the Certificate Register of the Trust
        Fund.

       

      I
        (we)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ______________________________________________________________

      
        	 	 	
                .

              


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A-6

       

      FORM
        OF
        CLASS R CERTIFICATE

       

      THIS
        CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
        PERSON.

       

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

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IN
        ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT REFERRED
        TO
        HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT AND
        UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
        OF SECTION 6.02 OF THE AGREEMENT.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
        AS
        AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
        PROCEDURES DESCRIBED HEREIN.

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE SECURITIES
        ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
        POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
        GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
        OF
        ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
        IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER
        1 OF
        THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
        511
        OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
        CODE
        (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
        HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF
        A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
        THE
        ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
        ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
        TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER
        OF ANY
        TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
        ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
        SHALL
        BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
        NOT
        BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
        BUT
        NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
        OF
        THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
        THE
        PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 6.02(d) OF THE
        AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
        IS
        PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
        CERTIFICATE.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Series
                  2006-SL1, Class R

              	 	
                Aggregate
                  Percentage Interest of the Class R Certificates as of the Issue
                  Date:
                  100.00%

              
	 	 	 
	
                Date
                  of Pooling and Servicing Agreement

                and
                  Cut-off Date: January 1, 2006

              	 	
                Master
                  Servicer: Wells Fargo Bank, N.A.

              
	 	 	 
	
                First
                  Distribution Date: February 25, 2006

              	 	
                Trustee:
                  HSBC Bank USA, National Association

              
	 	 	 
	
                No
                  __

              	 	
                Issue
                  Date: January 27, 2006

              


      

      


      ACE
        SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SL1

      ASSET
        BACKED PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
        primarily of a pool of conventional one- to four-family, fixed-rate, second
        lien
        mortgage loans (the “Mortgage Loans”) formed and sold by

       

      ACE
        SECURITIES CORP.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
        CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE SERVICERS,
        THE
        TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
        THE
        UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
        OF THE
        UNITED STATES.

       

      


      This
        certifies that _______________ is the registered owner of a Percentage Interest
        set forth above in that certain beneficial ownership interest evidenced by
        all
        the Class R Certificates in REMIC III created pursuant to a Pooling and
        Servicing Agreement, dated as specified above (the “Agreement”), among ACE
        Securities Corp., as depositor (hereinafter called the “Depositor”, which term
        includes any successor entity under the Agreement), Wells Fargo Bank, N.A.
        as
        master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), GMAC Mortgage Corporation as a servicer (“GMAC”),
        Ocwen Loan Servicing, LLC as a servicer (“Ocwen,” together with GMAC, each a
“Servicer” and together the “Servicers”) and HSBC Bank USA, National
        Association, as trustee (the “Trustee”), a summary of certain of the pertinent
        provisions of which is set forth hereafter. To the extent not defined herein,
        the capitalized terms used herein have the meanings assigned in the Agreement.
        This Certificate is issued under and is subject to the terms, provisions
        and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of the acceptance hereof assents and by which such Holder is
        bound.

       

      Pursuant
        to the terms of the Agreement, distributions will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, the Business Day
        immediately following (a “Distribution Date”), commencing on the First
        Distribution Date specified above, to the Person in whose name this Certificate
        is registered on last Business Day of the calendar month immediately preceding
        the month in which the related Distribution Date occurs (the “Record Date”), in
        an amount equal to the product of the Percentage Interest evidenced by this
        Certificate and the amount required to be distributed to the Holders of Class
        R
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five (5) Business Days prior to the Record Date immediately prior to
        such
        Distribution Date and is the registered owner of Class R Certificates, or
        otherwise by check mailed by first class mail to the address of the Person
        entitled thereto, as such name and address shall appear on the Certificate
        Register. Notwithstanding the above, the final distribution on this Certificate
        will be made after due notice by the Securities Administrator of the pendency
        of
        such distribution and only upon presentation and surrender of this Certificate
        at the office or agency appointed by the Securities Administrator for that
        purpose as provided in the Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificate of the Series specified on the face
        hereof
        (herein called the “Certificates”) and representing the Percentage Interest in
        the Class of Certificates specified on the face hereof.

       

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

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Master Servicer, the Trustee, the Securities Administrator, the Servicers
        and
        the rights of the Certificateholders under the Agreement at any time by the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator
        and
        the Servicers with the consent of the Swap Provider and the Holders of
        Certificates entitled to at least 66% of the Voting Rights. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in exchange herefor or in lieu hereof whether
        or not
        notation of such consent is made upon this Certificate. The Agreement also
        permits the amendment thereof, in certain limited circumstances, without
        the
        consent of the Holders of any of the Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Securities Administrator as provided in the Agreement,
        duly endorsed by, or accompanied by an assignment in the form below or other
        written instrument of transfer in form satisfactory to the Securities
        Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
        authorized in writing, and thereupon one or more new Certificates of the
        same
        Class in authorized denominations evidencing the same aggregate Percentage
        Interest will be issued to the designated transferee or
        transferees.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, Certificates are exchangeable for new Certificates of
        the
        same Class in authorized denominations evidencing the same aggregate Percentage
        Interest, as requested by the Holder surrendering the same.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit B-1, and (ii) in all other cases,
        an
        Opinion of Counsel satisfactory to it that such transfer may be made without
        such registration or qualification (which Opinion of Counsel shall not be
        an
        expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer
        or the Securities Administrator in their respective capacities as such),
        together with copies of the written certification(s) of the Holder of the
        Certificate desiring to effect the transfer and/or such Holder’s prospective
        transferee upon which such Opinion of Counsel is based. None of the Depositor,
        the Trustee or the Securities Administrator is obligated to register or qualify
        the Class of Certificates specified on the face hereof under the 1933 Act
        or any
        other securities law or to take any action not otherwise required under the
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Depositor, the Master Servicer
        and the Securities Administrator against any liability that may result if
        the
        transfer is not so exempt or is not made in accordance with such federal
        and
        state laws.

       

      No
        transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
        the
        Code, any Person acting, directly or indirectly, on behalf of any such Plan
        or
        any Person using “Plan Assets” to acquire this Certificate shall be made except
        in accordance with Section 6.02 of the Agreement.

       

      Prior
        to
        registration of any transfer, sale or other disposition of this Certificate,
        the
        proposed transferee shall provide to the Securities Administrator (i) an
        affidavit to the effect that such transferee is any Person other than a
        Disqualified Organization or the agent (including a broker, nominee or
        middleman) of a Disqualified Organization, and (ii) a certificate that
        acknowledges that (A) the Class R Certificates have been designated as
        representing the beneficial ownership of the residual interests in each of
        REMIC
        I, REMIC II and REMIC III, (B) it will include in its income a pro
        rata
        share of
        the net income of the Trust Fund and that such income may be an “excess
        inclusion,” as defined in the Code, that, with certain exceptions, cannot be
        offset by other losses or benefits from any tax exemption, and (C) it expects
        to
        have the financial means to satisfy all of its tax obligations including
        those
        relating to holding the Class R Certificates. Notwithstanding the registration
        in the Certificate Register of any transfer, sale or other disposition of
        this
        Certificate to a Disqualified Organization or an agent (including a broker,
        nominee or middleman) of a Disqualified Organization, such registration shall
        be
        deemed to be of no legal force or effect whatsoever and such Person shall
        not be
        deemed to be a Certificateholder for any purpose, including, but not limited
        to,
        the receipt of distributions in respect of this Certificate.

       

      The
        Holder of this Certificate, by its acceptance hereof, shall be deemed to
        have
        consented to the provisions of Section 6.02 of the Agreement and to any
        amendment of the Agreement deemed necessary by counsel of the Depositor to
        ensure that the transfer of this Certificate to any Person other than a
        Permitted Transferee or any other Person will not cause any portion of the
        Trust
        Fund to cease to qualify as a REMIC or cause the imposition of a tax upon
        any
        REMIC.

       

      No
        service charge will be made for any such registration of transfer or exchange
        of
        Certificates, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge that may be imposed
        in
        connection with any transfer or exchange of Certificates.

       

      The
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
        the
        Securities Administrator or a Servicer may treat the Person in whose name
        this
        Certificate is registered as the owner hereof for all purposes, and none
        of the
        Depositor, the Master Servicer, the Trustee, the Securities Administrator,
        the
        Servicers nor any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan remaining
        in
        REMIC I and (ii) the purchase by the party designated in the Agreement at
        a
        price determined as provided in the Agreement from REMIC I of all the Mortgage
        Loans and all property acquired in respect of such Mortgage Loans. The Agreement
        permits, but does not require, the party designated in the Agreement to purchase
        from REMIC I all the Mortgage Loans and all property acquired in respect
        of any
        Mortgage Loan at a price determined as provided in the Agreement. The exercise
        of such right will effect early retirement of the Certificates; however,
        such
        right to purchase is subject to the aggregate Scheduled Principal Balance
        of the
        Mortgage Loans (and properties acquired in respect thereof) at the time of
        purchase being less than or equal to 10% of the aggregate principal balance
        of
        the Mortgage Loans as of the Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        neither the Trustee nor the Securities Administrator assume any responsibility
        for their correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

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

       

      Dated:

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Officer

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      CERTIFICATE
        OF AUTHENTICATION

       

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

       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                Custodian

                ____________

                (Cust)
                  (Minor)

                under
                  Uniform Gifts 

                to
                  Minors Act

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                ________________

                (State)

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right 

                if
                  survivorship and not as 

                tenants
                  in common

              	 	 
	 	 	 	 
	
                Additional
                  abbreviations may also be used though not in the above
                  list.

              


      

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  

              
	
                unto

              	 
	 	 
	 	 


      

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee)

       

      a
        Percentage Interest equal to _____% evidenced by the within Asset Backed
        Pass-Through Certificate and hereby authorize(s) the registration of transfer
        of
        such interest to assignee on the Certificate Register of the Trust
        Fund.

       

      I
        (we)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ______________________________________________________________

      
        	 	 	
                .

              


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        B-1

      FORM
        OF
        TRANSFEROR REPRESENTATION LETTER

       

      [Date]

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust ACE 2006-SL1

       

      
        	 	
                Re:

              	
                ACE
                  Securities Corp. Home Equity Loan Trust, Series 2006-SL1 

                Asset
                  Backed Pass-Through Certificates

                Class
                  B-1, Class CE-1, Class CE-2, Class P and Class R
                  Certificates

              	 


      

      


      Ladies
        and Gentlemen:

       

      In
        connection with the transfer by ______________________ (the “Transferor”) to
        ___________________ (the “Transferee”) of the captioned mortgage pass-through
        certificates (the “Certificates”), the Transferor hereby certifies as
        follows:

       

      Neither
        the Transferor nor anyone acting on its behalf has (a) offered, pledged,
        sold,
        disposed of or otherwise transferred any Certificate, any interest in any
        Certificate or any other similar security to any person in any manner, (b)
        has
        solicited any offer to buy or to accept a pledge, disposition or other transfer
        of any Certificate, any interest in any Certificate or any other similar
        security from any person in any manner, (c) has otherwise approached or
        negotiated with respect to any Certificate, any interest in any Certificate
        or
        any other similar security with any person in any manner, (d) has made any
        general solicitation by means of general advertising or in any other manner,
        (e)
        has taken any other action, that (in the case of each of subclauses (a) through
        (e) above) would constitute a distribution of the Certificates under the
        Securities Act of 1933, as amended (the “1933 Act”), or would render the
        disposition of any Certificate a violation of Section 5 of the 1933 Act or
        any
        state securities law or would require registration or qualification pursuant
        thereto. The Transferor will not act, nor has it authorized or will it authorize
        any person to act, in any manner set forth in the foregoing sentence with
        respect to any Certificate. The Transferor will not sell or otherwise transfer
        any of the Certificates, except in compliance with the provisions of that
        certain Pooling and Servicing Agreement, dated as of January 1, 2006, among
        ACE
        Securities Corp. as Depositor, Wells Fargo Bank, N.A. as Master Servicer
        and
        Securities Administrator, GMAC Mortgage Corporation as a Servicer, Ocwen
        Loan
        Servicing, LLC as a Servicer and HSBC Bank USA, National Association as trustee
        (the “Pooling and Servicing Agreement”), pursuant to which Pooling and Servicing
        Agreement the Certificates were issued.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Capitalized
        terms used but not defined herein shall have the meanings assigned thereto
        in
        the Pooling and Servicing Agreement.

       

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [Transferor]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      FORM
        OF
        TRANSFEREE REPRESENTATION LETTER

       

      [Date]

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust ACE 2006-SL1

       

      
         

        
          	 	
                  Re:

                	
                  ACE
                    Securities Corp. Home Equity Loan Trust, Series 2006-SL1 

                  Asset
                    Backed Pass-Through Certificates

                  Class
                    B-1, Class CE-1, Class CE-2, Class P and Class R
                    Certificates

                	 


        

         

      

      Ladies
        and Gentlemen:

       

      In
        connection with the purchase from ______________________________ (the
“Transferor”) on the date hereof of the captioned trust certificates (the
“Certificates”), (the “Transferee”) hereby certifies as follows:

       

      1. The
        Transferee is a “qualified institutional buyer” as that term is defined in Rule
        144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
        completed either of the forms of certification to that effect attached hereto
        as
        Annex 1 or Annex 2. The Transferee is aware that the sale to it is being
        made in
        reliance on Rule 144A. The Transferee is acquiring the Certificates for its
        own
        account or for the account of a qualified institutional buyer, and understands
        that such Certificate may be resold, pledged or transferred only (i) to a
        person
        reasonably believed to be a qualified institutional buyer that purchases
        for its
        own account or for the account of a qualified institutional buyer to whom
        notice
        is given that the resale, pledge or transfer is being made in reliance on
        Rule
        144A, or (ii) pursuant to another exemption from registration under the 1933
        Act.

       

      2. The
        Transferee has been furnished with all information regarding (a) the
        Certificates and distributions thereon, (b) the nature, performance and
        servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
        referred to below, and (d) any credit enhancement mechanism associated with
        the
        Certificates, that it has requested.

       

      3. The
        Transferee: (a) is not an employee benefit plan or other plan subject to
        the
        prohibited transaction provisions of the Employee Retirement Income Security
        Act
        of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
        1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
        an investment manager, a named fiduciary or a trustee of any Plan) acting,
        directly or indirectly, on behalf of or purchasing any Certificate with “plan
        assets” of any Plan within the meaning of the Department of Labor (“DOL”)
        regulation at 29 C.F.R. § 2510.3-101 or (b) [[for
        Class CE-1, Class CE-2, Class P and Class R] has provided the Securities
        Administrator with an opinion of counsel on which the Trustee, the Depositor,
        the Master Servicer, the Securities Administrator and the Servicers may rely,
        acceptable to and in form and substance satisfactory to the Trustee to the
        effect that the purchase of Certificates is permissible under applicable
        law,
        will not constitute or result in any non-exempt prohibited transaction under
        ERISA or Section 4975 of the Code and will not subject the Trust Fund, the
        Trustee, the Depositor, the Master Servicer, the Securities Administrator
        or the
        Servicers to any obligation or liability (including obligations or liabilities
        under ERISA or Section 4975 of the Code) in addition to those undertaken
        in the
        Pooling and Servicing Agreement.] [[for Class B-1] (i) is an insurance company,
        (ii) the source of funds used to acquire or hold the certificate or interest
        therein is an “insurance company general account,” as such term is defined in
        Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (iii) (A) prior to
        the termination of the Supplemental Interest Trust, the acquisition and holding
        of such Certificate and the separate right to receive payments from the
        Supplemental Interest Trust are eligible for the exemptive relief under PTCE
        95-60 and (B) subsequent to the termination of the Supplemental Interest
        Trust,
        the conditions in Sections I and III of PTCE 95-60 have been
        satisfied.] 

      


      In
        addition, the Transferee hereby certifies, represents and warrants to, and
        covenants with, the Depositor, the Trustee, the Securities Administrator,
        the
        Master Servicer and the Servicers that the Transferee will not transfer such
        Certificates to any Plan or person unless such Plan or person meets the
        requirements set forth in paragraph 3 above.

       

      All
        capitalized terms used but not otherwise defined herein have the respective
        meanings assigned thereto in the Pooling and Servicing Agreement, dated as
        of
        January 1, 2006, among ACE Securities Corp. as Depositor, Wells Fargo Bank,
        N.A.
        as Master Servicer, Securities Administrator, GMAC Mortgage Corporation as
        a
        Servicer, Ocwen Loan Servicing, LLC as a Servicer and HSBC Bank USA, National
        Association as Trustee, pursuant to which the Certificates were
        issued.

       

      
        	 	 	 	 	 	 	 	
                [TRANSFEREE]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        1 TO EXHIBIT B-1

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Transferees Other Than Registered Investment Companies]

       

      The
        undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Securities Administrator, with
        respect to the asset backed pass-through certificates (the “Certificates”)
        described in the Transferee Certificate to which this certification relates
        and
        to which this certification is an Annex:

       

      1. As
        indicated below, the undersigned is the President, Chief Financial Officer,
        Senior Vice President or other executive officer of the entity purchasing
        the
        Certificates (the “Transferee”).

       

      2. In
        connection with purchases by the Transferee, the Transferee is a “qualified
        institutional buyer” as that term is defined in Rule 144A under the Securities
        Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a
        discretionary basis $________________1 
        in
        securities (except for the excluded securities referred to below) as of the
        end
        of the Transferee’s most recent fiscal year (such amount being calculated in
        accordance with Rule 144A) and (ii) the Transferee satisfies the criteria
        in the
        category marked below.

       

      
        	
                ___

              	
                Corporation,
                  etc.
                  The Transferee is a corporation (other than a bank, savings and
                  loan
                  association or similar institution), Massachusetts or similar business
                  trust, partnership, or any organization described in Section 501(c)(3)
                  of
                  the Internal Revenue Code of 1986.

              
	 	 
	
                ___

              	
                Bank.
                  The Transferee (a) is a national bank or banking institution organized
                  under the laws of any State, territory or the District of Columbia,
                  the
                  business of which is substantially confined to banking and is supervised
                  by the State or territorial banking commission or similar official
                  or is a
                  foreign bank or equivalent institution, and (b) has an audited
                  net worth
                  of at least $25,000,000 as demonstrated in its latest annual financial
                  statements, a
                  copy of which is attached hereto.

              
	 	 
	
                ___

              	
                Savings
                  and Loan.
                  The Transferee (a) is a savings and loan association, building
                  and loan
                  association, cooperative bank, homestead association or similar
                  institution, which is supervised and examined by a State or Federal
                  authority having supervision over any such institutions or is a
                  foreign
                  savings and loan association or equivalent institution and (b)
                  has an
                  audited net worth of at least $25,000,000 as demonstrated in its
                  latest
                  annual financial statements, a
                  copy of which is attached hereto.

              
	 	 
	
                ___

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

              
	 	 
	
                ___

              	
                Insurance
                  Company.
                  The Transferee is an insurance company whose primary and predominant
                  business activity is the writing of insurance or the reinsuring
                  of risks
                  underwritten by insurance companies and which is subject to supervision
                  by
                  the insurance commissioner or a similar official or agency of a
                  State,
                  territory or the District of Columbia.

              
	 	 
	
                ___

              	
                State
                  or Local Plan.
                  The Transferee is a plan established and maintained by a State,
                  its
                  political subdivisions, or any agency or instrumentality of the
                  State or
                  its political subdivisions, for the benefit of its
                  employees.

              
	 	 
	
                ___

              	
                ERISA
                  Plan.
                  The Transferee is an employee benefit plan within the meaning of
                  Title I
                  of the Employee Retirement Income Security Act of 1974.

              
	 	 
	
                ___

              	
                Investment
                  Advisor
                  The Transferee is an investment advisor registered under the Investment
                  Advisers Act of 1940.

              


      

       

      
        

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

                  


          

           

        

      

      3. The
        term
“securities”
        as used
        herein does
        not include
        (i)
        securities of issuers that are affiliated with the Transferee, (ii) securities
        that are part of an unsold allotment to or subscription by the Transferee,
        if
        the Transferee is a dealer, (iii) securities issued or guaranteed by the
        U.S. or
        any instrumentality thereof, (iv) bank deposit notes and certificates of
        deposit, (v) loan participations, (vi) repurchase agreements, (vii)
        securities owned but subject to a repurchase agreement and (viii) currency,
        interest rate and commodity swaps.

       

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

       

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

       

      
        	
                ___

              	
                ___

              	
                Will
                  the Transferee be purchasing the Certificates

              
	
                Yes

              	
                No

              	
                only
                  for the Transferee’s own account?

              


      

       

      6. If
        the
        answer to the foregoing question is “no”, the Transferee agrees that, in
        connection with any purchase of securities sold to the Transferee for the
        account of a third party (including any separate account) in reliance on
        Rule
        144A, the Transferee will only purchase for the account of a third party
        that at
        the time is a “qualified institutional buyer” within the meaning of Rule 144A.
        In addition, the Transferee agrees that the Transferee will not purchase
        securities for a third party unless the Transferee has obtained a current
        representation letter from such third party or taken other appropriate steps
        contemplated by Rule 144A to conclude that such third party independently
        meets
        the definition of “qualified institutional buyer” set forth in Rule
        144A.

       

      7. The
        Transferee will notify each of the parties to which this certification is
        made
        of any changes in the information and conclusions herein. Until such notice
        is
        given, the Transferee’s purchase of the Certificates will constitute a
        reaffirmation of this certification as of the date of such purchase. In
        addition, if the Transferee is a bank or savings and loan as provided above,
        the
        Transferee agrees that it will furnish to such parties updated annual financial
        statements promptly after they become available.

       

      Dated:

      
        	 	 	 	 	 	 	 	
                ___________________________________________

              
	 	 	 	 	 	 	 	
                Print
                  Name of Transferee

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        2 TO EXHIBIT B-1

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Transferees That Are Registered Investment Companies]

       

      The
        undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Securities Administrator, with
        respect to the asset backed pass-through certificates (the “Certificates”)
        described in the Transferee Certificate to which this certification relates
        and
        to which this certification is an Annex:

       

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

       

      2. In
        connection with purchases by the Transferee, the Transferee is a “qualified
        institutional buyer” as defined in Rule 144A because (i) the Transferee is an
        investment company registered under the Investment Company Act of 1940, and
        (ii)
        as marked below, the Transferee alone, or the Transferee’s Family of Investment
        Companies, owned at least $100,000,000 in securities (other than the excluded
        securities referred to below) as of the end of the Transferee’s most recent
        fiscal year. For purposes of determining the amount of securities owned by
        the
        Transferee or the Transferee’s Family of Investment Companies, the cost of such
        securities was used.

       

      
        	
                ___

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

              
	 	 
	
                ___

              	
                The
                  Transferee is part of a Family of Investment Companies which owned
                  in the
                  aggregate $_______________ in securities (other than the excluded
                  securities referred to below) as of the end of the Transferee’s most
                  recent fiscal year (such amount being calculated in accordance
                  with Rule
                  144A).

              


      

       

      3. The
        term
“Family
        of Investment Companies”
        as used
        herein means two or more registered investment companies (or series thereof)
        that have the same investment adviser or investment advisers that are affiliated
        (by virtue of being majority owned subsidiaries of the same parent or because
        one investment adviser is a majority owned subsidiary of the
        other).

       

      4. The
        term
“securities”
        as used
        herein does not include (i) securities of issuers that are affiliated with
        the
        Transferee or are part of the Transferee’s Family of Investment Companies, (ii)
        securities issued or guaranteed by the U.S. or any instrumentality thereof,
        (iii) bank deposit notes and certificates of deposit, (iv) loan participations,
        (v) repurchase agreements, (vi) securities owned but subject to a
        repurchase agreement and (vii) currency, interest rate and commodity
        swaps.

       

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

       

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

       

      Dated:

      
        	 	 	 	 	 	 	 	
                 

              
	 	 	 	 	 	 	 	
                Print
                  Name of Transferee or Advisor

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                IF
                  AN ADVISER:

                 

              
	 	 	 	 	 	 	 	
                 

              
	 	 	 	 	 	 	 	
                Print
                  Name of Transferee

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      FORM
        OF
        TRANSFEREE REPRESENTATION LETTER

       

      The
        undersigned hereby certifies on behalf of the purchaser named below (the
        “Purchaser”) as follows:

       

      1. I
        am an
        executive officer of the Purchaser.

       

      2. The
        Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
        144A”) under the Securities Act of 1933, as amended.

       

      3. As
        of the
        date specified below (which is not earlier than the last day of the Purchaser’s
        most recent fiscal year), the amount of “securities”, computed for purposes of
        Rule 144A, owned and invested on a discretionary basis by the Purchaser was
        in
        excess of $100,000,000.

       

      
        	
                Name
                  of Purchaser 

              	 
	 	 
	
                By:
                  (Signature) 

              	 
	 	 
	
                Name
                  of Signatory 

              	 
	 	 
	
                Title
                  

              	 
	 	 
	
                Date
                  of this certificate 

              	 
	 	 
	
                Date
                  of information provided in paragraph 3 

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        A TO EXHIBIT B-1 

       

      


       

      FORM
        OF
        REGULATION S TRANSFER CERTIFICATE

       

      [Date]

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust ACE 2006-SL1

       

      
        	
                Re:

              	
                ACE
                  Securities Corp. Home Equity Loan Trust, Series 2006-SL1 

                Asset
                  Backed Pass-Through Certificates, Class B-1, Class CE-1, 

                Class
                  CE-2 and/or Class P
                  Certificates     

              


      

       

      Ladies
        and Gentlemen:

       

      Reference
        is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
        as of January 1, 2006, among ACE Securities Corp. (the “Depositor”), Wells Fargo
        Bank, N.A., as master servicer and securities administrator (the “Master
        Servicer GMAC Mortgage Corporation as a servicer (“GMAC”), Ocwen Loan Servicing,
        LLC as a servicer (“Ocwen,” together with GMAC, each a “Servicer” and together
        the “Servicers”) and HSBC Bank USA, National Association, as trustee (the
“Trustee”). Capitalized terms used herein but not defined herein shall have the
        meanings assigned thereto in the Agreement.

       

      This
        letter relates to U.S. $[__________] Certificate Principal Balance of Class
        [B-1][CE-[1][2]][P] Certificates (the “Certificates”) which are held in the name
        of [name of transferor] (the “Transferor”) to effect the transfer of the
        Certificates to a person who wishes to take delivery thereof in the form
        of an
        equivalent beneficial interest [name of transferee] (the
“Transferee”).

       

      In
        connection with such request, the Transferor hereby certifies that such transfer
        has been effected in accordance with the transfer restrictions set forth
        in the
        Agreement and the private placement memorandum dated January __, 2006 relating
        to the Certificates and that the following additional requirements (if
        applicable) were satisfied:

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      
        	 	 	 	 	 	 	 	
                [Name
                  of Transferor]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        B-2

       

      FORM
        OF
        TRANSFEROR REPRESENTATION LETTER

       

      ____________,
        20__

      


      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust ACE 2006-SL1

       

      
        	
                Re:

              	
                ACE
                  Securities Corp. Home Equity Loan Trust, Series 2006-SL1 

                Asset
                  Backed Pass-Through Certificates, 

                Class
                  B-1, Class CE-1, Class CE-2, Class P and Class R
                  Certificates

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the transfer by ________________ (the “Transferor”) to
        __________________________ (the “Transferee”) of the captioned mortgage
        pass-through certificates (the “Certificates”), the Transferor hereby certifies
        as follows:

       

      Neither
        the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
        disposed of or otherwise transferred any Certificate, any interest in any
        Certificate or any other similar security to any person in any manner, (b)
        has
        solicited any offer to buy or to accept a pledge, disposition or other transfer
        of any Certificate, any interest in any Certificate or any other similar
        security from any person in any manner, (c) has otherwise approached or
        negotiated with respect to any Certificate, any interest in any Certificate
        or
        any other similar security with any person in any manner, (d) has made any
        general solicitation by means of general advertising or in any other manner,
        or
        (e) has taken any other action, that (as to any of (a) through (e) above)
        would
        constitute a distribution of the Certificates under the Securities Act of
        1933
        (the “Act’), that would render the disposition of any Certificate a violation of
        Section 5 of the Act or any state securities law, or that would require
        registration or qualification pursuant thereto. The Seller will not act,
        in any
        manner set forth in the foregoing sentence with respect to any Certificate.
        The
        Seller has not and will not sell or otherwise transfer any of the Certificates,
        except in compliance with the provisions of the Pooling and Servicing
        Agreement.

       

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                 

              
	 	 	 	 	 	 	 	
                (Transferor)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      FORM
        OF
        TRANSFEREE LETTER

       

      _______________,
        20__

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust ACE 2006-SL1

       

      
        	
                Re:

              	
                ACE
                  Securities Corp. Home Equity Loan Trust, Series 2006-SL1

                Asset
                  Backed Pass-Through Certificates, 

                Class
                  B-1, Class CE-1, Class CE-2, Class P and Class R
                  Certificates

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the transfer by ______________________ (the “Transferor”) to
        __________________________ (the “Transferee”) of the captioned mortgage
        pass-through certificates (the “Certificates”), the Transferee hereby certifies
        as follows:

       

      1. The
        Transferee understands that (a) the Certificates have not been and will not
        be
        registered or qualified under the Securities Act of 1933, as amended (the
“Act”)
        or any state securities law, (b) the Depositor is not required to so register
        or
        qualify the Certificates, (c) the Certificates may be resold only if registered
        and qualified pursuant to the provisions of the Act or any state securities
        law,
        or if an exemption from such registration and qualification is available,
        (d)
        the Pooling and Servicing Agreement contains restrictions regarding the transfer
        of the Certificates and (e) the Certificates will bear a legend to the foregoing
        effect.

       

      2. The
        Transferee is acquiring the Certificates for its own account for investment
        only
        and not with a view to or for sale in connection with any distribution thereof
        in any manner that would violate the Act or any applicable state securities
        laws.

       

      3. The
        Transferee is (a) a substantial, sophisticated institutional investor having
        such knowledge and experience in financial and business matters, and, in
        particular, in such matters related to securities similar to the Certificates,
        such that it is capable of evaluating the merits and risks of investment
        in the
        Certificates, (b) able to bear the economic risks of such an investment and
        (c)
        an “accredited investor” within the meaning of Rule 501(a) promulgated pursuant
        to the Act.

       

      4. The
        Transferee has been furnished with, and has had an opportunity to review
        (a) a
        copy of the Pooling and Servicing Agreement and (b) such other information
        concerning the Certificates, the Mortgage Loans and the Depositor as has
        been
        requested by the Transferee from the Depositor or the Transferor and is relevant
        to the Transferee’s decision to purchase the Certificates. The Transferee has
        had any questions arising from such review answered by the Depositor or the
        Transferor to the satisfaction of the Transferee.

       

      5. The
        Transferee has not and will not nor has it authorized or will it authorize
        any
        person to (a) offer, pledge, sell, dispose of or otherwise transfer any
        Certificate, any interest in any Certificate or any other similar security
        to
        any person in any manner, (b) solicit any offer to buy or to accept a pledge,
        disposition of other transfer of any Certificate, any interest in any
        Certificate or any other similar security from any person in any manner,
        (c)
        otherwise approach or negotiate with respect to any Certificate, any interest
        in
        any Certificate or any other similar security with any person in any manner,
        (d)
        make any general solicitation by means of general advertising or in any other
        manner or (e) take any other action, that (as to any of (a) through (e) above)
        would constitute a distribution of any Certificate under the Act, that would
        render the disposition of any Certificate a violation of Section 5 of the
        1933
        Act or any state securities law, or that would require registration or
        qualification pursuant thereto. The Transferee will not sell or otherwise
        transfer any of the Certificates, except in compliance with the provisions
        of
        the Pooling and Servicing Agreement.

       

      6. The
        Transferee: (a) is not an employee benefit plan or other plan subject to
        the
        prohibited transaction provisions of the Employee Retirement Income Security
        Act
        of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
        1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
        an investment manager, a named fiduciary or a trustee of any Plan) acting,
        directly or indirectly, on behalf of or purchasing any Certificate with “plan
        assets” of any Plan within the meaning of the Department of Labor (“DOL”)
        regulation at 29 C.F.R. § 2510.3-101 or (b) [[for Class CE-1, Class CE-2, Class
        P and Class R] has provided the Trustee with an opinion of counsel on which
        the
        Depositor, the Master Servicer, the Securities Administrator, the Trustee
        and
        the Servicers may rely, acceptable to and in form and substance satisfactory
        to
        the Trustee to the effect that the purchase of Certificates is permissible
        under
        applicable law, will not constitute or result in any non-exempt prohibited
        transaction under ERISA or Section 4975 of the Code and will not subject
        the
        Trust Fund, the Trustee, the Master Servicer, the Securities Administrator,
        the
        Depositor or the Servicers to any obligation or liability (including obligations
        or liabilities under ERISA or Section 4975 of the Code) in addition to those
        undertaken in the Pooling and Servicing Agreement.] [[for Class B-1] (i)
        is an
        insurance company, (ii) the source of funds used to acquire or hold the
        certificate or interest therein is an “insurance company general account,” as
        such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60,
        and (iii) (A) prior to the termination of the Supplemental Interest Trust,
        the
        acquisition and holding of such Certificate and the separate right to receive
        payments from the Supplemental Interest Trust are eligible for the exemptive
        relief under PTCE 95-60 and (B) subsequent to the termination of the
        Supplemental Interest Trust, the conditions in Sections I and III of PTCE
        95-60
        have been satisfied.]

       

      In
        addition, the Transferee hereby certifies, represents and warrants to, and
        covenants with, the Depositor, the Trustee, the Securities Administrator,
        the
        Master Servicer and the Servicers that the Transferee will not transfer such
        Certificates to any Plan or person unless such Plan or person meets the
        requirements set forth in paragraph 6 above.

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        B-3

       

      TRANSFER
        AFFIDAVIT AND AGREEMENT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      ___________________________
        being duly sworn, deposes, represents and warrants as follows:

       

      
        	 	
                1.

              	
                I
                  am a _____________________ of _______________________________ (the
                  “Owner”) a corporation duly organized and existing under the laws of
                  _________________________, the record owner of ACE Securities Corp.
                  Home
                  Equity Loan Trust, Series 2006-SL1 Asset Backed Pass-Through Certificates,
                  Class R Certificates (the “Class R Certificates”), on behalf of whom I
                  make this affidavit and agreement. Capitalized terms used but not
                  defined
                  herein have the respective meanings assigned thereto in the Pooling
                  and
                  Servicing Agreement pursuant to which the Class R Certificates
                  were
                  issued.

              


      

       

      
        	 	
                2.

              	
                The
                  Owner (i) is and will be a “Permitted Transferee” as of
                  ____________________. ____ and (ii) is acquiring the Class R Certificates
                  for its own account or for the account of another Owner from which
                  it has
                  received an affidavit in substantially the same form as this affidavit.
                  A
                  “Permitted Transferee” is any person other than a “disqualified
                  organization” or a possession of the United States. For this purpose, a
                  “disqualified organization” means the United States, any state or
                  political subdivision thereof, any agency or instrumentality of
                  any of the
                  foregoing (other than an instrumentality all of the activities
                  of which
                  are subject to tax and, except for the Federal Home Loan Mortgage
                  Corporation, a majority of whose board of directors is not selected
                  by any
                  such governmental entity) or any foreign government, international
                  organization or any agency or instrumentality of such foreign government
                  or organization, any real electric or telephone cooperative, or
                  any
                  organization (other than certain farmers’ cooperatives) that is generally
                  exempt from federal income tax unless such organization is subject
                  to the
                  tax on unrelated business taxable
                  income.

              


      

       

      
        	 	
                3.

              	
                The
                  Owner is aware (i) of the tax that would be imposed on transfers
                  of the
                  Class R Certificates to disqualified organizations under the Internal
                  Revenue Code of 1986 that applies to all transfers of the Class
                  R
                  Certificates after April 31, 1988; (ii) that such tax would be
                  on the
                  transferor or, if such transfer is through an agent (which person
                  includes
                  a broker, nominee or middleman) for a non-Permitted Transferee,
                  on the
                  agent; (iii) that the person otherwise liable for the tax shall
                  be
                  relieved of liability for the tax if the transferee furnishes to
                  such
                  person an affidavit that the transferee is a Permitted Transferee
                  and, at
                  the time of transfer, such person does not have actual knowledge
                  that the
                  affidavit is false; and (iv) that each of the Class R Certificates
                  may be
                  a “noneconomic residual interest” within the meaning of proposed Treasury
                  regulations promulgated under the Code and that the transferor
                  of a
                  “noneconomic residual interest” will remain liable for any taxes due with
                  respect to the income on such residual interest, unless no significant
                  purpose of the transfer is to impede the assessment or collection
                  of
                  tax.

              


      

       

      
        	 	
                4.

              	
                The
                  Owner is aware of the tax imposed on a “pass-through entity” holding the
                  Class R Certificates if, at any time during the taxable year of
                  the
                  pass-through entity, a non-Permitted Transferee is the record holder
                  of an
                  interest in such entity. (For this purpose, a “pass-through entity”
                  includes a regulated investment company, a real estate investment
                  trust or
                  common trust fund, a partnership, trust or estate, and certain
                  cooperatives.)

              


      

       

      
        	 	
                5.

              	
                The
                  Owner is aware that the Securities Administrator will not register
                  the
                  transfer of any Class R Certificate unless the transferee, or the
                  transferee’s agent, delivers to the Securities Administrator, among other
                  things, an affidavit in substantially the same form as this affidavit.
                  The
                  Owner expressly agrees that it will not consummate any such transfer
                  if it
                  knows or believes that any of the representations contained in
                  such
                  affidavit and agreement are false.

              


      

       

      
        	 	
                6.

              	
                The
                  Owner consents to any additional restrictions or arrangements that
                  shall
                  be deemed necessary upon advice of counsel to constitute a reasonable
                  arrangement to ensure that the Class R Certificates will only be
                  owned,
                  directly or indirectly, by an Owner that is a Permitted
                  Transferee.

              


      

       

      
        	 	
                7.

              	
                The
                  Owner’s taxpayer identification number is
                  ________________.

              


      

       

      
        	 	
                8.

              	
                The
                  Owner has reviewed the restrictions set forth on the face of the
                  Class R
                  Certificates and the provisions of Section 6.02(d) of the Pooling
                  and
                  Servicing Agreement under which the Class R Certificates were issued
                  (in
                  particular, clauses (iii)(A) and (iii)(B) of Section 6.02(d) which
                  authorize the Securities Administrator to deliver payments to a
                  person
                  other than the Owner and negotiate a mandatory sale by the Securities
                  Administrator in the event that the Owner holds such Certificate
                  in
                  violation of Section 6.02(d)); and that the Owner expressly agrees
                  to be
                  bound by and to comply with such restrictions and
                  provisions.

              


      

       

      
        	 	
                9.

              	
                The
                  Owner is not acquiring and will not transfer the Class R Certificates
                  in
                  order to impede the assessment or collection of any
                  tax.

              


      

       

      
        	 	
                10.

              	
                The
                  Owner anticipates that it will, so long as it holds the Class R
                  Certificates, have sufficient assets to pay any taxes owed by the
                  holder
                  of such Class R Certificates, and hereby represents to and for
                  the benefit
                  of the person from whom it acquired the Class R Certificates that
                  the
                  Owner intends to pay taxes associated with holding such Class R
                  Certificates as they become due, fully understanding that it may
                  incur tax
                  liabilities in excess of any cash flows generated by the Class
                  R
                  Certificates.

              


      

       

      
        	 	
                11.

              	
                The
                  Owner has no present knowledge that it may become insolvent or
                  subject to
                  a bankruptcy proceeding for so long as it holds the Class R
                  Certificates.

              


      

       

      
        	 	
                12.

              	
                The
                  Owner has no present knowledge or expectation that it will be unable
                  to
                  pay any United States taxes owed by it so long as any of the Certificates
                  remain outstanding.

              


      

       

      
        	 	
                13.

              	
                The
                  Owner is not acquiring the Class R Certificates with the intent
                  to
                  transfer the Class R Certificates to any person or entity that
                  will not
                  have sufficient assets to pay any taxes owed by the holder of such
                  Class R
                  Certificates, or that may become insolvent or subject to a bankruptcy
                  proceeding, for so long as the Class R Certificates remain
                  outstanding.

              


      

       

      
        	 	
                14.

              	
                The
                  Owner will, in connection with any transfer that it makes of the
                  Class R
                  Certificates, obtain from its transferee the representations required
                  by
                  Section 6.02(d) of the Pooling and Servicing Agreement under which
                  the
                  Class R Certificate were issued and will not consummate any such
                  transfer
                  if it knows, or knows facts that should lead it to believe, that
                  any such
                  representations are false.

              


      

       

      
        	 	
                15.

              	
                The
                  Owner will, in connection with any transfer that it makes of the
                  Class R
                  Certificates, deliver to the Securities Administrator an affidavit,
                  which
                  represents and warrants that it is not transferring the Class R
                  Certificates to impede the assessment or collection of any tax
                  and that it
                  has no actual knowledge that the proposed transferee: (i) has insufficient
                  assets to pay any taxes owed by such transferee as holder of the
                  Class R
                  Certificates; (ii) may become insolvent or subject to a bankruptcy
                  proceeding for so long as the Class R Certificates remains outstanding;
                  and (iii) is not a “Permitted
                  Transferee”.

              


      

       

      
        	 	
                16.

              	
                The
                  Owner is a citizen or resident of the United States, a corporation,
                  partnership or other entity created or organized in, or under the
                  laws of,
                  the United States or any political subdivision thereof, or an estate
                  or
                  trust whose income from sources without the United States may be
                  included
                  in gross income for United States federal income tax purposes regardless
                  of its connection with the conduct of a trade or business within
                  the
                  United States.

              


      

       

      
        	 	
                17.

              	
                The
                  Owner of the Class R Certificate, hereby agrees that in the event
                  that the
                  Trust Fund created by the Pooling and Servicing Agreement is terminated
                  pursuant to Section 10.01 thereof, the undersigned shall assign
                  and
                  transfer to the Holders of the Class CE-1, Class CE-2 and the Class
                  P
                  Certificates any amounts in excess of par received in connection
                  with such
                  termination. Accordingly, in the event of such termination, the
                  Securities
                  Administrator is hereby authorized to withhold any such amounts
                  in excess
                  of par and to pay such amounts directly to the Holders of the Class
                  CE-1,
                  Class CE-2 and the Class P Certificates. This agreement shall bind
                  and be
                  enforceable against any successor, transferee or assigned of the
                  undersigned in the Class R Certificate. In connection with any
                  transfer of
                  the Class R Certificate, the Owner shall obtain an agreement substantially
                  similar to this clause from any subsequent
                  owner.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of
        _________________, ____.

       

      
        	 	 	 	 	 	 	 	
                [OWNER]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:
                  [Vice] President

              


      

      


       

      ATTEST:

       

      
        	
                By:

              	 
	 	
                Name:

              
	 	
                Title:
                  [Assistant] Secretary

              


      

      


       

      Personally
        appeared before me the above-named __________________, known or proved to
        me to
        be the same person who executed the foregoing instrument and to be a [Vice]
        President of the Owner, and acknowledged to me that [he/she] executed the
        same
        as [his/her] free act and deed and the free act and deed of the
        Owner.

       

      Subscribed
        and sworn before me this ______________ day of __________, ____.

       

      


      


      
        	 	 
	 	
                Notary
                  Public

              
	 	 
	 	
                County
                  of _____________________________

              
	 	
                State
                  of _______________________________

              
	 	 
	 	
                My
                  Commission expires:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      FORM
        OF
        TRANSFEROR AFFIDAVIT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      _________________________,
        being duly sworn, deposes, represents and warrants as follows:

       

      1. I
        am
        a ____________________
        of _________________________ (the “Owner”), a corporation duly organized and
        existing under the laws of _____________, on behalf of whom I make this
        affidavit.

       

      2. The
        Owner
        is not transferring the Class R Certificates (the “Residual Certificates”) to
        impede the assessment or collection of any tax.

       

      3. The
        Owner
        has no actual knowledge that the Person that is the proposed transferee (the
        “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
        any taxes owed by such proposed transferee as holder of the Residual
        Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
        for so long as the Residual Certificates remain outstanding and (iii) is
        not a
        Permitted Transferee.

       

      4. The
        Owner
        understands that the Purchaser has delivered to the Trustee or a transfer
        affidavit and agreement in the form attached to the Pooling and Servicing
        Agreement as Exhibit B-2. The Owner does not know or believe that any
        representation contained therein is false.

       

      5. At
        the
        time of transfer, the Owner has conducted a reasonable investigation of the
        financial condition of the Purchaser as contemplated by Treasury Regulations
        Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
        has
        determined that the Purchaser has historically paid its debts as they became
        due
        and has found no significant evidence to indicate that the Purchaser will
        not
        continue to pay its debts as they become due in the future. The Owner
        understands that the transfer of a Residual Certificate may not be respected
        for
        United States income tax purposes (and the Owner may continue to be liable
        for
        United States income taxes associated therewith) unless the Owner has conducted
        such an investigation.

       

      6. Capitalized
        terms not otherwise defined herein shall have the meanings ascribed to them
        in
        the Pooling and Servicing Agreement.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of
        ________________, ____.

       

      
        	 	 	 	 	 	 	 	
                [OWNER]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:
                  [Vice] President

              


      

      


       

      ATTEST:

      


      


      
        	
                By:

              	 	 
	 	
                Name:

              	 
	 	
                Title:
                  [Assistant] Secretary

              	 


      

      


       

      Personally
        appeared before me the above-named _________________, known or proved to
        me to
        be the same person who executed the foregoing instrument and to be a [Vice]
        President of the Owner, and acknowledged to me that [he/she] executed the
        same
        as [his/her] free act and deed and the free act and deed of the
        Owner.

       

      Subscribed
        and sworn before me this ______ day of _____________, ____.

       

      


      
        	 	 
	 	
                Notary
                  Public

              
	 	 
	 	
                County
                  of _____________________________

              
	 	
                State
                  of _______________________________

              
	 	 
	 	
                My
                  Commission expires:

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        C

       

      BACK-UP
        CERTIFICATION

       

      Re: __________
        (the “Trust”)

       

      Mortgage
        Pass-Through Certificates, Series 2006-SL1

       

      I,
        [identify the certifying individual], certify to ACE Securities Corp. (the
        “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
        Fargo Bank, National Association (the “Master Servicer”), and their respective
        officers, directors and affiliates, and with the knowledge and intent that
        they
        will rely upon this certification, that:

       

       

      (1) I
        have
        reviewed the servicer compliance statement of the Company provided in accordance
        with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
        assessment of the Company’s compliance with the servicing criteria set forth in
        Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
        with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
        (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
        Assessment”), the registered public accounting firm’s attestation report
        provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
        and
        Section 1122(b) of Regulation AB (the “Attestation
        Report”), and all servicing reports, officer’s certificates and other
        information relating to the servicing of the Mortgage Loans by the Company
        during 200[ ] that were delivered by the Company to the Master Servicer pursuant
        to the Agreement (collectively, the “Company Servicing
        Information”);

       

      (2) Based
        on
        my knowledge, the Company Servicing Information, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Company Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Company Servicing Information required to be provided
        by the Company under the Agreement has been provided to Master
        Servicer;

       

      (4) I
        am
        responsible for reviewing the activities performed by the Company as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        the
        Company has fulfilled its obligations under the Agreement in all material
        respects; and

       

      (5) The
        Compliance Statement required to be delivered by the Company pursuant to
        the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Company and by any Subservicer or Subcontractor pursuant
        to the
        Agreement, have been provided to Master Servicer. Any material instances
        of
        noncompliance described in such reports have been disclosed to Master Servicer.
        Any material instance of noncompliance with the Servicing Criteria has been
        disclosed in such reports.

       

      


      Capitalized
        terms used and not otherwise defined herein have the meanings assigned thereto
        in the Pooling and Servicing Agreement (the “Agreement”), dated as of January 1,
        2006, among ACE Securities Corp., Wells Fargo Bank, N.A., GMAC Mortgage
        Corporation, Ocwen Loan Servicing, LLC and HSBC Bank USA, National
        Association

       

      
        	
                Date:

              	 	 
	 	 
	 	 
	
                [Signature]

              	 
	 	 
	
                [Title]

              	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        D

      


      FORM
        OF
        POWER OF ATTORNEY

      


      RECORDING
        REQUESTED BY

      AND
        WHEN
        RECORDED MAIL TO

      [Servicer]

      [Servicer’s
        Address]

      


      Attn:
        _________________________________

      


      LIMITED
        POWER OF ATTORNEY

      


      


      KNOW
        ALL
        MEN BY THESE PRESENTS, that ________________,
        having
        its principal place of business at ____________________,
        as
        Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement among
___________________
        (the
“Depositor”), Wells Fargo Bank, National Association, as Master Servicer and
        Securities Administrator, GMAC Mortgage Corporation as a servicer (“GMAC”),
        Ocwen Loan Servicing, LLC as a servicer (“Ocwen”) and the Trustee, dated as of
        January 1, 2006 (the “Pooling and Servicing Agreement”), hereby constitutes and
        appoints [GMAC][Ocwen] (the “Servicer”), by and through the Servicer’s officers,
        the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and
        stead and for the Trustee’s benefit, in connection with all mortgage loans
        serviced by the Servicer pursuant to the Pooling and Servicing Agreement
        for the
        purpose of performing all acts and executing all documents in the name of
        the
        Trustee as may be customarily and reasonably necessary and appropriate to
        effectuate the following enumerated transactions in respect of any of the
        mortgages or deeds of trust (the “Mortgages” and the “Deeds of Trust”,
        respectively) and promissory notes secured thereby (the “Mortgage Notes”) for
        which the undersigned is acting as Trustee for various certificateholders
        (whether the undersigned is named therein as mortgagee or beneficiary or
        has
        become mortgagee by virtue of endorsement of the Mortgage Note secured by
        any
        such Mortgage or Deed of Trust) and for which the Servicer is acting as
        servicer, all subject to the terms of the Pooling and Servicing
        Agreement.

      


      This
        appointment shall apply to the following enumerated transactions
        only:

      


      
        	
                1.

              	
                The
                  modification or re-recording of a Mortgage or Deed of Trust, where
                  said
                  modification or re-recordings is for the purpose of correcting
                  the
                  Mortgage or Deed of Trust to conform same to the original intent
                  of the
                  parties thereto or to correct title errors discovered after such
                  title
                  insurance was issued and said modification or re-recording, in
                  either
                  instance, does not adversely affect the lien of the Mortgage or
                  Deed of
                  Trust as insured.

              


      

      


      
        	
                2.

              	
                The
                  subordination of the lien of a Mortgage or Deed of Trust to an
                  easement in
                  favor of a public utility company of a government agency or unit
                  with
                  powers of eminent domain; this section shall include, without limitation,
                  the execution of partial satisfactions/releases, partial reconveyances
                  or
                  the execution or requests to trustees to accomplish
                  same.

              


      

      


      
        	
                3.

              	
                The
                  conveyance of the properties to the mortgage insurer, or the closing
                  of
                  the title to the property to be acquired as real estate owned,
                  or
                  conveyance of title to real estate
                  owned.

              


      

      


      4. The
        completion of loan assumption agreements.

      


      
        	
                5.

              	
                The
                  full satisfaction/release of a Mortgage or Deed of Trust or full
                  conveyance upon payment and discharge of all sums secured thereby,
                  including, without limitation, cancellation of the related Mortgage
                  Note.

              


      

      


      
        	
                6.

              	
                The
                  assignment of any Mortgage or Deed of Trust and the related Mortgage
                  Note,
                  in connection with the repurchase of the mortgage loan secured
                  and
                  evidenced thereby.

              


      

      


      
        	
                7.

              	
                The
                  full assignment of a Mortgage or Deed of Trust upon payment and
                  discharge
                  of all sums secured thereby in conjunction with the refinancing
                  thereof,
                  including, without limitation, the assignment of the related Mortgage
                  Note.

              


      

      


      
        	
                8.

              	
                With
                  respect to a Mortgage or Deed of Trust, the foreclosure, the taking
                  of a
                  deed in lieu of foreclosure, or the completion of judicial or non-judicial
                  foreclosure or termination, cancellation or rescission of any such
                  foreclosure, including, without limitation, any and all of the
                  following
                  acts:

              


      

      


      
        	 	
                a.

              	
                the
                  substitution of trustee(s) serving under a Deed of Trust, in accordance
                  with state law and the Deed of
                  Trust;

              


      

      


      
        	 	
                b.

              	
                the
                  preparation and issuance of statements of breach or
                  non-performance;

              


      

      


      
        	 	
                c.

              	
                the
                  preparation and filing of notices of default and/or notices of
                  sale;

              


      

      


      
        	 	
                d.

              	
                the
                  cancellation/rescission of notices of default and/or notices of
                  sale;

              


      

      


      
        	 	
                e.

              	
                the
                  taking of a deed in lieu of foreclosure;
                  and

              


      

      


      
        	 	
                f.

              	
                the
                  preparation and execution of such other documents and performance
                  of such
                  other actions as may be necessary under the terms of the Mortgage,
                  Deed of
                  Trust or state law to expeditiously complete said transactions
                  in
                  paragraphs 8.a. through 8.e.,
                  above.

              


      

      


      The
        undersigned gives said Attorney-in-Fact full power and authority to execute
        such
        instruments and to do and perform all and every act and thing necessary and
        proper to carry into effect the power or powers granted by or under this
        Limited
        Power of Attorney as fully as the undersigned might or could do, and hereby
        does
        ratify and confirm to all that said Attorney-in-Fact shall lawfully do or
        cause
        to be done by authority hereof. 

      


      Third
        parties without actual notice may rely upon the exercise of the power granted
        under this Limited Power of attorney; and may be satisfied that this Limited
        Power of Attorney shall continue in full force and effect and has not been
        revoked unless an instrument of revocation has been made in writing by the
        undersigned.

      


      IN
        WITNESS WHEREOF, ________________
        as
        Trustee pursuant to that Pooling and Servicing Agreement among the Depositor,
        Wells Fargo Bank, National Association, GMAC Mortgage Corporation, Ocwen
        Loan
        Servicing, LLC and the Trustee, dated as of ___________
        1, 200__
        (_____________
        Asset
        Backed Certificates, Series 200__-___), has caused its corporate seal to
        be
        hereto affixed and these presents to be signed and acknowledged in its name
        and
        behalf by ____________
        its duly
        elected and authorized Vice President this _________
        day of
_________,
        200__.

      


      
        	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	
                as
                  Trustee for _____ Asset 

                Backed
                  Certificates, Series 200__-___

              
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	 


      

      
 

      
        	
                STATE
                  OF _____________

              
	 
	
                COUNTY
                  OF ___________

              


      

      


      


      On
        _______________,
        200__,
        before me, the undersigned, a Notary Public in and for said state, personally
        appeared ____________,
        Vice
        President of ____________________
        as
        Trustee for ___________ Asset Backed Certificates, Series 200__-___, personally
        known to me to be the person whose name is subscribed to the within instrument
        and acknowledged to me that he/she executed that same in his/her authorized
        capacity, and that by his/her signature on the instrument the entity upon
        behalf
        of which the person acted and executed the instrument.

      


      WITNESS
        my hand and official seal.

      (SEAL)

      
        	 	 
	 	
                Notary
                  Public

              
	 	
                My
                  Commission Expires
                  _________________

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

      


      SERVICING
        CRITERIA

      


      Schedule
        1122 (Pooling and Servicing Agreement)

       

      Assessments
        of Compliance and Attestation Reports Servicing Criteria2 

       

      
        	
                Reg.
                  AB Item 1122(d) Servicing Criteria

              	
                Depositor

              	
                Seller

              	
                Servicer

              	
                Trustee

              	
                Custodian

              	
                Paying
                  Agent

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	
                (1) General
                  Servicing Considerations

              	 	 	 	 	 	 	 	 
	
                (i) monitoring
                  performance or other triggers and events of default

              	 	 	
                X

              	 	 	 	
                X

              	
                X

              
	
                (ii) monitoring
                  performance of vendors of activities outsourced

              	 	 	
                X

              	 	 	 	 	 
	
                (ii) maintenance
                  of back-up servicer for pool assets

              	 	 	 	 	 	 	 	 
	
                (iv) fidelity
                  bond and E&O policies in effect

              	 	 	
                X

              	 	 	 	
                X

              	 
	
                (2) Cash
                  Collection and Administration

              	 	 	 	 	 	 	 	 
	
                (i) timing
                  of deposits to custodial account

              	 	 	
                X

              	 	 	
                X

              	
                X

              	
                X

              
	
                (ii) wire
                  transfers to investors by authorized personnel

              	 	 	
                X

              	 	 	
                X

              	 	
                X

              
	
                (iii) advances
                  or guarantees made, reviewed and approved as required

              	 	 	
                X

              	 	 	 	
                X

              	 
	
                (iv) accounts
                  maintained as required

              	 	 	
                X

              	 	 	
                X

              	 	
                X

              
	
                (v) accounts
                  at federally insured depository institutions

              	 	 	
                X

              	 	 	
                X

              	 	
                X

              
	
                (vi) unissued
                  checks safeguarded

              	 	 	
                X

              	 	 	
                X

              	 	
                X

              
	
                (vii) monthly
                  reconciliations of accounts

              	 	 	
                X

              	 	 	
                X

              	
                X

              	
                X

              
	
                (3) Investor
                  Remittances and Reporting

              	 	 	 	 	 	 	 	 
	
                (i) investor
                  reports

              	 	 	
                X

              	 	 	 	
                X

              	
                X

              
	
                (ii) remittances

              	 	 	
                X

              	 	 	
                X

              	 	
                X

              
	
                (iii) proper
                  posting of distributions

              	 	 	
                X

              	 	 	
                X

              	 	
                X

              
	
                (iv) reconciliation
                  of remittances and payment statements

              	 	 	
                X

              	 	 	
                X

              	
                X

              	
                X

              
	
                (4) Pool
                  Asset Administration

              	 	 	 	 	 	 	 	 
	
                (i) maintenance
                  of pool collateral

              	 	 	
                X

              	 	
                X

              	 	 	 
	
                (ii) safeguarding
                  of pool assets/documents

              	 	 	
                X

              	 	
                X

              	 	 	 
	
                (iii) additions,
                  removals and substitutions of pool assets

              	 	 	
                X

              	 	 	 	 	 
	
                (iv) posting
                  and allocation of pool asset payments to pool assets

              	 	 	
                X

              	 	 	 	 	 
	
                (v) reconciliation
                  of servicer records

              	 	 	
                X

              	 	 	 	 	 
	
                (vi) modifications
                  or other changes to terms of pool assets

              	 	 	
                X

              	 	 	 	 	 
	
                (vii) loss
                  mitigation and recovery actions

              	 	 	
                X

              	 	 	 	 	 
	
                (viii)records
                  regarding collection efforts

              	 	 	
                X

              	 	 	 	 	 
	
                (ix) adjustments
                  to variable interest rates on pool assets

              	 	 	
                X

              	 	 	 	 	 
	
                (x) matters
                  relating to funds held in trust for obligors

              	 	 	
                X

              	 	 	 	 	 
	
                (xi) payments
                  made on behalf of obligors (such as for taxes or
                  insurance)

              	 	 	
                X

              	 	 	 	 	 
	
                (xii) late
                  payment penalties with respect to payments made on behalf of obligors
                  

              	 	 	
                X

              	 	 	 	 	 
	
                (xiii)records
                  with respect to payments made on behalf of obligors

              	 	 	
                X

              	 	 	 	 	 
	
                (xiv) recognition
                  and recording of delinquencies, charge-offs and uncollectible
                  accounts

              	 	 	
                X

              	 	 	 	 	 
	
                (xv) maintenance
                  of external credit enhancement or other support

              	 	 	 	 	 	 	 	
                X

              


      

      

        

      

      
        
          *
            The
            descriptions of the Item 1122(d) servicing criteria use key words and
            phrases
            and are not verbatim recitations of the servicing criteria. Refer to
            Regulation
            AB, Item 1122 for a full description of servicing
            criteria.

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        F

       

      
        MORTGAGE
          LOAN PURCHASE AGREEMENT

         

        This
          is a
          Mortgage Loan Purchase Agreement (this “Agreement”), dated January 27, 2006,
          between DB Structured Products, Inc., a Delaware corporation (the “Seller”) and
          ACE Securities Corp., a Delaware corporation (the “Purchaser”).

         

        Preliminary
          Statement

         

        The
          Seller intends to sell the Mortgage Loans (as hereinafter identified) to
          the
          Purchaser on the terms and subject to the conditions set forth in this
          Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
          pool comprising the Trust Fund. The Trust Fund will be evidenced by a single
          series of mortgage pass-through certificates designated as ACE Securities
          Corp.
          Home Equity Loan Trust, Series 2006-SL1, Asset Backed Pass-Through Certificates
          (the “Certificates”). The Certificates will consist of sixteen classes of
          certificates. The Certificates will be issued pursuant to a Pooling and
          Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust, Series
          2006-SL1, Asset Backed Pass-Through Certificates, dated as of January 1,
          2006
          (the “Pooling and Servicing Agreement”), among the Purchaser as depositor, Wells
          Fargo Bank, N.A. as master servicer (the “Master Servicer”) and securities
          administrator (the “Securities Administrator”), Ocwen Loan Servicing, LLC as a
          servicer (“Ocwen” or a “Servicer”), GMAC Mortgage Corporation as a servicer
          (“GMAC” or a “Servicer” and together with Ocwen collectively, the “Servicers”)
          and HSBC Bank USA, National Association as trustee (the “Trustee”). The
          Purchaser will sell the Class A, Class M-1A, Class M-1B, Class M-2, Class
          M-3,
          Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates
          (collectively, the “Mezzanine Certificates”) to Deutsche Bank Securities Inc.
          (“DBSI”), pursuant to the Amended and Restated Underwriting Agreement, dated as
          of June 24, 1999, as amended and restated to and including January 25,
          2006,
          between the Purchaser and DBSI, and the Terms Agreement, dated January
          26, 2006
          (collectively, the “Underwriting Agreement”), between the Purchaser and DBSI.
          The Purchaser will sell the Class B-1 Certificates to DBSI pursuant to
          the
          Purchase Agreement dated as of January 26, 2006 between Purchaser and DBSI.
          Capitalized terms used but not defined herein shall have the meanings set
          forth
          in the Pooling and Servicing Agreement.

         

        The
          parties hereto agree as follows:

         

         

        SECTION
          1. Agreement
          to Purchase.
          The
          Seller hereby sells, and the Purchaser hereby purchases, on January 27,
          2006
          (the “Closing Date”), certain conventional, one- to four-family, fixed-rate,
          second lien, residential mortgage loans (the “Mortgage Loans”), having an
          aggregate principal balance as of the close of business on January 1, 2006
          (the
“Cut-off Date”) of approximately $421,957,378 (the “Closing Balance”), after
          giving effect to all payments due on the Mortgage Loans on or before the
          Cut-off
          Date, whether or not received, including the right to any Prepayment Charges
          payable by the related Mortgagors in connection with any Principal Prepayments
          on the Mortgage Loans.

         

         

        SECTION
          2. Mortgage
          Loan Schedule.
          The
          Purchaser and the Seller have agreed upon which of the mortgage loans owned
          by
          the Seller are to be purchased by the Purchaser pursuant to this Agreement
          and
          the Seller will prepare or cause to be prepared on or prior to the Closing
          Date
          a final schedule (the “Closing Schedule”) that shall describe such Mortgage
          Loans and set forth all of the Mortgage Loans to be purchased under this
          Agreement, including the Prepayment Charges. The Closing Schedule will
          conform
          to the requirements set forth in this Agreement and to the definition of
          “Mortgage Loan Schedule” under the Pooling and Servicing Agreement.

         

         

        SECTION
          3. Consideration.

         

        (a) In
          consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
          shall, as described in Section 8, (i) pay to or upon the order of the Seller
          in
          immediately available funds an amount (the “Purchase Price”) equal to (i)
          $________*1 
          and (ii)
          a 100% interest in the Class CE-1, Class CE-2, Class P and the Class R
          Certificates (collectively the “DB Certificates”). The DB Certificates shall be
          in the name of “Deutsche Bank Securities Inc.”

         

        (b) The
          Purchaser or any assignee, transferee or designee of the Purchaser shall
          be
          entitled to all scheduled payments of principal due after the Cut-off Date,
          all
          other payments of principal due and collected after the Cut-off Date, and
          all
          payments of interest on the Mortgage Loans allocable to the period after
          the
          Cut-off Date. All scheduled payments of principal and interest due on or
          before
          the Cut-off Date and collected after the Cut-off Date shall belong to the
          Seller.

         

        (c) Pursuant
          to the Pooling and Servicing Agreement, the Purchaser will assign all of
          its
          right, title and interest in and to the Mortgage Loans, together with its
          rights
          under this Agreement, to the Trustee for the benefit of the
          Certificateholders.

        
          

            

            
              * Please
                contact the Mortgage Loan Seller for this
                information.

            

          

        

         

        SECTION
          4. Transfer
          of the Mortgage Loans.

         

        (a) Possession
          of Mortgage Files.
          The
          Seller does hereby sell to the Purchaser, without recourse but subject
          to the
          terms of this Agreement, all of its right, title and interest in, to and
          under
          the Mortgage Loans, including the related Prepayment Charges. The contents
          of
          each Mortgage File not delivered to the Purchaser or to any assignee, transferee
          or designee of the Purchaser on or prior to the Closing Date are and shall
          be
          held in trust by the Seller for the benefit of the Purchaser or any assignee,
          transferee or designee of the Purchaser.  Upon the sale of the
          Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage
          and
          the other contents of the related Mortgage File is vested in the Purchaser
          and
          the ownership of all records and documents with respect to the related
          Mortgage
          Loan prepared by or that come into the possession of the Seller on or after
          the
          Closing Date shall immediately vest in the Purchaser and shall be delivered
          immediately to the Purchaser or as otherwise directed by the
          Purchaser.

         

        (b) Delivery
          of Mortgage Loan Documents.
          The
          Seller will, on or prior to the Closing Date, deliver or cause to be delivered
          to the Purchaser or any assignee, transferee or designee of the Purchaser
          each
          of the following documents for each Mortgage Loan:

         

        (i) the
          original Mortgage Note, including any riders thereto, endorsed in blank,
          with
          all prior and intervening endorsements showing a complete chain of endorsement
          from the originator to the Person so endorsing to the Trustee;

         

        (ii) the
          original Mortgage or a certified copy thereof, including any riders thereto,
          with evidence of recording thereon, and the original recorded power of
          attorney,
          if the Mortgage was executed pursuant to a power of attorney, with evidence
          of
          recording thereon, and in the case of each MOM Loan, the original Mortgage,
          noting the presence of the MIN of the Loan and either language indicating
          that
          the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan
          at
          origination, the original Mortgage and the assignment thereof to MERS®, with
          evidence of recording indicated thereon;

         

        (iii) an
          original Assignment of Mortgage executed in blank;

         

        (iv) the
          original recorded Assignment or Assignments of the Mortgage, or a certified
          copy
          or copies thereof, showing a complete chain of assignment from the originator
          to
          the last Person assigning the Mortgage;

         

        (v) the
          original or copies of each assumption, modification, written assurance
          or
          substitution agreement, if any;

         

        (vi) the
          original lender’s title insurance policy, together with all endorsements or
          riders that were issued with or subsequent to the issuance of such policy,
          insuring the priority of the Mortgage as a second lien on the Mortgaged
          Property
          represented therein as a fee interest vested in the Mortgagor;

         

        (vii) the
          original of any guarantee executed in connection with the Mortgage Note,
          if any;
          and

         

        (viii) the
          original of any security agreement, chattel mortgage or equivalent document
          executed in connection with the Mortgage, if any.

         

        Notwithstanding
          anything to the contrary contained in this Section 4, with respect to a
          maximum
          of approximately 1.00% of the Mortgage Loans, by aggregate principal balance
          of
          the Mortgage Loans as of the Cut-off Date, if any original Mortgage Note
          referred to in Section 4(b)(i) above cannot be located, the obligations
          of the
          Seller to deliver such documents shall be deemed to be satisfied upon delivery
          to the Purchaser or any assignee, transferee or designee of the Purchaser
          of a
          photocopy of such Mortgage Note, if available, with a lost note affidavit
          substantially in the form of Exhibit 1 attached hereto. If any of the original
          Mortgage Notes for which a lost note affidavit was delivered to the Purchaser
          or
          any assignee, transferee or designee of the Purchaser is subsequently located,
          such original Mortgage Note shall be delivered to the Purchaser or any
          assignee,
          transferee or designee of the Purchaser within three (3) Business Days;
          and if
          any document referred to in Section 4(b)(ii) or 4(b)(iv) above has been
          submitted for recording but either (x) has not been returned from the applicable
          public recording office or (y) has been lost or such public recording office
          has
          retained the original of such document, the obligations of the Seller hereunder
          shall be deemed to have been satisfied upon delivery to the Purchaser or
          any
          assignee, transferee or designee of the Purchaser promptly upon receipt
          thereof
          by or on behalf of the Seller of either the original or a copy of such
          document
          certified by the applicable public recording office to be a true and complete
          copy of the original.

         

        In
          the
          event that the original lender’s title insurance policy has not yet been issued,
          the Seller shall deliver to the Purchaser or any assignee, transferee or
          designee of the Purchaser a written commitment or interim binder or preliminary
          report of title issued by the title insurance or escrow company. The Seller
          shall deliver such original title insurance policy to the Purchaser or
          any
          assignee, transferee or designee of the Purchaser promptly upon receipt
          by the
          Seller, if any.

         

        Each
          original document relating to a Mortgage Loan which is not delivered to
          the
          Purchaser or its assignee, transferee or designee, if held by the Seller,
          shall
          be so held for the benefit of the Purchaser, its assignee, transferee or
          designee.

         

        In
          connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
          expense, within 30 days after the Closing Date, the MERS® System to indicate
          that such Mortgage Loans have been assigned by the Seller to the Purchaser
          and
          by the Purchaser to the Trustee in accordance with this Agreement for the
          benefit of the Certificateholders by including (or deleting, in the case
          of
          Mortgage Loans which are repurchased in accordance with this Agreement)
          in such
          computer files (a) the code in the field which identifies the specific
          Trustee
          and (b) the code in the field “Pool Field” which identifies the series of the
          Certificates issued in connection with such Mortgage Loans. The Seller
          further
          agrees that it will not, and will not permit the Servicers or the Master
          Servicer to alter the codes referenced in this paragraph with respect to
          any
          Mortgage Loan during the term of this Agreement unless and until such Mortgage
          Loan is repurchased in accordance with the terms of this Agreement or the
          Pooling and Servicing Agreement.

         

        (c) Acceptance
          of Mortgage Loans.
          The
          documents delivered pursuant to Section 4(b) hereof shall be reviewed by
          the
          Purchaser or any assignee, transferee or designee of the Purchaser at any
          time
          before or after the Closing Date (and with respect to each document permitted
          to
          be delivered after the Closing Date, within seven days of its delivery)
          to
          ascertain that all required documents have been executed and received and
          that
          such documents relate to the Mortgage Loans identified on the Closing
          Schedule.

         

        (d) Transfer
          of Interest in Agreements.
          The
          Purchaser has the right to assign its interest under this Agreement, in
          whole or
          in part, to the Trustee, as may be required to effect the purposes of the
          Pooling and Servicing Agreement, without the consent of the Seller, and
          the
          assignee shall succeed to the rights and obligations hereunder of the
          Purchaser.  Any expense reasonably incurred by or on behalf of the
          Purchaser or the Trustee in connection with enforcing any obligations of
          the
          Seller under this Agreement will be promptly reimbursed by the
          Seller.

         

        (e) Examination
          of Mortgage Files.
          Prior
          to the Closing Date, the Seller shall either (i) deliver in escrow to the
          Purchaser or to any assignee, transferee or designee of the Purchaser for
          examination the Mortgage File pertaining to each Mortgage Loan, or (ii)
          make
          such Mortgage Files available to the Purchaser or to any assignee, transferee
          or
          designee of the Purchaser for examination.  Such examination may be
          made by the Purchaser or the Trustee, and their respective designees, upon
          reasonable notice to the Seller during normal business hours before the
          Closing
          Date and within sixty (60) days after the Closing Date.  If any such
          person makes such examination prior to the Closing Date and identifies
          any
          Mortgage Loans that do not conform to the requirements of the Purchaser
          as
          described in this Agreement, such Mortgage Loans shall be deleted from
          the
          Closing Schedule.  The Purchaser may, at its option and without notice
          to the Seller, purchase all or part of the Mortgage Loans without conducting
          any
          partial or complete examination.  The fact that the Purchaser or any
          person has conducted or has failed to conduct any partial or complete
          examination of the Mortgage Files shall not affect the rights of the Purchaser
          or any assignee, transferee or designee of the Purchaser to demand repurchase
          or
          other relief as provided herein or under the Pooling and Servicing
          Agreement.

         

         

        SECTION
          5. Representations,
          Warranties and Covenants of the Seller.

         

        The
          Seller hereby represents and warrants to the Purchaser, as of the date
          hereof
          and as of the Closing Date, and covenants, that:

         

        (i) The
          Seller is a Delaware corporation with full corporate power and authority
          to
          conduct its business as presently conducted by it to the extent material
          to the
          consummation of the transactions contemplated herein. The Agreement has
          been
          duly authorized, executed and delivered by the Seller. The Seller had the
          full
          corporate power and authority to own the Mortgage Loans and to transfer
          and
          convey the Mortgage Loans to the Purchaser and has the full corporate power
          and
          authority to execute and deliver, engage in the transactions contemplated
          by,
          and perform and observe the terms and conditions of this Agreement;

         

        (ii) The
          Seller has duly authorized the execution, delivery and performance of this
          Agreement, has duly executed and delivered this Agreement, and this Agreement,
          assuming due authorization, execution and delivery by the Purchaser, constitutes
          a legal, valid and binding obligation of the Seller, enforceable against
          it in
          accordance with its terms except as the enforceability thereof may be limited
          by
          bankruptcy, insolvency or reorganization or by general principles of
          equity;

         

        (iii) The
          execution, delivery and performance of this Agreement by the Seller (x)
          does not
          conflict and will not conflict with, does not breach and will not result
          in a
          breach of and does not constitute and will not constitute a default (or
          an
          event, which with notice or lapse of time or both, would constitute a default)
          under (A) any terms or provisions of the organizational documents of the
          Seller,
          (B) any term or provision of any material agreement, contract, instrument
          or
          indenture, to which the Seller is a party or by which the Seller or any
          of its
          property is bound, or (C) any law, rule, regulation, order, judgment, writ,
          injunction or decree of any court or governmental authority having jurisdiction
          over the Seller or any of its property and (y) does not create or impose
          and
          will not result in the creation or imposition of any lien, charge or encumbrance
          (other than any created hereby in favor of the Purchaser and its assignees)
          which would have a material adverse effect upon the Mortgage Loans or any
          documents or instruments evidencing or securing the Mortgage Loans;

         

        (iv) No
          consent, approval, authorization or order of, registration or filing with,
          or
          notice on behalf of the Seller to any governmental authority or court is
          required, under federal laws or the laws of the State of New York, for
          the
          execution, delivery and performance by the Seller of, or compliance by
          the
          Seller with, this Agreement or the consummation by the Seller of any other
          transaction contemplated hereby and by the Pooling and Servicing Agreement;
          provided, however, that the Seller makes no representation or warranty
          regarding
          federal or state securities laws in connection with the sale or distribution
          of
          the Certificates;

         

        (v) The
          Seller is not in violation of, and the execution and delivery of this Agreement
          by the Seller and its performance and compliance with the terms of this
          Agreement will not constitute a violation with respect to, any order or
          decree
          of any court or any order or regulation of any federal, state, municipal
          or
          governmental agency having jurisdiction over the Seller or its assets,
          which
          violation might have consequences that would materially and adversely affect
          the
          condition (financial or otherwise) or the operation of the Seller or its
          assets
          or might have consequences that would materially and adversely affect the
          performance of its obligations and duties hereunder;

         

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

         

        (vii) Immediately
          prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
          the Seller was the owner of the related Mortgage and the indebtedness evidenced
          by the related Mortgage Note, and, upon the payment to the Seller of the
          Purchase Price, in the event that the Seller retains or has retained record
          title, the Seller shall retain such record title to each Mortgage, each
          related
          Mortgage Note and the related Mortgage Files with respect thereto in trust
          for
          the Purchaser as the owner thereof from and after the date hereof;

         

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

         

        (ix) The
          consummation of the transactions contemplated by this Agreement are in
          the
          ordinary course of business of the Seller, and the transfer, assignment
          and
          conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
          to
          this Agreement are not subject to the bulk transfer or any similar statutory
          provisions in effect in any relevant jurisdiction, except any as may have
          been
          complied with;

         

        (x) The
          Seller has not dealt with any broker, investment banker, agent or other
          person,
          except for the Purchaser or any of its affiliates, that may be entitled
          to any
          commission or compensation in connection with the sale of the Mortgage
          Loans
          (except that an entity that previously financed the Seller’s ownership of the
          Mortgage Loans may be entitled to a fee to release its security interest
          in the
          Mortgage Loans, which fee shall have been paid and which security interest
          shall
          have been released on or prior to the Closing Date);

         

        (xi) There
          is
          no litigation currently pending or, to the best of the Seller’s knowledge
          without independent investigation, threatened against the Seller that would
          reasonably be expected to adversely affect the transfer of the Mortgage
          Loans,
          the issuance of the Certificates or the execution, delivery, performance
          or
          enforceability of this Agreement, or that would result in a material adverse
          change in the financial condition of the Seller; and

         

        (xii) The
          information set forth in the applicable part of the Closing Schedule relating
          to
          the existence of a Prepayment Charge is complete, true and correct in all
          material respects at the date or dates respecting which such information
          is
          furnished and each Prepayment Charge is permissible and enforceable in
          accordance with its terms upon the mortgagor’s full and voluntary principal
          prepayment under applicable law, except to the extent that: (1) the
          enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
          receivership and other similar laws relating to creditors’ rights; (2) the
          collectability thereof may be limited due to acceleration in connection
          with a
          foreclosure or other involuntary prepayment; or (3) subsequent changes
          in
          applicable law may limit or prohibit enforceability thereof under applicable
          law.

         

        SECTION
          6. Representations
          and Warranties of the Seller Relating to the Mortgage Loans.

         

        The
          Seller hereby represents and warrants to the Purchaser that as to each
          Mortgage
          Loan as of the Closing Date:

         

        (i) Information
          provided to the Rating Agencies, including the loan level detail, is true
          and
          correct according to the Rating Agency requirements;

         

        (ii) No
          error,
          omission, misrepresentation, negligence, fraud or similar occurrence with
          respect to a Mortgage Loan has taken place on the part of any person, including
          without limitation the Mortgagor, any appraiser, any builder or developer,
          or
          any other party involved in the origination of the Mortgage Loan or in
          the
          application of any insurance in relation to such Mortgage Loan;

         

        (iii) Except
          as
          set forth on the Closing Schedule, all payments required to be made prior
          to the
          Cut-off Date with respect to each Mortgage Loan have been made;

         

        (iv) [Reserved];

         

        (v) There
          are
          no delinquent taxes, assessment liens or insurance premiums affecting the
          related Mortgaged Property;

         

        (vi) The
          terms
          of the Mortgage Note and the Mortgage have not been materially impaired,
          waived,
          altered or modified in any respect, except by written instruments, recorded
          in
          the applicable public recording office if necessary to maintain the lien
          priority of the Mortgage. The substance of any such waiver, alteration
          or
          modification has been approved by the title insurer, to the extent required
          by
          the related policy. No Mortgagor has been released, in whole or in part,
          except
          in connection with an assumption agreement (approved by the title insurer
          to the
          extent required by the policy) and which assumption agreement has been
          delivered
          to the Trustee;

         

        (vii) The
          Mortgaged Property is insured against loss by fire and hazards of extended
          coverage (excluding earthquake insurance) in an amount which is at least
          equal
          to the lesser of (i) the amount necessary to compensate for any damage
          or loss
          to the improvements which are a part of such property on a replacement
          cost
          basis or (ii) the outstanding principal balance of the Mortgage Loan. If
          the
          Mortgaged Property is in an area identified on a flood hazard map or flood
          insurance rate map issued by the Federal Emergency Management Agency as
          having
          special flood hazards (and such flood insurance has been made available),
          a
          flood insurance policy meeting the requirements of the current guidelines
          of the
          Federal Insurance Administration is in effect. All such insurance policies
          contain a standard mortgagee clause naming the originator of the Mortgage
          Loan,
          its successors and assigns as mortgagee and the Seller has not engaged
          in any
          act or omission which would impair the coverage of any such insurance policies.
          Except as may be limited by applicable law, the Mortgage obligates the
          Mortgagor
          thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
          and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
          to maintain such insurance at Mortgagor’s cost and expense and to seek
          reimbursement therefor from the Mortgagor;

         

        (viii) Each
          Mortgage Loan and the related Prepayment Charge, if any, complied in all
          material respects with any and all requirements of any federal, state or
          local
          law including, without limitation, usury, truth in lending, anti-predatory
          lending, real estate settlement procedures, consumer credit protection,
          equal
          credit opportunity, fair housing or disclosure laws applicable to the
          origination and servicing of the Mortgage Loans and the consummation of
          the
          transactions contemplated hereby will not involve the violation of any
          such
          laws;

         

        (ix) The
          Mortgage has not been satisfied, cancelled, subordinated (other than the
          subordination to the related first lien mortgage loan) or rescinded, in
          whole or
          in part, and the Mortgaged Property has not been released from the lien
          of the
          Mortgage, in whole or in part, nor has any instrument been executed that
          would
          effect any such satisfaction, cancellation, subordination, rescission or
          release;

         

        (x) The
          Mortgage was recorded or was submitted for recording in accordance with
          all
          applicable laws and is a valid, existing and enforceable second lien on
          the
          Mortgaged Property including all improvements on the Mortgaged
          Property;

         

        (xi) The
          Mortgage Note and the related Mortgage are genuine and each is the legal,
          valid
          and binding obligation of the maker thereof, insured under the related
          title
          policy, and enforceable in accordance with its terms, except to the extent
          that
          the enforceability thereof may be limited by a bankruptcy, insolvency or
          reorganization;

         

        (xii) The
          Seller is the sole legal, beneficial and equitable owner of the Mortgage
          Note
          and the Mortgage and has the full right to convey, transfer and sell the
          Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
          lien
          (other than the subordination to the related first lien mortgage loan),
          pledge,
          charge, claim or security interest and immediately upon the sale, assignment
          and
          endorsement of the Mortgage Loans from the Seller to the Purchaser, the
          Purchaser shall have good and indefeasible title to and be the sole legal
          owner
          of the Mortgage Loans subject only to any encumbrance, equity, lien, pledge,
          charge, claim or security interest arising out of the Purchaser’s
          actions;

         

        (xiii) Each
          Mortgage Loan is covered by a valid and binding American Land Title Association
          lender’s title insurance policy issued by a title insurer qualified to do
          business in the jurisdiction where the Mortgaged Property is located. No
          claims
          have been filed under such lender’s title insurance policy, and the Seller has
          not done, by act or omission, anything that would impair the coverage of
          the
          lender’s title insurance policy;

         

        (xiv) There
          is
          no material default, breach, violation event or event of acceleration existing
          under the Mortgage or the Mortgage Note and no event which, with the passage
          of
          time or with notice and the expiration of any grace or cure period, would
          constitute a material default, breach, violation or event of acceleration,
          and
          the Seller has not, nor has its predecessors, waived any material default,
          breach, violation or event of acceleration;

         

        (xv) There
          are
          no mechanics’ or similar liens or claims which have been filed for work, labor
          or material provided to the related Mortgaged Property prior to the origination
          of the Mortgage Loan which are or may be liens prior to, or equal or coordinate
          with, the lien of the related Mortgage, except as may be disclosed in the
          related title policy;

         

        (xvi) Except
          with respect to approximately 6.04% of the Mortgage Loans by aggregate
          principal
          balance as of the Cut-off Date, which are balloon loans, each Mortgage
          Note is
          payable on the first day of each month in equal monthly installments of
          principal and interest, with interest calculated on a 30/360 basis and
          payable
          in arrears, sufficient to amortize the Mortgage Loan fully by the stated
          maturity date over an original term from commencement of amortization to
          not
          more than 30 years and no Mortgage Loan permits negative
          amortization;

         

        (xvii) The
          servicing practices used in connection with the servicing of the Mortgage
          Loans
          have been in all respects reasonable and customary in the mortgage servicing
          industry of like mortgage loan servicers, servicing similar subprime mortgage
          loans originated in the same jurisdiction as the Mortgaged
          Property;

         

        (xviii) At
          the
          time of origination of the Mortgage Loan there was no proceeding pending
          for the
          total or partial condemnation of the Mortgaged Property and, as of the
          date such
          Mortgage Loan was purchased by the Purchaser, to the best of the Purchaser’s
          knowledge there is no proceeding pending for the total or partial condemnation
          of the Mortgaged Property;

         

        (xix) The
          Mortgage and related Mortgage Note contain customary and enforceable provisions
          such as to render the rights and remedies of the holder thereof adequate
          for the
          realization against the Mortgaged Property of the benefits of the security
          provided thereby, including, (a) in the case of a Mortgage designated as
          a deed
          of trust, by trustee’s sale, and (b) otherwise by judicial
          foreclosure;

         

        (xx) The
          Mortgage Note is not and has not been secured by any collateral except
          the lien
          of the related Mortgage referred to in subsection (x) above;

         

        (xxi) In
          the
          event the Mortgage constitutes a deed of trust, a trustee, duly qualified
          under
          applicable law to serve as such, has been properly designated and currently
          so
          serves and is named in the Mortgage, and no fees or expenses are or will
          become
          payable by the Seller to the trustee under the deed of trust, except in
          connection with a trustee’s sale after default by the Mortgagor;

         

        (xxii) The
          Mortgage Loan is not subject to any valid right of rescission, set-off,
          counterclaim or defense, including without limitation the defense of usury,
          nor
          will the operation of any of the terms of the Mortgage Note or the Mortgage,
          or
          the exercise of any right thereunder, render either the Mortgage Note or
          the
          Mortgage unenforceable, in whole or in part, or subject to any such right
          of
          rescission, set-off, counterclaim or defense, including without limitation
          the
          defense of usury, and no such right of rescission, set-off, counterclaim
          or
          defense has been asserted with respect thereto;

         

        (xxiii) The
          Mortgage Loans were underwritten in accordance with the related originator’s
          underwriting guidelines in effect at the time the Mortgage Loans were originated
          (the “Applicable Underwriting Guidelines”), except with respect to certain of
          those Mortgage Loans which had compensating factors permitting a deviation
          from
          the Applicable Underwriting Guidelines;

         

        (xxiv) The
          Mortgaged Property is free of material damage and waste, excepting therefrom
          any
          Mortgage Loan subject to an escrow withhold as shown on the Closing
          Schedule;

         

        (xxv) All
          of
          the improvements which were included in determining the appraised value
          of the
          Mortgaged Property lie wholly within the Mortgaged Property’s boundary lines and
          no improvements on adjoining properties encroach upon the Mortgaged Property,
          excepting therefrom: (i) any encroachment insured against in the lender’s title
          insurance policy identified in subsection (xiii), (ii) any encroachment
          generally acceptable to subprime mortgage loan originators doing business
          in the
          same jurisdiction as the Mortgaged Property, and (iii) any encroachment
          which
          does not materially interfere with the benefits of the security intended
          to be
          provided by such Mortgage;

         

        (xxvi) All
          parties to the Mortgage Note had the legal capacity to execute the Mortgage
          Note
          and the Mortgage, and the Mortgage Note and the Mortgage have been duly
          executed
          by such parties;

         

        (xxvii) To
          the
          best of the Seller’s knowledge, at the time of origination of the Mortgage Loan,
          no appraised improvement located on or being part of the Mortgaged Property
          was
          in violation of any applicable zoning law or regulation and all inspections,
          licenses and certificates required in connection with the origination of
          any
          Mortgage Loan with respect to the occupancy of the Mortgaged Property,
          have been
          made or obtained from the appropriate authorities;

         

        (xxviii) No
          Mortgagor has notified the Seller of any relief requested or allowed under
          the
          Servicemembers Civil Relief Act;

         

        (xxix) All
          parties which have held an interest in the Mortgage Loan are (or during
          the
          period in which they held and disposed of such interest, were) (1) in compliance
          with any and all applicable licensing requirements of the state wherein
          the
          Mortgaged Property is located, (2) organized under the laws of such state,
          (3)
          qualified to do business in such state, (4) a federal savings and loan
          association or national bank, (5) not doing business in such state, or
          (6)
          exempt from the applicable licensing requirements of such state;

         

        (xxx) The
          Mortgage File contains an appraisal of the related Mortgaged Property which
          was
          made prior to the approval of the Mortgage Loan by a qualified appraiser,
          duly
          appointed by the related originator and was made in accordance with the
          Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and
          the
          Uniform Standards of Professional Appraisal Practice;

         

        (xxxi) Except
          as
          may otherwise be limited by applicable law, the Mortgage contains a provision
          for the acceleration of the payment of the unpaid principal balance of
          the
          Mortgage Loan in the event that the Mortgaged Property is sold or transferred
          without the prior written consent of the Mortgagee thereunder;

         

        (xxxii) The
          Mortgage Loan does not contain any provision which would constitute a “buydown”
provision and pursuant to which Monthly Payments are paid or partially
          paid with
          funds deposited in a separate account established by the related originator,
          the
          Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other
          than
          the Mortgagor. The Mortgage Loan is not a “graduated payment mortgage loan” and
          the Mortgage loan does not have a shared appreciation or other contingent
          interest feature;

         

        (xxxiii) To
          the
          best of the Seller’s knowledge there is no action or proceeding directly
          involving the Mortgaged Property presently pending in which compliance
          with any
          environmental law, rule or regulation is at issue and the Seller has received
          no
          notice of any condition at the Mortgaged Property which is reasonably likely
          to
          give rise to an action or proceeding in which compliance with any environmental
          law, rule or regulation is at issue;

         

        (xxxiv) Each
          Mortgage Loan is an obligation which is principally secured by an interest
          in
          real property within the meaning of Treasury Regulation section
          1.860G-2(a);

         

        (xxxv) Each
          Mortgage Loan (a) is directly secured by a second lien on, and consists
          of a
          single parcel of, real property with a detached one-to-four family residence
          erected thereon, a townhouse or an individual condominium unit in a condominium
          project, a co-operative or an individual unit in a planned unit development
          (“PUD”). Any unit in a PUD or condominium project conforms to the requirements
          of the Applicable Underwriting Guidelines regarding such dwellings. No
          residence
          or dwelling is a mobile home or a manufactured dwelling unless it is a
          manufactured dwelling, which is permanently affixed to a foundation and
          treated
          as “real estate” under applicable law. No Mortgaged Property is used for
          commercial purposes. Mortgaged Properties which contain a home office shall
          not
          be considered as being used for commercial purposes as long as the Mortgaged
          Property has not been altered for commercial purposes and is not storing
          any
          chemicals or raw materials other than those commonly used for homeowner
          repair,
          maintenance and/or household purposes;

         

        (xxxvi) [Reserved];

         

        (xxxvii) [Reserved];

         

        (xxxviii) [Reserved];

         

        (xxxix) [Reserved];

         

        (xl) No
          Mortgage Loan is subject to the Home Ownership and Equity Protection Act
          of 1994
          or any comparable law and no Mortgage Loan is classified and/or defined
          as “high
          cost”, “covered” (excluding home loans defined as “covered home loans” in the
          New Jersey Home Ownership Security Act of 2002 that were originated between
          November 26, 2003 and July 7, 2004) “high risk home” or “predatory” loan under
          any other federal, state or local law (or a similarly classified loan using
          different terminology under a law imposing heightened regulatory scrutiny
          or
          additional legal liability for residential mortgage loans having high interest
          rates, points and/or fees);

         

        (xli) There
          is
          no Mortgage Loan that was originated or modified on or after October 1,
          2002 and
          before March 7, 2003, which is secured by property located in the State
          of
          Georgia. There is no such Mortgage Loan underlying the Certificate that
          was
          originated on or after March 7, 2003, which is a “high cost home loan” as
          defined under the Georgia Fair Lending Act;

         

        (xlii) With
          respect to any Mortgage Loan, either (i) no consent for the Mortgage Loan
          is
          required by the holder of any related senior lien or (ii) such consent
          has been
          obtained and is contained in the Mortgage File;

         

        (xliii) As
          of the
          date hereof, the Seller has not received a notice of default of a senior
          lien on
          the related Mortgaged Property which has not been cured;

         

        (xliv) There
          is
          no Mortgage Loan that (a) is secured by property located in the State of
          Kentucky; (b) was originated on or after June 24, 2003, and (c) which is
          a “high
          cost home loan” as defined under Kentucky State Statute KRS 360.100, effective
          as of June 24, 2003;

         

        (xlv) There
          is
          no Mortgage Loan that (a) is secured by property located in the State of
          Arkansas, (b) has a note date on or after July 16, 2003, and (c) which
          is a
“high cost home loan” as defined under the Arkansas Home Loan Protection Act,
          effective as of July 16, 2003;

         

        (xlvi) [Reserved];

         

        (xlvii) [Reserved];
          

         

        (xlviii) No
          Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
          Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.);
          

         

        (xlix) No
          Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
          Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
          seq.);

         

        (l) No
          Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
          Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
          seq.);

         

        (li) No
          Mortgage Loan originated in the City of Los Angeles is subject to the City
          of
          Los Angeles California Ordinance 175008 as a home loan;

         

        (lii) No
          Mortgage Loan is a “High Cost Home Loan” as defined under the Maine House Bill
          383 L.D. 494, effective as of September 13, 2003;

         

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

         

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

         

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

         

        (lvi) [Reserved];
          and

         

        (lvii) No
          Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such
          terms
          are defined in the then current Standard & Poor’s LEVELS®
          Glossary
          which is now Version 5.6(c) Revised, Appendix E (attached hereto as Exhibit
          2))
          and no Mortgage Loan originated on or after October 1, 2002 through March
          6,
          2003 is governed by the Georgia Fair Lending Act.

         

        (lviii) No
          selection procedures were used by the Seller that identified the Mortgage
          Loans
          as being less desirable or valuable than other comparable mortgage loans
          in the
          Seller’s portfolio;

         

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

         

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

         

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

         

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

         

         

        SECTION
          7. Repurchase
          Obligation for Defective Documentation and for Breach of Representation
          and
          Warranty.

         

        (a) The
          representations and warranties contained in Section 6 shall not be impaired
          by
          any review and examination of loan files or other documents evidencing
          or
          relating to the Mortgage Loans or any failure on the part of the Seller
          or the
          Purchaser to review or examine such documents and shall inure to the benefit
          of
          any assignee, transferee or designee of the Purchaser, including the Trustee
          for
          the benefit of the Certificateholders. With respect to the representations
          and
          warranties contained herein as to which the Seller has no knowledge, if
          it is
          discovered that the substance of any such representation and warranty was
          inaccurate as of the date such representation and warranty was made or
          deemed to
          be made, and such inaccuracy materially and adversely affects the value
          of the
          related Mortgage Loan or the interest therein of the Purchaser or the
          Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
          knowledge by the Seller with respect to the substance of such representation
          and
          warranty being inaccurate at the time the representation and warranty was
          made,
          the Seller shall take such action described in the following paragraph
          in
          respect of such Mortgage Loan.

         

        Upon
          discovery by the Seller, the Purchaser or any assignee, transferee or designee
          of the Purchaser of any materially defective document in, or that any material
          document was not transferred by the Seller, as listed on a Custodian’s
          preliminary exception report, as described in the related Custodial Agreement,
          as part of any Mortgage File, or of a breach of any of the representations
          and
          warranties contained in Section 6 that materially and adversely affects
          the
          value of any Mortgage Loan or the interest therein of the Purchaser or
          the
          Purchaser’s assignee, transferee or designee, the party discovering such breach
          shall give prompt written notice to the Seller. Within sixty (60) days
          of its
          discovery or its receipt of notice of any such missing documentation that
          was
          not transferred by the Seller as described above, or of materially defective
          documentation, or any such breach of a representation and warranty, the
          Seller
          promptly shall deliver such missing document or cure such defect or breach
          in
          all material respects or, in the event the Seller cannot deliver such missing
          document or cannot cure such defect or breach, the Seller shall, within
          ninety
          (90) days of its discovery or receipt of notice of any such missing or
          materially defective documentation or of any such breach of a representation
          and
          warranty, either (i) repurchase the affected Mortgage Loan at the Purchase
          Price
          (as such term is defined in the Pooling and Servicing Agreement) or (ii)
          pursuant to the provisions of the Pooling and Servicing Agreement, cause
          the
          removal of such Mortgage Loan from the Trust Fund and substitute one or
          more
          Qualified Substitute Mortgage Loans. The Seller shall amend the Closing
          Schedule
          to reflect the withdrawal of such Mortgage Loan from the terms of this
          Agreement
          and the Pooling and Servicing Agreement. The Seller shall deliver to the
          Purchaser such amended Closing Schedule and shall deliver such other documents
          as are required by this Agreement or the Pooling and Servicing Agreement
          within
          five (5) days of any such amendment. Any repurchase pursuant to this Section
          7(a) shall be accomplished by transfer to an account designated by the
          Purchaser
          of the amount of the Purchase Price in accordance with Section 2.03 of
          the
          Pooling and Servicing Agreement. Any repurchase required by this Section
          shall
          be made in a manner consistent with Section 2.03 of the Pooling and Servicing
          Agreement.

         

        (b) If
          the
          representation made by the Seller in Section 5(xii) is breached, the Seller
          shall not have the right or obligation to cure, substitute or repurchase
          the
          affected Mortgage Loan but shall remit to the applicable Servicer for deposit
          in
          the Collection Account, prior to the next succeeding Servicer Remittance
          Date,
          the amount of the Prepayment Charge indicated on the applicable part of
          the
          Closing Schedule to be due from the Mortgagor in the circumstances less
          any
          amount collected and remitted to the applicable Servicer for deposit into
          the
          Collection Account.

         

        (c) It
          is
          understood and agreed that the obligations of the Seller set forth in this
          Section 7 to cure or repurchase a defective Mortgage Loan (and to make
          payments
          pursuant to Section 7(b)) constitute the sole remedies of the Purchaser
          against
          the Seller respecting a missing document or a breach of the representations
          and
          warranties contained in Section 5(xii) or Section 6.

         

         

        SECTION
          8. Closing;
          Payment for the Mortgage Loans. The
          closing of the purchase and sale of the Mortgage Loans shall be held at
          the New
          York City office of Thacher Proffitt & Wood llp
          at 10:00
          a.m. New York City time on the Closing Date.

         

        The
          closing shall be subject to each of the following conditions:

         

        (a) All
          of
          the representations and warranties of the Seller under this Agreement shall
          be
          true and correct in all material respects as of the date as of which they
          are
          made and no event shall have occurred which, with notice or the passage
          of time,
          would constitute a default under this Agreement;

         

        (b) The
          Purchaser shall have received, or the attorneys of the Purchaser shall
          have
          received in escrow (to be released from escrow at the time of closing),
          all
          closing documents as specified in Section 9 of this Agreement, in such
          forms as
          are agreed upon and acceptable to the Purchaser, duly executed by all
          signatories other than the Purchaser as required pursuant to the respective
          terms thereof;

         

        (c) The
          Seller shall have delivered or caused to be delivered and released to the
          Purchaser or to its designee, all documents (including without limitation,
          the
          Mortgage Loans) required to be so delivered by the Purchaser pursuant to
          Section
          2.01 of the Pooling and Servicing Agreement; and

         

        (d) All
          other
          terms and conditions of this Agreement and the Pooling and Servicing Agreement
          shall have been complied with.

         

        Subject
          to the foregoing conditions, the Purchaser shall deliver or cause to be
          delivered to the Seller on the Closing Date, against delivery and release
          by the
          Seller to the Trustee of all documents required pursuant to the Pooling
          and
          Servicing Agreement, the consideration for the Mortgage Loans as specified
          in
          Section 3 of this Agreement.

         

         

        SECTION
          9. Closing
          Documents.
          Without
          limiting the generality of Section 8 hereof, the closing shall be subject
          to
          delivery of each of the following documents:

         

        (a) An
          Officers’ Certificate of the Seller, dated the Closing Date, upon which the
          Purchaser and DBSI may rely with respect to certain facts regarding the
          sale of
          the Mortgage Loans by the Seller to the Purchaser;

         

        (b) An
          Opinion of Counsel of the Seller, dated the Closing Date and addressed
          to the
          Purchaser and DBSI;

         

        (c) Such
          opinions of counsel as the Rating Agencies or the Trustee may request in
          connection with the sale of the Mortgage Loans by the Seller to the Purchaser
          or
          the Seller’s execution and delivery of, or performance under, this Agreement;
          and

         

        (d) Such
          further information, certificates, opinions and documents as the Purchaser
          or
          DBSI may reasonably request.

         

        SECTION
          10. Costs.
          The
          Seller shall pay (or shall reimburse the Purchaser or any other Person
          to the
          extent that the Purchaser or such other Person shall pay) all costs and
          expenses
          incurred in connection with the transfer and delivery of the Mortgage Loans,
          including without limitation, fees for title policy endorsements and
          continuations, the fees and expenses of the Seller’s accountants and attorneys,
          the costs and expenses incurred in connection with producing each Servicer’s
          loan loss, foreclosure and delinquency experience, and the costs and expenses
          incurred in connection with obtaining the documents referred to in Sections
          9(a), 9(b) and 9(c), the costs and expenses of printing (or otherwise
          reproducing) and delivering this Agreement, the Pooling and Servicing Agreement,
          the Certificates, the prospectus and prospectus supplement, and any private
          placement memorandum relating to the Certificates and other related documents,
          the initial fees, costs and expenses of the Trustee, the fees and expenses
          of
          the Purchaser’s counsel in connection with the preparation of all documents
          relating to the securitization of the Mortgage Loans, the filing fee charged
          by
          the Securities and Exchange Commission for registration of the Certificates
          and
          the fees charged by any rating agency to rate the Certificates.  All
          other costs and expenses in connection with the transactions contemplated
          hereunder shall be borne by the party incurring such expense.

         

        SECTION
          11. Servicing.  The
          Mortgage Loans will be master serviced by the Master Servicer under the
          Pooling
          and Servicing Agreement and serviced by the Servicers, on behalf of the
          Trust,
          and the Seller has represented to the Purchaser that such Mortgage Loans
          are not
          subject to any other servicing agreements with third parties other than
          certain
          interim servicing agreements.  It is understood and agreed between the
          Seller and the Purchaser that the Mortgage Loans are to be delivered free
          and
          clear of any servicing agreements (other than certain interim servicing
          agreements).  Neither the Purchaser nor any affiliate of the Purchaser
          is servicing the Mortgage Loans under any such servicing agreement and,
          accordingly, neither the Purchaser nor any affiliate of the Purchaser is
          entitled to receive any fee for releasing the Mortgage Loans from any such
          servicing agreement.  The Seller shall arrange for the orderly
          transfer, of such servicing to the Servicers.  For so long as the
          Master Servicer master services the Mortgage Loans and the Servicers service
          the
          Mortgage Loans, the Master Servicer shall be entitled to the Master Servicing
          Fee and the Servicers shall be entitled to their Servicing Fee and such
          other
          payments as provided for under the terms of the Pooling and Servicing
          Agreement.

         

        SECTION
          12. Mandatory
          Delivery; Grant of Security Interest.  The
          sale and delivery on the Closing Date of the Mortgage Loans described on
          the
          Closing Schedule in accordance with the terms and conditions of this Agreement
          is mandatory.  It is specifically understood and agreed that each
          Mortgage Loan is unique and identifiable on the date hereof and that an
          award of
          money damages would be insufficient to compensate the Purchaser for the
          losses
          and damages incurred by the Purchaser in the event of the Seller’s failure to
          deliver the Mortgage Loans on or before the Closing Date.  The Seller
          hereby grants to the Purchaser a lien on and a continuing security interest
          in
          the Seller’s interest in each Mortgage Loan and each document and instrument
          evidencing each such Mortgage Loan to secure the performance by the Seller
          of
          its obligation hereunder, and the Seller agrees that it holds such Mortgage
          Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
          to the Closing Date, to reject any Mortgage Loan to the extent permitted
          by this
          Agreement and (ii) obligation to deliver or cause to be delivered the
          consideration for the Mortgage Loans pursuant to Section 8
          hereof.  Any Mortgage Loans rejected by the Purchaser shall
          concurrently therewith be released from the security interest created
          hereby.  All rights and remedies of the Purchaser under this Agreement
          are distinct from, and cumulative with, any other rights or remedies under
          this
          Agreement or afforded by law or equity and all such rights and remedies
          may be
          exercised concurrently, independently or successively.

         

        Notwithstanding
          the foregoing, if on the Closing Date, each of the conditions set forth
          in
          Section 8 hereof shall have been satisfied and the Purchaser shall not
          have paid
          or caused to be paid the Purchase Price, or any such condition shall not
          have
          been waived or satisfied and the Purchaser determines not to pay or cause
          to be
          paid the Purchase Price, the Purchaser shall immediately effect the redelivery
          of the Mortgage Loans, if delivery to the Purchaser has occurred, and the
          security interest created by this Section 12 shall be deemed to have been
          released.

         

        SECTION
          13. Notices.  All
          demands, notices and communications hereunder shall be in writing and shall
          be
          deemed to have been duly given if personally delivered to or mailed by
          registered mail, postage prepaid, or transmitted by fax and, receipt of
          which is
          confirmed by telephone, if to the Purchaser, addressed to the Purchaser
          at 6525
          Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211, fax: (704)
          365-1362, Attention: Doris Hearn, or such other address as may hereafter
          be
          furnished to the Seller  in writing by the Purchaser; and if to the
          Seller, addressed to the Seller at 60 Wall Street, New York, New York 10005,
          fax: (212) 250-2740, Attention:  Susan Valenti, or to such other
          address as the Seller may designate in writing to the Purchaser.

         

        SECTION
          14. Severability
          of Provisions.  Any
          part, provision, representation or warranty of this Agreement that is prohibited
          or that is held to be void or unenforceable shall be ineffective to the
          extent
          of such prohibition or unenforceability without invalidating the remaining
          provisions hereof.  Any part, provision, representation or warranty of
          this Agreement that is prohibited or unenforceable or is held to be void
          or
          unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
          to the extent of such prohibition or unenforceability without invalidating
          the
          remaining provisions hereof, and any such prohibition or unenforceability
          in any
          jurisdiction as to any Mortgage Loan shall not invalidate or render
          unenforceable such provision in any other jurisdiction.  To the extent
          permitted by applicable law, the parties hereto waive any provision of
          law which
          prohibits or renders void or unenforceable any provision hereof.

         

        SECTION
          15. Agreement
          of Parties.  The
          Seller and the Purchaser each agree to execute and deliver such instruments
          and
          take such actions as either of the others may, from time to time, reasonably
          request in order to effectuate the purpose and to carry out the terms of
          this
          Agreement and the Pooling and Servicing Agreement.

         

        SECTION
          16. Survival.  The
          Seller agrees that the representations, warranties and agreements made
          by it
          herein and in any certificate or other instrument delivered pursuant hereto
          shall be deemed to be relied upon by the Purchaser, notwithstanding any
          investigation heretofore or hereafter made by the Purchaser or on its behalf,
          and that the representations, warranties and agreements made by the Seller
          herein or in any such certificate or other instrument shall survive the
          delivery
          of and payment for the Mortgage Loans and shall continue in full force
          and
          effect, notwithstanding any restrictive or qualified endorsement on the
          Mortgage
          Notes and notwithstanding subsequent termination of this Agreement, the
          Pooling
          and Servicing Agreement or the Trust Fund.

         

        SECTION
          17. GOVERNING
          LAW.  THIS
          AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
          PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
          LAWS
          (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
          NEW
          YORK.  THE
          PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
          YORK
          GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

         

        SECTION
          18. Miscellaneous.
          This
          Agreement may be executed in two or more counterparts, each of which when
          so
          executed and delivered shall be an original, but all of which together
          shall
          constitute one and the same instrument.  This Agreement shall inure to
          the benefit of and be binding upon the parties hereto and their respective
          successors and assigns.  This Agreement supersedes all prior
          agreements and understandings relating to the subject matter
          hereof.  Neither this Agreement nor any term hereof may be changed,
          waived, discharged or terminated orally, but only by an instrument in writing
          signed by the party against whom enforcement of the change, waiver, discharge
          or
          termination is sought.  The headings in this Agreement are for
          purposes of reference only and shall not limit or otherwise affect the
          meaning
          hereof.

         

        It
          is the
          express intent of the parties hereto that the conveyance of the Mortgage
          Loans
          by the Seller to the Purchaser as provided in Section 4 hereof be, and
          be
          construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
          and
          not as a pledge of the Mortgage Loans by the Seller to the Purchaser to
          secure a
          debt or other obligation of the Seller. However, in the event that,
          notwithstanding the aforementioned intent of the parties, the Mortgage
          Loans are
          held to be property of the Seller, then (a) it is the express intent of
          the
          parties that such conveyance be deemed a pledge of the Mortgage Loans by
          the
          Seller to the Purchaser to secure a debt or other obligation of the Seller
          and
          (b) (1) this Agreement shall also be deemed to be a security agreement
          within
          the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
          (2) the
          conveyance provided for in Section 4 hereof shall be deemed to be a grant
          by the
          Seller to the Purchaser of a security interest in all of the Seller’s right,
          title and interest in and to the Mortgage Loans and all amounts payable
          to the
          holders of the Mortgage Loans in accordance with the terms thereof and
          all
          proceeds of the conversion, voluntary or involuntary, of the foregoing
          into
          cash, instruments, securities or other property, including without limitation
          all amounts, other than investment earnings, from time to time held or
          invested
          in the Collection Account whether in the form of cash, instruments, securities
          or other property; (3) the possession by the Purchaser or its agent of
          Mortgage
          Notes, the related Mortgages and such other items of property that constitute
          instruments, money, negotiable documents or chattel paper shall be deemed
          to be
“possession by the secured party” for purposes of perfecting the security
          interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
          and
          (4) notifications to persons holding such property and acknowledgments,
          receipts
          or confirmations from persons holding such property shall be deemed
          notifications to, or acknowledgments, receipts or confirmations from, financial
          intermediaries, bailees or agents (as applicable) of the Purchaser for
          the
          purpose of perfecting such security interest under applicable law. Any
          assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
          shall also be deemed to be an assignment of any security interest created
          hereby. The Seller and the Purchaser shall, to the extent consistent with
          this
          Agreement, take such actions as may be necessary to ensure that, if this
          Agreement were deemed to create a security interest in the Mortgage Loans,
          such
          security interest would be deemed to be a perfected security interest of
          first
          priority under applicable law and will be maintained as such throughout
          the term
          of this Agreement and the Pooling and Servicing Agreement.

         

        SECTION
          19. Third
          Party Beneficiary.  The
          parties hereto acknowledge and agree that DBSI and each of its respective
          successors and assigns shall have all the rights of a third-party beneficiary
          in
          respect of Section 12 of this Agreement and shall be entitled to rely upon
          and
          directly enforce the provisions of Section 12 of this Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        IN
          WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
          be
          signed by their respective officers thereunto duly authorized as of the
          date
          first above written.

         

        DB
          STRUCTURED PRODUCTS, INC.

         

        By:_____________________________________

        Name:

        Title:

         

        By:_____________________________________

        Name:

        Title:

         

        ACE
          SECURITIES CORP.

         

        By:_____________________________________

        Name:

        Title:

         

        By:_____________________________________

        Name:

        Title:

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

EXHIBIT
          1

         

        Loan
          #:
          _________

        Borrower:
          _______

         

        LOST
          NOTE
          AFFIDAVIT

         

        I,
          as
          _____________________ of ____________________, a _______________ am authorized
          to make this Affidavit on behalf of __________________ (the “Seller”). In
          connection with the administration of the Mortgage Loans held by
          ______________________, a _______________ [corporation] as Seller on behalf
          of
          ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

         

        1. The
          Seller’s address is:     

         

        2. The
          Seller previously delivered to the Purchaser a signed Initial Certification
          with
          respect to such Mortgage and/or Assignment of Mortgage;

         

        3. Such
          Mortgage Note and/or Assignment of Mortgage was assigned or sold to the
          Purchaser by __________________, a pursuant to the terms and provisions
          of a
          Mortgage Loan Purchase Agreement dated as of _____________;

         

        4. Such
          Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant
          to a
          request for release of Documents;

         

        5. Aforesaid
          Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
          lost;

         

        6. Deponent
          has made or caused to be made a diligent search for the Original and has
          been
          unable to find or recover same;

         

        7. The
          Seller was the Seller of the Original at the time of the loss; and

         

        8. Deponent
          agrees that, if said Original should ever come into Seller’s possession, custody
          or power, Seller will immediately and without consideration surrender the
          Original to the Purchaser.

         

        9. Attached
          hereto is a true and correct copy of (i) the Note, endorsed in blank by
          the
          Mortgagee and (ii) the Mortgage or Deed of Trust (strike one) which secures
          the
          Note, which Mortgage or Deed of Trust is recorded in the county where the
          property is located.

         

        10. Deponent
          hereby agrees that the Seller (a) shall indemnify and hold harmless the
          Purchaser, its successors and assigns, against any loss, liability or damage,
          including reasonable attorney’s fees, resulting from the unavailability of any
          Notes, including but not limited to any loss, liability or damage arising
          from
          (i) any false statement contained in this Affidavit, (ii) any claim of
          any party
          that purchased a mortgage loan evidenced by the Lost Note or any interest
          in
          such mortgage loan, (iii) any claim of any borrower with respect to the
          existence of terms of a mortgage loan evidenced by the Lost Note on the
          related
          property to the fact that the mortgage loan is not evidenced by an original
          note
          and (iv) the issuance of a new instrument in lieu thereof (items (i) through
          (iv) above hereinafter referred to as the “Losses”) and (b) if required by any
          Rating Agency in connection with placing such Lost Note into a Pass-Through
          Transfer, shall obtain a surety from an insurer acceptable to the applicable
          Rating Agency to cover any Losses with respect to such Lost Note.

         

        11. This
          Affidavit is intended to be relied upon by the Purchaser, its successors
          and
          assigns. Seller represents and warrants that is has the authority to perform
          its
          obligations under this Affidavit of Lost Note.

         

        Executed
          this _ day of _______, 200_.

         

        

          
            	 	 
	 	 
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

           

        

         

        On
          this
          __ day of ______, 200_, before me appeared ______________________ to me
          personally known, who being duly sworn did say that he is the
          _______________________ of ____________________, a ______________________
          and
          that said Affidavit of Lost Note was signed and sealed on behalf of such
          corporation and said acknowledged this instrument to be the free act and
          deed of
          said entity.

         

        Signature:

         

        [Seal]

         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        EXHIBIT
          2

        




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        G

      


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

      REPORTING
        RESPONSIBILITY

      


      As
        to
        each item described below, the entity indicated as the Responsible Party
        shall
        be primarily responsible for reporting the information to the party identified
        as responsible for preparing the Securities Exchange Act Reports pursuant
        to
        Section 5.06(a)(ii). 

      


      Under
        Item 1 of Form 10-D: a) items marked “monthly statement” are required to be
        included in the periodic Distribution Date statement under Section 5.02,
        provided by the Securities Administrator based on information received from
        the
        Master Servicer; and b) items marked “Form 10-D report” are required to be in
        the Form 10-D report but not the monthly statement, provided by the party
        indicated. Information under all other Items of Form 10-D is to be included
        in
        the Form 10-D report.

       

      

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

                
	
                  10-D

                	
                  Must
                    be filed within 15 days of the distribution date for the asset-backed
                    securities.

                	 	 	 	 
	 	
                  1

                	
                  Distribution
                    and Pool Performance Information

                	 	 	 	 	 	 	 
	
                  Item
                    1121(a) - Distribution and Pool Performance
                    Information

                	 	 	 	 	 	 	 
	
                  (1)
                    Any applicable record dates, accrual dates, determination dates
                    for
                    calculating distributions and actual distribution dates for the
                    distribution period.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (2)
                    Cash flows received and the sources thereof for distributions,
                    fees and
                    expenses.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (3)
                    Calculated amounts and distribution of the flow of funds for
                    the period
                    itemized by type and priority of payment, including:

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (i)
                    Fees or expenses accrued and paid, with an identification of
                    the general
                    purpose of such fees and the party receiving such fees or
                    expenses.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (ii)
                    Payments accrued or paid with respect to enhancement or other
                    support
                    identified in Item 1114 of Regulation AB (such as insurance premiums
                    or
                    other enhancement maintenance fees), with an identification of
                    the general
                    purpose of such payments and the party receiving such
                    payments.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (iii)
                    Principal, interest and other distributions accrued and paid
                    on the
                    asset-backed securities by type and by class or series and any
                    principal
                    or interest shortfalls or carryovers.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (iv)
                    The amount of excess cash flow or excess spread and the disposition
                    of
                    excess cash flow.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (4)
                    Beginning and ending principal balances of the asset-backed
                    securities.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (5)
                    Interest rates applicable to the pool assets and the asset-backed
                    securities, as applicable. Consider providing interest rate information
                    for pool assets in appropriate distributional groups or incremental
                    ranges.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (6)
                    Beginning and ending balances of transaction accounts, such as
                    reserve
                    accounts, and material account activity during the period.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (7)
                    Any amounts drawn on any credit enhancement or other support
                    identified in
                    Item 1114 of Regulation AB, as applicable, and the amount of
                    coverage
                    remaining under any such enhancement, if known and
                    applicable.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (8)
                    Number and amount of pool assets at the beginning and ending
                    of each
                    period, and updated pool composition information, such as weighted
                    average
                    coupon, weighted average life, weighted average remaining term,
                    pool
                    factors and prepayment amounts.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	
                  Updated
                    pool composition information fields to be as specified by Depositor
                    from
                    time to time

                	 
	
                  (9)
                    Delinquency and loss information for the period.

                	
                  X

                	
                  X

                	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  In
                    addition, describe any material changes to the information specified
                    in
                    Item 1100(b)(5) of Regulation AB regarding the pool assets.
                    (methodology)

                	
                  X

                	
                  X

                	 	 	 	 	 
	
                  (10)
                    Information on the amount, terms and general purpose of any advances
                    made
                    or reimbursed during the period, including the general use of
                    funds
                    advanced and the general source of funds for
                    reimbursements.

                	
                  X

                	
                  X

                	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (11)
                    Any material modifications, extensions or waivers to pool asset
                    terms,
                    fees, penalties or payments during the distribution period or
                    that have
                    cumulatively become material over time.

                	
                  X

                	
                  X

                	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (12)
                    Material breaches of pool asset representations or warranties
                    or
                    transaction covenants.

                	
                  X

                	
                  X

                	 	 	 	
                  X

                	 
	
                  (13)
                    Information on ratio, coverage or other tests used for determining
                    any
                    early amortization, liquidation or other performance trigger
                    and whether
                    the trigger was met.

                	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 
	
                  (14)
                    Information regarding any new issuance of asset-backed securities
                    backed
                    by the same asset pool, 

                	 	 	 	 	 	
                  X

                	 
	
                  any
                    pool asset changes (other than in connection with a pool asset
                    converting
                    into cash in accordance with its terms), such as additions or
                    removals in
                    connection with a prefunding or revolving period and pool asset
                    substitutions and repurchases (and purchase rates, if applicable),
                    and
                    cash flows available for future purchases, such as the balances
                    of any
                    prefunding or revolving accounts, if applicable.

                	
                  X

                	
                  X

                	
                  X

                	 	 	
                  X

                	 
	
                  Disclose
                    any material changes in the solicitation, credit-granting, underwriting,
                    origination, acquisition or pool selection criteria or procedures,
                    as
                    applicable, used to originate, acquire or select the new pool
                    assets.

                	 	 	 	 	 	
                  X

                	
                  X

                
	
                  Item
                    1121(b) - Pre-Funding or Revolving Period Information

                   

                  Updated
                    pool information as required under Item 1121(b).

                	 	 	 	 	 	
                  X

                	 
	
                  2

                	
                  Legal
                    Proceedings

                	 	 	 	 	 	 	 
	
                  Item
                    1117 - Legal proceedings pending against the following entities,
                    or their
                    respective property, that is material to Certificateholders,
                    including
                    proceedings known to be contemplated by governmental
                    authorities:

                	 	 	 	 	 	 	 
	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	 	
                  X

                
	
                  Depositor

                	 	 	 	 	 	
                  X

                	 
	
                  Trustee

                	 	 	 	 	
                  X

                	 	 
	
                  Issuing
                    entity

                	 	 	 	 	 	
                  X

                	 
	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	
                  X

                	
                  X

                	 	 	 	 	 
	
                  Securities
                    Administrator

                	 	 	
                  X

                	 	 	 	 
	
                  Originator
                    of 20% or more of pool assets as of the Cut-off Date

                	 	 	 	 	 	
                  X

                	 
	
                  Custodian

                	 	 	 	
                  X

                	 	 	 
	
                  3

                	
                  Sales
                    of Securities and Use of Proceeds

                	 	 	 	 	 	 	 
	
                  Information
                    from Item 2(a) of Part II of Form 10-Q:

                   

                  With
                    respect to any sale of securities by the sponsor, depositor or
                    issuing
                    entity, that are backed by the same asset pool or are otherwise
                    issued by
                    the issuing entity, whether or not registered, provide the sales
                    and use
                    of proceeds information in Item 701 of Regulation S-K. Pricing
                    information
                    can be omitted if securities were not registered.

                	 	 	 	 	 	
                  X

                	 
	
                  4

                	
                  Defaults
                    Upon Senior Securities

                	 	 	 	 	 	 	 
	
                  Information
                    from Item 3 of Part II of Form 10-Q:

                   

                  Report
                    the occurrence of any Event of Default (after expiration of any
                    grace
                    period and provision of any required notice)

                	 	 	
                  X

                	 	
                  X

                	 	 
	
                  5

                	
                  Submission
                    of Matters to a Vote of Security Holders

                	 	 	 	 	 	 	 
	
                  Information
                    from Item 4 of Part II of Form 10-Q

                	 	 	
                  X

                	 	
                  X

                	 	 
	
                  6

                	
                  Significant
                    Obligors of Pool Assets

                	 	 	 	 	 	 	 
	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information*

                	 	 	 	 	 	
                  X

                	
                  X

                
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Item.

                	 	 	 	 	 	 	 
	
                  7

                	
                  Significant
                    Enhancement Provider Information

                	 	 	 	 	 	 	 
	
                  Item
                    1114(b)(2) - Credit Enhancement Provider Financial
                    Information*

                	 	 	 	 	 	 	 
	
                  Determining
                    applicable disclosure threshold

                	 	 	
                  X

                	 	 	 	 
	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	 	
                  X

                	 	 	 	 
	
                  Item
                    1115(b) - Derivative Counterparty Financial
                    Information*

                	 	 	 	 	 	 	 
	
                  Determining
                    current maximum probable exposure

                	 	 	 	 	 	
                  X

                	 
	
                  Determining
                    current significance percentage

                	 	 	
                  X

                	 	 	 	 
	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	 	
                  X

                	 	 	 	 
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Items.

                	 	 	 	 	 	 	 
	
                  8

                	
                  Other
                    Information

                	 	 	 	 	 	 	 
	
                  Disclose
                    any information required to be reported on Form 8-K during the
                    period
                    covered by the Form 10-D but not reported

                	
                  The
                    Responsible Party for the applicable Form 8-K item as indicated
                    below.

                
	
                  9

                	
                  Exhibits

                	 	 	 	 	 	 	 
	
                  Distribution
                    report

                	 	 	
                  X

                	 	 	 	 
	
                  Exhibits
                    required by Item 601 of Regulation S-K, such as material
                    agreements

                	 	 	 	 	 	
                  X

                	 
	
                  8-K

                	
                  Must
                    be filed within four business days of an event reportable on
                    Form
                    8-K.

                	 	 	 	 
	
                  1.01

                	
                  Entry
                    into a Material Definitive Agreement

                	 	 	 	 	 	 	 
	
                  Disclosure
                    is required regarding entry into or amendment of any definitive
                    agreement
                    that is material to the securitization, even if depositor is
                    not a party.
                    

                   

                  Examples:
                    servicing agreement, custodial agreement.

                   

                  Note:
                    disclosure not required as to definitive agreements that are
                    fully
                    disclosed in the prospectus

                	
                  X

                	
                  X

                	
                  X
                    (if Master Servicer is not a party)

                	 	
                  X
                    (if Master Servicer is not a party)

                	
                  X
                    (if Master Servicer is not a party)

                	
                  X
                    (if Master Servicer is not a party)

                
	
                  1.02

                	
                  Termination
                    of a Material Definitive Agreement

                	
                  X

                	
                  X

                	
                  X
                    (if Master Servicer is not a party)

                	 	
                  X
                    (if Master Servicer is not a party)

                	
                  X
                    (if Master Servicer is not a party)

                	
                  X
                    (if Master Servicer is not a party)

                
	
                  Disclosure
                    is required regarding termination of any definitive agreement
                    that is
                    material to the securitization (other than expiration in accordance
                    with
                    its terms), even if depositor is not a party. 

                   

                   

                  Examples:
                    servicing agreement, custodial agreement.

                	 	 	 	 	 	 	 
	
                  1.03

                	
                  Bankruptcy
                    or Receivership

                	 	 	 	 	 	 	 
	
                  Disclosure
                    is required regarding the bankruptcy or receivership, if known
                    to the
                    Master Servicer, with respect to any of the following: 

                   

                  Sponsor
                    (Seller), Depositor, Master Servicer, affiliated Servicer, other
                    Servicer
                    servicing 20% or more of pool assets at time of report, other
                    material
                    servicers, Certificate Administrator, Trustee, significant obligor,
                    credit
                    enhancer (10% or more), derivatives counterparty,
                    Custodian

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                	
                  X 

                	
                  X 

                	
                  X

                
	
                  2.04

                	
                  Triggering
                    Events that Accelerate or Increase a Direct Financial Obligation
                    or an
                    Obligation under an Off-Balance Sheet Arrangement

                	 	 	 	 	 	 	 
	
                  Includes
                    an early amortization, performance trigger or other event, including
                    event
                    of default, that would materially alter the payment priority/distribution
                    of cash flows/amortization schedule.

                   

                  Disclosure
                    will be made of events other than waterfall triggers which are
                    disclosed
                    in the monthly statement

                	 	
                  X

                	
                  X

                	 	 	 	 
	
                  3.03

                	
                  Material
                    Modification to Rights of Security Holders

                	 	 	 	 	 	 	 
	
                  Disclosure
                    is required of any material modification to documents defining
                    the rights
                    of Certificateholders, including the Pooling and Servicing
                    Agreement

                	 	
                  X

                	
                  X

                	 	
                  X

                	
                  X

                	 
	
                  5.03

                	
                  Amendments
                    to Articles of Incorporation or Bylaws; Change in Fiscal
                    Year

                	 	 	 	 	 	 	 
	
                  Disclosure
                    is required of any amendment “to the governing documents of the issuing
                    entity”

                	 	 	 	 	
                  X

                	
                  X

                	 
	
                  5.06

                	
                  Change
                    in Shell Company Status

                	 	 	 	 	 	 	 
	
                  [Not
                    applicable to ABS issuers]

                	 	 	 	 	 	
                  X

                	 
	
                  6.01

                	
                  ABS
                    Informational and Computational Material

                	 	 	 	 	 	 	 
	
                  [Not
                    included in reports to be filed under Section 3.18]

                	 	 	 	 	 	
                  X

                	 
	
                  6.02

                	
                  Change
                    of Servicer or Trustee

                	 	 	 	 	 	 	 
	
                  Requires
                    disclosure of any removal, replacement, substitution or addition
                    of any
                    master servicer, affiliated servicer, other servicer servicing
                    10% or more
                    of pool assets at time of report, other material servicers, certificate
                    administrator or trustee. 

                	
                  X

                	
                  X

                	
                  X

                	 	
                  X

                	
                  X

                	 
	 	
                  Reg
                    AB disclosure about any new servicer (from entity appointing
                    new servicer)
                    or trustee (from Depositor) is also required.

                	 	 	 	 	
                  X

                	
                  X

                	 
	
                  6.03

                	
                  Change
                    in Credit Enhancement or Other External Support

                	 	 	 	 	 	 	 
	
                  Covers
                    termination of any enhancement in manner other than by its terms,
                    the
                    addition of an enhancement, or a material change in the enhancement
                    provided. Applies to external credit enhancements as well as
                    derivatives.
                    

                	 	 	
                  X

                	 	
                  X

                	
                  X

                	 
	 	
                  Reg
                    AB disclosure about any new enhancement provider is also
                    required

                	 	 	 	 	 	
                  X

                	 
	
                  6.04

                	
                  Failure
                    to Make a Required Distribution

                	 	 	
                  X

                	 	
                  X

                	 	 
	
                  6.05

                	
                  Securities
                    Act Updating Disclosure

                	 	 	 	 	 	 	 
	
                  If
                    any material pool characteristic differs by 5% or more at the
                    time of
                    issuance of the securities from the description in the final
                    prospectus,
                    provide updated Reg AB disclosure about the actual asset
                    pool.

                	 	 	 	 	 	
                  X

                	
                   

                
	
                  If
                    there are any new servicers or originators required to be disclosed
                    under
                    Regulation AB as a result of the foregoing, provide the information
                    called
                    for in Items 1108 and 1110 respectively.

                	 	 	 	 	 	
                  X

                	 
	
                  7.01

                	
                  Regulation
                    FD Disclosure

                	
                  X

                	
                  X

                	
                  X

                	 	
                  X

                	
                  X

                	
                  X

                
	
                  8.01

                	
                  Other
                    Events

                	 	 	 	 	 	 	 
	
                  Any
                    event, with respect to which information is not otherwise called
                    for in
                    Form 8-K, that the registrant deems of importance to security
                    holders.

                	 	 	 	 	 	
                  X

                	 
	
                  9.01

                	
                  Financial
                    Statements and Exhibits

                	
                  The
                    Responsible Party applicable to reportable event.

                
	
                  10-K

                	
                  Must
                    be filed within 90 days of the fiscal year end for the
                    registrant.

                	 	 	 	 
	
                  9B

                	
                  Other
                    Information

                	 	 	 	 	 	 	 
	 	 	
                  Disclose
                    any information required to be reported on Form 8-K during the
                    fourth
                    quarter covered by the Form 10-K but not reported

                	
                  The
                    Responsible Party for the applicable Form 8-K as indicated
                    above.

                
	 	
                  15

                	
                  Exhibits
                    and Financial Statement Schedules

                	 	 	 	 	 	 	 
	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information

                	 	 	 	 	 	
                  X

                	
                  X

                
	
                  Item
                    1114(b)(2) - Credit Enhancement Provider Financial
                    Information

                	 	 	 	 	 	 	 
	
                  Determining
                    applicable disclosure threshold

                	 	 	
                  X

                	 	 	 	 
	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	 	
                  X

                	 	 	 	 
	
                  Item
                    1115(b) - Derivative Counterparty Financial
                    Information

                	 	 	 	 	 	 	 
	
                  Determining
                    current maximum probable exposure

                	 	 	 	 	 	
                  X

                	 
	 	 	
                  Determining
                    current significance percentage

                	 	 	
                  X

                	 	 	 	 
	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	 	
                  X

                	 	 	 	 
	
                  Item
                    1117 - Legal proceedings pending against the following entities,
                    or their
                    respective property, that is material to Certificateholders,
                    including
                    proceedings known to be contemplated by governmental
                    authorities:

                	 	 	 	 	 	 	 
	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	 	
                  X

                
	
                  Depositor

                	 	 	 	 	 	
                  X

                	 
	
                  Trustee

                	 	 	 	 	
                  X

                	 	 
	
                  Issuing
                    entity

                	 	 	 	 	 	
                  X

                	 
	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	
                  X

                	
                  X

                	 	 	 	 	 
	
                  Securities
                    Administrator

                	 	 	
                  X

                	 	 	 	 
	
                  Originator
                    of 20% or more of pool assets as of the Cut-off Date

                	 	 	 	 	 	
                  X

                	
                  X

                
	
                  Custodian

                	 	 	 	
                  X

                	 	 	 
	
                  Item
                    1119 - Affiliations and relationships between the following entities,
                    or
                    their respective affiliates, that are material to
                    Certificateholders:

                	 	 	 	 	 	 	 
	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	 	
                  X

                
	
                  Depositor

                	 	 	 	 	 	
                  X

                	 
	
                  Trustee

                	 	 	 	 	
                  X

                	 	 
	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	
                  X

                	
                  X

                	 	 	 	 	 
	
                  Securities
                    Administrator

                	 	 	
                  X

                	 	 	 	 
	
                  Originator

                	 	 	 	 	 	
                  X

                	
                  X

                
	
                  Custodian

                	 	 	 	
                  X
                    (with respect to affiliations only)

                	 	 	 
	
                  Credit
                    Enhancer/Support Provider

                	 	 	 	 	 	
                  X

                	
                  X

                
	
                  Significant
                    Obligor

                	 	 	 	 	 	
                  X

                	
                  X

                
	
                  Item
                    1122 - Assessment of Compliance with Servicing
                    Criteria

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                	 	 	 
	
                  Item
                    1123 - Servicer Compliance Statement

                	
                  X

                	
                  X

                	 	 	 	 	 


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        H

       

      ADDITIONAL
        DISCLOSURE NOTIFICATION

       

      **SENT
        VIA FAX TO [_XXX)XXX-XXXX] AND VIA EMAIL TO [_________________] AND VIA
        OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW:

       

      Wells
        Fargo Bank, N.A. as Securities Administrator

      Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attn:
        Corporate Trust Services - [DEAL NAME] - SEC REPORT PROCESSING

       

      RE:
        **
        Additional Form [10-D][10-K][8-K] Disclosure** Required

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section [__] of the Pooling and Servicing Agreement, dated
        as of [________] [__], 2006 among [_____________], as [______], [_____________],
        as [______], [_____________], as [______] and [_____________], as [______],
        the
        undersigned, as [______], hereby notifies you that certain events have come
        to
        our attention that [will] [may] need to be disclosed on Form
        [10-D][10-K][8-K].

       

      Description
        of Additional Form [10-D][10-K][8-K] Disclosure:

       

       

      List
        of any Attachments hereto to be included in the Additional Form
        [10-D][10-K][8-K] Disclosure: 

       

       

      Any
        inquiries related to this notification should be directed to [_____________],
        phone number: [______]; email address: [_________________].

       

      [NAME
        OF
        PARTY],

      as
        [role]

       

       

      By:
        _____________________

        
Name:

           
  Title:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      EXHIBIT
        I

       

      SWAP
        AGREEMENT

       

      
        
 

        
          	
                  Deutsche
                    Bank 

                  Aktiengesellschaft

                	
                  

                


        

        


        
          	
                  Date:

                	
                  January
                    27, 2006

                
	 	 
	
                  To:

                	
                  HSBC
                    Bank USA, National Association, not in its individual capacity,
                    but solely
                    as trustee for the supplemental interest trust created pursuant
                    to the
                    Pooling and Servicing Agreement

                
	 	 
	
                  Attention:

                	 
	
                  Facsimile
                    no.:

                	 
	 	 
	
                  Our
                    Reference:

                	
                  Global
                    No. N442822N
                    

                
	 	 
	
                  Re:

                	
                  Interest
                    Rate Swap Transaction

                


        

        


        


        Ladies
          and Gentlemen:

        


        The
          purpose of this letter agreement ("Agreement") is to confirm the terms
          and
          conditions of the Transaction entered into on the Trade Date specified
          below
          (the "Transaction") between Deutsche Bank AG ("DBAG") and HSBC Bank USA,
          National Association, not individually, but solely as trustee of the
          Supplemental Interest Trust (“Counterparty”) created under the Pooling and
          Servicing Agreement, dated and effective as of January 1,
          2006,
          among Ace Securities Corp., as Depositor, GMAC Mortgage Corporation and
          OCWEN
          Loan Servicing, LLC, as servicers, Wells Fargo Bank, National Association,
          as
          Master Servicer and Securities Administrator, and HSBC Bank USA, National
          Association, as Trustee (the “Pooling and Servicing Agreement”). This Agreement,
          which evidences a complete and binding agreement between you and us to
          enter
          into the Transaction on the terms set forth below, constitutes a "Confirmation"
          as referred to in the "ISDA Form Master Agreement" (as defined below),
          as well
          as a “Schedule” as referred to in the ISDA Form Master Agreement.

        


        1. This
          Agreement is subject to the 2000
          ISDA Definitions (the
          “Definitions”), as published by the International Swaps and Derivatives
          Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
          in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
          (Multicurrency—Cross Border) form (the "ISDA Form Master Agreement") but,
          rather, an ISDA Form Master Agreement shall be deemed to have been executed
          by
          you and us on the date we entered into the Transaction. In the event of
          any
          inconsistency between the provisions of this Agreement and the Definitions
          or
          the ISDA Form Master Agreement, this Agreement shall prevail for purposes
          of the
          Transaction. Terms capitalized but not defined herein shall have the meanings
          attributed to them in the Pooling and Servicing Agreement.

        


        


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

        


        
          	
                  Notional
                    Amount:

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

                
	 	 
	
                  Trade
                    Date:

                	
                  January
                    20, 2006

                
	 	 
	
                  Effective
                    Date:

                	
                  January
                    27, 2006

                
	 	 
	
                  Termination
                    Date:

                	
                  April
                    25, 2011, subject to adjustment in accordance with the Modified
                    Following
                    Business Day Convention.

                


        

        


        Fixed
          Amounts:

         

        
          	
                  Fixed
                    Rate Payer:

                	
                  Counterparty

                
	 	 
	
                  Fixed
                    Rate Payer Period End Dates:

                	
                  The
                    25th day of each month, commencing February 25, 2006, through
                    and
                    including the Termination Date, subject to No
                    adjustment

                
	 	 
	
                  Fixed
                    Rate Payer Payment Dates:

                	
                  One
                    Business Day prior to each Floating Rate Payer Period End
                    Date.

                
	 	 
	
                  Fixed
                    Rate:

                	
                  4.747
                    %

                
	 	 
	
                  Fixed
                    Rate Day Count Fraction:

                	
                  30/360

                
	 	 


        

        


        Floating
          Amounts:

        


        
          	
                  Floating
                    Rate Payer:

                	
                  DBAG

                
	 	 
	
                  Floating
                    Rate Payer Period End Dates:

                	
                  The
                    25th day of each month, commencing February 25, 2006, through
                    and
                    including the Termination Date, subject to adjustment in accordance
                    with
                    the Modified Following Business Day Convention.

                
	 	 
	
                  Floating
                    Rate Payer Payment Dates:

                	
                  One
                    Business Day prior to each Floating Rate Payer Period End
                    Date.

                
	 	 
	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA

                
	 	 
	
                  Designated
                    Maturity:

                	
                  1
                    month

                
	 	 
	
                  Spread:

                	
                  None

                
	 	 
	
                  Floating
                    Rate Day Count Fraction:

                	
                  Actual/360

                
	 	 
	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period

                
	 	 
	
                  Compounding:

                	
                  Inapplicable:

                
	 	 


        

        


        Calculation
          Agent: DBAG

        


        Business
          Days: New
          York


        


        3. Additional
          Provisions:                          Each
          party hereto is hereby advised and acknowledges that the other party has
          engaged
          in (or refrained from engaging in) substantial financial transactions and
          has
          taken (or refrained from taking) other material actions in reliance upon
          the
          entry by the parties into the Transaction being entered into on the terms
          and
          conditions set forth herein and in the Confirmation relating to such
          Transaction, as applicable.

        


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

        


        
          	
                  1)

                	
                  The
                    parties agree that subparagraph (ii) of Section 2(c) of the ISDA
                    Form
                    Master Agreement will apply to any
                    Transaction.

                


        

        


        
          	2)	
                  Termination
                    Provisions.
                    Subject to the provisions of paragraph 13 below, for purposes
                    of the ISDA
                    Form Master Agreement:

                


        

        


        (a) "Specified
          Entity" is not applicable to DBAG or Counterparty for any purpose. 

        


        (b) “Breach
          of Agreement” provision of Section 5(a)(ii) will not apply to DBAG or
          Counterparty.

        


        (c) “Credit
          Support Default” provisions of Section 5(a)(iii) will not apply to Counterparty
          and will not apply to DBAG unless DBAG has obtained a guarantee or posted
          collateral pursuant to paragraph 12 below.

        


        (d) “Misrepresentation”
          provisions of Section 5(a)(iv) will not apply to DBAG or
          Counterparty.

        


        (e) "Specified
          Transaction" is not applicable to DBAG or Counterparty for any purpose,
          and,
          accordingly, Section 5(a)(v) shall not apply to DBAG or
          Counterparty.

        


        (f) The
          "Cross Default" provisions of Section 5(a)(vi) will not apply to DBAG or
          to
          Counterparty. 

        


        (g) With
          respect to the Counterparty, the "Bankruptcy" provision of Section 5(a)(vii)(2)
          will be deleted in its entirety.

        


        (h) The
          "Merger Without Assumption" provisions of Section 5(a)(viii) will not apply
          to
          Counterparty. 

        


        (i) The
          "Tax
          Event Upon Merger" provisions of Section 5(b)(iii) will not apply to DBAG
          as
          Burdened Party.

        


        (j) The
          "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply
          to DBAG
          or to Counterparty.

        


        (k) The
          "Automatic Early Termination" provision of Section 6(a) will not apply
          to DBAG
          or to Counterparty.

        


        (l) Payments
          on Early Termination. For the purpose of Section 6(e) of the ISDA Form
          Master
          Agreement:

        


        (i)  
          Market
          Quotation will apply.

        (ii) The
          Second Method will apply. 

        


        (m) "Termination
          Currency" means United States Dollars. 

        


        3)
          Tax
          Representations. 

        


        
          	 	
                  Payer
                    Representations. For the purpose of Section 3(e) of the
                    ISDA Form Master
                    Agreement, DBAG and Counterparty make the following
                    representations:

                


        

        


        
          	 	 	
                  It
                    is not required by any applicable law, as modified by the practice
                    of any
                    relevant governmental revenue authority, of any Relevant Jurisdiction
                    to
                    make any deduction or withholding for or on account of any Tax
                    from any
                    payment (other than interest under Section 2(e), 6(d)(ii) or
                    6(e) of
                    the
                    ISDA Form Master
                    Agreement) to be made by it to the other party under this Agreement.
                    In
                    making this representation, it may rely on (i) the accuracy of
                    any
                    representations made by the other party pursuant to Section 3(f)
                    of
                    the
                    ISDA Form Master
                    Agreement, (ii) the satisfaction of the agreement contained in
                    Section
                    4(a)(i) or 4(a)(iii) of the
                    ISDA Form Master
                    Agreement and the accuracy and effectiveness of any document
                    provided by
                    the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the
                    ISDA Form Master
                    Agreement and (iii) the satisfaction of the agreement of the
                    other party
                    contained in Section 4(d) of the
                    ISDA Form Master
                    Agreement, provided that it shall not be a breach of this representation
                    where reliance is placed on clause (ii) and the other party does
                    not
                    deliver a form or document under Section 4(a)(iii) by reason
                    of material
                    prejudice of its legal or commercial
                    position.

                


        

        


        
          	 	
                  Payee
                    Representations. For the purpose of Section 3 (f) of the
                    ISDA Form Master
                    Agreement, DBAG and Counterparty make the following
                    representations:

                


        

        


        (i) DBAG
          represents that it
          is a
“foreign person” within the meaning of the applicable U.S. Treasury Regulations
          concerning information reporting and backup withholding tax (as in effect
          on
          January 1, 2001), unless DBAG provides written notice to Counterparty that
          it is
          no longer a foreign person. In respect of this Transaction it enters into
          through an office or discretionary agent in the United States or which
          otherwise
          is allocated for United States federal income tax purposes to such United
          States
          trade or business, each payment received or to be received by it under
          such
          Transaction will be effectively connected with its conduct of a trade or
          business in the United States.

        


        
          	 	
                  (ii)

                	
                  Counterparty
                    represents that it is trustee for the Supplement Interest Trust
                    created
                    under the Pooling and Servicing
                    Agreement.

                


        

        


        4)
          The
          ISDA Form Master Agreement is hereby amended as follows:

        


        (a)
          The
          word “third” shall be replaced by the word “second” in the third line of Section
          5(a)(i) of the ISDA Form Master Agreement; 

        


        5)
          Documents
          to be Delivered.
          For the
          purpose of Section 4(a)(i) and (ii) of the ISDA Form Master Agreement,
          each
          party agrees to deliver the following documents, as applicable:

        


        (1) Tax
          forms, documents, or certificates to be delivered are:

         

        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/

                  Certificate

                	
                  Date
                    by which to

                  be
                    delivered

                
	 	 	 
	
                  DBAG
                    and

                  the
                    Counterparty

                	
                  Any
                    document required or reasonably requested to allow the other
                    party to make
                    payments under this Agreement without any deduction or withholding
                    for or
                    on the account of any Tax or with such deduction or withholding
                    at a
                    reduced rate

                	
                  Promptly
                    after the earlier of (i) reasonable demand by either party or
                    (ii)
                    learning that such form or document is
                    required

                


        

         

        (2) Other
          documents to be delivered are:

         

        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/

                  Certificate

                	
                  Date
                    by which to

                  be
                    delivered

                	
                  Covered
                    by Section 3(d) Representation

                
	 	 	 	 
	
                  DBAG
                    and

                  the
                    Counterparty

                	
                  Any
                    documents required by the receiving party to evidence the authority
                    of the
                    delivering party or its Credit Support Provider, if any, for
                    it to execute
                    and deliver this Agreement, any Confirmation, and any Credit
                    Support
                    Documents to which it is a party, and to evidence the authority
                    of the
                    delivering party or its Credit Support Provider to perform its
                    obligations
                    under this Agreement, such Confirmation and/or Credit Support
                    Document, as
                    the case may be

                	
                  Upon
                    the execution and delivery of this Agreement and such
                    Confirmation

                	
                  Yes

                
	 	 	 	 
	
                  DBAG
                    and

                  the
                    Counterparty

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

                	
                  Upon
                    the execution and delivery of this Agreement and such
                    Confirmation

                	
                  Yes

                


        

        


        6)
           Miscellaneous

        


        
          	
                  (a)

                	
                  Address
                    for Notices: For the purposes of Section 12(a) of the ISDA Form
                    Master Agreement:

                


        

        


        Addresses
          for notices or communications to DBAG:

         

        Addresses
          for notices to DBAG under Sections 5 or 6 (other than notices under Section
          5(a)(i)) shall be sent to:

        


        Deutsche
          Bank AG, Head Office

        Taunusanlage
          12

        60262
          Frankfurt

        GERMANY

        Attention:
          Legal Department

        Telex
          No:
          411836 or 416731 or 41233

        Answerback: DBF-D

        


        All
          other
          notices to DBAG shall be sent directly to the Office through which DBAG
          is
          acting for the relevant Transaction, using the address and contact particulars
          specified in the Confirmation of that Transaction or otherwise
          notified.

        


        Address
          for notices or communications to the Counterparty:

        


        Address:  HSBC
          Bank
          USA, National Association

                          
          452 Fifth Avenue

                          
          New York, NY 10018

                          
          Attention: ACE Securities Corp., 2006-SL1

        (For
          all
          purposes)

        


        
          	 	
                  With
                    copy to:

                	
                                 
                    Wells Fargo Bank, N.A.

                


        

        9062
          Old
          Annapolis Road

        Columbia,
          MD 21045

        Attention:
          Client Manager - Ace 2006-SL1

        Tel:
          410-884-2000

        Fax:
          410-715-2380

        


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

        


        DBAG
          appoints as its   Not
          Applicable

        


        The
          Counterparty appoints as its   Not
          Applicable

        


        
          	
                  (c)

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

                


        

        


        
          	
                  (d)

                	
                  Multibranch
                    Party. For the purpose of Section 10(c) of the ISDA Form Master
                    Agreement:

                


        

        


        DBAG
          is
          not a Multibranch Party.

        


        
          	 	
                  The
                    Counterparty is not a Multibranch
                    Party.

                


        

        


        
          	
                  (e)

                	
                  Calculation
                    Agent. The Calculation Agent is
                    DBAG.

                


        

        


        (f) Credit
          Support Document.

         

        
          
            	 	DBAG: 	
                    Not
                      applicable, except for any guarantee or contingent agreement
                      delivered
                      pursuant to paragraph 12 below.

                  


            	 	 	 


            	 	
                    The
                      Counterparty:

                  	
                    Not
                      Applicable

                  


          

           

        

        
          	
                  (g)

                	
                  Credit
                    Support Provider.

                


        

         

        
          	 	DBAG: 	Not Applicable


          	 	 	 


          	 	
                  The
                    Counterparty:

                	
                  Not
                    Applicable

                


        

        


        (h) Governing
          Law. The
          parties to this Agreement hereby agree that the law of the State of New
          York
          shall govern their rights and duties in whole without regard to conflict
          of law
          provisions thereof other than New York General Obligations Law Sections
          5-1401
          and 5-1402. 

        


        (i) Severability. If
          any
          term, provision, covenant, or condition of this Agreement, or the application
          thereof to any party or circumstance, shall be held to be invalid or
          unenforceable (in whole or in part) for any reason, the remaining terms,
          provisions, covenants, and conditions hereof shall continue in full force
          and
          effect as if this Agreement had been executed with the invalid or unenforceable
          portion eliminated, so long as this Agreement as so modified continues
          to
          express, without material change, the original intentions of the parties
          as to
          the subject matter of this Agreement and the deletion of such portion of
          this
          Agreement will not substantially impair the respective benefits or expectations
          of the parties. 

        


        The
          parties shall endeavor to engage in good faith negotiations to replace
          any
          invalid or unenforceable term, provision, covenant or condition with a
          valid or
          enforceable term, provision, covenant or condition, the economic effect
          of which
          comes as close as possible to that of the invalid or unenforceable term,
          provision, covenant or condition. 

        


        (j) Consent
          to Recording. Each
          party hereto consents to the monitoring or recording, at any time and from
          time
          to time, by the other party of any and all communications between officers
          or
          employees of the parties, waives any further notice of such monitoring
          or
          recording, and agrees to notify its officers and employees of such monitoring
          or
          recording. 

        


        (k) Waiver
          of
          Jury Trial. Each
          party waives any right it may have to a trial by jury in respect of any
          Proceedings relating to this Agreement or any Credit Support Document.
          

        


        (l) Trustee
          Capacity. It is expressly understood and agreed by the parties hereto that
          insofar as this Confirmation is executed by the Trustee (i) this Confirmation
          is
          executed and delivered by HSBC Bank USA, National Association not in its
          individual capacity but solely as trustee for the Supplement Interest Trust
          created under the Pooling and Servicing Agreement referred to in this
          Confirmation in the exercise of the powers and authority conferred and
          invested
          in it thereunder (ii) each of the representations, undertakings and agreements
          herein made on behalf of the Supplemental Interest Trust is made and intended
          not as personal representations, undertakings and agreements by HSBC Bank,
          National Association but is made and intended for the purposes of binding
          only
          the Supplement Interest Trust, (iii) nothing herein contained shall be
          construed
          as creating any liability on the part of HSBC Bank USA, National Association,
          individually or personally, to perform any covenant either expressed or
          implied
          contained herein, all such liability, if any, being expressly waived by
          the
          parties hereto and by any Person claiming by, through or under the parties
          hereto, (iv) under no circumstances shall HSBC Bank USA, National Association
          in
          its individual capacity be personally liable for the payment of any indebtedness
          or expenses or be personally liable for the breach or failure of any obligation,
          representation, warranty or covenant made or undertaken under this Confirmation
          or any other related documents, and (v) the parties hereto acknowledge
          and agree
          that under (a) the Pooling and Servicing Agreement, and (b) this Agreement,
          the
          Securities Administrator may act for Counterparty hereunder, and DBAG hereby
          acknowledges and agrees that it will, unless otherwise directed by the
          Supplemental Interest Trust Trustee or the Securities Administrator, make
          all
          payments hereunder to the account specified below. DBAG shall be entitled
          to
          rely, shall be fully protected in relying, and shall incur no liability
          from
          relying in good faith, upon any writing, resolution, notice, consent,
          certificate, affidavit, letter, telegram, facsimile or telephone message,
          statement or other document or conversation believed by it to be genuine
          and
          correct and to have been signed, sent or made by the Securities Administrator.
          

        


        (m) Proceedings.
          DBAG
          shall not institute against or cause any other person to institute against,
          or
          join any other person in instituting against, Ace Securities Corp., Ace
          Securities Corp. Home Equity Loan Trust, Series 2006-SL1 or HSBC Bank USA,
          National Association, not individually, but solely as Trustee for the
          Supplemental Interest Trust any bankruptcy, reorganization, arrangement,
          insolvency or liquidation proceedings, or other proceedings under any federal
          or
          state bankruptcy or similar law for a period of one year and one day (or,
          if
          longer, the applicable preference period) following payment in full of
          the
          Certificates. This provision will survive the termination of this
          Agreement.

        


        (n) DBAG
          hereby agrees that, notwithstanding any provision of this agreement to
          the
          contrary, Counterparty’s obligations to pay any amounts owing under this
          Agreement shall be subject to Section 5.01 of the Pooling and Servicing
          Agreement and DBAG’s right to receive payment of such amounts shall be subject
          to Section 5.01 of the Pooling and Servicing Agreement. This provision
          will
          survive the termination of this Agreement.

        


        7)
          "Affiliate." DBAG and Counterparty shall be deemed to not have any Affiliates
          for purposes of this Agreement, including for purposes of Section 6(b)(ii).
          This
          provision will survive the termination of this Agreement.

         

        8)
          Section 3 of the ISDA Form Master Agreement is hereby amended by adding
          at the
          end thereof the following subsection (g): 

        


        "(g) Relationship
          Between Parties.
          

        


        Each
          party represents to the other party on each date when it enters into a
          Transaction that:--

        


        (1)
          Nonreliance.
          It is
          not relying on any statement or representation of the other party regarding
          the
          Transaction (whether written or oral), other than the representations expressly
          made in this Agreement or the Confirmation in respect of that Transaction.
          

        


        (2)
          Evaluation
          and Understanding.
          

        


        (i)
          DBAG
          is acting for its own account and HSBC Bank USA, National Association is
          acting
          as trustee for the Supplemental Interest Trust created under the Pooling
          and
          Servicing Agreement and not for its own account. Each party has the capacity
          to
          evaluate (internally or through independent professional advice) the Transaction
          and has made its own decision to enter into the Transaction;

        


        (ii)
          It
          understands the terms, conditions and risks of the Transaction and is willing
          and able to accept those terms and conditions and to assume those risks,
          financially and otherwise; and 

        


        (3) Purpose.
          It is an “eligible swap participant” as such term is defined in Section
          35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under, and an “eligible
          contract participant” as defined in Section 1(a)(12) of, the Commodity Exchange
          Act, as amended, and it is entering into the Transaction for the purposes
          of
          managing its borrowings or investments, hedging its underlying assets or
          liabilities or in connection with a line of business. 

        


        (4) Status
          of Parties.
          The
          other party is not acting as an agent, fiduciary or advisor for it in respect
          of
          the Transaction.”

        


        9)
          Set-off. 
          Notwithstanding any provision of this Agreement or any other existing or
          future
          agreement, each party irrevocably waives any and all rights it may have
          to set
          off, net, recoup or otherwise withhold or suspend or condition payment
          or
          performance of any obligation between it and the other party hereunder
          against
          any obligation between it and the other party under any other agreements.
          The
          provisions for Set-off set forth in Section 6(e) of the Agreement shall
          not
          apply for purposes of this Transaction.

        


        10)
          Transfer,
          Amendment and Assignment.
          No
          transfer, amendment, waiver, supplement, assignment or other modification
          of
          this Transaction shall be permitted by either party unless each of Standard
          & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc.
          (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) has been provided
          notice of the same and confirms in writing (including by facsimile transmission)
          that it will not downgrade, qualify, withdraw or otherwise modify its
          then-current rating of the Certificates.

        


        11)
          Additional
          Termination Events.
          The
          following Additional Termination Events will apply, in each case with respect
          Counterparty as the sole Affected Party (unless otherwise provided
          below): 

         

        
          	
                	(i)	
                  DBAG
                    fails to comply with the Rating Agency Downgrade provisions as
                    set forth
                    in Section 12 below. For all purposes of this Agreement, DBAG
                    shall be the
                    sole Affected Party with respect to the occurrence of a Termination
                    Event
                    described in this Section 11(i).

                


          	 	 	 


          	 	(ii)	With respect to Counterparty only,
                  any
                  amendment to the Pooling and Servicing Agreement which materially
                  adversely affects any of DBAG's rights thereunder is made without
                  prior
                  written consent of DBAG, where such consent is required under the
                  Pooling
                  and Servicing Agreement.


          	 	 	 


          	 	(iii) 	If the Trustee is unable to pay
                  its Class A
                  Certificates or fails or admits in writing its inability to pay
                  its Class
                  A Certificates as they become due.


          	 	 	 


          	 	(iv)	
                  If,
                    at any time, the Master Servicer purchases the Mortgage Loans
                    pursuant to
                    Section 10.01 of the Pooling and Servicing Agreement, then an
                    Additional
                    Termination Event shall have occurred and Counterparty shall
                    be the sole
                    Affected Party with respect thereto; provided, however, that
                    notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement,
                    only
                    Counterparty shall have the right to designate an Early Termination
                    Date
                    in respect of this Additional Termination
                    Event.

                


          	 	 	 


          	 	(v)	
                  If,
                    upon the occurrence of a Swap Disclosure Event (as defined in
                    Part 13
                    below) DBAG has not, within 15 days after such Swap Disclosure
                    Event
                    complied with any of the provisions set forth in Part 13(iii)
                    below, then
                    an Additional Termination Event shall have occurred with respect
                    to DBAG
                    and DBAG shall be the sole Affected Party with respect to such
                    Additional
                    Termination Event.

                


        

         

        12)
          Rating
          Agency Downgrade.
          In the
          event that DBAG’s short-term unsecured and unsubordinated debt rating is
          withdrawn or reduced below “A-1” by S&P or, if DBAG has both a long-term
          credit rating and a short-term credit rating from Moody’s (and together with
          S&P, the “Swap Rating Agencies”), and either its long-term unsecured and
          unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its
          short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and
          together with S&P, the “Swap Rating Agencies”, and such rating thresholds,
“Approved Rating Thresholds”), then within 30 days after such rating withdrawal
          or downgrade, DBAG shall, subject to the Rating Agency Condition and at
          its own
          expense, either (i) cause another entity to replace DBAG as party to this
          Agreement that meets or exceeds the Approved Rating Thresholds on terms
          substantially similar to this Agreement, (ii) obtain a guaranty of, or
          a
          contingent agreement of another person with the Approved Rating Thresholds,
          to
          honor, DBAG’s obligations under this Agreement, (iii) post collateral which will
          be sufficient to restore the immediately prior ratings of the Certificates,
          or
          (iv) establish any other arrangement satisfactory to the Swap Rating Agencies,
          which will be sufficient to restore the immediately prior ratings of the
          Certificates. Notwithstanding the previous sentence, in the event that
          DBAG’s
          long-term unsecured and unsubordinated debt rating is reduced below “BBB-” or
          its short-term unsecured and unsubordinated debt rating is reduced below
“A-3”
or is withdrawn by S&P, then within 10 days after such rating withdrawal or
          downgrade, DBAG shall, subject to the Rating Agency Condition and at its
          own
          expense, either (i) cause another entity to replace DBAG as party to this
          Agreement that meets or exceeds the Approved Rating Thresholds on terms
          substantially similar to this Agreement or (ii) obtain a guaranty of, or
          a
          contingent agreement of another person with the Approved Rating Thresholds,
          to
          honor, DBAG’s obligations under this Agreement. For purposes of this provision,
“Rating Agency Condition” means, with respect to any particular proposed act or
          omission to act hereunder that the party acting or failing to act must
          consult
          with each of the Swap Rating Agencies then providing a rating of the
          Certificates and receive from each of the Swap Rating Agencies a prior
          written
          confirmation that the proposed action or inaction would not cause a downgrade
          or
          withdrawal of the then-current rating of the Certificates.

        


        13)
          Compliance
          with Regulation AB.
          

        


        
          	
                	(i)	
                  DBAG
                    agrees and acknowledges that Ace Securities Corp. (“ACE”) is required
                    under Regulation AB under the Securities Act of 1933, as amended,
                    and the
                    Securities Exchange Act of 1934, as amended (the “Exchange Act”)
                    (“Regulation AB”), to disclose certain financial information regarding
                    DBAG or its group of affiliated entities, if applicable, depending
                    on the
                    aggregate “significant percentage” of this Agreement and any other
                    derivative contracts between DBAG or its group of affiliated
                    entities, if
                    applicable, and Counterparty, as calculated from time to time
                    in
                    accordance with Item 1115 of Regulation
                    AB.

                


        

        


        
          	
                	(ii)	
                  It
                    shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                    Business Day after the date hereof, ACE requests from DBAG the
                    applicable
                    financial information described in Item 1115 of Regulation AB
                    (such
                    request to be based on a reasonable determination by ACE, in
                    good faith,
                    that such information is required under Regulation AB) (the “Swap
                    Financial Disclosure”).

                


        

        


        
          	
                	(iii)	
                  Upon
                    the occurrence of a Swap Disclosure Event, DBAG, at its own expense,
                    shall
                    (a) provide to ACE the Swap Financial Disclosure, (b) secure
                    another
                    entity to replace DBAG as party to this Agreement on terms substantially
                    similar to this Agreement which entity (or a guarantor therefore)
                    meets or
                    exceeds the Approved Rating Thresholds and which satisfies the
                    Rating
                    Agency Condition and which entity is able to comply with the
                    requirements
                    of Item 1115 of Regulation AB or (c) obtain a guaranty of the
                    DBAG’s
                    obligations under this Agreement from an affiliate of the DBAG,
                    subject to
                    the Rating Agency Condition, that is able to comply with the
                    financial
                    information disclosure requirements of Item 1115 of Regulation
                    AB, such
                    that disclosure provided in respect of the affiliate will satisfy
                    any
                    disclosure requirements applicable to the Swap Provider, and
                    cause such
                    affiliate to provide Swap Financial Disclosure. If permitted
                    by Regulation
                    AB, any required Swap Financial Disclosure may be provided by
                    incorporation by reference from reports filed pursuant to the
                    Exchange
                    Act.

                


        

        


        
          	
                	(iv)	
                  DBAG
                    agrees that, in the event that DBAG provides Swap Financial Disclosure
                    to
                    ACE in accordance with Part 13(iii)(a) or causes its affiliate
                    to provide
                    Swap Financial Disclosure to ACE in accordance with Part 13(iii)(c),
                    it
                    will indemnify and hold harmless ACE, its respective directors
                    or officers
                    and any person controlling ACE, from and against any and all
                    losses,
                    claims, damages and liabilities caused by any untrue statement
                    or alleged
                    untrue statement of a material fact contained in such Swap Financial
                    Disclosure or caused by any omission or alleged omission to state
                    in such
                    Swap Financial Disclosure a material fact, when considered in
                    conjunction
                    with any other information regarding Party A or the derivative
                    instrument
                    being written by Party A in the final prospectus for ACE-2006-SL1,
                    required to be stated therein or necessary to make the statements
                    therein,
                    in light of the circumstances under which they were made, not
                    misleading.

                


        

        


        14)
          Third
          Party Beneficiary.
          ACE
          shall be an express third party beneficiary of this Agreement as if a party
          hereto to the extent of ACE’s rights explicitly specified herein.

        


        5. Account
          Details:

        


        Account
          Details for DBAG: 

        


        Deutsche
          Bank AG New York

        ABA#
          026003780

        Acct#
          100440170004

        Swift
          Code: DEUTUS33

        


        Account
          Details for Counterparty:

        


        Wells
          Fargo Bank, NA

        ABA
          #
          121000248

        Account
          Name: SAS Clearing

        Account
          #
          3970771416

        FFC
          to:
          ACE 2006-SL1 Supplemental Fund #50892802

        


        6. Offices:

        


        The
          Office of DBAG for this Transaction is New York

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        7. Please
          confirm that the foregoing correctly sets forth the terms of our agreement
          by
          having an authorized officer sign this Confirmation and return it via facsimile
          to:

        


        
          	 	
                  Attention:
                    Derivative Documentation

                	 
	 	
                  Telephone:
                    44 20 7547 4755

                	 
	 	
                  Facsimile:
                    44 20 7545 9761

                	 
	 	
                  E-mail:
                    derivative.documentation@db.com

                	 


        

        


        This
          message will be the only form of Confirmation dispatched by us. If you
          wish to
          exchange hard copy forms of this Confirmation, please contact us.

        


        Yours
          sincerely,

        


        DEUTSCHE
          BANK AG - New York Branch

        


        By: ____________________________________

        Name: __________________________________

        Title: Authorized
          Signatory

        


        By: ____________________________________

        Name: __________________________________

        Title: Authorized
          Signatory

        


        


        Confirmed
          as of the date first written above:

        


        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          trustee
          for the Supplemental Interest Trust

        


        By: ____________________________________

        Name: __________________________________

        Title: ___________________________________

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          I

        


        


        
          	
                  From
                    and including:

                	
                  To
                    but excluding:

                	
                  NotionalAmount
                    (USD):

                
	
                  1/27/2006

                	
                  2/25/2006

                	
                  362,883,345.00
                    

                
	
                  2/25/2006

                	
                  3/25/2006

                	
                  340,885,478.00
                    

                
	
                  3/25/2006

                	
                  4/25/2006

                	
                  320,219,657.00
                    

                
	
                  4/25/2006

                	
                  5/25/2006

                	
                  300,805,297.00
                    

                
	
                  5/25/2006

                	
                  6/25/2006

                	
                  282,566,684.00
                    

                
	
                  6/25/2006

                	
                  7/25/2006

                	
                  265,432,682.00
                    

                
	
                  7/25/2006

                	
                  8/25/2006

                	
                  249,336,456.00
                    

                
	
                  8/25/2006

                	
                  9/25/2006

                	
                  234,215,209.00
                    

                
	
                  9/25/2006

                	
                  10/25/2006

                	
                  220,009,944.00
                    

                
	
                  10/25/2006

                	
                  11/25/2006

                	
                  206,665,228.00
                    

                
	
                  11/25/2006

                	
                  12/25/2006

                	
                  194,128,983.00
                    

                
	
                  12/25/2006

                	
                  1/25/2007

                	
                  182,352,276.00
                    

                
	
                  1/25/2007

                	
                  2/25/2007

                	
                  171,289,137.00
                    

                
	
                  2/25/2007

                	
                  3/25/2007

                	
                  160,896,373.00
                    

                
	
                  3/25/2007

                	
                  4/25/2007

                	
                  151,133,405.00
                    

                
	
                  4/25/2007

                	
                  5/25/2007

                	
                  141,962,107.00
                    

                
	
                  5/25/2007

                	
                  6/25/2007

                	
                  133,346,661.00
                    

                
	
                  6/25/2007

                	
                  7/25/2007

                	
                  125,253,412.00
                    

                
	
                  7/25/2007

                	
                  8/25/2007

                	
                  117,650,744.00
                    

                
	
                  8/25/2007

                	
                  9/25/2007

                	
                  110,508,952.00
                    

                
	
                  9/25/2007

                	
                  10/25/2007

                	
                  103,800,128.00
                    

                
	
                  10/25/2007

                	
                  11/25/2007

                	
                  97,498,052.00
                    

                
	
                  11/25/2007

                	
                  12/25/2007

                	
                  91,578,091.00
                    

                
	
                  12/25/2007

                	
                  1/25/2008

                	
                  86,017,103.00
                    

                
	
                  1/25/2008

                	
                  2/25/2008

                	
                  80,793,345.00
                    

                
	
                  2/25/2008

                	
                  3/25/2008

                	
                  75,886,390.00
                    

                
	
                  3/25/2008

                	
                  4/25/2008

                	
                  71,277,047.00
                    

                
	
                  4/25/2008

                	
                  5/25/2008

                	
                  66,947,288.00
                    

                
	
                  5/25/2008

                	
                  6/25/2008

                	
                  62,880,172.00
                    

                
	
                  6/25/2008

                	
                  7/25/2008

                	
                  59,059,789.00
                    

                
	
                  7/25/2008

                	
                  8/25/2008

                	
                  55,471,187.00
                    

                
	
                  8/25/2008

                	
                  9/25/2008

                	
                  52,100,322.00
                    

                
	
                  9/25/2008

                	
                  10/25/2008

                	
                  48,933,998.00
                    

                
	
                  10/25/2008

                	
                  11/25/2008

                	
                  45,959,820.00
                    

                
	
                  11/25/2008

                	
                  12/25/2008

                	
                  43,166,142.00
                    

                
	
                  12/25/2008

                	
                  1/25/2009

                	
                  40,542,024.00
                    

                
	
                  1/25/2009

                	
                  2/25/2009

                	
                  38,077,186.00
                    

                
	
                  2/25/2009

                	
                  3/25/2009

                	
                  35,761,975.00
                    

                
	
                  3/25/2009

                	
                  4/25/2009

                	
                  33,587,318.00
                    

                
	
                  4/25/2009

                	
                  5/25/2009

                	
                  31,544,694.00
                    

                
	
                  5/25/2009

                	
                  6/25/2009

                	
                  29,626,097.00
                    

                
	
                  6/25/2009

                	
                  7/25/2009

                	
                  27,824,006.00
                    

                
	
                  7/25/2009

                	
                  8/25/2009

                	
                  26,131,356.00
                    

                
	
                  8/25/2009

                	
                  9/25/2009

                	
                  24,541,510.00
                    

                
	
                  9/25/2009

                	
                  10/25/2009

                	
                  23,048,233.00
                    

                
	
                  10/25/2009

                	
                  11/25/2009

                	
                  21,645,666.00
                    

                
	
                  11/25/2009

                	
                  12/25/2009

                	
                  20,328,308.00
                    

                
	
                  12/25/2009

                	
                  1/25/2010

                	
                  19,090,989.00
                    

                
	
                  1/25/2010

                	
                  2/25/2010

                	
                  17,928,854.00
                    

                
	
                  2/25/2010

                	
                  3/25/2010

                	
                  16,837,340.00
                    

                
	
                  3/25/2010

                	
                  4/25/2010

                	
                  15,812,162.00
                    

                
	
                  4/25/2010

                	
                  5/25/2010

                	
                  14,849,309.00
                    

                
	
                  5/25/2010

                	
                  6/25/2010

                	
                  13,944,983.00
                    

                
	
                  6/25/2010

                	
                  7/25/2010

                	
                  13,095,632.00
                    

                
	
                  7/25/2010

                	
                  8/25/2010

                	
                  12,297,920.00
                    

                
	
                  8/25/2010

                	
                  9/25/2010

                	
                  11,548,711.00
                    

                
	
                  9/25/2010

                	
                  10/25/2010

                	
                  10,845,060.00
                    

                
	
                  10/25/2010

                	
                  11/25/2010

                	
                  10,184,203.00
                    

                
	
                  11/25/2010

                	
                  12/25/2010

                	
                  9,563,540.00
                    

                
	
                  12/25/2010

                	
                  1/25/2011

                	
                  8,980,631.00
                    

                
	
                  1/25/2011

                	
                  2/25/2011

                	
                  8,433,182.00
                    

                
	
                  2/25/2011

                	
                  3/25/2011

                	
                  7,919,041.00
                    

                
	
                  3/25/2011

                	
                  4/25/2011

                	
                  7,436,183.00
                    

                
	
                  4/25/2011

                	
                  5/25/2011

                	
                  -
                    

                


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        1

       

      MORTGAGE
        LOAN SCHEDULE

       

      [PROVIDED
        UPON REQUEST]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        2

       

      PREPAYMENT
        CHARGE SCHEDULE

       

      [FILED
        BY
        PAPER]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      SCHEDULE
        3

       

      [RESERVED]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        4

      


      STANDARD
        FILE LAYOUT- DELINQUENCY REPORTING

       

      Exhibit
        : Standard
        File Layout - Delinquency Reporting

      


      
        	
                Column/Header
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer. This may be different
                  than the LOAN_NBR

              	 	
                 

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the originator.

              	 	
                 

              
	
                CLIENT_NBR

              	
                Servicer
                  Client Number

              	 	 
	
                SERV_INVESTOR_NBR

              	
                Contains
                  a unique number as assigned by an external servicer to identify
                  a group of
                  loans in their system.

              	 	
                 

              
	
                BORROWER_FIRST_NAME

              	
                First
                  Name of the Borrower.

              	 	 
	
                BORROWER_LAST_NAME

              	
                Last
                  name of the borrower.

              	 	 
	
                PROP_ADDRESS

              	
                Street
                  Name and Number of Property

              	 	
                 

              
	
                PROP_STATE

              	
                The
                  state where the property located.

              	 	
                 

              
	
                PROP_ZIP

              	
                Zip
                  code where the property is located.

              	 	
                 

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date that the borrower's next payment is due to the servicer at
                  the end of
                  processing cycle, as reported by Servicer.

              	 	
                MM/DD/YYYY

              
	
                LOAN_TYPE

              	
                Loan
                  Type (i.e. FHA, VA, Conv)

              	 	
                 

              
	
                BANKRUPTCY_FILED_DATE

              	
                The
                  date a particular bankruptcy claim was filed.

              	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_CHAPTER_CODE

              	
                The
                  chapter under which the bankruptcy was filed.

              	 	
                 

              
	
                BANKRUPTCY_CASE_NBR

              	
                The
                  case number assigned by the court to the bankruptcy
                  filing.

              	 	
                 

              
	
                POST_PETITION_DUE_DATE

              	
                The
                  payment due date once the bankruptcy has been approved by the
                  courts

              	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_DCHRG_DISM_DATE

              	
                The
                  Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                  Discharged
                  and/or a Motion For Relief Was Granted. 

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_APPR_DATE

              	
                The
                  Date The Loss Mitigation Was Approved By The Servicer

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_TYPE

              	
                The
                  Type Of Loss Mitigation Approved For A Loan Such As;

              	 	 
	
                LOSS_MIT_EST_COMP_DATE

              	
                The
                  Date The Loss Mitigation /Plan Is Scheduled To End/Close

              	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_ACT_COMP_DATE

              	
                The
                  Date The Loss Mitigation Is Actually Completed

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_APPROVED_DATE

              	
                The
                  date DA Admin sends a letter to the servicer with instructions
                  to begin
                  foreclosure proceedings.

              	 	
                MM/DD/YYYY

              
	
                ATTORNEY_REFERRAL_DATE

              	
                Date
                  File Was Referred To Attorney to Pursue Foreclosure

              	 	
                MM/DD/YYYY

              
	
                FIRST_LEGAL_DATE

              	
                Notice
                  of 1st legal filed by an Attorney in a Foreclosure Action

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_EXPECTED_DATE

              	
                The
                  date by which a foreclosure sale is expected to occur.

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_DATE

              	
                The
                  actual date of the foreclosure sale.

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_AMT

              	
                The
                  amount a property sold for at the foreclosure sale.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                EVICTION_START_DATE

              	
                The
                  date the servicer initiates eviction of the borrower.

              	 	
                MM/DD/YYYY

              
	
                EVICTION_COMPLETED_DATE

              	
                The
                  date the court revokes legal possession of the property from the
                  borrower.

              	 	
                MM/DD/YYYY

              
	
                LIST_PRICE

              	
                The
                  price at which an REO property is marketed.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                LIST_DATE

              	
                The
                  date an REO property is listed at a particular price.

              	 	
                MM/DD/YYYY

              
	
                OFFER_AMT

              	
                The
                  dollar value of an offer for an REO property.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                OFFER_DATE_TIME

              	
                The
                  date an offer is received by DA Admin or by the Servicer.

              	 	
                MM/DD/YYYY

              
	
                REO_CLOSING_DATE

              	
                The
                  date the REO sale of the property is scheduled to close.

              	 	
                MM/DD/YYYY

              
	
                REO_ACTUAL_CLOSING_DATE

              	
                Actual
                  Date Of REO Sale

              	 	
                MM/DD/YYYY

              
	
                OCCUPANT_CODE

              	
                Classification
                  of how the property is occupied.

              	 	
                 

              
	
                PROP_CONDITION_CODE

              	
                A
                  code that indicates the condition of the property.

              	 	
                 

              
	
                PROP_INSPECTION_DATE

              	
                The
                  date a property inspection is performed.

              	 	
                MM/DD/YYYY

              
	
                APPRAISAL_DATE

              	
                The
                  date the appraisal was done.

              	 	
                MM/DD/YYYY

              
	
                CURR_PROP_VAL

              	
                 The
                  current "as is" value of the property based on brokers price opinion
                  or
                  appraisal.

              	
                2

              	
                 

              
	
                REPAIRED_PROP_VAL

              	
                The
                  amount the property would be worth if repairs are completed pursuant
                  to a
                  broker's price opinion or appraisal.

              	
                2

              	
                 

              
	
                If
                  applicable:

              	
                 

              	 	
                 

              
	
                DELINQ_STATUS_CODE

              	
                FNMA
                  Code Describing Status of Loan

              	 	 
	
                DELINQ_REASON_CODE

              	
                The
                  circumstances which caused a borrower to stop paying on a loan.
                  Code
                  indicates the reason why the loan is in default for this
                  cycle.

              	 	 
	
                MI_CLAIM_FILED_DATE

              	
                Date
                  Mortgage Insurance Claim Was Filed With Mortgage Insurance
                  Company.

              	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT

              	
                Amount
                  of Mortgage Insurance Claim Filed

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                MI_CLAIM_PAID_DATE

              	
                Date
                  Mortgage Insurance Company Disbursed Claim Payment

              	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT_PAID

              	
                Amount
                  Mortgage Insurance Company Paid On Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_FILED_DATE

              	
                Date
                  Claim Was Filed With Pool Insurance Company

              	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT

              	
                Amount
                  of Claim Filed With Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_PAID_DATE

              	
                Date
                  Claim Was Settled and The Check Was Issued By The Pool
                  Insurer

              	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT_PAID

              	
                Amount
                  Paid On Claim By Pool Insurance Company

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_FILED_DATE

              	
                 Date
                  FHA Part A Claim Was Filed With HUD

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_AMT

              	
                 Amount
                  of FHA Part A Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_PAID_DATE

              	
                 Date
                  HUD Disbursed Part A Claim Payment

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part A Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_FILED_DATE

              	
                  Date
                  FHA Part B Claim Was Filed With HUD

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_AMT

              	
                  Amount
                  of FHA Part B Claim Filed

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_PAID_DATE

              	
                   Date
                  HUD Disbursed Part B Claim Payment

              	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_PAID_AMT

              	
                 Amount
                  HUD Paid on Part B Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              
	
                VA_CLAIM_FILED_DATE

              	
                 Date
                  VA Claim Was Filed With the Veterans Admin

              	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_DATE

              	
                 Date
                  Veterans Admin. Disbursed VA Claim Payment

              	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_AMT

              	
                 Amount
                  Veterans Admin. Paid on VA Claim

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              


      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting

       

      The
        Loss
        Mit Type
        field
        should show the approved Loss Mitigation Code as follows: 

       

      
        
          	
                  ·

                	
                  ASUM-

                	
                  Approved
                    Assumption

                
	
                  ·

                	
                  BAP-

                	
                  Borrower
                    Assistance Program

                
	
                  ·

                	
                  CO-

                	
                  Charge
                    Off

                
	
                  ·

                	
                  DIL-

                	
                  Deed-in-Lieu

                
	
                  ·

                	
                  FFA-

                	
                  Formal
                    Forbearance Agreement

                
	
                  ·

                	
                  MOD-

                	
                  Loan
                    Modification

                
	
                  ·

                	
                  PRE-

                	
                  Pre-Sale

                
	
                  ·

                	
                  SS-

                	
                  Short
                    Sale

                
	
                  ·

                	
                  MISC-

                	
                  Anything
                    else approved by the PMI or Pool
                    Insurer

                


        

      

      


       

      NOTE:
        Wells Fargo Bank will accept alternative Loss Mitigation Types to those above,
        provided that they are consistent with industry standards. If Loss Mitigation
        Types other than those above are used, the Servicer must supply Wells Fargo
        Bank
        with a description of each of the Loss Mitigation Types prior to sending
        the
        file.

       

      The
        Occupant
        Code
        field should show the current status of the property code as
        follows:

       

      
        	 	
                ·

              	
                Mortgagor

              


      

      
        	 	
                ·

              	
                Tenant

              


      

      
        	 	
                ·

              	
                Unknown
                  

              


      

      
        	 	
                ·

              	
                Vacant

              


      

       

      The
        Property
        Condition
        field should show the last reported condition of the property as follows:
        

       

      · Damaged

      · Excellent

      · Fair

      · Gone

      · Good

      · Poor

      · Special
        Hazard

      · Unknown

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting, Continued

       

      The
        FNMA
        Delinquent Reason Code
        field should show the Reason for Delinquency as follows: 

       

      


      
        	
                Delinquency
                  Code

              	
                Delinquency
                  Description

              
	
                001

              	
                FNMA-Death
                  of principal mortgagor

              
	
                002

              	
                FNMA-Illness
                  of principal mortgagor

              
	
                003

              	
                FNMA-Illness
                  of mortgagor’s family member

              
	
                004

              	
                FNMA-Death
                  of mortgagor’s family member

              
	
                005

              	
                FNMA-Marital
                  difficulties

              
	
                006

              	
                FNMA-Curtailment
                  of income

              
	
                007

              	
                FNMA-Excessive
                  Obligation

              
	
                008

              	
                FNMA-Abandonment
                  of property

              
	
                009

              	
                FNMA-Distant
                  employee transfer

              
	
                011

              	
                FNMA-Property
                  problem

              
	
                012

              	
                FNMA-Inability
                  to sell property

              
	
                013

              	
                FNMA-Inability
                  to rent property

              
	
                014

              	
                FNMA-Military
                  Service

              
	
                015

              	
                FNMA-Other

              
	
                016

              	
                FNMA-Unemployment

              
	
                017

              	
                FNMA-Business
                  failure

              
	
                019

              	
                FNMA-Casualty
                  loss

              
	
                022

              	
                FNMA-Energy
                  environment costs

              
	
                023

              	
                FNMA-Servicing
                  problems

              
	
                026

              	
                FNMA-Payment
                  adjustment

              
	
                027

              	
                FNMA-Payment
                  dispute

              
	
                029

              	
                FNMA-Transfer
                  of ownership pending

              
	
                030

              	
                FNMA-Fraud

              
	
                031

              	
                FNMA-Unable
                  to contact borrower

              
	
                INC

              	
                FNMA-Incarceration

              


      

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting, Continued

      


       

      The
        FNMA
        Delinquent Status Code
        field should show the Status of Default as follows: 

       

      


      
        	
                Status
                  Code

              	
                Status
                  Description

              
	
                09

              	
                Forbearance

              
	
                17

              	
                Pre-foreclosure
                  Sale Closing Plan Accepted

              
	
                24

              	
                Government
                  Seizure

              
	
                26

              	
                Refinance

              
	
                27

              	
                Assumption

              
	
                28

              	
                Modification

              
	
                29

              	
                Charge-Off

              
	
                30

              	
                Third
                  Party Sale

              
	
                31

              	
                Probate

              
	
                32

              	
                Military
                  Indulgence

              
	
                43

              	
                Foreclosure
                  Started

              
	
                44

              	
                Deed-in-Lieu
                  Started

              
	
                49

              	
                Assignment
                  Completed

              
	
                61

              	
                Second
                  Lien Considerations

              
	
                62

              	
                Veteran’s
                  Affairs-No Bid

              
	
                63

              	
                Veteran’s
                  Affairs-Refund

              
	
                64

              	
                Veteran’s
                  Affairs-Buydown

              
	
                65

              	
                Chapter
                  7 Bankruptcy

              
	
                66

              	
                Chapter
                  11 Bankruptcy

              
	
                67

              	
                Chapter
                  13 Bankruptcy

              


      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Exhibit
        : Calculation
        of Realized Loss/Gain Form 332- Instruction Sheet

      NOTE:
        Do not net or combine items. Show all expenses individually and all credits
        as
        separate line items. Claim packages are due on the remittance report date.
        Late
        submissions may result in claims not being passed until the following month.
        The
        Servicer is responsible to remit all funds pending loss approval and /or
        resolution of any disputed items. 

       

      The
        numbers on the 332 form correspond with the numbers listed below.

       

      Liquidation
        and Acquisition Expenses:

       

      
        	
              	1.	
                The
                  Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
                  an Amortization Schedule from date of default through liquidation
                  breaking
                  out the net interest and servicing fees advanced is
                  required.

              


        	 	 	 


        	 	2. 	
                The
                  Total Interest Due less the aggregate amount of servicing fee that
                  would
                  have been earned if all delinquent payments had been made as agreed.
                  For
                  documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced
                  is
                  required.

              


        	 	 	 


        	 	3. 	
                Accrued
                  Servicing Fees based upon the Scheduled Principal Balance of the
                  Mortgage
                  Loan as calculated on a monthly basis. For documentation, an Amortization
                  Schedule from date of default through liquidation breaking out
                  the net
                  interest and servicing fees advanced is
                  required.

              


        	 	 	 


        	 	4-12. 	
                Complete
                  as applicable. Required
                  documentation:

              


      

       

      *
        For
        taxes and insurance advances - see page 2 of 332 form - breakdown required
        showing period

       

      of
        coverage, base tax, interest, penalty. Advances prior to default require
        evidence of servicer efforts to recover advances.

       

      *
        For
        escrow advances - complete payment history 

       

      (to
        calculate advances from last positive escrow balance forward)

       

      *
        Other
        expenses -  copies of corporate advance history showing all payments


       

      *
        REO
        repairs > $1500 require explanation

       

      *
        REO
        repairs >$3000 require evidence of at least 2 bids.

       

      *
        Short
        Sale or Charge Off require P&L supporting the decision and
        WFB’s approved Officer Certificate 

       

      *
        Unusual
        or extraordinary items may require further documentation. 

       

      13.  The
        total
        of lines 1 through 12.

       

      Credits:
        

       

      14-21. Complete
        as applicable. Required documentation:

       

      *
        Copy of
        the HUD 1 from the REO sale. If a 3rd
        Party
        Sale, bid instructions and Escrow
        Agent / Attorney

       

      Letter
        of
        Proceeds
        Breakdown.

       

      *
        Copy of
        EOB for any MI or gov't guarantee 

       

      *
        All
        other credits need to be clearly defined on the 332
        form      
     

       

       

      
        	 	
                22.

              	
                The
                  total of lines 14 through 21.

              


      

       

      Please
        Note: For
        HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
        Part
        B/Supplemental proceeds.

       

      Total
        Realized Loss (or Amount of Any Gain)

       

      23. The
        total
        derived from subtracting line 22 from 13. If the amount represents a realized
        gain, show
        the
        amount in parenthesis ( ). 

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Exhibit
        3A: Calculation
        of Realized Loss/Gain Form 332

       

      Prepared
        by: __________________   Date:
        _______________

       

      Phone:
        ______________________                             Email
        Address:_____________________


       

      
        	
                Servicer
                  Loan No.

              	 	
                Servicer
                  Name

              	 	
                Servicer
                  Address 

                 

              


      

       

       

      WELLS
        FARGO BANK, N.A. Loan No._____________________________

       

      Borrower's
        Name: _________________________________________________________

      Property
        Address: _________________________________________________________

       

      Liquidation
        Type: REO Sale  
        3rd
        Party Sale  Short
        Sale 
Charge
        Off 

       

      Was
        this loan granted a Bankruptcy deficiency or cramdown  Yes                
        No

      If
“Yes”,
        provide deficiency or cramdown amount
        _______________________________

       

      Liquidation
        and Acquisition Expenses:


      
        
          	
                   

                	
                  (1)

                	
                  Actual
                    Unpaid Principal Balance of Mortgage Loan

                	
                  $
                    ______________

                	
                  (1)

                
	
                   

                	
                  (2)

                	
                  Interest
                    accrued at Net Rate

                	
                  ________________

                	
                  (2)

                
	
                   

                	
                  (3)

                	
                  Accrued
                    Servicing Fees

                	
                  ________________

                	
                  (3)

                
	
                   

                	
                  (4)

                	
                  Attorney's
                    Fees

                	
                  ________________

                	
                  (4)

                
	
                   

                	
                  (5)

                	
                  Taxes

                	
                  ________________

                	
                  (5)

                
	
                   

                	
                  (6)

                	
                  Property
                    Maintenance

                	
                  ________________

                	
                  (6)

                
	
                   

                	
                  (7)

                	
                  MI/Hazard
                    Insurance Premiums

                	
                  ________________

                	
                  (7)

                
	
                   

                	
                  (8)

                	
                  Utility
                    Expenses

                	
                  ________________

                	
                  (8)

                
	
                   

                	
                  (9)

                	
                  Appraisal/BPO

                	
                  ________________

                	
                  (9)

                
	
                   

                	
                  (10)

                	
                  Property
                    Inspections

                	
                  ________________

                	
                  (10)

                
	
                   

                	
                  (11)

                	
                  FC
                    Costs/Other Legal Expenses

                	
                  ________________

                	
                  (11)

                
	
                   

                	
                  (12)

                	
                  Other
                    (itemize)

                	
                  $________________

                	
                  (12)

                
	
                   

                	
                  Cash
                    for Keys__________________________

                	
                   

                	
                  ________________

                	
                   

                
	
                   

                	
                  HOA/Condo
                    Fees_______________________

                	
                   

                	
                  ________________

                	
                   

                
	
                   

                	
                  ______________________________________

                	
                   

                	
                  ________________

                	
                   

                
	
                   

                	
                  ______________________________________

                	
                   

                	
                  ________________

                	
                   

                
	
                   

                	
                  Total
                    Expenses

                	
                   

                	
                  $
                    _______________

                	
                  (13)

                
	
                   

                	
                  Credits:

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                  (14)

                	
                  Escrow
                    Balance

                	
                  $
                    _______________

                	
                  (14)

                
	
                   

                	
                  (15)

                	
                  HIP
                    Refund

                	
                  ________________

                	
                  (15)

                
	
                   

                	
                  (16)

                	
                  Rental
                    Receipts

                	
                  ________________

                	
                  (16)

                
	
                   

                	
                  (17)

                	
                  Hazard
                    Loss Proceeds

                	
                  ________________

                	
                  (17)

                
	
                   

                	
                  (18)

                	
                  Primary
                    Mortgage Insurance Proceeds

                	
                  ________________

                	
                  (18)

                
	
                   

                	
                   

                	
                   HUD
                    Part A

                	
                   ________________

                	
                   (18a)

                
	
                   

                	
                   

                	
                   HUD
                    Part B

                	
                   ________________

                	
                   (18b)

                
	
                   

                	
                  (19)

                	
                  Pool
                    Insurance Proceeds

                	
                  ________________

                	
                  (19)

                
	
                   

                	
                  (20)

                	
                  Proceeds
                    from Sale of Acquired Property

                	
                  ________________

                	
                  (20)

                
	
                   

                	
                  (21)

                	
                  Other
                    (itemize)

                	
                  ________________

                	
                  (21)

                
	
                   

                	
                  _________________________________________

                	
                   

                	
                  _________________

                	
                   

                
	
                   

                	
                  _________________________________________

                	
                   

                	
                  _________________

                	
                   

                
	
                   

                	
                  Total
                    Credits

                	
                  $________________

                	
                  (22)

                
	
                  Total
                    Realized Loss (or Amount of Gain)

                	
                  $________________

                	
                  (23)

                
	 	 	 	 	 	 	 	 	 	 


        



      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Escrow
        Disbursement Detail

      


      


      
        	
                Type

                (Tax
                  /Ins.)

              	
                Date
                  Paid

              	
                Period
                  of Coverage

              	
                Total
                  Paid

              	
                Base
                  Amount

              	
                Penalties

              	
                Interest

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      SCHEDULE
        5

      


      STANDARD
        FILE LAYOUT- MASTER SERVICING

      


      
        	
                Standard
                  File Layout - Master Servicing 

              	 	 	 
	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                SER_INVESTOR_NBR

              	
                A
                  value assigned by the Servicer to define a group of loans.

              	
                 

              	
                Text
                  up to 10 digits

              	
                20

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer. This may be different
                  than the LOAN_NBR.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                BORROWER_NAME

              	
                The
                  borrower name as received in the file. It is not separated by first
                  and
                  last name.

              	
                 

              	
                Maximum
                  length of 30 (Last, First)

              	
                30

              
	
                SCHED_PAY_AMT

              	
                Scheduled
                  monthly principal and scheduled interest payment that a borrower
                  is
                  expected to pay, P&I constant.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                NET_INT_RATE

              	
                The
                  loan gross interest rate less the service fee rate as reported
                  by the
                  Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_RATE

              	
                The
                  servicer's fee rate for a loan as reported by the Servicer.
                  

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_AMT

              	
                The
                  servicer's fee amount for a loan as reported by the Servicer.
                  

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer. 

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ARM_INDEX_RATE

              	
                The
                  index the Servicer is using to calculate a forecasted
                  rate.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ACTL_BEG_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the beginning of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_END_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the end of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date at the end of processing cycle that the borrower's next payment
                  is
                  due to the Servicer, as reported by Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment amount.
                  

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_1

              	
                The
                  curtailment interest on the first curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_2

              	
                The
                  curtailment interest on the second curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_AMT_3

              	
                The
                  curtailment interest on the third curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_AMT

              	
                The
                  loan "paid in full" amount as reported by the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                ACTION_CODE

              	
                The
                  standard FNMA numeric code used to indicate the default/delinquent
                  status
                  of a particular loan.

              	 	
                Action
                  Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                  65=Repurchase,70=REO 

              	
                2
 
	
                INT_ADJ_AMT

              	
                The
                  amount of the interest adjustment as reported by the
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SOLDIER_SAILOR_ADJ_AMT

              	
                The
                  Soldier and Sailor Adjustment amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NON_ADV_LOAN_AMT

              	
                The
                  Non Recoverable Loan Amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                LOAN_LOSS_AMT

              	
                The
                  amount the Servicer is passing as a loss, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_BEG_PRIN_BAL

              	
                The
                  scheduled outstanding principal amount due at the beginning of
                  the cycle
                  date to be passed through to investors.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_END_PRIN_BAL

              	
                The
                  scheduled principal balance due to investors at the end of a processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_PRIN_AMT

              	
                The
                  scheduled principal amount as reported by the Servicer for the
                  current
                  cycle -- only applicable for Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_NET_INT

              	
                The
                  scheduled gross interest amount less the service fee amount for
                  the
                  current cycle as reported by the Servicer -- only applicable for
                  Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_PRIN_AMT

              	
                The
                  actual principal amount collected by the Servicer for the current
                  reporting cycle -- only applicable for Actual/Actual
                  Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_NET_INT

              	
                The
                  actual gross interest amount less the service fee amount for the
                  current
                  reporting cycle as reported by the Servicer -- only applicable
                  for
                  Actual/Actual Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  AMT

              	
                The
                  penalty amount received when a borrower prepays on his loan as
                  reported by
                  the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  WAIVED

              	
                The
                  prepayment penalty amount for the loan waived by the
                  servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                MOD_DATE

              	
                The
                  Effective Payment Date of the Modification for the loan.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                MOD_TYPE

              	
                The
                  Modification Type.

              	
                 

              	
                Varchar
                  - value can be alpha or numeric

              	
                30

              
	
                DELINQ_P&I_ADVANCE_AMT

              	
                The
                  current outstanding principal and interest advances made by
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	 	 	 	 	 


      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      



      SCHEDULE
        6

      


      DATA
        REQUIREMENTS OF SERVICING ADVANCES INCURRED PRIOR TO CUT-OFF DATE

       

      
        	
                [LOAN
                  NUMBER]

              	
                [PRE-CUT-OFF
                  DATE ADVANCE AMOUNT]

              


      

      


      


      [PROVIDED
        UPON REQUEST]