POOLING AND SERVICING AGREEMENT

Exhibit 4


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SECURITIZED ASSET BACKED RECEIVABLES LLC,
Depositor,

HOMEQ SERVICING,
Servicer,

WMC MORTGAGE CORP.,
Responsible Party,

DEUTSCHE BANK NATIONAL TRUST COMPANY
Trustee

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
Custodian

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POOLING AND SERVICING AGREEMENT

Dated as of November 1, 2006
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SECURITIZED ASSET BACKED RECEIVABLES LLC TRUST 2006-WM3

MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-WM3

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<PAGE>

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

Section 2.01 Conveyance of Mortgage Loans...................................
Section 2.02 Acceptance by the Trustee of the Mortgage Loans................
Section 2.03 Representations, Warranties and Covenants of the Responsible
Party and the Servicer; Remedies for Breaches of
Representations and Warranties with Respect to the Mortgage
Loans.........................................................
Section 2.04 [Reserved].....................................................
Section 2.05 Execution and Delivery of Certificates.........................
Section 2.06 REMIC Matters..................................................
Section 2.07 Representations and Warranties of the Depositor................

ARTICLE III

ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS

Section 3.01 Servicer to Service Mortgage Loans.............................
Section 3.02 Subservicing Agreements between the Servicer and Subservicers..
Section 3.03 Successor Subservicers.........................................
Section 3.04 Liability of the Servicer......................................
Section 3.05 No Contractual Relationship between Subservicers and the
Trustee.......................................................
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee
Section 3.07 Collection of Certain Mortgage Loan Payments...................
Section 3.08 Subservicing Accounts..........................................
Section 3.09 Collection of Taxes, Assessments and Similar Items; Escrow
Accounts......................................................
Section 3.10 Collection Account.............................................
Section 3.11 Withdrawals from the Collection Account........................
Section 3.12 Investment of Funds in the Collection Account, Escrow Accounts
and the Distribution Account..................................
Section 3.13 Maintenance of Hazard Insurance and Errors and Omissions and
Fidelity Coverage.............................................
Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption Agreements......
Section 3.15 Realization upon Defaulted Mortgage Loans......................
Section 3.16 Release of Mortgage Files......................................
Section 3.17 Title, Conservation and Disposition of REO Property............
Section 3.18 Notification of Adjustments....................................
Section 3.19 Access to Certain Documentation and Information Regarding the
Mortgage Loans................................................
Section 3.20 Documents, Records and Funds in Possession of the Servicer to
Be Held for the Trustee.......................................
Section 3.21 Servicing Compensation.........................................
Section 3.22 Annual Statement as to Compliance..............................
Section 3.23 Annual Reports on Assessment of Compliance with Servicing
Criteria; Annual Independent Public Accountants' Attestation
Report........................................................
Section 3.24 Trustee to Act as Servicer.....................................
Section 3.25 Compensating Interest..........................................
Section 3.26 Credit Reporting; Gramm-Leach-Bliley Act.......................

ARTICLE IV

DISTRIBUTIONS AND
ADVANCES BY THE SERVICER

Section 4.01 Advances.......................................................
Section 4.02 Priorities of Distribution.....................................
Section 4.03 Monthly Statements to Certificateholders.......................
Section 4.04 Certain Matters Relating to the Determination of LIBOR.........
Section 4.05 Allocation of Applied Realized Loss Amounts....................
Section 4.06 Supplemental Interest Account..................................
Section 4.07 Supplemental Float Account.....................................

ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates...............................................
Section 5.02 Certificate Register; Registration of Transfer and Exchange of
Certificates..................................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..............
Section 5.04 Persons Deemed Owners..........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses......
Section 5.06 Maintenance of Office or Agency................................

ARTICLE VI

THE DEPOSITOR AND THE SERVICER

Section 6.01 Respective Liabilities of the Depositor and the Servicer.......
Section 6.02 Merger or Consolidation of the Depositor or the Servicer.......
Section 6.03 Limitation on Liability of the Depositor, the Servicer and
Others........................................................
Section 6.04 Limitation on Resignation of the Servicer......................
Section 6.05 Additional Indemnification by the Servicer; Third Party Claims.

ARTICLE VII

DEFAULT

Section 7.01 Events of Default..............................................
Section 7.02 Trustee to Act; Appointment of Successor.......................
Section 7.03 Notification to Certificateholders.............................

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01 Duties of the Trustee..........................................
Section 8.02 Certain Matters Affecting the Custodian and the Trustee........
Section 8.03 Trustee and Custodian Not Liable for Certificates or Mortgage
Loans.........................................................
Section 8.04 Trustee May Own Certificates...................................
Section 8.05 Trustee's and Custodian's Fees and Expenses....................
Section 8.06 Eligibility Requirements for the Trustee.......................
Section 8.07 Resignation and Removal of the Trustee.........................
Section 8.08 Successor Trustee..............................................
Section 8.09 Merger or Consolidation of the Trustee.........................
Section 8.10 Appointment of Co-Trustee or Separate Trustee..................
Section 8.11 Tax Matters....................................................
Section 8.12 Periodic Filings...............................................
Section 8.13 Tax Classification of the Excess Reserve Fund Account, the
Supplemental Interest Account, the Interest Rate Swap
Agreement and the Cap Agreement...............................
Section 8.14 Custodial Responsibilities.....................................
Section 8.15 Limitations on Custodial Responsibilities......................

ARTICLE IX

TERMINATION

Section 9.01 Termination upon Liquidation or Purchase of the Mortgage Loans.
Section 9.02 Final Distribution on the Certificates.........................
Section 9.03 Additional Termination Requirements............................

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01 Amendment......................................................
Section 10.02 Recordation of Agreement; Counterparts.........................
Section 10.03 Governing Law..................................................
Section 10.04 Intention of Parties...........................................
Section 10.05 Notices........................................................
Section 10.06 Severability of Provisions.....................................
Section 10.07 Limitation on Rights of Certificateholders.....................
Section 10.08 Inspection and Audit Rights....................................
Section 10.09 Certificates Nonassessable and Fully Paid......................
Section 10.10 Assignment; Sales; Advance Facilities..........................
Section 10.11 Rule of Construction...........................................
Section 10.12 Waiver of Jury Trial...........................................
Section 10.13 Third Party Rights.............................................
Section 10.14 Regulation AB Compliance; Intent of the Parties;
Reasonableness................................................

<PAGE>

SCHEDULES

Schedule I Mortgage Loan Schedule
Schedule II Representations and Warranties of the Servicer
Schedule III Representations and Warranties of the Responsible Party as to
the Mortgage Loans
Schedule IV Representations and Warranties as to the Responsible Party
Schedule V Representations and Warranties of the Depositor as to the
Mortgage Loans
Schedule VI Representations and Warranties of the Custodian

EXHIBITS

Exhibit A Form of Class A, Class M and Class B Certificates
Exhibit B Form of Class P Certificate
Exhibit C-1 Form of Class R-I Certificate
Exhibit C-2 Form of Class R-II Certificate
Exhibit D Form of Class X Certificate
Exhibit E Form of Initial Certification of Custodian
Exhibit F Form of Document Certification and Exception Report of
Custodian
Exhibit G Form of Residual Transfer Affidavit
Exhibit H Form of Transferor Certificate
Exhibit I Form of Rule 144A Letter
Exhibit J Form of Request for Release
Exhibit K Form of Contents for Each Mortgage File
Exhibit L Form of Certification to be provided with Form 10-K
Exhibit M Form of Trustee's Certification to be provided to Depositor
Exhibit N Form of Servicer's Certification to be provided to Depositor
Exhibit O Sponsor Representation Letter
Exhibit P Servicing Criteria
Exhibit Q Additional Form 10-D Disclosure
Exhibit R Additional Form 10-K Disclosure
Exhibit S Form 8-K Disclosure Information
Exhibit T Interest Rate Swap Agreement
Exhibit U Cap Agreement
Exhibit V Additional Disclosure Notification
Exhibit W Form of Trustee's Limited Power of Attorney

<PAGE>

THIS POOLING AND SERVICING AGREEMENT, dated as of November 1, 2006,
among SECURITIZED ASSET BACKED RECEIVABLES LLC, a Delaware limited liability
company, as depositor (the "Depositor"), BARCLAYS CAPITAL REAL ESTATE INC.,
D/B/A HOMEQ SERVICING, a Delaware corporation, as servicer (the "Servicer"), WMC
MORTGAGE CORP., a California corporation, as responsible party (the "Responsible
Party"), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association,
as trustee (the "Trustee") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, as trustee (the "Custodian").

W I T N E S S E T H:

In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

PRELIMINARY STATEMENT

The Trustee shall elect that four segregated asset pools within the
Trust Fund (exclusive of (i) the Prepayment Charges, (ii) the Interest Rate Swap
Agreement and the Cap Agreement, (iii) the Supplemental Interest Account, (iv)
the Excess Reserve Fund Account, and (v) the right of the LIBOR Certificates to
receive Basis Risk Carry Forward Amounts and, without duplication, Upper Tier
Carry Forward Amounts, subject to the obligation to pay Class IO Shortfalls) be
treated for federal income tax purposes as comprising four REMICs (each, a
"Trust REMIC" or, in the alternative, Pooling Tier REMIC-1, Pooling Tier
REMIC-2, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each
Class of Certificates (other than the Class P Certificates and the Residual
Certificates), other than the right of each Class of LIBOR Certificates to
receive Basis Risk Carry Forward Amounts and, without duplication, Upper Tier
Carry Forward Amounts and the obligation to pay Class IO Shortfalls and the
right of the Class X Certificates to receive payments from the Interest Rate
Swap Agreement, the Cap Agreement and the right to receive Class IO Shortfalls,
represents ownership of a regular interest in the Upper Tier REMIC for purposes
of the REMIC Provisions. The Class R-I Certificates represent ownership of the
sole class of residual interest in Pooling Tier REMIC-1 for purposes of the
REMIC Provisions. The Class R-II Certificates represent ownership of the sole
class of residual interest in each of Pooling Tier REMIC-2, the Lower Tier REMIC
and the Upper Tier REMIC for purposes of the REMIC Provisions. The Startup Day
for each Trust REMIC is the Closing Date. The latest possible maturity date for
each regular interest is the latest date referenced in Section 2.06.

The Upper Tier REMIC shall hold as assets the several classes of
uncertificated Lower Tier REMIC Regular Interests, set out below. The Lower Tier
REMIC shall hold as assets the several classes of uncertificated Pooling Tier
REMIC-2 Regular Interests. Pooling Tier REMIC-2 shall hold as assets the several
classes of uncertificated Pooling Tier REMIC-1 Regular Interests. Pooling Tier
REMIC-1 shall hold as assets the assets of the Trust Fund (exclusive of (i) the
Prepayment Premiums, (ii) the Interest Rate Swap Agreement and the Cap
Agreement, (iii) the Supplemental Interest Account, (iv) the Excess Reserve Fund
Account, (v) the Cap Agreement and (vi) the right of the LIBOR Certificates to
receive Basis Risk Carry Forward Amounts and, without duplication, Upper Tier
Carry Forward Amounts, subject to the obligation to pay Class IO Shortfalls).

For federal income tax purposes, the Class P Certificates represent
beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates
represents beneficial ownership of a regular interest in the Upper Tier REMIC
and the right to receive Basis Risk Carry Forward Amounts and, without
duplication, Upper Tier Carry Forward Amounts, subject to the obligation to pay
Class IO Shortfalls, and the Class X Certificates represent beneficial ownership
of two regular interests in the Upper Tier REMIC, the Excess Reserve Fund
Account, the Supplemental Interest Account, the Interest Rate Swap Agreement,
the Cap Agreement and the right to receive Class IO Shortfalls, which portions
of the Trust Fund shall be treated as a grantor trust.

Pooling Tier REMIC-1

Pooling Tier REMIC-1 shall issue the following interests in Pooling
Tier REMIC-1, and each such interest, other than the Class PT1-R Interest, is
hereby designated as a regular interest in the Pooling Tier REMIC-1. Pooling
Tier REMIC-1 shall also issue the Class R-I Certificates. The Class PT1-R
Interest is hereby designated as the sole class of residual interest in Pooling
Tier REMIC-1.

Initial Pooling Tier
Pooling Tier REMIC-1 Pooling Tier REMIC-1 REMIC-1
Interest Interest Rate Principal Amount
------------------------ ----------------------- --------------------------
Class PT1-1 (1) $ 25,974,119.00
Class PT1-2A (2) $ 9,443,062.35
Class PT1-2B (3) $ 9,443,062.35
Class PT1-3A (2) $ 14,134,164.38
Class PT1-3B (3) $ 14,134,164.38
Class PT1-4A (2) $ 14,526,827.78
Class PT1-4B (3) $ 14,526,827.78
Class PT1-5A (2) $ 14,872,854.49
Class PT1-5B (3) $ 14,872,854.49
Class PT1-6A (2) $ 15,170,889.43
Class PT1-6B (3) $ 15,170,889.43
Class PT1-7A (2) $ 15,419,838.05
Class PT1-7B (3) $ 15,419,838.05
Class PT1-8A (2) $ 15,782,413.26
Class PT1-8B (3) $ 15,782,413.26
Class PT1-9A (2) $ 15,924,370.91
Class PT1-9B (3) $ 15,924,370.91
Class PT1-10A (2) $ 16,015,236.66
Class PT1-10B (3) $ 16,015,236.66
Class PT1-11A (2) $ 16,055,150.24
Class PT1-11B (3) $ 16,055,150.24
Class PT1-12A (2) $ 16,044,497.87
Class PT1-12B (3) $ 16,044,497.87
Class PT1-13A (2) $ 15,973,685.56
Class PT1-13B (3) $ 15,973,685.56
Class PT1-14A (2) $ 15,171,630.77
Class PT1-14B (3) $ 15,171,630.77
Class PT1-15A (2) $ 14,410,870.66
Class PT1-15B (3) $ 14,410,870.66
Class PT1-16A (2) $ 13,689,259.34
Class PT1-16B (3) $ 13,689,259.34
Class PT1-17A (2) $ 13,004,685.96
Class PT1-17B (3) $ 13,004,685.96
Class PT1-18A (2) $ 12,356,469.87
Class PT1-18B (3) $ 12,356,469.87
Class PT1-19A (2) $ 11,740,038.08
Class PT1-19B (3) $ 11,740,038.08
Class PT1-20A (2) $ 11,384,054.82
Class PT1-20B (3) $ 11,384,054.82
Class PT1-21A (2) $ 11,026,580.68
Class PT1-21B (3) $ 11,026,580.68
Class PT1-22A (2) $ 21,990,977.36
Class PT1-22B (3) $ 21,990,977.36
Class PT1-23A (2) $ 19,280,640.01
Class PT1-23B (3) $ 19,280,640.01
Class PT1-24A (2) $ 16,942,718.44
Class PT1-24B (3) $ 16,942,718.44
Class PT1-25A (2) $ 14,907,993.51
Class PT1-25B (3) $ 14,907,993.51
Class PT1-26A (2) $ 13,125,056.91
Class PT1-26B (3) $ 13,125,056.91
Class PT1-27A (2) $ 10,961,631.65
Class PT1-27B (3) $ 10,961,631.65
Class PT1-28A (2) $ 9,299,645.35
Class PT1-28B (3) $ 9,299,645.35
Class PT1-29A (2) $ 7,995,140.77
Class PT1-29B (3) $ 7,995,140.77
Class PT1-30A (2) $ 6,953,227.73
Class PT1-30B (3) $ 6,953,227.73
Class PT1-31A (2) $ 6,107,502.22
Class PT1-31B (3) $ 6,107,502.22
Class PT1-32A (2) $ 5,411,390.80
Class PT1-32B (3) $ 5,411,390.80
Class PT1-33A (2) $ 4,831,275.69
Class PT1-33B (3) $ 4,831,275.69
Class PT1-34A (2) $ 4,342,453.55
Class PT1-34B (3) $ 4,342,453.55
Class PT1-35A (2) $ 3,933,149.29
Class PT1-35B (3) $ 3,933,149.29
Class PT1-36A (2) $ 3,581,826.39
Class PT1-36B (3) $ 3,581,826.39
Class PT1-37A (2) $ 3,277,443.19
Class PT1-37B (3) $ 3,277,443.19
Class PT1-38A (2) $ 3,012,995.20
Class PT1-38B (3) $ 3,012,995.20
Class PT1-39A (2) $ 2,854,956.42
Class PT1-39B (3) $ 2,854,956.42
Class PT1-40A (2) $ 2,705,380.49
Class PT1-40B (3) $ 2,705,380.49
Class PT1-41A (2) $ 2,563,818.64
Class PT1-41B (3) $ 2,563,818.64
Class PT1-42A (2) $ 2,429,806.00
Class PT1-42B (3) $ 2,429,806.00
Class PT1-43A (2) $ 2,302,945.26
Class PT1-43B (3) $ 2,302,945.26
Class PT1-44A (2) $ 2,052,022.83
Class PT1-44B (3) $ 2,052,022.83
Class PT1-45A (2) $ 1,945,534.71
Class PT1-45B (3) $ 1,945,534.71
Class PT1-46A (2) $ 1,844,688.31
Class PT1-46B (3) $ 1,844,688.31
Class PT1-47A (2) $ 1,749,127.86
Class PT1-47B (3) $ 1,749,127.86
Class PT1-48A (2) $ 1,658,676.67
Class PT1-48B (3) $ 1,658,676.67
Class PT1-49A (2) $ 1,573,001.50
Class PT1-49B (3) $ 1,573,001.50
Class PT1-50A (2) $ 1,491,844.88
Class PT1-50B (3) $ 1,491,844.88
Class PT1-51A (2) $ 1,414,963.50
Class PT1-51B (3) $ 1,414,963.50
Class PT1-52A (2) $ 1,342,127.56
Class PT1-52B (3) $ 1,342,127.56
Class PT1-53A (2) $ 1,273,127.94
Class PT1-53B (3) $ 1,273,127.94
Class PT1-54A (2) $ 1,207,740.91
Class PT1-54B (3) $ 1,207,740.91
Class PT1-55A (2) $ 1,145,782.30
Class PT1-55B (3) $ 1,145,782.30
Class PT1-56A (2) $ 988,953.53
Class PT1-56B (3) $ 988,953.53
Class PT1-57A (2) $ 938,725.57
Class PT1-57B (3) $ 938,725.57
Class PT1-58A (2) $ 891,107.88
Class PT1-58B (3) $ 891,107.88
Class PT1-59A (2) $ 14,011,518.20
Class PT1-59B (3) $ 14,011,518.20
Class PT1-R (4) (4)

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(1) For any Distribution Date (and the related Interest Accrual Period), this
Pooling Tier REMIC-1 Regular Interest shall bear interest at a per annum
rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the Pooling Tier
REMIC-1 Net WAC Rate.

(2) For any Distribution Date (and the related Interest Accrual Period), this
Pooling Tier REMIC-1 Regular Interest shall bear interest at a per annum
rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the product of
(i) 2 and (ii) the Pooling Tier REMIC-1 Net WAC Rate, subject to a maximum
rate of 10.55%.

(3) For any Distribution Date (and the related Interest Accrual Period), this
Pooling Tier REMIC-1 Regular Interest shall bear interest at a per annum
rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the excess, if
any, of (A) the product of (i) 2 and (ii) the Pooling Tier REMIC-1 Net WAC
Rate over (B) 10.55%.

(4) The Class PT1-R Interest shall not have a principal balance and shall not
bear interest.

On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of Pooling Tier REMIC-1 all expenses of the
Trust for such Distribution Date. Such expense, other than Servicing Fees and
Trustee Fees, shall be allocated in the same manner as Realized Losses.

On each Distribution Date, the interest distributable in respect of
the Mortgage Loans for such Distribution Date shall be deemed to be distributed
to the Pooling Tier REMIC-1 Regular Interests at the rates shown above.

On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Mortgage Loans (including, for the
first Distribution Date only, the Closing Date Deposit Amount) shall be
allocated to the outstanding Pooling Tier REMIC-1 Regular Interest with the
lowest numerical denomination until the Pooling Tier REMIC-1 Principal Amount of
such interest or interests, as the case may be, is reduced to zero, provided
that, with respect to Pooling Tier REMIC-1 Regular Interests with the same
numerical denomination, such Realized Losses and payments of principal shall be
allocated pro rata between such Pooling Tier REMIC-1 Regular Interests.

Pooling Tier REMIC-2

Pooling Tier REMIC-2 shall issue the following interests in Pooling
Tier REMIC-2, and each such interest, other than the Class PT2-R Interest, is
hereby designated as a regular interest in Pooling Tier REMIC-2. The Class PT2-R
Interest is hereby designated as the sole class of residual interest in Pooling
Tier REMIC-2 and shall be represented by the Class R-II Certificates.

<TABLE>
<CAPTION>
Pooling Corresponding Corresponding Corresponding
Tier REMIC-2 Pooling Tier Pooling Tier Pooling Tier Scheduled
Pooling Tier Interest REMIC-2 Initial REMIC-2 IO REMIC-1 Regular Crossover
REMIC-2 Interest Rate Principal Amount Interest Interest Distribution Date
---------------- ------------ ---------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
Class PT2-1 (1) $25,974,119.00 N/A N/A N/A
Class PT2-2 (2) $9,443,062.35 Class PT2-I-IO-2 N/A N/A
Class PT2-3 (3) $9,443,062.35 N/A N/A N/A
Class PT2-3A (2) $14,134,164.38 Class PT2-I-IO-3 N/A N/A
Class PT2-3B (3) $14,134,164.38 N/A N/A N/A
Class PT2-4A (2) $14,526,827.78 Class PT2-I-IO-4 N/A N/A
Class PT2-4B (3) $14,526,827.78 N/A N/A N/A
Class PT2-5A (2) $14,872,854.49 Class PT2-I-IO-5 N/A N/A
Class PT2-5B (3) $14,872,854.49 N/A N/A N/A
Class PT2-6A (2) $15,170,889.43 Class PT2-I-IO-6 N/A N/A
Class PT2-6B (3) $15,170,889.43 N/A N/A N/A
Class PT2-7A (2) $15,419,838.05 Class PT2-I-IO-7 N/A N/A
Class PT2-7B (3) $15,419,838.05 N/A N/A N/A
Class PT2-8A (2) $15,782,413.26 Class PT2-I-IO-8 N/A N/A
Class PT2-8B (3) $15,782,413.26 N/A N/A N/A
Class PT2-9A (2) $15,924,370.91 Class PT2-I-IO-9 N/A N/A
Class PT2-9B (3) $15,924,370.91 N/A N/A N/A
Class PT2-10A (2) $16,015,236.66 Class PT2-I-IO-10 N/A N/A
Class PT2-10B (3) $16,015,236.66 N/A N/A N/A
Class PT2-11A (2) $16,055,150.24 Class PT2-I-IO-11 N/A N/A
Class PT2-11B (3) $16,055,150.24 N/A N/A N/A
Class PT2-12A (2) $16,044,497.87 Class PT2-I-IO-12 N/A N/A
Class PT2-12B (3) $16,044,497.87 N/A N/A N/A
Class PT2-13A (2) $15,973,685.56 Class PT2-I-IO-13 N/A N/A
Class PT2-13B (3) $15,973,685.56 N/A N/A N/A
Class PT2-14A (2) $15,171,630.77 Class PT2-I-IO-14 N/A N/A
Class PT2-14B (3) $15,171,630.77 N/A N/A N/A
Class PT2-15A (2) $14,410,870.66 Class PT2-I-IO-15 N/A N/A
Class PT2-15B (3) $14,410,870.66 N/A N/A N/A
Class PT2-16A (2) $13,689,259.34 Class PT2-I-IO-16 N/A N/A
Class PT2-16B (3) $13,689,259.34 N/A N/A N/A
Class PT2-17A (2) $13,004,685.96 Class PT2-I-IO-17 N/A N/A
Class PT2-17B (3) $13,004,685.96 N/A N/A N/A
Class PT2-18A (2) $12,356,469.87 Class PT2-I-IO-18 N/A N/A
Class PT2-18B (3) $12,356,469.87 N/A N/A N/A
Class PT2-19A (2) $11,740,038.08 Class PT2-I-IO-19 N/A N/A
Class PT2-19B (3) $11,740,038.08 N/A N/A N/A
Class PT2-20A (2) $11,384,054.82 Class PT2-I-IO-20 N/A N/A
Class PT2-20B (3) $11,384,054.82 N/A N/A N/A
Class PT2-21A (2) $11,026,580.68 Class PT2-I-IO-21 N/A N/A
Class PT2-21B (3) $11,026,580.68 N/A N/A N/A
Class PT2-22A (2) $21,990,977.36 Class PT2-I-IO-22 N/A N/A
Class PT2-22B (3) $21,990,977.36 N/A N/A N/A
Class PT2-23A (2) $19,280,640.01 Class PT2-I-IO-23 N/A N/A
Class PT2-23B (3) $19,280,640.01 N/A N/A N/A
Class PT2-24A (2) $16,942,718.44 Class PT2-I-IO-24 N/A N/A
Class PT2-24B (3) $16,942,718.44 N/A N/A N/A
Class PT2-25A (2) $14,907,993.51 Class PT2-I-IO-25 N/A N/A
Class PT2-25B (3) $14,907,993.51 N/A N/A N/A
Class PT2-26A (2) $13,125,056.91 Class PT2-I-IO-26 N/A N/A
Class PT2-26B (3) $13,125,056.91 N/A N/A N/A
Class PT2-27A (2) $10,961,631.65 Class PT2-I-IO-27 N/A N/A
Class PT2-27B (3) $10,961,631.65 N/A N/A N/A
Class PT2-28A (2) $9,299,645.35 Class PT2-I-IO-28 N/A N/A
Class PT2-28B (3) $9,299,645.35 N/A N/A N/A
Class PT2-29A (2) $7,995,140.77 Class PT2-I-IO-29 N/A N/A
Class PT2-29B (3) $7,995,140.77 N/A N/A N/A
Class PT2-30A (2) $6,953,227.73 Class PT2-I-IO-30 N/A N/A
Class PT2-30B (3) $6,953,227.73 N/A N/A N/A
Class PT2-31A (2) $6,107,502.22 Class PT2-I-IO-31 N/A N/A
Class PT2-31B (3) $6,107,502.22 N/A N/A N/A
Class PT2-32A (2) $5,411,390.80 Class PT2-I-IO-32 N/A N/A
Class PT2-32B (3) $5,411,390.80 N/A N/A N/A
Class PT2-33A (2) $4,831,275.69 Class PT2-I-IO-33 N/A N/A
Class PT2-33B (3) $4,831,275.69 N/A N/A N/A
Class PT2-34A (2) $4,342,453.55 Class PT2-I-IO-34 N/A N/A
Class PT2-34B (3) $4,342,453.55 N/A N/A N/A
Class PT2-35A (2) $3,933,149.29 Class PT2-I-IO-35 N/A N/A
Class PT2-35B (3) $3,933,149.29 N/A N/A N/A
Class PT2-36A (2) $3,581,826.39 Class PT2-I-IO-36 N/A N/A
Class PT2-36B (3) $3,581,826.39 N/A N/A N/A
Class PT2-37A (2) $3,277,443.19 Class PT2-I-IO-37 N/A N/A
Class PT2-37B (3) $3,277,443.19 N/A N/A N/A
Class PT2-38A (2) $3,012,995.20 Class PT2-I-IO-38 N/A N/A
Class PT2-38B (3) $3,012,995.20 N/A N/A N/A
Class PT2-39A (2) $2,854,956.42 Class PT2-I-IO-39 N/A N/A
Class PT2-39B (3) $2,854,956.42 N/A N/A N/A
Class PT2-40A (2) $2,705,380.49 Class PT2-I-IO-40 N/A N/A
Class PT2-40B (3) $2,705,380.49 N/A N/A N/A
Class PT2-41A (2) $2,563,818.64 Class PT2-I-IO-41 N/A N/A
Class PT2-41B (3) $2,563,818.64 N/A N/A N/A
Class PT2-42A (2) $2,429,806.00 Class PT2-I-IO-42 N/A N/A
Class PT2-42B (3) $2,429,806.00 N/A N/A N/A
Class PT2-43A (2) $2,302,945.26 Class PT2-I-IO-43 N/A N/A
Class PT2-43B (3) $2,302,945.26 N/A N/A N/A
Class PT2-44A (2) $2,052,022.83 Class PT2-I-IO-44 N/A N/A
Class PT2-44B (3) $2,052,022.83 N/A N/A N/A
Class PT2-45A (2) $1,945,534.71 Class PT2-I-IO-45 N/A N/A
Class PT2-45B (3) $1,945,534.71 N/A N/A N/A
Class PT2-46A (2) $1,844,688.31 Class PT2-I-IO-46 N/A N/A
Class PT2-46B (3) $1,844,688.31 N/A N/A N/A
Class PT2-47A (2) $1,749,127.86 Class PT2-I-IO-47 N/A N/A
Class PT2-47B (3) $1,749,127.86 N/A N/A N/A
Class PT2-48A (2) $1,658,676.67 Class PT2-I-IO-48 N/A N/A
Class PT2-48B (3) $1,658,676.67 N/A N/A N/A
Class PT2-49A (2) $1,573,001.50 Class PT2-I-IO-49 N/A N/A
Class PT2-49B (3) $1,573,001.50 N/A N/A N/A
Class PT2-50A (2) $1,491,844.88 Class PT2-I-IO-50 N/A N/A
Class PT2-50B (3) $1,491,844.88 N/A N/A N/A
Class PT2-51A (2) $1,414,963.50 Class PT2-I-IO-51 N/A N/A
Class PT2-51B (3) $1,414,963.50 N/A N/A N/A
Class PT2-52A (2) $1,342,127.56 Class PT2-I-IO-52 N/A N/A
Class PT2-52B (3) $1,342,127.56 N/A N/A N/A
Class PT2-53A (2) $1,273,127.94 Class PT2-I-IO-53 N/A N/A
Class PT2-53B (3) $1,273,127.94 N/A N/A N/A
Class PT2-54A (2) $1,207,740.91 Class PT2-I-IO-54 N/A N/A
Class PT2-54B (3) $1,207,740.91 N/A N/A N/A
Class PT2-55A (2) $1,145,782.30 Class PT2-I-IO-55 N/A N/A
Class PT2-55B (3) $1,145,782.30 N/A N/A N/A
Class PT2-56A (2) $988,953.53 Class PT2-I-IO-56 N/A N/A
Class PT2-56B (3) $988,953.53 N/A N/A N/A
Class PT2-57A (2) $938,725.57 Class PT2-I-IO-57 N/A N/A
Class PT2-57B (3) $938,725.57 N/A N/A N/A
Class PT2-58A (2) $891,107.88 Class PT2-I-IO-58 N/A N/A
Class PT2-58B (3) $891,107.88 N/A N/A N/A
Class PT2-59A (2) $14,011,518.20 Class PT2-I-IO-59 N/A N/A
Class PT2-59B (3) $14,011,518.20 N/A N/A N/A
Class PT2-IO-2 (4) (4) N/A Class PT1-I-2A December 2006
Class PT2-IO-3 (4) (4) N/A Class PT1-I-3A January 2007
Class PT2-IO-4 (4) (4) N/A Class PT1-I-4A February 2007
Class PT2-IO-5 (4) (4) N/A Class PT1-I-5A March 2007
Class PT2-IO-6 (4) (4) N/A Class PT1-I-6A April 2007
Class PT2-IO-7 (4) (4) N/A Class PT1-I-7A May 2007
Class PT2-IO-8 (4) (4) N/A Class PT1-I-8A June 2007
Class PT2-IO-9 (4) (4) N/A Class PT1-I-9A July 2007
Class PT2-IO-10 (4) (4) N/A Class PT1-I-10A August 2007
Class PT2-IO-11 (4) (4) N/A Class PT1-I-11A September 2007
Class PT2-IO-12 (4) (4) N/A Class PT1-I-12A October 2007
Class PT2-IO-13 (4) (4) N/A Class PT1-I-13A November 2007
Class PT2-IO-14 (4) (4) N/A Class PT1-I-14A December 2007
Class PT2-IO-15 (4) (4) N/A Class PT1-I-15A January 2008
Class PT2-IO-16 (4) (4) N/A Class PT1-I-16A February 2008
Class PT2-IO-17 (4) (4) N/A Class PT1-I-17A March 2008
Class PT2-IO-18 (4) (4) N/A Class PT1-I-18A April 2008
Class PT2-IO-19 (4) (4) N/A Class PT1-I-19A May 2008
Class PT2-IO-20 (4) (4) N/A Class PT1-I-20A June 2008
Class PT2-IO-21 (4) (4) N/A Class PT1-I-21A July 2008
Class PT2-IO-22 (4) (4) N/A Class PT1-I-22A August 2008
Class PT2-IO-23 (4) (4) N/A Class PT1-I-23A September 2008
Class PT2-IO-24 (4) (4) N/A Class PT1-I-24A October 2008
Class PT2-IO-25 (4) (4) N/A Class PT1-I-25A November 2008
Class PT2-IO-26 (4) (4) N/A Class PT1-I-26A December 2008
Class PT2-IO-27 (4) (4) N/A Class PT1-I-27A January 2009
Class PT2-IO-28 (4) (4) N/A Class PT1-I-28A February 2009
Class PT2-IO-29 (4) (4) N/A Class PT1-I-29A March 2009
Class PT2-IO-30 (4) (4) N/A Class PT1-I-30A April 2009
Class PT2-IO-31 (4) (4) N/A Class PT1-I-31A May 2009
Class PT2-IO-32 (4) (4) N/A Class PT1-I-32A June 2009
Class PT2-IO-33 (4) (4) N/A Class PT1-I-33A July 2009
Class PT2-IO-34 (4) (4) N/A Class PT1-I-34A August 2009
Class PT2-IO-35 (4) (4) N/A Class PT1-I-35A September 2009
Class PT2-IO-36 (4) (4) N/A Class PT1-I-36A October 2009
Class PT2-IO-37 (4) (4) N/A Class PT1-I-37A November 2009
Class PT2-IO-38 (4) (4) N/A Class PT1-I-38A December 2009
Class PT2-IO-39 (4) (4) N/A Class PT1-I-39A January 1, 2010
Class PT2-IO-40 (4) (4) N/A Class PT1-I-40A February 1, 2010
Class PT2-IO-41 (4) (4) N/A Class PT1-I-41A March 1, 2010
Class PT2-IO-42 (4) (4) N/A Class PT1-I-42A April 1, 2010
Class PT2-IO-43 (4) (4) N/A Class PT1-I-43A May 1, 2010
Class PT2-IO-44 (4) (4) N/A Class PT1-I-44A June 1, 2010
Class PT2-IO-45 (4) (4) N/A Class PT1-I-45A July 1, 2010
Class PT2-IO-46 (4) (4) N/A Class PT1-I-46A August 1, 2010
Class PT2-IO-47 (4) (4) N/A Class PT1-I-47A September 1, 2010
Class PT2-IO-48 (4) (4) N/A Class PT1-I-48A October 1, 2010
Class PT2-IO-49 (4) (4) N/A Class PT1-I-49A November 1, 2010
Class PT2-IO-50 (4) (4) N/A Class PT1-I-50A December 1, 2010
Class PT2-IO-51 (4) (4) N/A Class PT1-I-51A January 1, 2011
Class PT2-IO-52 (4) (4) N/A Class PT1-I-52A February 1, 2011
Class PT2-IO-53 (4) (4) N/A Class PT1-I-53A March 1, 2011
Class PT2-IO-54 (4) (4) N/A Class PT1-I-54A April 1, 2011
Class PT2-IO-55 (4) (4) N/A Class PT1-I-55A May 1, 2011
Class PT2-IO-56 (4) (4) N/A Class PT1-I-56A June 1, 2011
Class PT2-IO-57 (4) (4) N/A Class PT1-I-57A July 1, 2011
Class PT2-IO-58 (4) (4) N/A Class PT1-I-58A August 1, 2011
Class PT2-IO-59 (4) (4) N/A Class PT1-I-59A September 1, 2011
Class PT2-R (5) (5) N/A N/A N/A
</TABLE>
--------
(1) For any Distribution Date (and the related Interest Accrual Period), this
Pooling Tier REMIC-2 Regular Interest shall bear interest at a per annum
rate (its "Pooling Tier REMIC-2 Interest Rate") equal to the Pooling Tier
REMIC-1 Net I WAC Rate.

(2) For any Distribution Date (and the related Interest Accrual Period), this
Pooling Tier REMIC-2 Regular Interest shall bear interest at a per annum
rate (its "Pooling Tier REMIC-2 Interest Rate") equal to the weighted
average of the Pooling Tier REMIC-1 Interest Rates on the Pooling Tier
REMIC-1 Regular Interests and having an "A" in their class designation,
provided that, on each Distribution Date on which interest is
distributable on the Corresponding Pooling Tier REMIC-2 IO Interest, this
Pooling Tier REMIC-2 Regular Interest shall bear interest at a per annum
rate equal to Swap LIBOR subject to a maximum rate equal to the weighted
average of the Pooling Tier REMIC-1 Interest Rates on the Pooling Tier
REMIC-1 Regular Interests and having an "A" in their class designation.

(3) For any Distribution Date (and the related Interest Accrual Period), this
Pooling Tier REMIC-2 Regular Interest shall bear interest at a per annum
rate (its "Pooling Tier REMIC-2 Interest Rate") equal to the weighted
average of the Pooling Tier REMIC-1 Interest Rates on the Pooling Tier
REMIC-1 Regular Interests and having a "B" in their class designation.

(4) Each Pooling Tier REMIC-2 IO Interest is an interest-only interest and
does not have a principal balance but has a notional balance ("Pooling
Tier REMIC-2 IO Notional Balance") equal to the Pooling Tier REMIC-1
Principal Amount of the Corresponding Pooling Tier REMIC-1 Regular
Interest. From the Closing Date through and including the Corresponding
Scheduled Crossover Distribution Date, each Pooling Tier REMIC-2 IO
Interest shall be entitled to receive interest that accrues on the
Corresponding Pooling Tier REMIC-1 Regular Interest at a rate equal to the
excess, if any, of (i) the Pooling Tier REMIC-1 Interest Rate for the
Corresponding Pooling Tier REMIC-1 Regular Interest over (ii) Swap LIBOR.
After the related Corresponding Scheduled Crossover Distribution Date, the
Pooling Tier REMIC-2 IO Interest shall not accrue interest.

(5) The Class PT2-R Interest shall not have a principal balance and shall not
bear interest.

On each Distribution Date, the interest distributable in respect of
the Mortgage Loans for such Distribution Date shall be distributed to the
Pooling Tier REMIC-2 Regular Interests at the Pooling Tier REMIC-2 Interest
Rates shown above.

On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Mortgage Loans (including, for the
first Distribution Date only, the Closing Date Deposit Amount) shall be
allocated to the then outstanding Pooling Tier REMIC-2 Regular Interests (other
than the Pooling Tier REMIC-2 IO Interests) with the lowest numerical
denomination until the Pooling Tier REMIC-2 Principal Amount of such interest or
interests, as the case may be, is reduced to zero, provided that, for Pooling
Tier REMIC-2 Regular Interests Mortgage Loans with the same numerical
denomination, such Realized Losses, Subsequent Recoveries and payments of
principal shall be allocated pro rata between such Pooling Tier REMIC-2 Regular
Interests.

Lower Tier REMIC

The Lower Tier REMIC shall issue the following interests, and each
such interest, other than the Class LT-R Interest, is hereby designated as a
regular interest in the Lower Tier REMIC. The Class LT-R Interest is hereby
designated as the sole class of residual interest in the Lower Tier REMIC and
shall be represented by the Class R-II Certificates.

<TABLE>
<CAPTION>
Lower Tier Corresponding
Lower Tier REMIC REMIC Interest Initial Lower Tier Upper Tier REMIC
Class Designation Rate REMIC Principal Amount Regular Interest
----------------- -------------- ---------------------------------- ----------------
<S> <C> <C> <C>
Class LT-A-1 (1) 1/2 Corresponding Upper Tier REMIC A-1
Regular Interest initial
Class Principal Balance
Class LT-A-2 (1) 1/2 Corresponding Upper Tier REMIC A-2
egular Interest initial
lass Principal Balance
Class LT-A-3 (1) 1/2 Corresponding Upper Tier REMIC A-3
Regular Interest initial
Class Principal Balance
Class LT-M-1 (1) 1/2 Corresponding Upper Tier REMIC M-1
Regular Interest initial
Class Principal Balance
Class LT-M-2 (1) 1/2 Corresponding Upper Tier REMIC M-2
Regular Interest initial
Class Principal Balance
Class LT-M-3 (1) 1/2 Corresponding Upper Tier REMIC M-3
Regular Interest initial
Class Principal Balance
Class LT-M-4 (1) 1/2 Corresponding Upper Tier REMIC M-4
Regular Interest initial
Class Principal Balance
Class LT-M-5 (1) 1/2 Corresponding Upper Tier REMIC M-5
Regular Interest initial
Class Principal Balance
Class LT-B-1 (1) 1/2 Corresponding Upper Tier REMIC B-1
Regular Interest initial
Class Principal Balance
Class LT-B-2 (1) 1/2 Corresponding Upper Tier REMIC B-2
Regular Interest initial
Class Principal Balance
Class LT-B-3 (1) 1/2 Corresponding Upper Tier REMIC B-3
Regular Interest initial
Class Principal Balance
Class LT-B-4 (1) 1/2 Corresponding Upper Tier REMIC B-4
Regular Interest initial
Class Principal Balance
Class LT-Accrual (1) 1/2 Pool Stated Principal Balance N/A
plus 1/2 Subordinated Amount
Class LT-IO (4) (4) N/A
Class LT-R (5) (5) N/A
</TABLE>
--------
(1) The interest rate with respect to any Distribution Date for these
interests is a per annum variable rate equal to the Lower Tier REMIC Net
WAC Rate.

(2) This Lower Tier Regular Interest is an interest-only interest and does not
have a Lower Tier REMIC Principal Amount. On each Distribution Date, this
Lower Tier Regular Interest shall be entitled to receive all interest
distributable on the Pooling Tier REMIC-2 IO Interests.

(3) The Class LT-R Interest is the sole class of residual interest in the
Lower Tier REMIC and it does not have a principal amount or an interest
rate.

Each Lower Tier REMIC Regular Interest is hereby designated as a
regular interest in the Lower Tier REMIC. The Class LT-A-1, Class LT-A-2, Class
LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5,
Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby
designated the LT Accretion Directed Classes (the "LT Accretion Directed
Classes").

On each Distribution Date, 50% of the increase in the Subordinated
Amount shall be payable as a reduction of the Lower Tier REMIC Principal Amount
of the LT Accretion Directed Classes (each such Class will be reduced by an
amount equal to 50% of any increase in the Subordinated Amount that is
attributable to a reduction in the Class Certificate Balance of its
Corresponding Class) and shall be accrued and added to the Lower Tier REMIC
Principal Amount of the Class LT-Accrual Interest. On each Distribution Date,
the increase in the Lower Tier REMIC Principal Amount of the Class LT-Accrual
Interest may not exceed interest accruals for such Distribution Date for the
Class LT-Accrual Interest. All payments of scheduled principal and prepayments
of principal generated by the Mortgage Loans (including, for the first
Distribution Date only, the Closing Date Deposit Amount) and all Subsequent
Recoveries allocable to principal shall be allocated (i) 50% to the Class
LT-Accrual Interest, and (ii) 50% to the LT Accretion Directed Classes (such
principal payments and Subsequent Recoveries shall be allocated among such LT
Accretion Directed Classes in an amount equal to 50% of the principal amounts
and Subsequent Recoveries allocated to their respective Corresponding Classes),
until paid in full. Notwithstanding the above, principal payments allocated to
the Class X Interest that result in the reduction in the Subordinated Amount
shall be allocated to the Class LT-Accrual Interest (until paid in full).

Reductions to Lower Tier REMIC Principal Amounts as a result of
Realized Losses and increases in Lower Tier REMIC Principal Amounts as a result
of Subsequent Recoveries shall be applied so that after all distributions have
been made on each Distribution Date (i) the Lower Tier REMIC Principal Amount of
each LT Accretion Directed Class is equal to 50% of the Class Certificate
Balance of its Corresponding Class, and (ii) the Class LT-Accrual Interest is
equal to 50% of the aggregate Stated Principal Balance of the Mortgage Loans
plus 50% of the Subordinated Amount.

Upper Tier REMIC

The Upper Tier REMIC shall issue the following classes of Upper Tier
REMIC Regular Interests and each such interest, other than the Class UT-R
Interest, is hereby designated as a regular interest in the Upper Tier REMIC.
The Class UT-R Interest is hereby designated as the sole class of residual
interests in the Upper Tier REMIC and shall be represented by the Class R-II
Certificates.

<TABLE>
<CAPTION>
Initial Upper Tier
Upper Tier REMIC Upper Tier REMIC REMIC Principal Corresponding
Class Designation Interest Rate Amount Class of Certificates
----------------- ---------------- ------------------ ---------------------
<S> <C> <C> <C>
Class A-1 (1) $413,494,000 Class A-1
Class A-2 (2) $315,930,000 Class A-2
Class A-3 (2) $ 85,717,000 Class A-3
Class M-1 (3) $ 32,465,000 Class M-1
Class M-2 (3) $ 29,471,000 Class M-2
Class M-3 (3) $ 17,480,000 Class M-3
Class M-4 (3) $ 30,967,000 Class M-4
Class M-5 (3) $ 14,485,000 Class M-5
Class B-1 (3) $ 13,486,000 Class B-1
Class B-2 (3) $ 8,991,000 Class B-2
Class B-3 (3) $ 7,992,000 Class B-3
Class B-4 (3) $ 9,491,000 Class B-4
Class IO (4) (4)
Class X (5) (5) Class X (5)
Class UT-R (6) (6) Class R-II
</TABLE>
--------
(1) For any Distribution Date (and the related Interest Accrual Period), this
interest shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the Net WAC Rate Cap) for the Corresponding
Class of Certificates and (ii) the Upper Tier REMIC Net WAC Rate.

(2) This interest is an interest-only interest and does not have a principal
balance. On each Distribution Date, the Class IO Interest shall be
entitled to receive all interest distributable on the Class LT-IO
Interest. This interest shall be beneficially owned by the holders of the
Class X Certificates and shall be held as an asset of the Supplemental
Interest Account.

(3) The Class X Interest has an initial principal balance of $18,980,119 but
it will not accrue interest on such balance but will accrue interest on a
notional principal balance. As of any Distribution Date, the Class X
Interest shall have a notional principal balance equal to the aggregate of
the Lower Tier Principal Amounts of the Lower Tier REMIC Regular Interests
(other than the Class LT-IO Interest) as of the first day of the related
Interest Accrual Period. With respect to any Interest Accrual Period, the
Class X Interest shall bear interest at a rate equal to the excess, if
any, of the Lower Tier REMIC Net WAC Rate over the product of (i) 2 and
(ii) the weighted average Lower Tier REMIC Interest Rate of the Lower Tier
REMIC Regular Interests (other than Class LT-IO Interests), where the
Lower Tier REMIC Interest Rate on the Class LT-Accrual Interest is subject
to a cap equal to zero and each LT-Accretion Directed Class is subject to
a cap equal to the Upper Tier Interest Rate on its Corresponding Class of
Upper Tier Regular Interest. With respect to any Distribution Date,
interest that so accrues on the notional principal balance of the Class X
Interest shall be deferred in an amount equal to any increase in the
Subordinated Amount on such Distribution Date. Such deferred interest
shall not itself bear interest.

(4) The Class UT-R Interest does not have an interest rate or a principal
balance.

On each Distribution Date, interest distributable in respect of the
Lower Tier Interests for such Distribution Date shall be deemed to be
distributed on the interests in the Upper Tier REMIC at the rates shown above,
provided that the Class IO Interest shall be entitled to receive interest before
any other interest in the Upper Tier REMIC.

On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the Upper Tier
Interests until the outstanding principal balance of each such interest equals
the outstanding Class Certificate Balance of the Corresponding Class of
Certificates as of such Distribution Date.

Certificates

Class Pass-Through Class Certificate
Class Designation Rate Balance
-------------------- ----------------------- ----------------------
Class A-1 (6) (1) $413,494,000
Class A-2 (6) (1) $315,930,000
Class A-3 (6) (1) $ 85,717,000
Class M-1 (6) (2) $ 32,465,000
Class M-2 (6) (2) $ 29,471,000
Class M-3 (6) (2) $ 17,480,000
Class M-4 (6) (2) $ 30,967,000
Class M-5 (6) (2) $ 14,485,000
Class B-1 (6) (2) $ 13,486,000
Class B-2 (6) (2) $ 8,991,000
Class B-3 (6) (2) $ 7,992,000
Class B-4 (6) (2) $ 9,491,000
Class X (3) (3)
Class R-I (4) (4)
Class R-II (5) (5)

--------
(1) The Class A-1, Class A-2 and Class A-3 Certificates will bear interest
during each Interest Accrual Period at a per annum rate equal to the
lesser of (i) LIBOR plus the applicable Pass-Through Margin and (ii) the
Net WAC Rate Cap.

(2) The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class B-1,
Class B-2, Class B-3 and Class B-4 Certificates will bear interest during
each Interest Accrual Period at a per annum rate equal to the lesser of
(i) LIBOR plus the applicable Pass-Through Margin and (ii) Net WAC Rate
Cap.

(3) The Class X Certificates will represent beneficial ownership of the Class
X Interest, the Class IO Interest, the right to receive Class IO
Shortfalls, the Cap Agreement, the Interest Rate Swap Agreement, amounts
in the Supplemental Interest Account, subject to the obligation to pay Net
Swap Payments to the Swap Provider and Basis Risk Carry Forward Amounts
and, without duplication, Upper Tier Carry Forward Amounts to the LIBOR
Certificates and amounts in the Excess Reserve Fund Account, subject to
the obligation to make payments from the Excess Reserve Fund Account in
respect of Basis Risk Carry Forward Amounts to the LIBOR Certificates. For
federal income tax purposes, the Trustee will treat a Class X
Certificateholder's obligation to make payments to the LIBOR Certificates
of Basis Risk Carry Forward Amounts from the Excess Reserve Fund Account
and the Supplemental Interest Account and, without duplication, Upper Tier
Carry Forward Amounts from the Supplemental Interest Account and the right
to receive Class IO Shortfalls as payments made pursuant to a notional
principal contract between the Class X Certificateholders and the holder
of each Class of LIBOR Certificates. Such rights of the Class X
Certificateholders and LIBOR Certificateholders shall be treated as held
in a portion of the Trust Fund that is treated as a grantor trust under
subpart E, Part I of subchapter J of the Code. The Class X Certificates do
not have a Class Certificate Balance.

(4) The Class R-I Certificates do not have a principal balance or an interest
rate. The Class R-I Certificates represent the residual interest in
Pooling Tier REMIC-1.

(5) The Class R-II Certificates do not have a principal balance or an interest
rate. The Class R-II Certificates represent ownership of the Class PT2-R
Interest, the Class LT-R Interest and the Class UT-R Interest.

(6) Each of these Certificates will represent not only the ownership of the
Corresponding Class of Upper Tier REMIC Regular Interest but also the
right to receive payments from the Excess Reserve Fund Account and
Supplemental Interest Account in respect of any Basis Risk Carry Forward
Amounts and, without duplication, from the Supplemental Interest Account
in respect of Upper Tier Carry Forward Amounts. Each of these Certificates
will also be subject to the obligation to pay Class IO Shortfalls as
described in Section 8.13. For federal income tax purposes, any amount
distributed on the LIBOR Certificates on any such Distribution Date in
excess of the amount distributable on their Corresponding Class of Upper
Tier Regular Interest on such Distribution Date shall be treated as having
been paid from the Excess Reserve Fund Account or the Supplemental
Interest Account, as applicable, and any amount distributable on such
Corresponding Class of Upper Tier Regular Interest on such Distribution
Date in excess of the amount distributable on the Corresponding Class of
Certificates on such Distribution Date shall be treated as having been
paid to the Supplemental Interest Account, all pursuant to, and as further
provided in Section 8.13. For federal income tax purposes, the Trustee
will treat a LIBOR Certificateholder's right to receive payments from the
Excess Reserve Fund Account and Supplemental Interest Account subject to
the obligation to pay Class IO Shortfalls as payments made pursuant to a
notional principal contract between the Class X Certificateholders and
each Class of LIBOR Certificates.

The minimum denomination for each Class of Certificates, other than
the Class P and Class X Certificates and the Residual Certificates, will be
$25,000 with integral multiples of $1 in excess thereof except that one
Certificate in each Class may be issued in a different amount. The minimum
denomination for each of the Class P and Class X Certificates will be a 1%
Percentage Interest in such Class, and the minimum denomination for the Residual
Certificates shall be 100% Percentage Interest in such Class.

It is expected that each Class of Certificates will receive its
final distribution on or prior to the applicable Final Scheduled Distribution
Date.

Set forth below are designations of Classes of Certificates to the
categories used herein:

Book-Entry Certificates............ All Classes of Certificates other than the
Physical Certificates.

Class A Certificates............... Class A-1, Class A-2, and Class A-3
Certificates.

Class B Certificates............... Class B-1, Class B-2, Class B-3 and Class
B-4 Certificates.

Class M Certificates............... Class M-1, Class M-2, Class M-3, Class M-4
and Class M-5 Certificates.

Delay Certificates................. None.

ERISA-Restricted
Certificates..................... Class B-4, Class P and Class X Certificates
and the Residual Certificates; any
certificate with a rating below the lowest
applicable permitted rating under the
Underwriters' Exemption.

LIBOR Certificates................. Class A and Subordinated Certificates.

Non-Delay Certificates............. Class A, Class X and Subordinated
Certificates.

Offered Certificates............... All Classes of Certificates other than the
Private Certificates.

Physical Certificates.............. Class P and Class X Certificates and the
Residual Certificates.

Private Certificates............... Class A-1, Class B-4, Class P and Class X
Certificates and the Residual Certificates.

Rating Agencies.................... Moody's, Fitch, Standard & Poor's and DBRS.

Regular Certificates............... All Classes of Certificates other than the
Class P Certificates and the Residual
Certificates.

Residual Certificates.............. Class R-I and Class R-II Certificates.

Sequential Class M Certificates.... Class M-1, Class M-2 and Class M-3
Certificates.

Subordinated Certificates.......... Class M and Class B Certificates.

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

Accepted Servicing Practices: With respect to any Mortgage Loan,
those mortgage servicing practices set forth in Section 3.01(a) of this
Agreement.

Account: Any of the Collection Account, the Distribution Account,
any Escrow Account, the Supplemental Interest Account, the Supplemental Float
Account or the Excess Reserve Fund Account. Each Account shall be an Eligible
Account.

Accrued Certificate Interest Distribution Amount: With respect to
any Distribution Date for each Class of LIBOR Certificates, the amount of
interest accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the related Class Certificate Balance immediately prior to
such Distribution Date, as reduced by such Class' share of Net Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution
Date allocated to such Class pursuant to Section 4.02.

Additional Disclosure Notification: As defined in Section 8.12(c).

Additional Form 10-D Disclosure: As defined in Section 8.12(b).

Additional Form 10-K Disclosure: As defined in Section 8.12(c).

Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan.

Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any
time, the per annum rate equal to the Mortgage Rate less the Expense Fee Rate.

Adjustment Date: As to any Adjustable Rate Mortgage Loan, the first
Due Date on which the related Mortgage Rate adjusts as set forth in the related
Mortgage Note and each Due Date thereafter on which the Mortgage Rate adjusts as
set forth in the related Mortgage Note.

Advance: Any P&I Advance or Servicing Advance.

Advance Facility: A financing or other facility as described in
Section 10.10.

Advancing Person: The Person to whom the Servicer's rights under
this Agreement to be reimbursed for any P&I Advances or Servicing Advances have
been assigned pursuant to Section 10.10.

Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" 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.

Agreement: This Pooling and Servicing Agreement and all amendments
or supplements hereto.

Amount Held for Future Distribution: As to the Certificates on any
Distribution Date, the aggregate amount held in the Collection Account at the
close of business on the related Determination Date on account of (i) Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and
Subsequent Recoveries on the Mortgage Loans received after the end of the
related Prepayment Period and (ii) all Scheduled Payments on the Mortgage Loans
due after the end of the related Due Period.

Analytics Company: Intex Solutions, Inc., or any other bond
analytics service provider identified to the Trustee by the Depositor.

Applied Realized Loss Amount: With respect to any Distribution Date,
the amount, if any, by which the aggregate Class Certificate Balance of the
LIBOR Certificates after distributions of principal on such Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date.

Appraised Value: The value set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the value of the
Mortgaged Property.

Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form (other than the assignee's
name and recording information not yet returned from the recording office),
reflecting the sale of the Mortgage to the Trustee.

Available Funds: With respect to any Distribution Date and the
Mortgage Loans, to the extent received by the Trustee (x) the sum of (i) all
scheduled installments of interest (net of the related Expense Fees) and
principal due on the Due Date on such Mortgage Loans in the related Due Period
and received by the Servicer on or prior to the related Determination Date,
together with any P&I Advances in respect thereof; (ii) all Condemnation
Proceeds, Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries
received by the Servicer during the related Prepayment Period (in each case, net
of unreimbursed expenses incurred in connection with a liquidation or
foreclosure and unreimbursed Advances, if any); (iii) all partial or full
prepayments on the Mortgage Loans received by the Servicer during the related
Prepayment Period together with all Compensating Interest paid by the Servicer
in connection therewith (excluding any Prepayment Charges); (iv) all
Substitution Adjustment Amounts with respect to substitutions of Mortgage Loans
that occur on or prior to the related Determination Date; (v) all amounts
received with respect to such Distribution Date as the Repurchase Price in
respect of a Mortgage Loan repurchased on or prior to the related Determination
Date; and (vi) the proceeds with respect to the termination of the Trust Fund
pursuant to clause (a) of Section 9.01; reduced by (y) amounts in reimbursement
for Advances previously made with respect to the Mortgage Loans and other
amounts as to which the Servicer, the Depositor, the Custodian or the Trustee
are entitled to be paid or reimbursed pursuant to this Agreement.

Balloon Loan: Any Mortgage Loan that requires only payments of
interest until the stated maturity date of the Mortgage Loan or Scheduled
Payments of principal (not including the payment due on its stated maturity
date) that are based on an amortization schedule that would be insufficient to
fully amortize the principal thereof by the stated maturity date of the Mortgage
Loan.

Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance Amount for such
Distribution Date over (ii) the Excess Subordinated Amount, if any, for such
Distribution Date.

Basis Risk Carry Forward Amount: With respect to each Class of LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on such
Distribution Date the Pass-Through Rate for any Class of LIBOR Certificates is
based upon the Net WAC Rate Cap, the excess of (i) the Accrued Certificate
Interest Distribution Amount such Class of Certificates would otherwise be
entitled to receive on such Distribution Date had such rate been calculated as
the sum of LIBOR and the applicable Pass-Through Margin on such Class of
Certificates for such Distribution Date, over (ii) the Accrued Certificate
Interest Distribution Amount payable on such Class of Certificates at the Net
WAC Rate Cap for such Distribution Date and (B) the portion of any such excess
described in clause (A) for such Class of Certificates from all previous
Distribution Dates not previously paid, together with interest thereon at a rate
equal to the sum of LIBOR and the applicable Pass-Through Margin for such Class
of Certificates for such Distribution Date.

Basis Risk Payment: For any Distribution Date, an amount equal to
the lesser of (i) the aggregate of the Basis Risk Carry Forward Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior to any
reduction for (x) amounts paid from the Excess Reserve Fund Account to pay any
Basis Risk Carry Forward Amount or (y) any Defaulted Swap Termination Payment).

Best's: Best's Key Rating Guide, as the same shall be amended from
time to time.

Book-Entry Certificates: As specified in the Preliminary Statement.

Business Day: Any day other than (i) Saturday or Sunday, or (ii) a
day on which banking and savings and loan institutions, in (a) the State of New
York, California, New Jersey or Delaware, (b) the State in which the Servicer's
servicing operations are located, or (c) any State in which the Trustee's
Corporate Trust Office is located, are authorized or obligated by law or
executive order to be closed.

Cap Agreement: The interest rate cap agreement, dated December 1,
2006, between the Cap Provider and the Trustee, on behalf of the Trust, a copy
of which is attached hereto as Exhibit U.

Cap Provider: Barclays Bank PLC, a bank authorized and regulated by
the United Kingdom's Financial Services Authority and a member of the London
Stock Exchange, and its successors in interest.

Certificate: Any one of the Certificates executed by the Trustee in
substantially the forms attached hereto as exhibits.

Certificate Balance: With respect to any Class of Certificates,
other than the Class X or Class P Certificates or the Residual Certificates, at
any date, the maximum dollar amount of principal to which the Holder thereof is
then entitled hereunder, such amount being equal to the Denomination thereof
minus all distributions of principal previously made with respect thereto and in
the case of any Certificates, reduced by any Applied Realized Loss Amounts
allocated to such Class of Certificates pursuant to Section 4.05; provided,
however, that immediately following the Distribution Date on which a Subsequent
Recovery is distributed, the Class Certificate Balances of any Class or Classes
of Certificates that have been previously reduced by Applied Realized Loss
Amounts will be increased, in order of seniority, by the amount of the
Subsequent Recovery distributed on such Distribution Date (up to the amount of
Unpaid Realized Loss Amount for such Class or Classes for such Distribution
Date). The Class P and Class X Certificates and the Residual Certificates have
no Certificate Balance.

Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate.

Certificate Register: The register maintained pursuant to Section
5.02.

Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purpose
of giving any consent pursuant to this Agreement, any Certificate registered in
the name of the Depositor or any Affiliate of the Depositor shall be deemed not
to be Outstanding and the Percentage Interest evidenced thereby shall not be
taken into account in determining whether the requisite amount of Percentage
Interests necessary to effect such consent has been obtained; provided, however,
that if any such Person (including the Depositor) owns 100% of the Percentage
Interests evidenced by a Class of Certificates, such Certificates shall be
deemed to be Outstanding for purposes of any provision hereof that requires the
consent of the Holders of Certificates of a particular Class as a condition to
the taking of any action hereunder. The Trustee is entitled to rely conclusively
on a certification of the Depositor or any Affiliate of the Depositor in
determining which Certificates are registered in the name of an Affiliate of the
Depositor.

Class: All Certificates bearing the same class designation as set
forth in the Preliminary Statement.

Class A Certificates: As specified in the Preliminary Statement.

Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class Certificate Balances of
the Class A Certificates immediately prior to such Distribution Date over (ii)
the lesser of (A) 63.20% of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date over $4,994,746.

Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1."

Class A-2 Certificates: All Certificates bearing the class
designation of "Class A-2."

Class A-3 Certificates: All Certificates bearing the class
designation of "Class A-3."

Class B Certificates: As specified in the Preliminary Statement.

Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."

Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount for such Distribution
Date), (B) the aggregate Class Certificate Balance of the Sequential Class M
Certificates (after taking into account the distribution of the Sequential Class
M Principal Distribution Amount for such Distribution Date), (C) the Class
Certificate Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-5
Certificates (after taking into account the distribution of the Class M-5
Principal Distribution Amount for such Distribution Date), (E) the Class
Certificate Balance of the Class B-1 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (A) 90.90% of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over $4,994,746.

Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2."

Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount for such Distribution
Date), (B) the aggregate Class Certificate Balance of the Sequential Class M
Certificates (after taking into account the distribution of the Sequential Class
M Principal Distribution Amount for such Distribution Date), (C) the Class
Certificate Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-5
Certificates (after taking into account the distribution of the Class M-5
Principal Distribution Amount for such Distribution Date), (E) the Class
Certificate Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount for such
Distribution Date), and (F) the Class Certificate Balance of the Class B-2
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) 92.70% of the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date over
$4,994,746.

Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3."

Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount for such Distribution
Date), (B) the aggregate Class Certificate Balance of the Sequential Class M
Certificates (after taking into account the distribution of the Sequential Class
M Principal Distribution Amount for such Distribution Date), (C) the Class
Certificate Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-5
Certificates (after taking into account the distribution of the Class M-5
Principal Distribution Amount for such Distribution Date), (E) the Class
Certificate Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount for such
Distribution Date), (F) the Class Certificate Balance of the Class B-2
Certificates (after taking into account the distribution of the Class B-2
Principal Distribution Amount for such Distribution Date) and (G) the Class
Certificate Balance of the Class B-3 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (A) 94.30% of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over $4,994,746.

Class B-4 Principal Distribution Amount: With respect to any
Distribution Date is the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount for such Distribution
Date), (B) the aggregate Class Certificate Balance of the Sequential Class M
Certificates (after taking into account the distribution of the Sequential Class
M Principal Distribution Amount for such Distribution Date), (C) the Class
Certificate Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount for such
Distribution Date), (D) the Class Certificate Balance of the Class M-5
Certificates (after taking into account the distribution of the Class M-5
Principal Distribution Amount for such Distribution Date), (E) the Class
Certificate Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount for such
Distribution Date), (F) the Class Certificate Balance of the Class B-2
Certificates (after taking into account the distribution of the Class B-2
Principal Distribution Amount for such Distribution Date), (G) the Class
Certificate Balance of the Class B-3 Certificates (after taking into account the
distribution of the Class B-3 Principal Distribution Amount for such
Distribution Date) and (H) Class Certificate Balance of the Class B-4
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) 96.20% of the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date and (b) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date over
$4,994,746.

Class Certificate Balance: With respect to any Class and as to any
date of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date.

Class IO Interest: As specified in the Preliminary Statement.

Class IO Shortfall: As defined in Section 8.13. For the avoidance of
doubt, the Class IO Shortfall for any Distribution Date shall equal the amount
payable to the Class X Certificates in respect of amounts due to the Swap
Provider on such Distribution Date (other than Defaulted Swap Termination
Payments) in excess of the amount payable on the Class X Interest (prior to
reduction for any Basis Risk Payments or Defaulted Swap Termination Payments) or
Class IO Interest on such Distribution Date, all as further provided in Section
8.13.

Class LT-R Interest: The sole class of "residual interest" in the
Lower Tier REMIC evidenced by the Class R-II Certificates.

Class M Certificates: As specified in the Preliminary Statement.

Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1."

Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2."

Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3."

Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4."

Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount for such Distribution
Date), (B) the aggregate Class Certificate Balance of the Sequential Class M
Certificates (after taking into account the distribution of the Sequential Class
M Principal Distribution Amount for such Distribution Date) and (C) the Class
Certificate Balance of the Class M-4 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (A) 85.30% of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over $4,994,746.

Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5."

Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount for such Distribution
Date), (B) the aggregate Class Certificate Balance of the Sequential Class M
Certificates (after taking into account the distribution of the Sequential Class
M Principal Distribution Amount for such Distribution Date), (C) the Class
Certificate Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount for such
Distribution Date) and (D) the Class Certificate Balance of the Class M-5
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) 88.20% of the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date and (B) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date over
$4,994,746.

Class P Certificates: All Certificates bearing the class designation
of "Class P."

Class PT1-R Interest: The residual interest in Pooling Tier REMIC-1
as described in the Preliminary Statement and the related footnote thereto.

Class PT2-R Interest: The residual interest in Pooling Tier REMIC-2
as described in the Preliminary Statement and the related footnote thereto.

Class R-I Certificates: All Certificates bearing the class
designation of "Class R-I."

Class R-II Certificates: All Certificates bearing the class
designation of "Class R-II."

Class UT-R Interest: The sole class of "residual interest" in the
Upper Tier REMIC evidenced by the Class R-II Certificate.

Class X Certificates: All Certificates bearing the class designation
of "Class X."

Class X Distributable Amount: On any Distribution Date, the sum of
(i) as a distribution in respect of interest, the amount of interest that has
accrued on the Class X Interest (as set forth in the Preliminary Statement) and
not applied as an Extra Principal Distribution Amount on such Distribution Date,
plus any such accrued interest remaining undistributed from prior Distribution
Dates, plus (without duplication) (ii) as a distribution in respect of
principal, any portion of the principal balance of the Class X Interest which is
distributable as a Subordination Reduction Amount, minus (iii) any Defaulted
Swap Termination Payment payable to the Swap Provider and any amounts paid from
the Excess Reserve Fund Account to pay Basis Risk Carry Forward Amounts.

Class X Interest: The Upper Tier REMIC Regular Interest represented
by the Class X Certificates as specified and described in the Preliminary
Statement and the related footnote thereto.

Closing Date: December 1, 2006.

Closing Date Deposit Amount: $0 (all of which is allocable to
principal) deposited by the Depositor into the Distribution Account on the
Closing Date.

Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.

Collection Account: As defined in Section 3.10(a).

Combined Loan-to-Value Ratio or CLTV: As of any date and as to any
Second-Lien Mortgage Loan, the ratio (expressed as a percentage) of the (a) sum
of (i) the outstanding principal balance of the Second-Lien Mortgage Loan and
(ii) the outstanding principal balance as of such date of any mortgage loan or
mortgage loans that are senior or equal in priority to the Second-Lien Mortgage
Loan and which are secured by the same Mortgaged Property to (b) (i) in the case
of a purchase, the lesser of (A) the sale price of the Mortgaged Property and
(B) its appraised value at the time of sale, or (ii) in the case of a
refinancing or modification, the appraised value of the Mortgaged Property at
the time of the refinancing or modification.

Commission: The United States Securities and Exchange Commission.

Compensating Interest: For any Distribution Date, the lesser of (a)
the amount, if any, by which the Prepayment Interest Shortfall, if any, for such
Distribution Date, with respect to voluntary Principal Prepayments in Full
(excluding any payments made upon liquidation of any Mortgage Loan) exceeds all
Prepayment Interest Excesses for such Distribution Date on the Mortgage Loans,
and (b) the amount of the Servicing Fee payable to the Servicer for such
Distribution Date.

Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation.

Convertible Mortgage Loan: Any individual Adjustable Rate Mortgage
Loan which contains a provision whereby the Mortgagor is permitted to convert
the Adjustable Rate Mortgage Loan to a Fixed Rate Mortgage Loan in accordance
with the terms of the related Mortgage Note.

Corporate Trust Office: The designated office of the Trustee in the
State of California at which at any particular time its corporate trust business
with respect to this Agreement is administered, which office at the date of the
execution of this Agreement is located at 1761 East St. Andrew Place, Santa Ana,
California 92705-4934, Attn: Trust Administration - BC0601, facsimile no. (714)
247-6478 and which is the address to which notices to and correspondence with
the Trustee should be directed.

Corresponding Class: The class of interests in the Lower Tier REMIC
or Upper Tier REMIC created under this Agreement that corresponds to the Class
of interests in the other such REMIC, as applicable, or to a Class of
Certificates in the manner set out below:

Corresponding Corresponding
Lower Tier REMIC Upper Tier REMIC Corresponding Class of
Class Designation Regular Interest Certificates
----------------------- -------------------- --------------------------
Class LT-A-1 Class A-1 Class A-1
Class LT-A-2 Class A-2 Class A-2
Class LT-A-3 Class A-3 Class A-3
Class LT-M-1 Class M-1 Class M-1
Class LT-M-2 Class M-2 Class M-2
Class LT-M-3 Class M-3 Class M-3
Class LT-M-4 Class M-4 Class M-4
Class LT-M-5 Class M-5 Class M-5
Class LT-B-1 Class B-1 Class B-1
Class LT-B-2 Class B-2 Class B-2
Class LT-B-3 Class B-3 Class B-3
Class LT-B-4 Class B-4 Class B-4

Corresponding Pooling Tier REMIC-1 Regular Interest: As described in
the Preliminary Statement.

Corresponding Pooling Tier REMIC-2 IO Interest: As described in the
Preliminary Statement.

Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the Preliminary Statement
corresponding to a Pooling Tier REMIC-2 IO Interest.

Corresponding Upper Tier REMIC Regular Interest: As defined in the
Preliminary Statement.

Covered Loan: A Mortgage Loan categorized as Covered pursuant to
Appendix E of Standard & Poor's Glossary.

Cumulative Loss 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 from the Cut-off Date to the last day of the
calendar month preceding the month in which such Distribution Date occurs and
the denominator of which is the Cut-off Date Pool Principal Balance of the
Mortgage Loans.

Cumulative Loss Trigger Event: If, with respect to any Distribution
Date, the quotient (expressed as a percentage) of (x) the aggregate amount of
Realized Losses incurred since the Cut-off Date through the last day of the
related Due Period, divided by (y) the Cut-off Date Pool Principal Balance,
exceeds the applicable Cumulative Loss Percentages set forth below with respect
to such Distribution Date:

<TABLE>
<CAPTION>
Distribution Date
Occurring In Cumulative Loss Percentage
----------------------------------- ---------------------------------------------------
<S> <C>
December 2008 through November 2009 1.450% for the first month, plus an additional
1/12th of 1.700% for each month thereafter (e.g.,
2.300% in June 2009)

December 2009 through November 2010 3.150% for the first month, plus an additional
1/12th of 1.750% for each month thereafter (e.g.,
4.025% in June 2010)

December 2010 through November 2011 4.900% for the first month, plus an additional
1/12th of 1.400% for each month thereafter (e.g.,
5.600% in June 2011)

December 2011 through November 2012 6.300% for the first month, plus an additional
1/12th of 0.750% for each month thereafter (e.g.,
6.675% in June 2012)

December 2012 and thereafter 7.050%
</TABLE>

Custodial File: With respect to each Mortgage Loan, the file
retained by the Custodian on behalf of the Trustee consisting of items (a) - (h)
as listed on Exhibit K hereto.

Custodian: Wells Fargo Bank, National Association, a national
banking association, and its successors in interest and, if any successor
custodian is appointed hereunder, such successor.

Cut-off Date: November 1, 2006.

Cut-off Date Pool Principal Balance: The aggregate Stated Principal
Balances of all Mortgage Loans as of the Cut-off Date.

Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the Cut-off Date.

Data Tape Information: With respect to each Mortgage Loan, the
following information as of the Cut-off Date provided by the Responsible Party
to the Sponsor pursuant to the Purchase Agreement: (1) the Responsible Party's
Mortgage Loan identifying number; (2) the Mortgagor's name; (3) the street
address of the Mortgaged Property including the city, state and zip code; (4) a
code indicating whether the Mortgagor is self-employed; (5) as to each Mortgage
Loan, the Stated Principal Balance as of the Cut-off Date; (6) the Index; (7) a
code indicating whether the Mortgaged Property is owner-occupied; (8) the number
and type of residential units constituting the Mortgaged Property; (9) the
original stated months to maturity; (10) the original amortization months to
maturity; (11) the stated maturity date; (12) the amount of the Scheduled
Payment as of the Cut-off Date; (13) the first date on which the Scheduled
Payment was due on the Mortgage Loan and, if such date is not consistent with
the Due Date currently in effect, such Due Date; (14) the "paid through date"
based on payments received from the related Mortgagor; (15) the original
principal amount of the Mortgage Loan; (16) with respect to each Adjustable Rate
Mortgage Loan, the Minimum Mortgage Rate; (17) with respect to each Adjustable
Rate Mortgage Loan, the Maximum Mortgage Rate; (18) with respect to each
Adjustable Rate Mortgage Loan, the initial Periodic Mortgage Rate Cap; (19) with
respect to each Adjustable Rate Mortgage Loan, the subsequent Periodic Mortgage
Rate Cap; (20) with respect to each Adjustable Rate Mortgage Loan, the first
payment Adjustment Date immediately following the Cut-off Date; (21) with
respect to each Adjustable Rate Mortgage Loan, the first Interest Rate
Adjustment Date immediately following the Cut-off Date; (22) with respect to
each Adjustable Rate Mortgage Loan, the Gross Margin; (23) with respect to each
Adjustable Rate Mortgage Loan, the Mortgage Rate adjustment period; (24) the
type of Mortgage Loan (i.e., Fixed Rate or Adjustable Rate Mortgage Loan); (25)
lien position (i.e., First-Lien or Second-Lien Mortgage Loan); (26) a code
indicating the purpose of the loan (i.e., purchase, rate and term refinance,
equity take-out refinance); (27) the credit risk score (FICO score); (28) the
loan credit grade classification (as described in the underwriting guidelines);
(29) the Mortgage Rate at origination; (30) the Mortgage Rate as of the Cut-off
Date; (31) the value of the Mortgaged Property; (32) a code indicating the term
and amount of Prepayment Charges applicable to such Mortgage Loan (including any
prepayment penalty term), if any; (33) with respect to each First-Lien Mortgage
Loan, the Loan-to-Value Ratio at origination, and with respect to each
Second-Lien Mortgage Loan, the Combined Loan-to-Value Ratio at origination; (34)
the documentation level; (35) the date of origination; (36) a code indicating
whether the Mortgage Loan is a Balloon Loan; (37) the Due Date for the first
Scheduled Payment; (38) the original Scheduled Payment due; (39) the
debt-to-income ratio with respect to the Mortgage Loan; (40) the Mortgage Rate
calculation method (i.e., 30/360, simple interest, other); (41) a code
indicating whether the Mortgage Loan is Home Loan; (42) appraisal verification
(Y/N); (43) type of appraisal verification, if any; (44) with respect to
Second-Lien Mortgage Loans, the outstanding principal balance of the superior
lien at origination; (45) whether the Mortgagor is a first-time home buyer and
(46) whether or not the Mortgage Loan has any silent-second lien loans. With
respect to the Mortgage Loans in the aggregate, the Data Tape Information shall
set forth the following information, as of the Cut-off Date: (1) the number of
Mortgage Loans; (2) the current aggregate outstanding 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.

DBRS: Dominion Bond Rating Service. If DBRS is designated as a
Rating Agency in the Preliminary Statement, for purposes of Section 10.05(c) the
address for notices to DBRS shall be Dominion Bond Rating Service, 55 Broadway,
15th Floor, New York, New York 10006, Attention: Quincy Tang, or such other
address as DBRS may hereafter furnish to the Depositor, the Trustee and the
Servicer.

Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding under the United
States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which
became final and non-appealable, except such a reduction resulting from a
Deficient Valuation or any reduction that results in a permanent forgiveness of
principal.

Deemed Material and Adverse Representation: Each representation and
warranty identified as such on Schedule III to this Agreement.

Defaulted Swap Termination Payment: Any Swap Termination Payment
required to be paid by the Trust to the Swap Provider pursuant to the Interest
Rate Swap Agreement as a result of an Event of Default (as defined in the
Interest Rate Swap Agreement) with respect to which the Swap Provider is the
defaulting party or a Termination Event (as defined in the Interest Rate Swap
Agreement) (other than Illegality or a Tax Event that is not a Tax Event Upon
Merger (each as defined in the Interest Rate Swap Agreement )) with respect to
which the Swap Provider is the sole Affected Party (as defined in the Interest
Rate Swap Agreement).

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 United States
Bankruptcy Code.

Definitive Certificates: Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry Certificate
pursuant to Section 5.02(e).

Delay Certificates: As specified in the Preliminary Statement.

Deleted Mortgage Loan: As defined in Section 2.03.

Delinquency Trigger Event: With respect to any Distribution Date,
the circumstances in which the quotient (expressed as a percentage) of (x) the
rolling three month average of the aggregate unpaid principal balance of 60+ Day
Delinquent Mortgage Loans, divided by (y) the aggregate unpaid principal balance
of the Mortgage Loans, as of the last day of the related Due Period, equals or
exceeds 42.31% of the prior period's Senior Enhancement Percentage.

Denomination: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Certificate Balance of this Certificate" or
the Percentage Interest appearing on the face thereof.

Depositor: Securitized Asset Backed Receivables LLC, a Delaware
limited liability company, and its successors in interest.

Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co., as the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.

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 that
are rated "P-1" by Moody's, "F1+" by Fitch, "A-1" by Standard & Poor's and, if
rated by DBRS, "R-1" by DBRS (in each case, to the extent they are designated as
Rating Agencies in the Preliminary Statement).

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 Remittance Date, the 15th
day (or if such day is not a Business Day, the immediately preceding Business
Day) in the calendar month in which such Remittance Date occurs.

Disqualified Non-U.S. Person: With respect to a Residual
Certificate, (i) any Non-U.S. Person or agent thereof other than a Non-U.S.
Person that holds the Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor and
the Trustee with an effective IRS Form W-8ECI, or (ii) any domestic entity
classified as a partnership under the Code if any of its direct or indirect
partners (other than through a U.S. corporation) are (or are permitted to be
under the applicable partnership agreement) Disqualified Non-U.S. Persons,
unless such Person described in (i) or (ii) above has delivered to both the
transferor and the Trustee an opinion of a nationally recognized tax counsel to
the effect that the transfer of the Residual Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and
that such transfer of the Residual Certificate will not be disregarded for
federal income tax purposes.

Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.07(d) in the name of the Trustee
for the benefit of the Certificateholders and designated "Deutsche Bank National
Trust Company in trust for registered holders of Securitized Asset Backed
Receivables LLC Trust 2006-WM3 Mortgage Pass-Through Certificates, Series
2006-WM3." Funds in the Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Account Deposit Date: As to any Distribution Date,
12:00 noon New York City time on the second Business Day immediately preceding
such Distribution Date.

Distribution Date: The 25th day of each calendar month, or if such
day is not a Business Day, the next succeeding Business Day, commencing in
December 2006.

Document Certification and Exception Report: The report attached to
Exhibit F hereto.

Due Date: The day of the month on which the Scheduled Payment is due
on a Mortgage Loan, exclusive of any days of grace.

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

Eligible Account: Either (i) an account maintained with a federal or
state-chartered depository institution or trust company that complies with the
definition of Eligible Institution, (ii) an account maintained with the
corporate trust department of a federal depository institution or
state-chartered depository institution subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal
Regulation Section 9.10(b), which, in either case, has corporate trust powers
and is acting in its fiduciary capacity or (iii) any other account acceptable to
each Rating Agency. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the Trustee.
Each Eligible Account shall be a separate account.

Eligible Institution: A federal or state-chartered depository
institution or trust company the commercial paper, short-term debt obligations,
or other short-term deposits of which are rated "A-1+" by Standard & Poor's if
the amounts on deposit are to be held in the account for no more than 365 days
(or at least "A-2" by Standard & Poor's if the amounts on deposit are to be held
in the account for no more than 30 days), or the long-term unsecured debt
obligations of which are rated at least "AA-" by Standard & Poor's if the
amounts on deposit are to be held in the account for no more than 365 days, and
the commercial paper, short-term debt obligations or other short-term deposits
of which are rated at least "P-1" by Moody's and "F1+" by Fitch (or a comparable
rating if another Rating Agency is specified by the Depositor by written notice
to the Servicer and the Trustee) (in each case, to the extent they are
designated as Rating Agencies in the Preliminary Statement).

ERISA: The Employee Retirement Income Security Act of 1974, as
amended.

ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements of Prohibited
Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002) (or any
successor thereto), or any substantially similar administrative exemption
granted by the U.S. Department of Labor.

ERISA-Restricted Certificate: As specified in the Preliminary
Statement.

Escrow Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.09(b).

Escrow Payments: As defined in Section 3.09(b).

Event of Default: As defined in Section 7.01.

Excess Reserve Fund Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Sections 3.07(b) and 3.07(c) in the
name of the Trustee for the benefit of the Regular Certificateholders and
designated "Deutsche Bank National Trust Company in trust for registered holders
of Securitized Asset Backed Receivables LLC Trust 2006-WM3, Mortgage
Pass-Through Certificates, Series 2006-WM3". Funds in the Excess Reserve Fund
Account shall be held in trust for the Regular Certificateholders for the uses
and purposes set forth in this Agreement. Amounts on deposit in the Excess
Reserve Fund Account shall not be invested.

Excess Subordinated Amount: With respect to any Distribution Date,
the excess, if any, of (a) the Subordinated Amount on such Distribution Date
over (b) the Specified Subordinated Amount for such Distribution Date.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Expense Fee Rate: As to each Mortgage Loan, a per annum rate equal
to the sum of the Servicing Fee Rate and the Trustee Fee Rate.

Expense Fees: As to each Mortgage Loan, the sum of the Servicing Fee
and the Trustee Fee.

Extra Principal Distribution Amount: As of any Distribution Date,
the lesser of (x) the related Total Monthly Excess Spread for such Distribution
Date and (y) the related Subordination Deficiency for such Distribution Date.

Fannie Mae: The Federal National Mortgage Association, or any
successor thereto.

Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie Mae
Servicers' Guide and all amendments or additions thereto.

FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.

Final Recovery Determination: With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Responsible Party as contemplated by this Agreement), a determination
made by the Servicer that all Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and other payments or recoveries which the Servicer, in its
reasonable good faith judgment, expects to be finally recoverable in respect
thereof have been so recovered. The Servicer shall maintain records, prepared by
a Servicing Officer, of each Final Recovery Determination made thereby.

Final Scheduled Distribution Date: The Final Scheduled Distribution
Date for each Class of Certificates is the Distribution Date occurring in
October 2036.

First-Lien Mortgage Loan: A Mortgage Loan secured by a first-lien
Mortgage on the related Mortgaged Property.

Fitch: Fitch, Inc., or any successor thereto. If Fitch is designated
as a Rating Agency in the Preliminary Statement, for purposes of Section
10.05(c) the address for notices to Fitch shall be Fitch, Inc., One State Street
Plaza, New York, New York 10004, Attention: MBS Monitoring - Securitized Asset
Backed Receivables LLC Trust 2006-WM3, or such other address as Fitch may
hereafter furnish to the Depositor, the Trustee and the Servicer.

Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.

Form 8-K Disclosure Information: As defined in Section 8.12(g).

Freddie Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.

Gross Margin: With respect to each Adjustable Rate Mortgage Loan,
the fixed percentage amount set forth in the related Mortgage Note to be added
to the applicable Index to determine the Mortgage Rate.

High Cost Loan: A Mortgage Loan (a) covered by the Home Ownership
and Equity Protection Act of 1994 ("HOEPA"), (b) with an "annual percentage
rate" or total "points and fees" payable by the related Mortgagor (as each such
term is calculated under HOEPA) that exceed the thresholds set forth by HOEPA
and its implementing regulations, including 12 C.F.R. ss. 226.32(a)(1)(i) and
(ii), (c) classified as a "high cost home," "threshold," "covered," (excluding
New Jersey "Covered Home Loans" as that term was defined in clause (1) of the
definition of that term in the New Jersey Home Ownership Security Act of 2002
that were originated between November 26, 2003 and July 7, 2004), "high risk
home," "predatory" or similar loan under any other applicable state, federal 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) or
(d) a Mortgage Loan categorized as High Cost pursuant to Appendix E of Standard
& Poor's Glossary.

Home Loan: A Mortgage Loan categorized as Home Loan pursuant to
Appendix E of Standard & Poor's Glossary.

HomEq: Barclays Capital Real Estate Inc. d/b/a HomEq Servicing, a
Delaware corporation, and its successors in interest.

Index: As to each Adjustable Rate Mortgage Loan, the index from time
to time in effect for the adjustment of the Mortgage Rate set forth as such on
the related Mortgage Note.

Initial Certification: As defined in Section 2.02.

Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy, including all riders and endorsements thereto
in effect, including any replacement policy or policies for any Insurance
Policies.

Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

Interest Accrual Period: With respect to each Class of Non-Delay
Certificates and the Corresponding Class of Lower Tier REMIC Regular Interests
and any Distribution Date, the period commencing on the Distribution Date
occurring in the month preceding the month in which the current Distribution
Date occurs and ending on the day immediately preceding the current Distribution
Date (or, in the case of the first Distribution Date, the period from and
including the Closing Date to but excluding such first Distribution Date). With
respect to each Lower Tier REMIC Regular Interest (other than each Corresponding
Class of Lower Tier REMIC Regular Interest) and each Pooling Tier REMIC-1
Regular Interest and Pooling Tier REMIC-2 Regular Interest and any Distribution
Date, the calendar month preceding such Distribution Date. For purposes of
computing interest accruals on each Class of Non-Delay Certificates, each
Interest Accrual Period has the actual number of days in such month and each
year is assumed to have 360 days.

Interest Rate Adjustment Date: With respect to each Adjustable Rate
Mortgage Loan, the date, specified in the related Mortgage Note and the Mortgage
Loan Schedule, on which the Mortgage Rate is adjusted.

Interest Rate Cap Payment: With respect to the Cap Agreement and for
any Distribution Date, the amount, if any, required to be paid by the Cap
Provider on such Distribution Date under the Cap Agreement.

Interest Rate Swap Agreement: The interest rate swap agreement,
dated as of December 1, 2006 between the Swap Provider and the Trustee, on
behalf of the Trust, a copy of which is attached hereto as Exhibit T.

Interest Remittance Amount: With respect to any Distribution Date,
that portion of Available Funds attributable to interest received or advanced
with respect to the Mortgage Loans, net of the fees payable to the Servicer and
the Trustee, and net of any Net Swap Payments and Swap Termination Payments,
other than Defaulted Swap Termination Payments, payable to the Swap Provider
with respect to such Distribution Date.

Investment Account: As defined in Section 3.12(a).

Investor: With respect to each MERS Designated Mortgage Loan, the
Person named on the MERS System as the investor pursuant to the MERS Procedures
Manual.

IRS: The Internal Revenue Service.

Late Collections: With respect to any Mortgage Loan and any Due
Period, all amounts received after the Determination Date immediately following
such Due Period, whether as late payments of Scheduled Payments or as Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds, Subsequent Recoveries 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.

LIBOR: With respect to any Interest Accrual Period for the LIBOR
Certificates, the rate determined by the Trustee on the related LIBOR
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 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 rates at
which one-month U.S. dollar deposits are offered by the Reference Banks at
approximately 11:00 a.m. (London time) on such date to prime banks in the London
interbank market. In such event, the Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that date will be the
arithmetic mean of the quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16%). If fewer than two quotations are provided as
requested, the rate for that date will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Trustee (after
consultation with the Depositor), at approximately 11:00 a.m. (New York City
time) on such date for one-month U.S. dollar loans to leading European banks.

LIBOR Certificates: As specified in the Preliminary Statement.

LIBOR Determination Date: With respect to any Interest Accrual
Period for the LIBOR Certificates, the second London Business Day preceding the
commencement of such Interest Accrual Period.

Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
Servicer has certified to the Trustee that it has received all amounts it
expects to receive in connection with the liquidation of such Mortgage Loan
including the final disposition of an REO Property.

Liquidation Proceeds: Cash received in connection with the
liquidation of a Liquidated Mortgage Loan, whether through a trustee's sale,
foreclosure sale or otherwise.

Loan-to-Value Ratio or LTV: As of any date and as to any First-Lien
Mortgage Loan, the ratio (expressed as a percentage) of the outstanding
principal balance of the First-Lien Mortgage Loan to (a) in the case of a
purchase, the lesser of (i) the sale price of the Mortgaged Property and (ii)
the lesser of (y) its appraised value at the time of sale or (z) the appraised
value determined by a review appraisal conducted by the Responsible Party, or
(b) in the case of a refinancing or modification, the lesser of (i) the
appraised value of the Mortgaged Property at the time of the refinancing or
modification or (ii) the appraised value determined by a review appraisal
conducted by the Responsible Party.

London Business Day: Any day on which dealings in deposits of United
States dollars are transacted in the London interbank market.

Lower Tier REMIC: As described in the Preliminary Statement.

Lower Tier REMIC Interest Rate: As described in the Preliminary
Statement.

Lower Tier REMIC Regular Interest: Each of the Class LT-A-1, Class
LT-A-2, Class LT-A-3, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4,
Class LT-M-5, Class LT-B-1, Class LT-B-2, Class LT-B-3, Class LT-B-4, Class
LT-IO and Class LT-Accrual Interests as described in the Preliminary Statement.

Lower Tier REMIC Principal Amount: The principal balance of each
Lower Tier REMIC Regular Interest, determined as set forth in the Preliminary
Statement. The Lower Tier REMIC Principal Amount shall be computed to at least
eight (8) decimal places.

Lower Tier REMIC Net WAC Rate: A per annum variable rate equal to
the weighted average of the Pooling Tier REMIC-2 Interest Rates of the Pooling
Tier REMIC-2 Regular Interests (other than the Pooling Tier REMIC-2 IO
Interests).

Maximum Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan, a rate that (i) is set forth on the Data Tape Information and in the
related Mortgage Note and (ii) is the maximum interest rate to which the
Mortgage Rate on such Adjustable Rate Mortgage Loan may be increased during the
lifetime of such Adjustable Rate Mortgage Loan.

MERS: Mortgage Electronic Registration Systems, Inc., a Delaware
corporation, and its successors in interest.

MERS Designated Mortgage Loan: Mortgage Loans for which (a) the
Responsible Party has designated or will designate MERS as, and has taken or
will take such action as is necessary to cause MERS to be, the mortgagee of
record, as nominee for the Responsible Party, in accordance with the MERS
Procedure Manual and (b) the Responsible Party has designated or will designate
the Purchaser as the Investor on the MERS System.

MERS Procedure Manual: The MERS Procedures Manual, as it may be
amended, supplemented or otherwise modified from time to time.

MERS(R) System: MERS mortgage electronic registry system, as more
particularly described in the MERS Procedures Manual.

Minimum Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan, a rate that (i) is set forth on the Data Tape Information and in the
related Mortgage Note and (ii) is the minimum interest rate to which the
Mortgage Rate on such Adjustable Rate Mortgage Loan may be decreased during the
lifetime of such Adjustable Rate Mortgage Loan.

Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.03.

Moody's: Moody's Investors Service, Inc. If Moody's is designated as
a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(c)
the address for notices to Moody's shall be Moody's Investors Service, Inc., 99
Church Street, New York, New York 10007, Attention: Residential Mortgage
Pass-Through Group, or such other address as Moody's may hereafter furnish to
the Depositor, the Trustee and the Servicer.

Mortgage: The mortgage, deed of trust or other instrument identified
on the Mortgage Loan Schedule as securing a Mortgage Note.

Mortgage File: The items pertaining to a particular Mortgage Loan
contained in either the Servicing File or Custodial File.

Mortgage Loan: An individual Mortgage Loan that is the subject of
this Agreement, each Mortgage Loan originally sold and subject to this Agreement
being identified on the Mortgage Loan Schedule, which Mortgage Loan includes,
without limitation, the Mortgage File, the Scheduled Payments, Principal
Prepayments, Liquidation Proceeds, Subsequent Recoveries, Condemnation Proceeds,
Insurance Proceeds, REO Disposition proceeds, Prepayment Charges, and all other
rights, benefits, proceeds and obligations arising from or in connection with
such Mortgage Loan, excluding replaced or repurchased Mortgage Loans.

Mortgage Loan Schedule: A schedule of Mortgage Loans delivered to
the Trustee and Custodian and referred to as Schedule I, such schedule setting
forth the Data Tape Information with respect to each Mortgage Loan. In addition,
the Mortgage Loan Schedule shall include the Original Sale Date for each
Mortgage Loan.

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

Mortgage Rate: The annual rate of interest borne on a Mortgage Note,
which shall be adjusted from time to time in the case of an Adjustable Rate
Mortgage Loan.

Mortgage Rate Caps: With respect to an Adjustable Rate Mortgage
Loan, the Periodic Mortgage Rate Cap, the Maximum Mortgage Rate, and the Minimum
Mortgage Rate for such Mortgage Loan.

Mortgaged Property: With respect to each Mortgage Loan, the real
property (or leasehold estate, if applicable) identified on the Mortgage Loan
Schedule as securing repayment of the debt evidenced by the related Mortgage
Note.

Mortgagor: The obligor(s) on a Mortgage Note.

Net Monthly Excess Cash Flow: For any Distribution Date, the amount
remaining for distribution pursuant to Section 4.02(a)(iii) (before giving
effect to distributions pursuant to such subsection).

Net Prepayment Interest Shortfall: For any Distribution Date, the
amount by which the sum of the Prepayment Interest Shortfalls for such
Distribution Date exceeds the sum of (i) all Prepayment Interest Excesses for
such Distribution Date and (ii) Compensating Interest payments made with respect
to such Distribution Date.

Net Swap Payment: With respect to any Distribution Date, any net
payment (other than a Swap Termination Payment) payable by the Trust to the Swap
Provider on the related Fixed Rate Payer Payment Date (as defined in the
Interest Rate Swap Agreement).

Net Swap Receipt: With respect to any Distribution Date, any net
payment (other than a Swap Termination Payment) made by the Swap Provider to the
Trust on the related Floating Rate Payer Payment Date (as defined in the
Interest Rate Swap Agreement), or any amount withdrawn from the reserve account
referred to in the third full paragraph of Section 4.06 that is required under
that paragraph be treated as a Net Swap Receipt for purposes of determining the
distributions from the Supplemental Interest Account.

Net WAC Rate Cap: For any Distribution Date, the product of a per
annum rate equal to (i) the weighted average of the Adjusted Net Mortgage Rates
for the Mortgage Loans then in effect on the beginning of the related Due
Period, minus the product of (A) the Net Swap Payment plus any Swap Termination
Payment (other than a Defaulted Swap Termination Payment), made from Available
Funds to the Swap Provider, if any, expressed as a percentage equal to a
fraction, the numerator of which is equal to the Net Swap Payment plus any Swap
Termination Payment (other than a Defaulted Swap Termination Payment) made from
Available Funds to the Swap Provider and the denominator of which is equal to
the aggregate Stated Principal Balance of the Mortgage Loans at the beginning of
such Due Period and (B) 12 and (ii) a fraction, the numerator of which is 30 and
the denominator of which is the actual number of days in the related Interest
Accrual Period. With respect to the first Due Period and first Distribution Date
only, the Net WAC Rate Cap shall be reduced by a fraction, the numerator of
which is the Closing Date Deposit Amount and the denominator if which is the
Cut-Off Date Pool Principal Balance.

NIM Issuer: The entity established as the issuer of the NIM
Securities.

NIM Securities: Any debt securities secured or otherwise backed by
some or all of the Class X and Class P Certificates that are rated by any Rating
Agency.

NIM Trustee: The trustee for the NIM Securities.

Non-Delay Certificates: As specified in the Preliminary Statement.

Non-Permitted Transferee: A Person other than a Permitted
Transferee.

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

Nonrecoverable Servicing Advance: Any Servicing Advances previously
made or proposed to be made in respect of a Mortgage Loan or REO Property,
which, in accordance with Accepted Servicing Practices, will not or, in the case
of a proposed Servicing Advance, would not be ultimately recoverable from
related Late Collections.

Non-U.S. Person: A person that is not a U.S. Person.

Notice of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates
shall be made only upon presentation and surrender thereof.

Offered Certificates: As specified in the Preliminary Statement.

Officer's Certificate: A certificate signed by an officer of the
Servicer with responsibility for the servicing of the Mortgage Loans and listed
on a list delivered to the Trustee pursuant to this Agreement.

Opinion of Counsel: A written opinion of counsel, who may be
in-house counsel for the Servicer or any Subservicer, reasonably acceptable to
the Trustee (and/or such other Persons as may be set forth herein), provided,
that any Opinion of Counsel relating to (a) qualification of any Trust REMIC or
(b) compliance with the REMIC Provisions, must be (unless otherwise stated in
such Opinion of Counsel) an opinion of counsel who (i) is in fact independent of
the Servicer of the Mortgage Loans, (ii) does not have any material direct or
indirect financial interest in the Servicer of the Mortgage Loans or in an
Affiliate of the Servicer and (iii) is not connected with the Servicer of the
Mortgage Loans as an officer, employee, director or person performing similar
functions.

Optional Termination Date: The Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of
the related Due Period, is equal to 10% or less of the Cut-off Date Pool
Principal Balance.

Original Sale Date: August 31, 2006.

OTS: Office of Thrift Supervision, and any successor thereto.

Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except:

(i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and

(ii) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the Trustee
pursuant to this Agreement.

Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with
a Stated Principal Balance greater than zero which was not the subject of a
Principal Prepayment in Full prior to such Due Date and which did not become a
Liquidated Mortgage Loan prior to such Due Date.

Ownership Interest: As to any Residual Certificate, any ownership
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.

P&I Advance: As to any Mortgage Loan or REO Property, any advance
made by the Servicer in respect of any Remittance Date representing the
aggregate of all payments of principal and interest, net of the Servicing Fee,
that were due during the related Due Period on the Mortgage Loans and that were
delinquent on the related Determination Date, plus certain amounts representing
assumed payments not covered by any current net income on the Mortgaged
Properties acquired by foreclosure or deed in lieu of foreclosure as determined
pursuant to Section 4.01.

Pass-Through Margin: With respect to each Class of Regular
Certificates, the following percentages: Class A-1, 0.050%; Class A-2, 0.160%;
Class A-3, 0.220%; Class M-1, 0.230%; Class M-2, 0.310%; Class M-3, 0.330%;
Class M-4, 0.410%; Class M-5, 0.500%; Class B-1, 0.850%; Class B-2, 2.000%;
Class B-3, 2.250%; and Class B-4, 2.250%. On the first Distribution Date after
the Optional Termination Date, the Pass-Through Margins shall increase to: Class
A-1, 0.100%; Class A-2, 0.320%; Class A-3, 0.440%; Class M-1, 0.345%; Class M-2,
0.465%; Class M-3, 0.495%; Class M-4, 0.615%; Class M-5, 0.750%; Class B-1,
1.275%; Class B-2, 3.000%; Class B-3, 3.375%; and Class B-4, 3.375%.

Pass-Through Rate: For each Class of Certificates and each Class of
Upper Tier REMIC Regular Interest, the per annum rate set forth or calculated in
the manner described in the Preliminary Statement.

PCAOB: The Public Company Accounting Oversight Board.

Percentage Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.

Periodic Mortgage Rate Cap: With respect to an Adjustable Rate
Mortgage Loan, the periodic limit on each Mortgage Rate adjustment as set forth
in the related Mortgage Note.

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 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) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original maturity
of not more than 90 days and, in the case of bankers' acceptances,
shall in no event have an original maturity of more than 365 days or
a remaining maturity of more than 30 days) denominated in United
States dollars and issued by, any Depository Institution and rated
"F1+" by Fitch, "A-1+" by Standard & Poor's, "P-1" by Moody's and
"R-1" by DBRS (in each case, to the extent they are designated as
Rating Agencies in the Preliminary Statement);

(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);

(iv) securities (which shall in no event have an original
maturity of more than 365 days) 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 Standard & Poor's and Moody's (in each case, to the
extent they are designated as Rating Agencies in the Preliminary
Statement), and by each other 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 Standard & Poor's and
Moody's (in each case, to the extent they are designated as Rating
Agencies in the Preliminary Statement), and by each other 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, including money market funds
managed or advised by the Depositor, the Trustee or an Affiliate
thereof, that have been rated "Aaa" by Moody's, "AAAm" or "AAAm-G"
by Standard & Poor's and, if rated by Fitch, at least "AAA" by Fitch
and "R-1" by DBRS (in each case, to the extent they are designated
as Rating Agencies in the Preliminary Statement); 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 each of the Rating
Agencies as a permitted investment of funds backing "Aaa" or "AAA"
rated securities;

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

Permitted Transferee: Any Person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, international organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) a Person that is a
Disqualified Non-U.S. Person or a U.S. Person with respect to whom income from a
Residual Certificate is attributable to a foreign permanent establishment or
fixed base, within the meaning of an applicable income tax treaty, of such
Person or any other U.S. Person, (vi) an "electing large partnership" within the
meaning of Section 775 of the Code and (vii) any other Person so designated by
the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
Interest in a Residual Certificate to such Person may cause any Trust REMIC to
fail to qualify as a REMIC at any time that the Certificates are outstanding.
The terms "United States," "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions. A
corporation will not be treated as an instrumentality of the United States or of
any State or political subdivision thereof for these purposes if all of its
activities are subject to tax and, with the exception of Freddie Mac, a majority
of its board of directors is not selected by such government unit.

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

Physical Certificates: As specified in the Preliminary Statement.

Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans for such
Distribution Date that were Outstanding Mortgage Loans on the Due Date in the
related Due Period.

Pooling Tier REMIC-1: As described in the Preliminary Statement.

Pooling Tier REMIC-1 Interest Rate: As described in the Preliminary
Statement.

Pooling Tier REMIC-1 Net WAC Rate: With respect to the Mortgage
Loans as of any Distribution Date, a per annum rate equal to (a) the weighted
average of the Adjusted Net Mortgage Rates then in effect on the beginning of
the related Due Period on the Mortgage Loans multiplied by (b) 30 divided by the
actual number of days in the related Interest Accrual Period. With respect to
the first Due Period and first Distribution Date only, the Pooling Tier REMIC 1
Net WAC Rate shall be reduced by a fraction, the numerator of which is the
Closing Date Deposit Amount and the denominator of which is the Cut-off-Date
Pool Principal Balance.

Pooling Tier REMIC-1 Principal Amount: As described in the
Preliminary Statement.

Pooling Tier REMIC-1 Regular Interest: As described in the
Preliminary Statement.

Pooling Tier REMIC-2: As described in the Preliminary Statement.

Pooling Tier REMIC-2 Interest Rate: As described in the Preliminary
Statement.

Pooling Tier REMIC-2 IO Interest: Any of the Pooling Tier REMIC-2
Regular Interests with the designation "IO" in its name.

Pooling Tier REMIC-2 IO Notional Balance: As described in the
Preliminary Statement.

Pooling Tier REMIC-2 Principal Amount: As described in the
Preliminary Statement.

Pooling Tier REMIC-2 Regular Interest: As described in the
Preliminary Statement.

Prepayment Charge: Any prepayment premium, penalty or charge
collected by the Servicer with respect to a Mortgage Loan from a Mortgagor in
connection with any Principal Prepayment pursuant to the terms of the related
Mortgage Note.

Prepayment Interest Excess: With respect to any Distribution Date,
any interest collected by the Servicer with respect to any Mortgage Loan
serviced by the Servicer as to which a Principal Prepayment in Full occurs from
the 1st day of the month through the 15th day of the month in which such
Distribution Date occurs and that represents interest that accrues from the 1st
day of such month to the date of such Principal Prepayment in Full.

Prepayment Interest Shortfall: With respect to any Distribution
Date, the sum of, for each Mortgage Loan that was, during the portion of the
Prepayment Period from the first day of such Prepayment Period through the last
day of the month preceding the month in which such Distribution Date occurs, the
subject of a Principal Prepayment which is not accompanied by an amount equal to
one month of interest that would have been due on such Mortgage Loan on the Due
Date that occurs during such Prepayment Period and which was applied by the
Servicer to reduce the outstanding principal balance of such Mortgage Loan on a
date preceding such Due Date, an amount equal to the product of (a) the Mortgage
Rate net of the Servicing Fee Rate for such Mortgage Loan, (b) the amount of the
Principal Prepayment for such Mortgage Loan, (c) 1/360 and (d) the number of
days commencing on the date on which such Principal Prepayment was applied and
ending on the last day of the calendar month in which the related Prepayment
Period begins.

Prepayment Period: With respect to any Distribution Date, either (i)
with respect to any Principal Prepayments in Full, the period from and including
the 16th day of the month preceding the month in which such Distribution Date
occurs (or, in the case of the first Distribution Date, from the Cut-off Date)
to and including the 15th day of the month in which such Distribution Date
occurs, or (ii) with respect to any partial Principal Prepayments, the calendar
month preceding the month in which such Distribution Date occurs.

Principal Distribution Amount: For any Distribution Date, the sum of
(i) the Basic Principal Distribution Amount for such Distribution Date and (ii)
the Extra Principal Distribution Amount for such Distribution Date.

Principal Prepayment: Any full or partial payment or other recovery
of principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan)
which is received in advance of its scheduled Due Date, excluding any Prepayment
Charge thereon and which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.

Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.

Principal Remittance Amount: With respect to any Distribution Date,
the amount equal to the sum of the following amounts (without duplication) with
respect to the related Due Period: (i) each Scheduled Payment of principal on a
Mortgage Loan due during such Due Period and received by the Servicer on or
prior to the related Determination Date or advanced by the Servicer for the
related Remittance Date, (ii) all Principal Prepayments received during the
related Prepayment Period; (iii) all net Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds on the Mortgage Loans allocable to principal,
and all Subsequent Recoveries, actually collected by the Servicer during the
related Prepayment Period; (iv) the portion of the Repurchase Price allocable to
principal with respect to each Mortgage Loan repurchased on or prior to the
related Determination Date; (v) all Substitution Adjustment Amounts allocable to
principal with respect to the substitutions of Mortgage Loans that occur on or
prior to the related Determination Date; (vi) the allocable portion of the
proceeds received with respect to the termination of the Trust Fund pursuant to
clause (a) of Section 9.01 (to the extent such proceeds relate to principal) and
(vii) with respect to the Distribution Date in December 2006 only, the Closing
Date Deposit Amount.

Private Certificates: As specified in the Preliminary Statement.

Prospectus Supplement: The Prospectus Supplement, dated November 29,
2006, relating to the Offered Certificates.

PTCE 95-60: As defined in Section 5.02(b).

PUD: A planned unit development.

Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as
of July 1, 2006, by and between the Responsible Party and the Sponsor.

Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee. References
herein to a given rating or rating category of a Rating Agency shall mean such
rating category without giving effect to any modifiers. For purposes of Section
10.05(c), the addresses for notices to each Rating Agency shall be the address
specified therefor in the definition corresponding to the name of such Rating
Agency, or such other address as such Rating Agency may hereafter furnish to the
Depositor, the Trustee and the Servicer.

Realized Losses: With respect to any date of determination and any
Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid principal
balance of such Liquidated Mortgage Loan together with accrued and unpaid
interest thereon exceeds (b) the Liquidation Proceeds with respect thereto net
of the expenses incurred by the Servicer in connection with the liquidation of
such Liquidated Mortgage Loan and net of the amount of unreimbursed Servicing
Advances with respect to such Liquidated Mortgage Loan.

Replacement Swap Provider Payment: As defined in Section 4.06.

Record Date: With respect to any Distribution Date, the close of
business on the Business Day immediately preceding such Distribution Date;
provided, however, that, for any Definitive Certificate, the Record Date shall
be the close of business on the last Business Day of the month preceding the
month in which such Distribution Date occurs.

Reference Bank: As defined in Section 4.04.

Regular Certificates: As specified in the Preliminary Statement.

Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.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. 1,506-1,631 (January 7, 2005))
or by the staff of the Commission, or as may be provided by the Commission or
its staff from time to time.

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 Servicemembers Civil Relief Act or any similar state
statutes.

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

REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as the foregoing may be in effect from
time to time as well as provisions of applicable state laws.

Remittance Date: With respect to any Distribution Date, the second
Business Day immediately preceding such Distribution Date.

REO Disposition: The final sale by the Servicer of any REO Property.

REO Imputed Interest: As to any REO Property, for any period, an
amount equivalent to interest (at the Mortgage Rate net of the Servicing Fee
Rate that would have been applicable to the related Mortgage Loan had it been
outstanding) on the unpaid principal balance of the Mortgage Loan as of the date
of acquisition thereof (as such balance is reduced pursuant to Section 3.17 by
any income from the REO Property treated as a recovery of principal).

REO Mortgage Loan: A Mortgage Loan where title to the related
Mortgaged Property has been obtained by the Servicer in the name of the Trustee
on behalf of the Certificateholders.

REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.

Reportable Event: As defined in Section 8.12(g).

Repurchase Price: With respect to any Mortgage Loan, an amount equal
to the sum of (i) the unpaid principal balance of such Mortgage Loan as of the
date of repurchase, (ii) interest on such unpaid principal balance of such
Mortgage Loan at the Mortgage Rate from the last date through which interest has
been paid to the date of repurchase, (iii) all unreimbursed Servicing Advances
and (iv) all expenses incurred by the Trustee arising out of the Trustee's
enforcement of the applicable Person's repurchase obligation hereunder or under
the Sponsor Representation Letter.

Request for Release: The Request for Release submitted by the
Servicer to the Custodian (with a copy to the Trustee), substantially in the
form of Exhibit J.

Residual Certificates: As specified in the Preliminary Statement.

Responsible Officer: When used with respect to the Trustee, any vice
president, any assistant vice president, any assistant secretary, any assistant
treasurer, any associate, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers who at such time shall be officers to whom, with respect to a
particular matter, such matter is referred because of such officer's knowledge
of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Agreement.

Responsible Party: WMC Mortgage Corp., a California corporation, and
its successors in interest.

Rule 144A Letter: As defined in Section 5.02(b).

Sarbanes Certification: As defined in Section 8.12(c).

Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.

Second-Lien Mortgage Loan: A Mortgage Loan secured by a second-lien
Mortgage on the related Mortgaged Property.

Securities Act: The Securities Act of 1933, as amended.

Senior Enhancement Percentage: With respect to any Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class
Certificate Balance of the Subordinated Certificates and (ii) the Subordinated
Amount (in each case after taking into account the distribution of the Principal
Distribution Amount, including any principal payments on such Classes from the
Supplemental Interest Account and the Supplemental Float Account, for such
Distribution Date) by (y) the aggregate Stated Principal Balance of the Mortgage
Loans for such Distribution Date.

Senior Specified Enhancement Percentage: As of any date of
determination, 36.80%.

Sequential Class M Certificates: As specified in the Preliminary
Statement.

Sequential Class M Principal Distribution Amount: With respect to
any Distribution Date, the excess, if any, of (i) the sum of (A) the aggregate
Class Certificate Balances of the Class A certificates (after taking into
account the distribution of the Class A Principal Distribution Amount for such
Distribution Date) and (B) the aggregate Class Certificate Balances of the
Sequential Class M Certificates immediately prior to such Distribution Date over
(ii) the lesser of (A) 79.10% of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date over $4,994,746.

Servicer: Barclays Capital Real Estate Inc. d/b/a HomEq Servicing, a
Delaware corporation, and its successors in interest, and if a successor
servicer is appointed hereunder, such successor.

Servicer Remittance Report: As defined in Section 4.03(d).

Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred by the Servicer in the performance of
its servicing obligations in connection with a default, delinquency or other
unanticipated event, including, but not limited to, the cost of (i) the
preservation, restoration, inspection and protection of a Mortgaged Property,
(ii) any enforcement, administrative or judicial proceedings, including
foreclosures and litigation, in respect of a particular Mortgage Loan, (iii) the
management (including reasonable fees in connection therewith) and liquidation
of any REO Property and (iv) the performance of its obligations under Sections
3.01, 3.09, 3.13 and 3.15. The Servicing Advances shall also include any
reasonable "out-of-pocket" costs and expenses (including legal fees) incurred by
the Servicer in connection with executing and recording instruments of
satisfaction, deeds of reconveyance or Assignments of Mortgage in connection
with any satisfaction or foreclosure in respect of any Mortgage Loan to the
extent not recovered from the Mortgagor or otherwise payable under this
Agreement. The Servicer shall not be required to make any Nonrecoverable
Servicing Advances.

Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, which as of the Closing Date are listed on Exhibit P
hereto.

Servicing Fee: With respect to each Mortgage Loan and for any
calendar month, an amount equal to one month's interest (or in the event of any
payment of interest which accompanies a Principal Prepayment in Full made by the
Mortgagor during such calendar month, interest for the number of days covered by
such payment of interest) at the Servicing Fee Rate on the applicable Stated
Principal Balance of such Mortgage Loan as of the first day of the related Due
Period. Such fee shall be payable monthly, and shall be prorated for any portion
of a month during which the Mortgage Loan is serviced by the Servicer under this
Agreement. The Servicing Fee is payable solely from the interest portion
(including recoveries with respect to interest from Liquidation Proceeds,
Subsequent Recoveries, Insurance Proceeds, Condemnation Proceeds and proceeds
received with respect to REO Properties) of such Scheduled Payment collected by
the Servicer, or as otherwise provided under Section 3.11.

Servicing Fee Rate: With respect to each Mortgage Loan, 0.50% per
annum with respect to each remaining Distribution Date.

Servicing File: With respect to each Mortgage Loan, the file
retained by the Servicer consisting of originals or copies of all documents in
the Mortgage File which are not delivered to the Custodian in the Custodial File
and copies of the Mortgage Loan Documents set forth in Exhibit K hereto.

Servicing Function Participant: As defined in Section 3.23(a).

Servicing Officer: Any employee or officer of the Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans
whose name and facsimile signature appear on a list of servicing officers
furnished to the Trustee by the Servicer on the Closing Date pursuant to this
Agreement, as such list may from time to time be amended.

Servicing Transfer Date: With respect to each Mortgage Loan,
September 30, 2006.

Similar Law: As defined in Section 5.02(b).

60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect to
which any portion of a Scheduled Payment is, as of the last day of the prior Due
Period (not including a Mortgage Loan that became a Liquidated Mortgage Loan
after such last day of the prior Due Period and on or prior to the end of the
Prepayment Period in which such Due Period ends), 60 days or more delinquent,
each Mortgage Loan in foreclosure, each Mortgage Loan related to REO Property
and each Mortgage Loan where the related Mortgagor has filed for bankruptcy.

Specified Subordinated Amount: Prior to the Stepdown Date, an amount
equal to 1.90% of the Cut-off Date Pool Principal Balance. On and after the
Stepdown Date, an amount equal to 3.80% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date, subject, until the
Class Certificate Balance of each Class of LIBOR Certificates has been reduced
to zero, to a minimum amount equal to 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date; provided, however, that
if, on any Distribution Date, a Trigger Event exists, the Specified Subordinated
Amount shall not be reduced to the applicable percentage of the then current
aggregate Stated Principal Balance of the Mortgage Loans but instead remain the
same as the prior period's Specified Subordinated Amount until the Distribution
Date on which a Trigger Event no longer exists. When the Class Certificate
Balance of each Class of LIBOR Certificates has been reduced to zero, the
Specified Subordinated Amount will thereafter equal zero.

Sponsor: Sutton Funding LLC, a Delaware limited liability company,
and its successors in interest.

Sponsor Representation Letter: The Side Letter, dated as of December
1, 2006, by and between the Sponsor and the Depositor, a copy of which is
attached hereto as Exhibit O.

Standard & Poor's: Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. If Standard & Poor's is designated as a Rating
Agency in the Preliminary Statement, for purposes of Section 10.05(c) the
address for notices to Standard & Poor's shall be Standard & Poor's, 55 Water
Street, New York, New York 10041, Attention: Residential Mortgage Surveillance
Group - Securitized Asset Backed Receivables LLC Trust 2006-WM3, or such other
address as Standard & Poor's may hereafter furnish to the Depositor, the Trustee
and the Servicer.

Standard & Poor's Glossary: The Standard & Poor's LEVELS(R)
Glossary, as may be in effect from time to time.

Startup Day: The Closing Date.

Stated Principal Balance: As to each Mortgage Loan and as of any
date of determination, (i) the principal balance of the Mortgage Loan at the
Cut-off Date after giving effect to payments of principal due on or before such
date (whether or not received), minus (ii) all amounts previously remitted to
the Trustee with respect to the related Mortgage Loan representing payments or
recoveries of principal including advances in respect of scheduled payments of
principal. For purposes of any Distribution Date, the Stated Principal Balance
of any Mortgage Loan will give effect to any scheduled payments of principal
received by the Servicer on or prior to the related Determination Date or
advanced by the Servicer for the related Remittance Date and any unscheduled
principal payments and other unscheduled principal collections received during
the related Prepayment Period, and the Stated Principal Balance of any Mortgage
Loan that has prepaid in full or has become a Liquidated Mortgage Loan during
the related Prepayment Period shall be zero.

Stepdown Date: The later to occur of (i) the earlier to occur of (a)
the Distribution Date in December 2009 and (b) the Distribution Date following
the Distribution Date on which the aggregate Class Certificate Balances of the
Class A Certificates have been reduced to zero and (ii) the first Distribution
Date on which the Senior Enhancement Percentage (calculated for this purpose
only after taking into account payments of principal on the Mortgage Loans
applied to reduce the Stated Principal Balance of the Mortgage Loans for the
applicable Distribution Date but prior to any applications of Principal
Distribution Amount to the Certificates on such Distribution Date) is greater
than or equal to the Senior Specified Enhancement Percentage.

Subcontractor: Any third-party or Affiliated vendor, subcontractor
or other Person utilized by the Servicer, a Subservicer, the Custodian or the
Trustee, as applicable, that is not responsible for the overall servicing (as
"servicing" is commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to any of the Mortgage
Loans.

Subordinated Amount: As of any Distribution Date, the excess, if
any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date over (b) the aggregate of the Class Certificate Balances
of the LIBOR Certificates as of such Distribution Date (after giving effect to
the payment of the Principal Remittance Amount on such Certificates on such
Distribution Date).

Subordinated Certificates: As specified in the Preliminary
Statement.

Subordination Deficiency: With respect to any Distribution Date, the
excess, if any, of (a) the Specified Subordinated Amount applicable to such
Distribution Date over (b) the Subordinated Amount applicable to such
Distribution Date.

Subordination Reduction Amount: With respect to any Distribution
Date, an amount equal to the lesser of (a) the Excess Subordinated Amount and
(b) the Net Monthly Excess Cash Flow.

Subsequent Recovery: With respect to any Mortgage Loan or related
Mortgaged Property that became a Liquidated Mortgage Loan or was otherwise
disposed of, all amounts received in respect of such Liquidated Mortgage Loan
after an Applied Realized Loss Amount related to such Mortgage Loan or Mortgaged
Property is allocated to reduce the Class Certificate Balance of any Class of
Subordinated Certificates. Any Subsequent Recovery that is received during a
Prepayment Period will be included as part of the Principal Remittance Amount
for the related Distribution Date.

Subservicer: Any Person that services Mortgage Loans on behalf of
the Servicer or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of
the material servicing functions required to be performed by the Servicer under
this Agreement, with respect to some or all of the Mortgage Loans, that are
identified in Item 1122(d) of Regulation AB.

Subservicing Account: As defined in Section 3.08.

Subservicing Agreements: As defined in Section 3.02(a).

Substitute Mortgage Loan: A Mortgage Loan substituted by the
Responsible Party for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in a Request for Release, substantially in the form
of Exhibit J, (i) have a Stated Principal Balance, after deduction of all
Scheduled Payments due in the month of substitution, not in excess of the Stated
Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a
rate not lower than and not more than 1% higher than that 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) be of the
same type as the Deleted Mortgage Loan; and (v) comply with each applicable
representation and warranty set forth in Section 2.03.

Substitution Adjustment Amount: As defined in Section 2.03.

Supplemental Float Account: The trust account created pursuant to
Section 4.07 of this Agreement consisting of any interest or investment income
earned on funds deposited in the Collection Account, subject to Section 3.21(c).
The Supplemental Float Account shall be an asset of Pooling Tier REMIC-1.

Supplemental Interest Account: The trust account created pursuant to
Section 4.06 of this Agreement consisting of the Cap Agreement, the Interest
Rate Swap Agreement, the Class IO Interest and the right to receive Class IO
Shortfalls, subject to the obligation to pay amounts specified in Section 4.06.

Swap LIBOR: With respect to any Distribution Date (and the related
Interest Accrual Period), the product of (i) USD-LIBOR-BBA (as used in the
Interest Rate Swap Agreement), (ii) two, and (iii) the quotient of (a) the
actual number of days in the Interest Accrual Period for the LIBOR Certificates
divided by (b) 30.

Swap Provider: Barclays Bank PLC, a bank authorized and regulated by
the United Kingdom's Financial Services Authority and a member of the London
Stock Exchange, and its successors in interest.

Swap Termination Payment: Any payment payable by the Trust or the
Swap Provider upon termination of the Interest Rate Swap Agreement as a result
of an Event of Default (as defined in the Interest Rate Swap Agreement) or a
Termination Event (as defined in the Interest Rate Swap Agreement).

Tax Matters Person: The Holder of the (i) Class R-I Certificates and
(ii) Class R-II Certificates designated as "tax matters person" of (i) Pooling
Tier REMIC-1 and (ii) Pooling Tier REMIC-2, the Lower Tier REMIC and the Upper
Tier REMIC, respectively, in the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.

Tax Service Contract: As defined in Section 3.09(a).

Telerate Page 3750: The display page currently so designated on the
Bridge Telerate Service (or such other page as may replace that page on that
service for displaying comparable rates or prices).

10-K Filing Deadline: As defined in Section 8.12(c).

Termination Price: As defined in Section 9.01.

Total Monthly Excess Spread: As to any Distribution Date, an amount
equal to the excess, if any, of (i) the interest on the Mortgage Loans (other
than Prepayment Interest Excesses) received by the Servicer on or prior to the
related Determination Date or advanced by the Servicer for the related
Remittance Date (net of Expense Fees) over (ii) the sum of (A) the amounts
payable to the Certificates pursuant to Section 4.02(a)(i) on such Distribution
Date, (B) any Net Swap Payments paid to the Swap Provider and (C) any Swap
Termination Payment (other than a Defaulted Swap Termination Payment) from
Available Funds to the Swap Provider.

Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.

Transfer Affidavit: As defined in Section 5.02(c).

Transferor Certificate: As defined in Section 5.02(b).

Trigger Event: Either a Cumulative Loss Trigger Event or a
Delinquency Trigger Event.

Trust: The express trust created hereunder in Section 2.01(c).

Trust Fund: The corpus of the trust created hereunder consisting of
(i) the Mortgage Loans and all interest and principal with respect thereto
received on or after the related Cut-off Date, other than such amounts which
were due on the Mortgage Loans on or prior to the related Cut-off Date; (ii) the
Collection Account, Excess Reserve Fund Account, the Distribution Account, the
Supplemental Float Account and all amounts deposited therein pursuant to the
applicable provisions of this Agreement; (iii) property that secured a Mortgage
Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or
otherwise; (iv) the Cap Agreement; (v) the Interest Rate Swap Agreement; (vi)
the Supplemental Interest Account; (vii) the Closing Date Deposit Amount; (viii)
the Sponsor Representation Letter; and (ix) all proceeds of the conversion,
voluntary or involuntary, of any of the foregoing.

Trust REMIC: Any of Pooling Tier REMIC-1, Pooling Tier REMIC-2, the
Lower Tier REMIC or the Upper Tier REMIC, as applicable.

Trustee: Deutsche Bank National Trust Company, a national banking
association, and its successors in interest and, if a successor trustee is
appointed hereunder, such successor.

Trustee Fee: As to any Distribution Date, an amount equal to the
product of (a) one-twelfth of the Trustee Fee Rate and (b) the sum of (i) the
aggregate Stated Principal Balance of the Mortgage Loans as of the first day of
the related Due Period, and (ii) with respect to the first Distribution Date
only, the portion of the Closing Date Deposit Amount allocable to principal.

Trustee Fee Rate: With respect to any Distribution Date (commencing
with the January 2007 Distribution Date), the amount charged by the Custodian to
the Trustee for custodial services with respect to the Mortgage Loans performed
by the Custodian during the preceding calendar month (commencing with the month
of December 2006), based on a custodial fee schedule previously furnished by the
Custodian to the Trustee, converted into a per annum rate calculated on the
basis of a 360-day year consisting of twelve 30-day months; provided, however,
that in no event shall such rate exceed 0.002% per annum.

Trustee Float Period: With respect to the Distribution Date and the
related amounts in the Distribution Account, the period commencing on the second
Business Day immediately preceding such Distribution Date and ending on such
Distribution Date.

Underwriters' Exemption: Any exemption listed under footnote 1 of,
and amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487
(2002), or any successor exemption.

Underwriting Guidelines: The underwriting guidelines attached to the
Purchase Agreement.

Unpaid Interest Amount: As of any Distribution Date and any Class of
Certificates, the sum of (a) the portion of the Accrued Certificate Interest
Distribution Amount from Distribution Dates prior to the current Distribution
Date remaining unpaid immediately prior to the current Distribution Date and (b)
interest on the amount in clause (a) above at the applicable Pass-Through Rate
(to the extent permitted by applicable law).

Unpaid Realized Loss Amount: With respect to any Class of
Subordinated Certificates and as to any Distribution Date, is the excess of (i)
the Applied Realized Loss Amounts with respect to such Class over (ii) the sum
of (a) all distributions in reduction of such Applied Realized Loss Amounts on
all previous Distribution Dates, and (b) the amount by which the Class
Certificate Balance of such Class has been increased due to the distribution of
any Subsequent Recoveries on all previous Distribution Dates. Any amounts
distributed to a Class of Subordinated Certificates in respect of any Unpaid
Realized Loss Amount will not be applied to reduce the Class Certificate Balance
of such Class.

Upper Tier Carry Forward Amount: With respect to each Class of LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on such
Distribution Date the Upper Tier REMIC Interest Rate for the Corresponding Class
of Upper Tier REMIC Regular Interest is based upon the Upper Tier REMIC Net WAC
Rate, the excess, if any, of (i) the Accrued Certificate Interest Distribution
Amount such Class of LIBOR Certificates would otherwise be entitled to receive
on such Distribution Date taking into account the Net WAC Rate Cap, over (ii)
the Accrued Certificate Interest Distribution Amount such Class of Upper Tier
REMIC Regular Interest would otherwise be entitled to receive on such
Distribution Date taking into account the Upper Tier REMIC Net WAC Rate and (B)
the Upper Tier Carry Forward Amount for such Class of Certificates for all
previous Distribution Dates not previously paid, together with interest thereon
at a rate equal to the applicable Upper Tier REMIC Interest Rate for such Class
of Certificates for such Distribution Date, without giving effect to the Upper
Tier REMIC Net WAC Rate.

Upper Tier REMIC: As described in the Preliminary Statement.

Upper Tier REMIC Net WAC Rate: For any Distribution Date, the
weighted average of the Lower Tier REMIC Interest Rate of the Lower Tier REMIC
Regular Interests (other than the Class LT-IO Interest), weighted on the basis
of the Lower Tier REMIC Principal Amounts.

Upper Tier REMIC Regular Interest: As described in the Preliminary
Statement.

U.S. Person: (i) A citizen or resident of the United States; (ii) a
corporation (or entity treated as a corporation for tax purposes) created or
organized in the United States or under the laws of the United States or of any
State thereof, including, for this purpose, the District of Columbia; (iii) a
partnership (or entity treated as a partnership for tax purposes) organized in
the United States or under the laws of the United States or of any State
thereof, including, for this purpose, the District of Columbia (unless provided
otherwise by future Treasury regulations); (iv) an estate whose income is
includible in gross income for United States income tax purposes regardless of
its source; or (v) 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 U.S. Persons have authority to control substantial decisions of the trust.
Notwithstanding the last clause of the preceding sentence, to the extent
provided in Treasury regulations, certain trusts in existence on August 20,
1996, and treated as U.S. Persons prior to such date, may elect to continue to
be U.S. Persons.

Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Class X
Certificates, if any (such Voting Rights to be allocated among the Holders of
Certificates of each such Class in accordance with their respective Percentage
Interests), (b) 1% of all Voting Rights shall be allocated to the Class P
Certificates, if any, and (c) the remaining Voting Rights shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for the benefit of the
Certificateholders, without recourse, all the right, title and interest of the
Depositor in and to the Trust Fund, and the Trustee, on behalf of the Trust,
hereby accepts the Trust Fund. On the Closing Date, the Depositor shall pay,
without any right of reimbursement from the Trust, to the Cap Provider the
"Fixed Amount" (as defined in the related Cap Agreement) due and payable to the
Cap Provider pursuant to the terms of each Cap Agreement.

(b) In connection with the transfer and assignment of each Mortgage
Loan, the Depositor has delivered or caused to be delivered to the Custodian the
following documents or instruments with respect to each Mortgage Loan so
assigned:

(i) the original Mortgage Note bearing all intervening endorsements
showing a complete chain of endorsement from the originator to the last
endorsee, endorsed "Pay to the order of _____________, without recourse"
and signed (which may be by facsimile signature) in the name of the last
endorsee by an authorized officer. To the extent that there is no room on
the face of the Mortgage Notes for endorsements, the endorsement may be
contained on an allonge, unless state law does not so allow and the
Custodian is so advised in writing by the Responsible Party that state law
does not so allow;

(ii) the original of any guarantee executed in connection with the
Mortgage Note;

(iii) the original Mortgage with evidence of recording thereon or a
certified true copy of such Mortgage submitted for recording. If, in
connection with any Mortgage Loan, the original Mortgage cannot be
delivered with evidence of recording thereon on or prior to the Closing
Date because of a delay caused by the public recording office where such
Mortgage has been delivered for recordation or because such Mortgage has
been lost or because such public recording office retains the original
recorded Mortgage, the Responsible Party shall deliver or cause to be
delivered to the Custodian a photocopy of such Mortgage, together with (A)
in the case of a delay caused by the public recording office, an Officer's
Certificate of the Responsible Party (or certified by the title company,
escrow agent, or closing attorney) stating that such Mortgage has been
dispatched to the appropriate public recording office for recordation and
that the original recorded Mortgage or a copy of such Mortgage certified
by such public recording office to be a true and complete copy of the
original recorded Mortgage will be promptly delivered to the Custodian
upon receipt thereof by the Responsible Party; or (B) in the case of a
Mortgage where a public recording office retains the original recorded
Mortgage or in the case where a Mortgage is lost after recordation in a
public recording office, a copy of such Mortgage certified by such public
recording office to be a true and complete copy of the original recorded
Mortgage;

(iv) the originals of all assumption, modification, consolidation
and extension agreements, if any, with evidence of recording thereon;

(v) the original Assignment of Mortgage for each Mortgage Loan
endorsed in blank (except with respect to MERS Designated Loans);

(vi) the originals of all intervening assignments of Mortgage (if
any) evidencing a complete chain of assignment from the applicable
originator to the last endorsee (or, in the case of a MERS Designated
Loan, MERS) with evidence of recording thereon, or if any such intervening
assignment has not been returned from the applicable recording office or
has been lost or if such public recording office retains the original
recorded assignments of Mortgage, the Responsible Party shall deliver or
cause to be delivered a photocopy of such intervening assignment, together
with (A) in the case of a delay caused by the public recording office, an
Officer's Certificate of the Responsible Party or a certificate from an
escrow company, a title company or a closing attorney stating that such
intervening assignment of Mortgage has been dispatched to the appropriate
public recording office for recordation and that such original recorded
intervening assignment of Mortgage or a copy of such intervening
assignment of Mortgage certified by the appropriate public recording
office to be a true and complete copy of the original recorded intervening
assignment of Mortgage will be promptly delivered to the Custodian upon
receipt thereof by the Responsible Party; or (B) in the case of an
intervening assignment where a public recording office retains the
original recorded intervening assignment or in the case where an
intervening assignment is lost after recordation in a public recording
office, a copy of such intervening assignment certified by such public
recording office to be a true and complete copy of the original recorded
intervening assignment;

(vii) the original mortgagee title insurance policy or, in the event
such original title policy is unavailable, a copy of the title policy,
certified by the Responsible Party, or certified true copy of the related
policy binder or commitment for title certified to be true and complete by
the title insurance company;

(viii) the original or, if unavailable, a copy of any security
agreement, chattel mortgage or equivalent document executed in connection
with the Mortgage (if provided); and

(ix) if any of the above documents has been executed by a person
holding a power of attorney, an original or photocopy of such power
certified by the Responsible Party to be a true and correct copy of the
original.

To the extent not previously delivered to the Sponsor pursuant to
the Purchase Agreement, the Responsible Party shall promptly upon receipt from
the respective recording office cause to be delivered to the Custodian the
original recorded document described in (iii), (iv) and (vi) above.

From time to time, the Responsible Party, the Depositor or the
Servicer, as applicable, shall forward to the Custodian, additional original
documents, additional documents evidencing an assumption, modification,
consolidation or extension of a Mortgage Loan, in accordance with the terms of
this Agreement upon receipt of such documents. All such mortgage documents held
by the Custodian as to each Mortgage Loan shall constitute the "Custodial File."

To the extent not previously delivered to the Sponsor pursuant to
this Agreement, on or prior to the Closing Date, the Responsible Party shall
deliver to the Custodian, Assignments of Mortgages, in blank, for each Mortgage
Loan that is not a MERS Designated Loan. No later than thirty (30) Business Days
following the later of the Closing Date and the date of receipt by the Servicer
of the complete recording information for a Mortgage, the Servicer shall
promptly submit or cause to be submitted for recording, at the expense of the
Responsible Party and at no expense to the Trust Fund, the Custodian, the
Servicer or the Depositor, in the appropriate public office for real property
records, each Assignment of Mortgage referred to in Section 2.01(b)(v).
Notwithstanding the foregoing, however, for administrative convenience and
facilitation of servicing and to reduce closing costs, the Assignments of
Mortgage shall not be required to be completed and submitted for recording with
respect to any Mortgage Loan (i) if the Custodian, the Trustee and each Rating
Agency have received an Opinion of Counsel, satisfactory in form and substance
to the Custodian, the Trustee and each Rating Agency to the effect that the
recordation of such Assignments of Mortgage in any specific jurisdiction is not
necessary to protect the Trustee's interest in the related Mortgage Note, (ii)
if such Mortgage Loan is a MERS Designated Mortgage Loan or (iii) if the Rating
Agencies have each notified the Depositor and the Servicer in writing that not
recording any such Assignments of Mortgage would not cause the initial ratings
on any LIBOR Certificates to be downgraded or withdrawn; provided, however, that
the Servicer shall not be held responsible or liable for any loss that occurs
because an Assignment of Mortgage was not recorded, but only to the extent the
Servicer does not have prior knowledge of the act or omission that causes such
loss. Unless the Depositor gives the Servicer notice to the contrary, the
Depositor is deemed to have given the Servicer notice that the condition set
forth in clause (iii) above is applicable. In addition to the foregoing, the
Servicer shall cause each Assignment of Mortgage to be recorded in accordance
with Accepted Servicing Practices in order to convey, upon foreclosure, the
title of any Mortgaged Property to the Trust as set forth in Section 3.17
hereof. If the Assignment of Mortgage is to be recorded, the applicable Mortgage
shall be assigned by the Responsible Party, at the expense of the Responsible
Party to "Deutsche Bank National Trust Company, as trustee under the Pooling and
Servicing Agreement dated as of November 1, 2006, Securitized Asset Backed
Receivables LLC Trust 2006-WM3." In the event that any such Assignment of
Mortgage is lost or returned unrecorded because of a defect therein, the
Responsible Party shall promptly cause to be delivered a substitute Assignment
of Mortgage to cure such defect and thereafter cause each such assignment to be
duly recorded at no expense to the Trust Fund.

On or prior to the Closing Date, the Depositor shall deliver to the
Trustee and the Custodian a copy of the Data Tape Information in electronic,
machine readable medium in a form mutually acceptable to the Depositor, the
Trustee and the Custodian. Within ten (10) Business Days of the Closing Date,
the Depositor shall deliver a copy of the complete Mortgage Loan Schedule to the
Custodian and the Trustee.

In the event that such original or copy of any document submitted
for recordation to the appropriate public recording office is not so delivered
to the Custodian within 180 days (or such other time period as may be required
by any Rating Agency) following the Closing Date, and in the event that the
Responsible Party does not cure such failure within 30 days of discovery or
receipt of written notification of such failure from the Depositor, the related
Mortgage Loan shall, upon the request of the Depositor, be repurchased by the
Responsible Party at the price and in the manner specified in Section 2.03. The
foregoing repurchase obligation shall not apply in the event that the
Responsible Party cannot deliver such original or copy of any document submitted
for recordation to the appropriate public recording office within the specified
period due to a delay caused by the recording office in the applicable
jurisdiction; provided, that the Responsible Party shall instead deliver a
recording receipt of such recording office or, if such recording receipt is not
available, an officer's certificate of an officer of the Responsible Party,
confirming that such document has been accepted for recording.

Notwithstanding anything to the contrary contained in this Section
2.01, in those instances where the public recording office retains or loses the
original Mortgage or assignment after it has been recorded, the obligations of
the Responsible Party shall be deemed to have been satisfied upon delivery by
the Responsible Party to the Custodian, prior to the Closing Date of a copy of
such Mortgage or assignment, as the case may be, certified (such certification
to be an original thereof) by the public recording office to be a true and
complete copy of the recorded original thereof.

(c) 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 (the "Trust") to be known, for convenience, as "Securitized Asset Backed
Receivables LLC Trust 2006-WM3" and Deutsche Bank National Trust Company is
hereby appointed as Trustee in accordance with the provisions of this Agreement.
The parties hereto acknowledge and agree that it is the policy and intention of
the Trust to acquire only Mortgage Loans meeting the requirements set forth in
this Agreement, including without limitation, the representation and warranty
set forth in paragraph (aaa) of Schedule III. The Trust's fiscal year is the
calendar year.

(d) The Trust shall have the capacity, power and authority, and the
Trustee on behalf of the Trust is hereby authorized, to accept the sale,
transfer, assignment, set over and conveyance by the Depositor to the Trust of
all the right, title and interest of the Depositor in and to the Trust Fund
(including, without limitation, the Mortgage Loans, the Cap Agreement and the
Interest Rate Swap Agreement) pursuant to Section 2.01(a). The Trustee on behalf
of the Trust is hereby authorized to enter into the Cap Agreement and the
Interest Rate Swap Agreement.

Section 2.02 Acceptance by the Trustee of the Mortgage Loans. The
Custodian shall acknowledge, on the Closing Date, receipt by it on behalf of the
Trustee, of the documents identified in the Initial Certification in the form
annexed hereto as Exhibit E ("Initial Certification"), and declares that it
holds and will hold such documents and the other documents delivered to it
pursuant to Section 2.01, and that it holds or will hold such other assets as
are included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders. The Custodian shall maintain
possession of the related Mortgage Notes in the States of Minnesota, California
or Utah, unless otherwise permitted by the Rating Agencies.

In connection with the Closing Date, the Custodian shall be required
to deliver via facsimile (with original to follow the next Business Day) to the
Depositor and the Trustee an Initial Certification prior to the Closing Date,
or, as the Depositor agrees on the Closing Date, certifying receipt of a
Mortgage Note and Assignment of Mortgage for each Mortgage Loan. The Custodian
shall not be responsible to verify the validity, sufficiency or genuineness of
any document in any Custodial File.

Within 90 days after the Closing Date, the Custodian shall ascertain
that all documents identified in the Document Certification and Exception Report
in the form attached hereto as Exhibit F are in its possession, and shall
deliver to the Depositor, the Servicer and the Trustee a Document Certification
and Exception Report, in the form annexed hereto as Exhibit F, to the effect
that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Mortgage Loan paid in full or any Mortgage Loan specifically identified in
such certification as an exception and not covered by such certification): (i)
all documents identified in the Document Certification and Exception Report and
required to be reviewed by it are in its possession; (ii) such documents have
been reviewed by it and appear regular on their face and relate to such Mortgage
Loan; (iii) based on its examination and only as to the foregoing documents, the
information set forth in items (1), (2), (3), (15), (22) and (29) of the Data
Tape Information respecting such Mortgage Loan is correct; and (iv) each
Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement.
The Custodian shall not be responsible to verify the validity, sufficiency or
genuineness of any document in any Custodial File.

The Custodian shall retain possession and custody of each Custodial
File in accordance with and subject to the terms and conditions set forth
herein. The Servicer shall promptly deliver to the Custodian, upon the execution
or receipt thereof, the originals of such other documents or instruments
constituting the Custodial File as come into the possession of the Servicer from
time to time.

The Responsible Party shall deliver to the Servicer copies of all
trailing documents required to be included in the Custodial File at the same
time the original or certified copies thereof are delivered to the Custodian,
including but not limited to such documents as the title insurance policy and
any other Mortgage Loan documents upon return from the public recording office.
The documents shall be delivered to the Responsible Party at the Responsible
Party's expense to the Servicer.

Section 2.03 Representations, Warranties and Covenants of the
Responsible Party and the Servicer; Remedies for Breaches of Representations and
Warranties with Respect to the Mortgage Loans. (a) The Servicer hereby makes the
representations and warranties set forth in Schedule II hereto to the Depositor
and the Trustee, as of the Closing Date. The Custodian hereby makes the
representations and warranties set forth in Schedule VI hereto to the Depositor
and the Trustee.

(b) The Responsible Party hereby makes the representations and
warranties set forth in Schedule III and Schedule IV to the Depositor and the
Trustee, as of the Closing Date. The Depositor hereby makes the representations
and warranties set forth in Schedule V hereto to the Trustee, as of the dates
set forth in such Schedule.

(c) It is understood and agreed by the Servicer and the Responsible
Party that the representations and warranties set forth in this Section 2.03
shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee
on the Closing Date, and shall inure to the benefit of the Depositor and the
Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage
Note or Assignment of Mortgage or the examination or failure to examine any
Mortgage File. Upon discovery by the Responsible Party, the Depositor, the
Trustee, the Custodian or the Servicer of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the others. The Trustee shall enforce the rights of the
Trust under the Sponsor Representation Letter.

(d) Within 30 days of the earlier of either discovery by or notice
to the Responsible Party that any Mortgage Loan does not conform to the
requirements as determined in the Custodian's review of the related Custodial
File or within 60 days of the earlier of either discovery by or notice to the
Responsible Party of any breach of a representation or warranty, set forth in
Section 2.03(b), that materially and adversely affects the value of any Mortgage
Loan or the interest of the Trustee or the Certificateholders therein, the
Responsible Party shall use its best efforts to cause to be remedied a material
defect in a document constituting part of a Mortgage File or promptly to cure
such breach in all material respects and, if such defect or breach cannot be
remedied, the Responsible Party shall, at the Depositor's option as specified in
writing and provided to the Responsible Party, the Custodian and the Trustee,
(i) if such 30- or 60-day period, as applicable, expires prior to the second
anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage
Loan") from the Trust Fund and substitute in its place a Substitute Mortgage
Loan, in the manner and subject to the conditions set forth in this Section
2.03; or (ii) repurchase such Mortgage Loan at the Repurchase Price; provided,
however, that any such substitution pursuant to clause (i) above shall not be
effected prior to the delivery to the Custodian of a Request for Release
substantially in the form of Exhibit J, and the delivery of the Custodial File
to the Custodian for any such Substitute Mortgage Loan. Notwithstanding the
foregoing, a breach (i) which causes a Mortgage Loan not to constitute a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or
(ii) by the Responsible Party of any of the representations and warranties
identified as a Deemed Material and Adverse Representation on Schedule III, will
be deemed automatically to materially and adversely affect the value of such
Mortgage Loan and the interests of the Trustee and Certificateholders in such
Mortgage Loan. In the event that the Trustee receives notice from any party
discovering such a breach by the Responsible Party of any of the representations
and warranties identified as a Deemed Material and Adverse Representation on
Schedule III, the Trustee shall give notice of such breach to the Responsible
Party and request the Responsible Party to repurchase the Mortgage Loan at the
Repurchase Price within sixty (60) days of receipt by the Responsible Party of
such notice. The Responsible Party shall repurchase each such Mortgage Loan
within 60 days of the earlier of discovery or receipt of notice with respect to
each such Mortgage Loan. Within 90 days of the earlier of either discovery by or
notice to the Depositor of any breach of a representation or warranty set forth
in clause (a) or (b) of Schedule V hereto with respect to any Mortgage Loan that
is also a breach of the representation and warranty set forth in clause (g) or
(aaa), as applicable, of Schedule III, and the Responsible Party has not
repurchased such Mortgage Loan within the applicable time period for repurchase
set forth above, the Depositor shall repurchase such Mortgage Loan at the
Repurchase Price or substitute a Substitute Mortgage Loan for such Mortgage
Loan.

(e) With respect to any Substitute Mortgage Loan or Loans, the
Responsible Party shall deliver to the Custodian the Mortgage Note, the
Mortgage, the related assignment of the Mortgage, and such other documents and
agreements as are required by Section 2.01, with the Mortgage Note endorsed and
the Mortgage assigned as required by Section 2.01. No substitution is permitted
to be made with respect to any Distribution Date after the end of the related
Prepayment Period. Scheduled Payments due with respect to Substitute Mortgage
Loans in the Due Period of substitution shall not be part of the Trust Fund and
will be retained by the Responsible Party on the next succeeding Distribution
Date. For the Due Period of substitution, distributions to Certificateholders
will include the Scheduled Payment due on any Deleted Mortgage Loan for such Due
Period and thereafter the Responsible Party shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan.

(f) The Servicer, based upon information provided by the Depositor
or the Responsible Party, shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of such Deleted Mortgage Loan
and the substitution of the Substitute Mortgage Loan or Loans and the Servicer
shall deliver the amended Mortgage Loan Schedule to the Trustee and the
Custodian. Upon such substitution, the Substitute Mortgage Loan or Loans shall
be subject to the terms of this Agreement in all respects, and the Responsible
Party shall be deemed to have made with respect to such Substitute Mortgage Loan
or Loans, as of the date of substitution, the representations and warranties
made pursuant to Section 2.03(b) with respect to such Mortgage Loan. Upon any
such substitution and the deposit to the Collection Account of the amount
required to be deposited therein in connection with such substitution as
described in the following paragraph, the Custodian shall release the Mortgage
File held for the benefit of the Certificateholders relating to such Deleted
Mortgage Loan to the Responsible Party and the Trustee shall execute and deliver
at the Responsible Party's written direction such instruments of transfer or
assignment prepared by the Responsible Party, in each case without recourse, as
shall be necessary to vest title in the Responsible Party, of the Trustee's
interest in any Deleted Mortgage Loan substituted for pursuant to this Section
2.03.

(g) For any month in which the Responsible Party substitutes one or
more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Servicer will determine the amount (if any) by which the aggregate unpaid
principal balance of all such Substitute Mortgage Loans as of the date of
substitution is less than the aggregate unpaid principal balance of all such
Deleted Mortgage Loans. The amount of such shortage plus an amount equal to the
aggregate of any unreimbursed Advances with respect to such Deleted Mortgage
Loans (collectively, the "Substitution Adjustment Amount") shall be remitted by
the Responsible Party to the Servicer for deposit into the Collection Account on
or before the Distribution Account Deposit Date for the Distribution Date in the
month succeeding the calendar month during which the related Mortgage Loan
became required to be purchased or replaced hereunder.

(h) In addition to such repurchase or substitution obligation
referred to in Section 2.03(d), the Responsible Party shall indemnify the
Depositor, any of its Affiliates, the Servicer, the Trustee and the Trust and
hold such parties harmless against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses (including, without limitation, any taxes payable
by the Trust) resulting from any third party claim, demand, defense or assertion
based on or grounded upon, or resulting from, a breach by the Responsible Party
of any of its representations and warranties or obligations contained in this
Agreement. This indemnity shall survive the termination of this Agreement.

(i) In addition to such repurchase or substitution obligation
referred to in Section 2.03(d), the Depositor shall indemnify the Trustee and
the Trust and hold the Trustee and the Trust harmless against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments and other costs and expenses (including, without
limitation, any taxes payable by the Trust) resulting from any third party
claim, demand, defense or assertion based on or grounded upon, or resulting
from, a breach by the Depositor of any of its representations and warranties or
obligations contained in this Agreement. This indemnity shall survive the
termination of this Agreement.

(j) The Servicer shall amend the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee and the Custodian.

(k) In the event that a Mortgage Loan shall have been repurchased
pursuant to this Agreement or the Sponsor Representation Letter, the proceeds
from such repurchase shall be deposited by the Servicer in the Collection
Account pursuant to Section 3.10 on or before the Distribution Account Deposit
Date for the Distribution Date in the month following the month during which the
applicable Person became obligated to repurchase or replace such Mortgage Loan
and upon such deposit of the Repurchase Price, and receipt of a Request for
Release in the form of Exhibit J hereto, the Custodian shall release within two
Business Days the related Custodial File held for the benefit of the
Certificateholders to such Person as directed by the Servicer, and the Trustee
shall execute and deliver at such Person's written direction such instruments of
transfer or assignment prepared by such Person, in each case without recourse,
as shall be necessary to transfer title from the Trustee. In accordance with
Section 10.05(b), the Trustee shall promptly notify each Rating Agency of a
purchase of a Mortgage Loan pursuant to this Section 2.03.

It is understood and agreed that the obligation of the Responsible
Party under this Agreement to cure, repurchase or substitute any Mortgage Loan
as to which a breach of a representation and warranty has occurred and is
continuing, together with any related indemnification obligations of the
Responsible Party set forth in Section 2.03(h), shall constitute the sole
remedies against such Person respecting such breach available to
Certificateholders, the Depositor and any of its Affiliates, or the Trustee on
their behalf.

It is understood and agreed that the obligation of the Depositor
under this Agreement to cure, repurchase or substitute any Mortgage Loan as to
which a breach of a representation and warranty has occurred and is continuing,
together with any related indemnification obligations of the Depositor set forth
in Section 2.03(i), shall constitute the sole remedies against such Person
respecting such breach available to Certificateholders, the Trust, or the
Trustee on their behalf.

The provisions of this Section 2.03 shall survive delivery of the
respective Custodial Files to the Custodian.

Section 2.04 [Reserved].

Section 2.05 Execution and Delivery of Certificates. The Trustee
acknowledges the transfer and assignment to it of the Trust Fund and,
concurrently with such transfer and assignment, has executed and delivered to or
upon the order of the Depositor, the Certificates in authorized Denominations
evidencing directly or indirectly the entire ownership of the Trust Fund. The
Trustee agrees to hold the Trust Fund and exercise the rights referred to above
for the benefit of all present and future Holders of the Certificates.

Section 2.06 REMIC Matters. The Preliminary Statement sets forth the
designations for federal income tax purposes of all interests created hereby.
The "Startup Day" of each Trust REMIC for purposes of the REMIC Provisions shall
be the Closing Date. The "latest possible maturity date" of the regular
interests in each Trust REMIC is the Distribution Date occurring in October
2036, which is the Distribution Date in the month following the latest Mortgage
Loan maturity date.

Amounts distributable to the Class X Certificates (prior to any
reduction for any Basis Risk Payment, Net Swap Payment or Swap Termination
Payment), exclusive of any amounts received from the Swap Provider, shall be
deemed paid from the Upper Tier REMIC in respect of the Class X Interest and the
Class IO Interest to the Holders of the Class X Certificates prior to
distribution of any Basis Risk Payments to the LIBOR Certificates or Net Swap
Payments or Swap Termination Payment to the Swap Provider.

For federal income tax purposes, any amount distributed on the LIBOR
Certificates on any Distribution Date in excess of the amount distributable on
their Corresponding Class of Upper Tier Regular Interest on such Distribution
Date shall be treated as having been paid from the Excess Reserve Fund Account
or the Supplemental Interest Account, as applicable, and any amount
distributable on such Corresponding Class of Upper Tier Regular Interest on such
Distribution Date in excess of the amount distributable on the Corresponding
Class of LIBOR Certificates on such Distribution Date shall be treated as having
been paid to the Supplemental Interest Account, all pursuant to and as further
provided in Section 8.13.

Section 2.07 Representations and Warranties of the Depositor. The
Depositor hereby represents, warrants and covenants to the Trustee and the
Servicer that as of the date of this Agreement or as of such date specifically
provided herein:

(a) The Depositor is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware;

(b) The Depositor has the power and authority to convey the Mortgage
Loans and to execute, deliver and perform, and to enter into and consummate
transactions contemplated by, this Agreement;

(c) This Agreement has been duly and validly authorized, executed
and delivered by the Depositor, all requisite company action having been taken,
and, assuming the due authorization, execution and delivery hereof by the other
parties hereto, constitutes or will constitute the legal, valid and binding
agreement of the Depositor, enforceable against the Depositor in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights of creditors generally, and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law);

(d) No consent, approval, authorization or order of, or registration
or filing with, or notice to, any governmental authority or court is required
for the execution, delivery and performance of or compliance by the Depositor
with this Agreement or the consummation by the Depositor of any of the
transactions contemplated hereby, except as have been received or obtained on or
prior to the Closing Date;

(e) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or thereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement,
(i) conflicts or will conflict with or results or will result in a breach of, or
constitutes or will constitute a default or results or will result in an
acceleration under (A) the certificate of formation or limited liability company
agreement of the Depositor, or (B) of any term, condition or provision of any
material indenture, deed of trust, contract or other agreement or instrument to
which the Depositor or any of its subsidiaries is a party or by which it or any
of its subsidiaries is bound; (ii) results or will result in a violation of any
law, rule, regulation, order, judgment or decree applicable to the Depositor of
any court or governmental authority having jurisdiction over the Depositor or
its subsidiaries; or (iii) results in the creation or imposition of any lien,
charge or encumbrance which would have a material adverse effect upon the
Mortgage Loans or any documents or instruments evidencing or securing the
Mortgage Loans;

(f) There are no actions, suits or proceedings before or against or
investigations of, the Depositor pending, or to the knowledge of the Depositor,
threatened, before any court, administrative agency or other tribunal, and no
notice of any such action, which, in the Depositor's reasonable judgment, might
materially and adversely affect the performance by the Depositor of its
obligations under this Agreement, or the validity or enforceability of this
Agreement;

(g) The Depositor is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency that would materially and adversely affect its
performance hereunder; and

(h) Immediately prior to the transfer and assignment by the
Depositor to the Trustee on the Closing Date, the Depositor had good title to,
and was the sole owner of each Mortgage Loan, free of any interest of any other
Person, and the Depositor has transferred all right, title and interest in each
Mortgage Loan to the Trustee. The transfer of the Mortgage Note and the Mortgage
as and in the manner contemplated by this Agreement is sufficient either (i)
fully to transfer to the Trustee, for the benefit of the Certificateholders, all
right, title, and interest of the Depositor thereto as note holder and mortgagee
or (ii) to grant to the Trustee, for the benefit of the Certificateholders, the
security interest referred to in Section 10.04.

It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.07 shall survive delivery of the
respective Custodial Files to the Custodian and shall inure to the benefit of
the Trustee.

ARTICLE III

ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS

Section 3.01 Servicer to Service Mortgage Loans. (a) For and on
behalf of the Certificateholders, the Servicer shall service and administer the
Mortgage Loans in accordance with the terms of this Agreement and the respective
Mortgage Loans 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 mortgage lenders and loan servicers administering similar mortgage loans but
without regard to:

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

(ii) the ownership or non-ownership of any Certificate by the
Servicer or any Affiliate of the Servicer;

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

(iv) the Servicer's or any Subservicer's right to receive
compensation for its services hereunder or with respect to any particular
transaction.

To the extent consistent with the foregoing, if the Servicer shall
seek to maximize the timely and complete recovery of principal and interest on
the Mortgage Notes. Subject only to the above-described servicing standards and
the terms of this Agreement and of the respective Mortgage Loans, the Servicer
shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, 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. Without limiting the generality of the foregoing, the Servicer in its
own name or in the name of a Subservicer is hereby authorized and empowered by
the Trustee when the Servicer believes it appropriate in its best judgment in
accordance with Accepted Servicing Practices, to execute and deliver any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments, with respect to the Mortgage
Loans and the 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. The Servicer shall be responsible for preparing and recording
all lien releases and mortgage satisfactions in accordance with state and local
regulations, and shall be responsible for all expenses in connection therewith
if not paid by the Mortgagor if permitted by applicable law and the related
Mortgage Loan Documents (except if such expense would constitute a Servicing
Advance) and all other consequences resulting from its failure to fully
discharge such obligation. The Servicer shall service and administer the
Mortgage Loans in accordance with applicable state and federal law and shall
provide to the Mortgagors any reports required to be provided to them thereby.
The Servicer shall also comply in the performance of this Agreement with all
reasonable rules and requirements of each insurer under any standard hazard
insurance policy. Subject to Section 3.16, the Trustee shall execute, at the
written request of the Servicer, and furnish to the Servicer and any Subservicer
such documents provided to the Trustee as are necessary or appropriate to enable
the Servicer or any Subservicer to carry out their servicing and administrative
duties hereunder, and the Trustee hereby grants to the Servicer, and this
Agreement shall constitute, a power of attorney to carry out such duties
including a power of attorney to take title to Mortgaged Properties after
foreclosure on behalf of the Trustee. The Trustee shall execute a separate power
of attorney, substantially in the form attached as Exhibit W, in favor of the
Servicer for the purposes described herein to the extent necessary or desirable
to enable the Servicer to perform its duties hereunder. The Trustee shall not be
liable for the actions of the Servicer or any Subservicers under such powers of
attorney. Notwithstanding anything contained herein to the contrary, no Servicer
or Subservicer shall without the Trustee's consent: (i) initiate any action,
suit or proceeding solely under the Trustee's name without indicating such
Servicer's or Subservicer's, as applicable, representative capacity, or (ii)
take any action with the intent to, or which actually does cause, the Trustee to
be registered to do business in any state.

(b) Subject to Section 3.09(b), in accordance with the standards of
the preceding paragraph, the Servicer shall advance or cause to be advanced
funds as necessary for the purpose of effecting the timely payment of taxes and
assessments on the Mortgaged Properties, which advances shall be Servicing
Advances reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09(b), and further as provided in Section 3.11.
Any cost incurred by the Servicer or by Subservicers in effecting the timely
payment of taxes and assessments on a Mortgaged Property shall not be added to
the unpaid principal balance of the related Mortgage Loan, notwithstanding that
the terms of such Mortgage Loan so permit.

(c) Notwithstanding anything in this Agreement to the contrary, the
Servicer may not make any future advances with respect to a Mortgage Loan
(except as provided in Section 4.01 and except for Servicing Advances) and the
Servicer shall not (i) permit any modification with respect to any 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 Mortgage Loan (except for a reduction of
interest payments resulting from the application of the Servicemembers Civil
Relief Act or any similar state statutes) or (ii) permit any modification,
waiver or amendment of any term of any 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 to fail to qualify as a REMIC under the Code or
the imposition of any tax on "prohibited transactions" or "contributions after
the startup day" under the REMIC Provisions, or (iii) except as provided in
Section 3.07(a), waive any Prepayment Charges.

(d) The Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Servicer
from the responsibilities or liabilities arising under this Agreement.

Section 3.02 Subservicing Agreements between the Servicer and
Subservicers. (a) The Servicer may enter into subservicing agreements with
Subservicers for the servicing and administration of the Mortgage Loans
("Subservicing Agreements"). The Servicer represents and warrants to the other
parties hereto that no Subservicing Agreement is in effect as of the Closing
Date with respect to any Mortgage Loans required to be serviced by it hereunder.
The Servicer shall give notice to the Depositor and the Trustee of any such
Subservicer and Subservicing Agreement, which notice shall contain all
information (including without limitation a copy of the Subservicing Agreement)
reasonably necessary to enable the Trustee, pursuant to Section 8.12(g), to
accurately and timely report the event under Item 6.02 of Form 8-K pursuant to
the Exchange Act (if such reports under the Exchange Act are required to be
filed under the Exchange Act). No Subservicing Agreement shall be effective
until 30 days after such written notice is received by both the Depositor and
the Trustee. The Trustee shall not be required to review or consent to such
Subservicing Agreements and shall have no liability in connection therewith.

(b) Each Subservicer shall be (i) authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to enable the
Subservicer to perform its obligations hereunder and under the Subservicing
Agreement, (ii) an institution approved as a mortgage loan originator by the
Federal Housing Administration or an institution that has deposit accounts
insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage
servicer. Each Subservicing Agreement must impose on the Subservicer
requirements conforming to the provisions set forth in Section 3.08 and provide
for servicing of the Mortgage Loans consistent with the terms of this Agreement.
The Servicer will examine each Subservicing Agreement and will be familiar with
the terms thereof. The terms of any Subservicing Agreement will not be
inconsistent with any of the provisions of this Agreement. The Servicer and the
Subservicers may enter into and make amendments to the Subservicing Agreements
or enter into different forms of Subservicing Agreements; provided, however,
that any such amendments or different forms shall be consistent with and not
violate the provisions of this Agreement, and that no such amendment or
different form shall be made or entered into which could be reasonably expected
to be materially adverse to the interests of the Trustee, without the consent of
the Trustee. Any variation without the consent of the Trustee from the
provisions set forth in Section 3.08 relating to insurance or priority
requirements of Subservicing Accounts, or credits and charges to the
Subservicing Accounts or the timing and amount of remittances by the
Subservicers to the Servicer, are conclusively deemed to be inconsistent with
this Agreement and therefore prohibited. The Servicer shall deliver to the
Trustee and the Depositor copies of all Subservicing Agreements, and any
amendments or modifications thereof, promptly upon the Servicer's execution and
delivery of such instruments.

(c) As part of its servicing activities hereunder, the Servicer
(except as otherwise provided in the last sentence of this paragraph), for the
benefit of the Trustee, shall enforce the obligations of each Subservicer under
the related Subservicing Agreement, including, without limitation, any
obligation to make advances in respect of delinquent payments as required by a
Subservicing Agreement. Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Subservicing Agreements, 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 Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
Servicer shall pay the costs of such enforcement at its own expense, and shall
be reimbursed therefor only (i) from a general recovery resulting from such
enforcement, to the extent, if any, that such recovery exceeds all amounts due
in respect of the related Mortgage Loans or (ii) from a specific recovery of
costs, expenses or attorneys' fees against the party against whom such
enforcement is directed.

(d) The Servicer shall cause any Subservicer engaged by the Servicer
(or by any Subservicer) for the benefit of the Depositor and the Trustee to
comply with the provisions of this Section 3.02 and with Sections 3.22, 3.23,
6.02 and 6.05 of this Agreement to the same extent as if such Subservicer were
the Servicer, and to provide the information required with respect to such
Subservicer under Section 8.12 of this Agreement. The Servicer shall be
responsible for obtaining from each such Subservicer and delivering to
applicable Persons any servicer compliance statement required to be delivered by
such Subservicer under Section 3.22 and any assessment of compliance report and
related accountant's attestation required to be delivered by such Subservicer
under Section 3.23, in each case as and when required to be delivered.

(e) Subject to the conditions set forth in this Section 3.02(e), the
Servicer and any Subservicer engaged by the Servicer is permitted to utilize one
or more Subcontractors to perform certain of its obligations hereunder. The
Servicer shall promptly upon request provide to the Depositor and the Trustee a
written description (in form and substance satisfactory to the Depositor and the
Trustee) of the role and function of each Subcontractor utilized by the Servicer
or any such Subservicer, specifying, not later than the date specified for
delivery of the annual report on assessment of compliance set forth in Section
3.23(a) (i) the identity of each such Subcontractor, if any, that is
"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 paragraph. As a condition to the utilization by
the Servicer or any such Subservicer of any Subcontractor determined to be
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used by the
Servicer (or by any such Subservicer) for the benefit of the Depositor and the
Trustee to comply with the provisions of Section 3.23 of this Agreement to the
same extent as if such Subcontractor were the Servicer. The Servicer shall be
responsible for obtaining from each such Subcontractor and delivering to the
applicable Persons any assessment of compliance report and related accountant's
attestation required to be delivered by such Subcontractor under Section 3.23,
in each case as and when required to be delivered.

Notwithstanding the foregoing, the Servicer engages a Subcontractor
in connection with the performance of any of its duties under this Agreement,
the Servicer shall be responsible for determining whether such Subcontractor is
a "servicer" within the meaning of Item 1101 of Regulation AB and whether any
such affiliate or third-party vendor meets the criteria in Item 1108(a)(2)(i)
through (iii) of Regulation AB. If the Servicer determines, pursuant to the
preceding sentence, that such Subcontractor is a "servicer" within the meaning
of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i)
through (iii) of Regulation AB, then such Subcontractor shall be deemed to be a
Subservicer for purposes of this Agreement, the engagement of such Subservicer
shall not be effective unless and until notice is given pursuant to Section
3.02(a) and the Servicer shall comply with Section 3.02(d) with respect thereto.

Section 3.03 Successor Subservicers. The Servicer shall be entitled
to terminate any Subservicing Agreement and the rights and obligations of any
Subservicer pursuant to any Subservicing Agreement in accordance with the terms
and conditions of such Subservicing Agreement; provided, however, that the
termination, resignation or removal of a Subservicer shall be not be effective
until 30 days after written notice is received by both the Depositor and the
Trustee that contains all information reasonably necessary to enable the
Trustee, pursuant to Section 8.12(g), to accurately and timely report the event
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under
the Exchange Act are required to be filed under the Exchange Act). In the event
of termination of any Subservicer, all servicing obligations of such Subservicer
shall be assumed simultaneously by the Servicer without any act or deed on the
part of such Subservicer or the Servicer, and the Servicer either shall service
directly the related Mortgage Loans or shall enter into a Subservicing Agreement
with a successor Subservicer which qualifies under Section 3.02.

Any Subservicing Agreement shall include the provision that such
agreement may be immediately terminated by the Depositor or the Trustee without
fee, in accordance with the terms of this Agreement, in the event that the
Servicer shall, for any reason, no longer be the Servicer (including termination
due to an Event of Default).

Section 3.04 Liability of the Servicer. Notwithstanding any
Subservicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Servicer and a Subservicer or reference
to actions taken through a Subservicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Trustee for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering the Mortgage Loans. The
Servicer shall be entitled to enter into any agreement with a Subservicer for
indemnification of the Servicer by such Subservicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.

Section 3.05 No Contractual Relationship between Subservicers and
the Trustee. Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
Servicer alone, and the Trustee (or any successor Servicer) shall not be deemed
a party thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.06.
The Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether the Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.

Section 3.06 Assumption or Termination of Subservicing Agreements by
Trustee. In the event the Servicer at any time shall for any reason no longer be
the Servicer (including by reason of the occurrence of an Event of Default), the
Trustee, or its designee or the successor Servicer if the successor is not the
Trustee, shall thereupon assume all of the rights and obligations of the
Servicer under each Subservicing Agreement that the Servicer may have entered
into, with copies thereof provided to the Trustee or the successor Servicer if
the successor is not the Trustee, prior to the Trustee or the successor Servicer
if the successor is not the Trustee, assuming such rights and obligations,
unless the Trustee elects to terminate any Subservicing Agreement in accordance
with its terms as provided in Section 3.03.

Upon such assumption, the Trustee, its designee or the successor
servicer shall be deemed, subject to Section 3.03, to have assumed all of the
Servicer's interest therein and to have replaced the Servicer as a party to each
Subservicing Agreement to the same extent as if each Subservicing Agreement had
been assigned to the assuming party, except that (i) the Servicer shall not
thereby be relieved of any liability or obligations under any Subservicing
Agreement that arose before it ceased to be the Servicer and (ii) none of the
Depositor, the Trustee, their designees or any successor Servicer shall be
deemed to have assumed any liability or obligation of the Servicer that arose
before it ceased to be the Servicer.

The Servicer at its expense shall, upon request of the Trustee, its
designee or the successor Servicer deliver to the assuming party all documents
and records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by or on behalf
of it, and otherwise use its best efforts to effect the orderly and efficient
transfer of the Subservicing Agreements to the assuming party.

Section 3.07 Collection of Certain Mortgage Loan Payments. (a) The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Mortgage Loans, and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable Insurance Policies, 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 and Accepted Servicing
Practices, the Servicer may (i) waive any late payment charge or, if applicable,
any penalty interest, or (ii) extend the Due Dates for the Scheduled Payments
due on a Mortgage Note for a period of not greater than 180 days; provided, that
any extension pursuant to clause (ii) above shall not affect the amortization
schedule of any Mortgage Loan for purposes of any computation hereunder, except
as provided below. In the event of any such arrangement pursuant to clause (ii)
above, the Servicer shall make timely advances on such Mortgage Loan during such
extension pursuant to Section 4.01 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements, subject to Section 4.01(d) pursuant to which the Servicer shall
not be required to make any such advances that are Nonrecoverable P&I Advances.
Notwithstanding the foregoing, the Servicer may waive, in whole or in part, a
Prepayment Charge only under the following circumstances: (i) such waiver
relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Servicer, maximize recovery of total proceeds taking
into account the value of such Prepayment Charge and the related Mortgage Loan
or (ii) such Prepayment Charge is not permitted to be collected by applicable
law. If a Prepayment Charge is waived other than as permitted by the prior
sentence, then the Servicer is required to pay the amount of such waived
Prepayment Charge, for the benefit of the Holders of the Class P Certificates,
by depositing such amount into the Collection Account from its own funds,
without any right of reimbursement therefor, together with and at the time that
the amount prepaid on the related Mortgage Loan is required to be deposited into
the Collection Account; provided, however, that the Servicer shall not have an
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 Mortgage Loan Schedule in effect at such time.

(b) (i) The Trustee shall establish and maintain the Excess Reserve
Fund Account, on behalf of the Class X Certificateholders as a non-interest
bearing account, to receive any Basis Risk Payment and to secure their limited
recourse obligation to pay to the LIBOR Certificateholders Basis Risk Carry
Forward Amounts (prior to using any Interest Rate Cap Payments or Net Swap
Receipts). For the avoidance of doubt, any Basis Risk Carry Forward Amounts
shall be paid to the LIBOR Certificates first from the Excess Reserve Fund
Account and then from the Supplemental Interest Account.

(ii) On each Distribution Date, the Trustee shall deposit the amount
of any Basis Risk Payment for such date into the Excess Reserve Fund
Account.

(c) (i) On each Distribution Date on which there exists a Basis Risk
Carry Forward Amount on any Class of Certificates, the Trustee shall (1)
withdraw from the Distribution Account and deposit in the Excess Reserve Fund
Account, as set forth in Section 4.02(a)(iii)(S), the lesser of (x) the Class X
Distributable Amount (without regard to the reduction in the definition thereof
for any Basis Risk Carry Forward Amount or any Defaulted Swap Termination
Payment (to the extent remaining after the distributions specified in Sections
4.02(a)(iii)(A)-(R)) and (y) the aggregate Basis Risk Carry Forward Amounts for
such Distribution Date and (2) withdraw from the Excess Reserve Fund Account
amounts necessary to pay to such Class or Classes of Certificates the Basis Risk
Carry Forward Amount. Such payments shall be allocated to those Classes and paid
in the priority set forth in Sections 4.02(a)(iii)(T).

(ii) The Trustee shall account for the Excess Reserve Fund Account
as an asset of a grantor trust under subpart E, Part I of subchapter J of
the Code and not as an asset of any REMIC created pursuant to this
Agreement. The beneficial owners of the Excess Reserve Fund Account are
the Class X Certificateholders. For all federal tax purposes, amounts
transferred by the Upper Tier REMIC to the Excess Reserve Fund Account
shall be treated as distributions by the Trustee to the Class X
Certificateholders.

(iii) Any Basis Risk Carry Forward Amounts paid by the Trustee to
the LIBOR Certificateholders from the Excess Reserve Fund Account or the
Supplemental Interest Account shall be accounted for by the Trustee as
amounts paid first to the Holders of the Class X Certificates (in respect
of the Class X Interest or the Class IO Interest, respectively) and then
to the respective Class or Classes of LIBOR Certificates. In addition, the
Trustee shall account for the LIBOR Certificateholders' rights to receive
payments of Basis Risk Carry Forward Amounts from the Excess Reserve Fund
Account (along with payments of Basis Risk Carry Forward Amounts and,
without duplication, Upper Tier Carry Forward Amounts from the
Supplemental Interest Account), subject to the obligation to pay Class IO
Shortfalls, as rights and obligations under a limited recourse notional
principal contract between the Class X Certificateholders and each Class
of LIBOR Certificates.

(iv) Notwithstanding any provision contained in this Agreement, the
Trustee shall not be required to make any payments from the Excess Reserve
Fund Account except as expressly set forth in this Section 3.07(c) and
Sections 4.02(a)(iii)(T).

(d) The Trustee shall establish and maintain the Distribution
Account on behalf of the Certificateholders, which shall be a non-interest
bearing trust account. The Depositor shall cause to be deposited into the
Distribution Account on the Closing Date the Closing Date Deposit Amount. The
Trustee shall, promptly upon receipt, deposit in the Distribution Account and
retain therein the following:

(i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11;

(ii) any amount deposited by the Servicer pursuant to Section
3.12(b) in connection with any losses on Permitted Investments; and

(iii) any other amounts deposited hereunder which are required to be
deposited in the Distribution Account.

In the event that the Servicer shall remit any amount not required
to be remitted, it may at any time direct the Trustee in writing to withdraw
such amount from the Distribution Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering notice to the
Trustee which describes the amounts deposited in error in the Distribution
Account. All funds deposited in the Distribution Account shall be held by the
Trustee in trust for the Certificateholders until disbursed in accordance with
this Agreement or withdrawn in accordance with Section 4.02. In no event shall
the Trustee incur liability for withdrawals from the Distribution Account at the
direction of the Servicer.

(e) The Trustee may invest the funds in the Distribution Account in
one or more Permitted Investments in accordance with Section 3.12. The Trustee
may withdraw from the Distribution Account any income or gain earned from the
investment of funds deposited therein during the Trustee Float Period for its
own benefit.

(f) The Servicer shall give notice to the Trustee, each Rating
Agency and the Depositor of any proposed change of the location of the
Collection Account within a reasonable period of time prior to any change
thereof.

(g) In order to comply with its duties under the USA Patriot Act of
2001 and other laws, rules and regulations applicable to banking institutions,
including those related to the funding of terrorist activities and money
laundering, the Trustee is required to obtain, verify and record certain
information relating to individuals and entities which maintain a business
relationship with the Trustee. Accordingly, each of the parties agrees to
provide to the Trustee upon its request from time to time such party's complete
name, address, tax identification number and such other identifying information
together with copies of such party's constituting documentation, securities
disclosure documentation and such other identifying documentation as may be
available for such party.

(h) On or prior to the Determination Date, the Custodian shall
deliver an invoice to the Trustee (which may be provided electronically),
setting forth the amount of the custodian fee for the related Distribution Date.
On each Distribution Date, the Trustee shall remit the custodian fee to the
Custodian from the Trustee's own funds.

Section 3.08 Subservicing Accounts. In those cases where a
Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement,
the Subservicer will be required to establish and maintain one or more
segregated accounts (collectively, the "Subservicing Account"). The Subservicing
Account shall be an Eligible Account and shall otherwise be acceptable to the
Servicer. The Subservicer shall deposit in the clearing account (which account
must be an Eligible Account) in which it customarily deposits payments and
collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than one Business Day after
the Subservicer's receipt thereof, all proceeds of Mortgage Loans received by
the Subservicer less its servicing compensation to the extent permitted by the
Subservicing Agreement, and shall thereafter deposit such amounts in the
Subservicing Account, in no event more than two Business Days after the deposit
of such funds into the clearing account. The Subservicer shall thereafter
deposit such proceeds in the Collection Account or remit such proceeds to the
Servicer for deposit in the Collection Account not later than two Business Days
after the deposit of such amounts in the Subservicing Account. For purposes of
this Agreement, the Servicer shall be deemed to have received payments on the
Mortgage Loans when the Subservicer receives such payments.

Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) The Servicer shall ensure that each of the Mortgage Loans
shall be covered by a paid-in-full, life-of-the-loan tax service contract in
effect with respect to each First Lien Mortgage Loan (each, a "Tax Service
Contract"). Each Tax Service Contract shall be assigned to the Trustee, or its
designee, at the Servicer's expense in the event that the Servicer is terminated
as Servicer of the related Mortgage Loan.

(b) To the extent that the services described in this paragraph (b)
are not otherwise provided pursuant to the Tax Service Contracts described in
paragraph (a) above, the Servicer undertakes to perform such functions. To the
extent the related Mortgage provides for Escrow Payments, the Servicer shall
establish and maintain, or cause to be established and maintained, one or more
segregated accounts (the "Escrow Accounts"), which shall be Eligible Accounts.
The Servicer shall deposit in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on
mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Servicer's
receipt thereof, all (i) collections from the Mortgagors (or related advances
from Subservicers) for the payment of taxes, assessments, hazard insurance
premiums and comparable items for the account of the Mortgagors ("Escrow
Payments") collected on account of the Mortgage Loans and (ii) all Condemnation
Proceeds and Insurance Proceeds to be applied to the restoration of the related
Mortgaged Property or released to the related Mortgagor in accordance with
applicable law and Accepted Servicing Practices, and the Servicer shall
thereafter deposit such Escrow Payments in the Escrow Accounts, in no event more
than two Business Days after the deposit of such funds in the clearing account,
for the purpose of effecting the payment of any such items as required under the
terms of this Agreement. Withdrawals of amounts from an Escrow Account may be
made only to (i) effect payment of taxes, assessments, hazard insurance
premiums, and comparable items; (ii) reimburse the Servicer (or a Subservicer to
the extent provided in the related Subservicing Agreement) out of related
collections for any advances made pursuant to Section 3.01 (with respect to
taxes and assessments) and Section 3.13 (with respect to hazard insurance);
(iii) refund to Mortgagors any sums as may be determined to be overages; (iv)
pay itself any interest earned on the Escrow Account or, if required and as
described below, to Mortgagors on balances in the Escrow Account; (v) clear and
terminate the Escrow Account at the termination of the Servicer's obligations
and responsibilities in respect of the Mortgage Loans under this Agreement; (vi)
transfer such funds to a replacement Escrow Account that meets the requirements
hereof; (vii) recover amounts deposited in error or (viii) to release
Condemnation Proceeds or Insurance Proceeds to be applied to the restoration of
the related Mortgaged Property or to the related Mortgagor in accordance with
the applicable law and Accepted Servicing Practices. As part of its servicing
duties, the Servicer or Subservicers shall pay to the Mortgagors interest on
funds in Escrow Accounts, to the extent required by law and, to the extent that
interest earned on funds in the Escrow Accounts is insufficient, to pay such
interest from its or their own funds, without any reimbursement therefor. To the
extent that a Mortgage does not provide for Escrow Payments, the Servicer shall
use its reasonable best efforts to determine whether any such payments are made
by the Mortgagor in a manner and at a time that avoids the loss of the Mortgaged
Property due to a tax sale or the foreclosure of a tax lien. The Servicer
assumes full responsibility for the payment of all such bills within such time
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 advances from its own funds to effect such payments, including
any payment required to be made in connection with a Mortgage Loan that does
provide for Escrow Payments and is insufficient to make such payments; provided,
however, that such advances are deemed to be Servicing Advances.

Section 3.10 Collection Account. (a) On behalf of the Trustee and
the Certificateholders, the Servicer shall establish and maintain, or cause to
be established and maintained, one or more segregated Eligible Accounts (such
account or accounts, the "Collection Account"), held in trust for the benefit of
the Trustee on behalf of the Certificateholders. On behalf of the Trustee, the
Servicer shall deposit or cause to be deposited in the clearing account (which
account must be an Eligible Account) in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than one Business Day after
the Servicer's receipt thereof, and shall thereafter deposit into the Collection
Account, in no event more than two Business Days after the deposit of such funds
into the clearing account, as and when received or as otherwise required
hereunder, the following payments and collections received or made by it
subsequent to the Cut-off Date (other than in respect of principal or interest
on the related Mortgage Loans due on or before the Cut-off Date), or payments
(other than Principal Prepayments) received by it on or prior to the Cut-off
Date but allocable to a Due Period subsequent thereto:

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

(ii) all payments on account of interest (net of the related
Servicing Fee) on each Mortgage Loan;

(iii) all Insurance Proceeds and Condemnation Proceeds to the extent
such Insurance Proceeds and Condemnation Proceeds are not to be applied to
the restoration of the related Mortgaged Property or released to the
related Mortgagor in accordance with the express requirements of law or in
accordance with Accepted Servicing Practices, Liquidation Proceeds and
Subsequent Recoveries;

(iv) any amounts required to be deposited pursuant to Section 3.12
in connection with any losses realized on Permitted Investments with
respect to funds held in the Collection Account;

(v) any amounts required to be deposited by the Servicer pursuant to
the second paragraph of Section 3.13(a) in respect of any blanket policy
deductibles;

(vi) all proceeds of any Mortgage Loan repurchased or purchased in
accordance with this Agreement or the Sponsor Representation Letter; and

(vii) all Prepayment Charges collected by the Servicer or required
to be paid by the Servicer pursuant to Section 3.07.

The foregoing requirements for deposit in the Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges, NSF
fees, reconveyance fees, assumption fees and other similar fees and charges need
not be deposited by the Servicer in the Collection Account and shall, upon
collection, belong to the Servicer as additional compensation for its servicing
activities. In the event the Servicer shall deposit in the Collection Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Collection Account, any provision herein to the contrary
notwithstanding. The Servicer shall at its own expense be responsible for
reviewing and reconciling the Collection Account in accordance with industry
standards and shall act promptly to resolve any discrepancies related thereto.

(b) Funds in the Collection Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12, subject
to Section 3.21(c). The Servicer shall give notice to the Trustee and the
Depositor of the location of the Collection Account maintained by it when
established and prior to any change thereof.

Section 3.11 Withdrawals from the Collection Account. (a) The
Servicer shall, from time to time, make withdrawals from the Collection Account
for any of the following purposes or as described in Section 4.01:

(i) on or prior to each Remittance Date, to remit to the Trustee (A)
the Trustee Fee with respect to such Distribution Date, (B) all Available
Funds in respect of the related Distribution Date together with all
amounts representing Prepayment Charges (payable to the Class P
Certificateholders) from the Mortgage Loans received by the Servicer
during the related Prepayment Period and (C) subject to Section 3.21(c),
all income and gain realized from the investment of funds deposited in the
Collection Account, for deposit in the Supplemental Float Account;

(ii) to reimburse the Servicer for P&I Advances, but only to the
extent of amounts received which represent Late Collections (net of the
related Servicing Fees) of Scheduled Payments on Mortgage Loans with
respect to which such P&I Advances were made in accordance with the
provisions of Section 4.01;

(iii) to pay the Servicer or any Subservicer (A) any unpaid
Servicing Fees or (B) any unreimbursed Servicing Advances and any
previously unpaid late charges, fees and penalties with respect to each
Mortgage Loan, but only to the extent of any Late Collections or other
amounts as may be collected by the Servicer from a Mortgagor, or otherwise
received with respect to such Mortgage Loan (or the related REO Property);

(iv) to pay to the Servicer as additional servicing compensation (in
addition to the Servicing Fee) on each Remittance Date (A) subject to
Section 3.21(c) and Section 4.07, any interest or investment income earned
on funds deposited in the Collection Account or (B) any Prepayment
Interest Excesses to the extent permitted under Section 3.21(b);

(v) to pay to the applicable Person, with respect to each Mortgage
Loan that has previously been repurchased or replaced by such Person
pursuant to this Agreement or the Sponsor Representation Letter, all
amounts received thereon subsequent to the date of purchase or
substitution, as the case may be;

(vi) to reimburse the Servicer for (A) any P&I Advance or Servicing
Advance previously made which the Servicer has determined to be a
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance in
accordance with the provisions of Section 4.01 and (B) any unpaid
Servicing Fees related to any Second Lien Mortgage Loan to the extent not
recoverable from Liquidation Proceeds, Insurance Proceeds or other amounts
received with respect to the related Second Lien Mortgage Loan under
Section 3.11(a)(iii);

(vii) to pay, or to reimburse the Servicer for Servicing Advances in
respect of, expenses incurred in connection with any Mortgage Loan
pursuant to Section 3.15;

(viii) to reimburse the Servicer, the Depositor or the Trustee for
expenses incurred by or reimbursable to the Servicer, the Depositor or the
Trustee, as the case may be, pursuant to Section 6.03, Section 7.02 or
Section 8.05;

(ix) to reimburse the Servicer or the Trustee, as the case may be,
for expenses reasonably incurred in respect of the breach or defect giving
rise to the repurchase obligation under this Agreement or the Sponsor
Representation Letter that were included in the Repurchase Price of the
Mortgage Loan, including any expenses arising out of the enforcement of
the repurchase obligation, to the extent not otherwise paid pursuant to
the terms hereof;

(x) to withdraw any amounts deposited in the Collection Account in
error; and

(xi) to clear and terminate the Collection Account upon termination
of this Agreement;

(xii) to withdraw any amounts held in the related Collection Account
and not required to be remitted to the Trustee on the Remittance Date
occurring in the month in which such amounts are deposited into such
Collection Account, to reimburse such Servicer for unreimbursed P&I
Advances; and

(xiii) to invest funds in Permitted Investments in accordance with
Section 3.12.

(b) The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (a)(ii), (iii), (v), (vi), (vii), (viii), (ix) and
(x) above. The Servicer shall provide written notification (as set forth in
Section 4.01(d)) to the Trustee, on or prior to the next succeeding Remittance
Date, upon making any withdrawals from the Collection Account pursuant to
subclause (a)(vi) above.

Section 3.12 Investment of Funds in the Collection Account, Escrow
Accounts and the Distribution Account. (a) (i) The Servicer may invest the funds
in the Collection Account pursuant to Section 3.21(c) and (ii) the Servicer may
invest the funds in the Escrow Accounts (to the extent permitted by law and the
related Mortgage Loan documents) and the Trustee may (but is not obligated to)
invest funds in the Distribution Account during the Trustee Float Period and
shall (except during the Trustee Float Period) invest such funds in the
Distribution Account (for purposes of this Section 3.12, each such Account is
referred to as an "Investment Account"), in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
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;
provided, however, that any such Permitted Investment may mature, unless payable
on demand or held at the institution of the Trustee, no later than one Business
Day prior to the date on which such funds are required to be withdrawn from such
account pursuant to this Agreement. If no investment instruction is given in a
timely manner, the Trustee shall hold the funds in the Distribution Account
uninvested. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Servicer or the Trustee, as applicable. The Servicer or
the Trustee, as applicable, shall be entitled to sole possession over each such
investment, and any certificate or other instrument evidencing any such
investment shall be delivered directly to the Servicer or the Trustee or its
agent, as applicable, together with any document of transfer necessary to
transfer title to such investment to the Servicer or the Trustee or its agent,
as applicable. In the event amounts on deposit in an Investment Account are at
any time invested in a Permitted Investment payable on demand, the Servicer or
the Trustee, as applicable, may:

(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 that such
Permitted Investment would not constitute a Permitted
Investment in respect of funds thereafter on deposit in an
Investment Account.

(b) All income and gain realized from the investment of funds
deposited in the Collection Account (subject to Section 3.21(c) and Section
4.07) or Escrow Account, as applicable, held by or on behalf of the Servicer,
shall be for the benefit of the Servicer and shall be subject to its withdrawal
in the manner set forth in Section 3.11. The Servicer shall, from its own funds,
deposit in the Collection Account or Escrow Account, as applicable, the amount
of any loss of principal incurred in respect of any such Permitted Investment
made with funds in such accounts immediately upon realization of such loss.

(c) All income and gain realized from the investment of funds
deposited in the Distribution Account held by the Trustee, shall be for the
benefit of the Trustee, and shall be subject to the Trustee's withdrawal in the
manner set forth in Section 3.07(e). The Trustee shall, from its own funds,
deposit in the Distribution Account the amount of any loss of principal incurred
in respect of any such Permitted Investment made with funds in such account
immediately upon realization of such loss.

(d) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment of
funds held in the Escrow Account or the Collection Account, or if a default
occurs in any other performance required under any Permitted Investment of funds
held in the Escrow Account or the Collection Account, the Servicer shall take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.

(e) The Trustee shall not be liable for the amount of any loss
incurred with respect of any investment or lack of investment of funds held in
any Investment Account or the Distribution Account (except that if any losses
are incurred from the investment of funds deposited in the Distribution Account
during the Trustee Float Period, the Trustee shall be responsible for
reimbursing the Trust for such loss immediately upon realization of such loss)
if made in accordance with this Section 3.12.

(f) The Trustee or its Affiliates shall be permitted to receive
additional compensation that could be deemed to be in the Trustee'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 pursuant to this Agreement.

Section 3.13 Maintenance of Hazard Insurance and Errors and
Omissions and Fidelity Coverage. (a) The Servicer shall cause to be maintained
for each Mortgage Loan fire insurance with extended coverage on the related
Mortgaged Property in an amount which is at least equal to the least of (i) the
outstanding principal balance of such Mortgage Loan, (ii) the amount necessary
to fully compensate for any damage or loss to the improvements that are a part
of such property on a replacement cost basis and (iii) the maximum insurable
value of the improvements which are a part of such Mortgaged Property, in each
case in an amount not less than such amount as is necessary to avoid the
application of any coinsurance clause contained in the related hazard insurance
policy. The Servicer shall also cause to be maintained fire insurance with
extended coverage on each REO Property in an amount which is at least equal to
the lesser of (i) the maximum insurable value of the improvements which are a
part of such property and (ii) the outstanding principal balance of the related
Mortgage Loan at the time it became an REO Property, plus accrued interest at
the Mortgage Rate and related Servicing Advances. The Servicer will comply in
the performance of this Agreement with all reasonable rules and requirements of
each insurer under any such hazard policies. Any amounts to be collected by the
Servicer under any such policies (other than amounts required to be deposited in
the Escrow Account and applied to the restoration or repair of the property
subject to the related Mortgage or amounts to be released to the Mortgagor in
accordance with the procedures that the Servicer would follow in servicing loans
held for its own account, subject to the terms and conditions of the related
Mortgage and Mortgage Note) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.11. Any cost incurred by the
Servicer in maintaining any such insurance shall not, for the purpose of
calculating distributions to the Trustee, 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 and flood
insurance has been made available, the Servicer will cause to be maintained a
flood insurance policy in respect thereof. Such flood insurance shall be in an
amount equal to the lesser of (i) the unpaid principal balance of the related
Mortgage Loan and (ii) the maximum amount of such insurance available for the
related Mortgaged Property under the national flood insurance program (assuming
that the area in which such Mortgaged Property is located is participating in
such program).

In the event that the Servicer shall obtain and maintain a blanket
policy with an insurer either (i) acceptable to Fannie Mae or Freddie Mac or
(ii) having a general policy rating of A:VI or better in Best's (or such other
rating that is comparable to such rating) insuring against hazard losses on all
of the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first two sentences of this Section 3.13, it
being understood and agreed that such policy may contain a deductible clause, in
which case the Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy complying
with the first two sentences of this Section 3.13, and there shall have been one
or more losses which would have been covered by such policy, deposit to the
Collection Account from its own funds the amount not otherwise payable under the
blanket policy because of such deductible clause. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of itself and the Trustee, claims under
any such blanket policy in a timely fashion in accordance with the terms of such
policy.

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

Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. The Servicer will, to the extent it has knowledge of any conveyance
or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause, if any, applicable thereto; provided, however, that the
Servicer shall not be required to take such action if, in its sole business
judgment, the Servicer believes it is not in the best interests of the Trust
Fund and shall not exercise any such rights if prohibited by law from doing so.
If the Servicer reasonably believes it is unable under applicable law to enforce
such "due-on-sale" clause or if any of the other conditions set forth in the
proviso to the preceding sentence apply, the Servicer will enter into either (i)
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 or (ii) a
substitution agreement as provided in the succeeding sentence. The Servicer is
also authorized to enter into a substitution of liability agreement with such
person, pursuant to which the original Mortgagor is released from liability and
such person is substituted as the Mortgagor and becomes liable under the
Mortgage Note, provided, that no such substitution shall be effective unless
such person satisfies the underwriting criteria of the Servicer and has a credit
risk rating at least equal to that of the original Mortgagor. In connection with
any assumption, modification or substitution, the Servicer shall apply such
underwriting standards and follow such practices and procedures as shall be
normal and usual in its general mortgage servicing activities and as it applies
to other mortgage loans owned solely by it. The Servicer shall not take or enter
into any assumption and modification agreement, however, unless (to the extent
practicable in the circumstances) it shall have received confirmation, in
writing, of the continued effectiveness of any applicable hazard insurance
policy, or a new policy meeting the requirements of this Section is obtained.
Any fee collected by the Servicer in respect of an assumption or substitution of
liability agreement will be retained by the Servicer as additional servicing
compensation. In connection with any such assumption, no material term of the
Mortgage Note (including but not limited to the related Mortgage Rate and the
amount of the Scheduled Payment) may be amended or modified, except as otherwise
required pursuant to the terms thereof. The Servicer shall notify the Trustee
that any such substitution, modification or assumption agreement has been
completed by forwarding to the Custodian the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.

Notwithstanding the foregoing paragraph or any other provision of
this Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Servicer may be restricted by law from preventing, for any
reason whatsoever. For purposes of this Section 3.14, 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 3.15 Realization upon Defaulted Mortgage Loans. The Servicer
shall use its best efforts, consistent with Accepted Servicing Practices, to
foreclose upon or otherwise comparably convert (which may include an acquisition
of REO Property) 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 3.07, and which are not released from this Agreement pursuant to any
other provision hereof. The Servicer shall use reasonable efforts to realize
upon such defaulted Mortgage Loans in such manner as will maximize the receipt
of principal and interest by the Trustee, taking into account, among other
things, the timing of foreclosure proceedings; provided, however, with respect
to any Second Lien Mortgage Loan for which the related first lien mortgage loan
is not included in the Trust Fund, if, after such Mortgage Loan becomes 180 days
or more delinquent, the Servicer determines that a significant net recovery is
not possible through foreclosure, such Mortgage Loan may be charged off and the
Mortgage Loan will be treated as a Liquidated Mortgage Loan giving rise to a
Realized Loss. The foregoing is subject to the provisions that, in any case in
which Mortgaged Property shall have suffered damage from an uninsured cause, the
Servicer shall not be required to expend its own funds toward the restoration of
such property unless it shall determine in its sole discretion (i) that such
restoration will increase the net Liquidation Proceeds of the related Mortgage
Loan to the Trustee, after reimbursement to itself for such expenses, and (ii)
that such expenses will be recoverable by the Servicer through Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or Subsequent Recoveries
from the related Mortgaged Property, as contemplated in Section 3.11. The
Servicer shall be responsible for all other costs and expenses incurred by it in
any such proceedings; provided, however, that it shall be entitled to
reimbursement thereof as contemplated in Section 3.11.

The proceeds of any liquidation or REO Disposition, as well as any
recovery resulting from a partial collection of Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds or Subsequent Recoveries or any income from an
REO Property, will be applied in the following order of priority: first, to
reimburse the Servicer or any Subservicer for any related unreimbursed Servicing
Advances, and any previously unpaid late charges, fees and penalties, pursuant
to Section 3.11 or 3.17; second, to reimburse the Servicer for any related
unreimbursed P&I Advances, pursuant to Section 3.11; third, to accrued and
unpaid interest on the Mortgage Loan or REO Imputed Interest, at the Mortgage
Rate, to the date of the liquidation or REO Disposition, or to the Due Date
prior to the Remittance Date on which such amounts are to be distributed if not
in connection with a liquidation or REO Disposition; and fourth, as a recovery
of principal of the Mortgage Loan. If the amount of the recovery so allocated to
interest is less than a full recovery thereof, that amount will be allocated as
follows: first, to unpaid Servicing Fees; and second, as interest at the
Mortgage Rate (net of the Servicing Fee Rate). The portion of the recovery so
allocated to unpaid Servicing Fees shall be reimbursed to the Servicer or any
Subservicer pursuant to Section 3.11 or 3.17. The portions of the recovery so
allocated to interest at the Mortgage Rate (net of the Servicing Fee Rate) and
to principal of the Mortgage Loan shall be applied as follows: first, to
reimburse the Servicer or any Subservicer for any related unreimbursed Servicing
Advances in accordance with Section 3.11 or 3.17, and second, to the Trustee in
accordance with the provisions of Section 4.02, subject to paragraph (g) of
Section 3.17 with respect to certain excess recoveries from an REO Disposition.

Notwithstanding anything to the contrary contained herein, in
connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in
the event the Servicer has received actual notice of, or has actual knowledge of
the presence of, hazardous or toxic substances or wastes on the related
Mortgaged Property, or if the Trustee otherwise requests, the Servicer shall
cause an environmental inspection or review of such Mortgaged Property to be
conducted by a qualified inspector. Upon completion of the inspection, the
Servicer shall promptly provide the Trustee and the Depositor with a written
report of the environmental inspection.

After reviewing the environmental inspection report, the Servicer
shall determine consistent with Accepted Servicing Practices how the Servicer
shall proceed with respect to the Mortgaged Property. In the event (a) the
environmental inspection report indicates that the Mortgaged Property is
contaminated by hazardous or toxic substances or wastes and (b) the Servicer
proceeds with foreclosure or acceptance of a deed in lieu of foreclosure, the
Servicer shall be reimbursed for all reasonable costs associated with such
foreclosure or acceptance of a deed in lieu of foreclosure and any related
environmental clean-up costs, as applicable, from the related Liquidation
Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse the
Servicer, the Servicer shall be entitled to be reimbursed from amounts in the
Collection Account pursuant to Section 3.11. In the event the Servicer does not
proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the
Servicer shall be reimbursed from general collections for all Servicing Advances
made with respect to the related Mortgaged Property from the Collection Account
pursuant to Section 3.11.

Section 3.16 Release of Mortgage Files. (a) Upon the payment in full
of any Mortgage Loan, or the receipt by the Servicer of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Servicer will, within five (5) Business Days of the payment in full, notify the
Trustee and the Custodian by a certification (which certification shall include
a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.10 have been or will be so deposited)
of a Servicing Officer and shall request delivery to it of the Custodial File by
submitting a Request for Release, which Request for Release may be in an
electronic format in a form acceptable to the Custodian, to the Custodian (with
a copy to the Trustee). Upon receipt of such certification and Request for
Release, the Custodian shall promptly release the related Custodial File to the
Servicer within two (2) Business Days. No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to
the Collection Account unless such expenses constitute Servicing Advances.

(b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any Insurance Policy relating to the Mortgage Loans, the Custodian shall, upon
request of the Servicer and delivery to the Custodian of a Request for Release,
which Request for Release may be in an electronic format in a form acceptable to
the Custodian, release the related Custodial File to the Servicer within three
(3) Business Days, and the Trustee shall, at the direction of the Servicer
(which may be by a Request for Release), execute such documents as shall be
necessary to the prosecution of any such proceedings and the Servicer shall
retain the Mortgage File in trust for the benefit of the Trustee. Such Request
for Release shall obligate the Servicer to return each and every document
previously requested from the Custodial File to the Custodian when the need
therefor by the Servicer no longer exists, unless the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Collection Account or the Mortgage File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Servicer has delivered to the Custodian a certificate of
a Servicing Officer certifying as to the name and address of the Person to which
such Mortgage File or such document was delivered and the purpose or purposes of
such delivery. Upon receipt of a certificate of a Servicing Officer stating that
such Mortgage Loan was liquidated and that all amounts received or to be
received in connection with such liquidation that are required to be deposited
into the Collection Account have been so deposited, or that such Mortgage Loan
has become an REO Property, a copy of the Request for Release shall be released
by the Custodian to the Servicer or its designee. Upon receipt of a Request for
Release under this Section 3.16, the Custodian shall deliver the related
Custodial File to the Servicer (if by overnight courier it shall be at the
Servicer's expense).

Upon written certification of a Servicing Officer, the Trustee shall
execute and deliver to the Servicer copies of any court pleadings, requests for
trustee's sale or other documents reasonably 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, or shall exercise and deliver to the Servicer a power of attorney
sufficient to authorize the Servicer to execute such documents on its behalf.
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.

Section 3.17 Title, Conservation and Disposition of REO Property.
(a) This Section shall apply only to REO Properties acquired for the account of
the Trustee and shall not apply to any REO Property relating to a Mortgage Loan
which was purchased or repurchased from the Trustee pursuant to any provision
hereof. In the event that title to any such REO Property is acquired, the deed
or certificate of sale shall be issued to Deutsche Bank National Trust Company
(or, if applicable, the name of the successor Trustee) as Trustee for
Securitized Asset Backed Receivables LLC 2006-WM3 Mortgage Pass-Through
Certificates, Series 2006-WM3, or to its nominee, for the benefit of the
Certificateholders.

(b) The Servicer shall manage, conserve, protect and operate each
REO Property for the Trustee solely for the purpose of its prompt disposition
and sale. The Servicer, either itself or through an agent selected by the
Servicer, shall manage, conserve, protect and operate the REO Property in the
same manner that it manages, conserves, protects and operates other foreclosed
property for its own account, and in the same manner that similar property in
the same locality as the REO Property is managed. The Servicer shall attempt to
sell the same (and may temporarily rent the same for a period not greater than
one year, except as otherwise provided below) on such terms and conditions as
the Servicer deems to be in the best interest of the Trustee on behalf of the
Certificateholders. The Servicer shall notify the Trustee from time to time as
to the status of each REO Property.

(c) The Servicer shall use its best efforts to dispose of the REO
Property as soon as possible and shall sell such REO Property in any event
within three years after title has been taken to such REO Property, unless the
Servicer determines, and gives an appropriate notice to the Trustee to such
effect, that a longer period is necessary for the orderly liquidation of such
REO Property. Subject to Section 3.17(h), if a period longer than three years is
permitted under the foregoing sentence and is necessary to sell any REO
Property, the Servicer shall report monthly to the Trustee as to the progress
being made in selling such REO Property.

(d) The Servicer shall segregate and hold all funds collected and
received in connection with the operation of any REO Property separate and apart
from its own funds and general assets and shall deposit such funds in the
Collection Account.

(e) The Servicer shall deposit net of reimbursement to the Servicer
for any related outstanding Servicing Advances and unpaid Servicing Fees
provided in Section 3.11, or cause to be deposited, in no event more than two
(2) Business Days after the Servicer's receipt thereof, in the Collection
Account all revenues received with respect to the related REO Property and shall
withdraw therefrom funds necessary for the proper operation, management and
maintenance of the REO Property.

(f) The Servicer, upon an REO Disposition, shall be entitled to
reimbursement for any related unreimbursed Servicing Advances as well as any
unpaid Servicing Fees from proceeds received in connection with the REO
Disposition, as further provided in Section 3.11.

(g) Any net proceeds from an REO Disposition which are in excess of
the unpaid principal balance of the related Mortgage Loan plus all unpaid REO
Imputed Interest thereon through the date of the REO Disposition shall be
retained by the Servicer as additional servicing compensation.

(h) The Servicer shall use its reasonable best efforts to sell, or
cause the Subservicer to sell, in accordance with Accepted Servicing Practices,
any REO Property as soon as possible, but in no event later than the conclusion
of the third calendar year beginning after the year of its acquisition by
Pooling Tier REMIC-1 unless (i) the Servicer applies for an extension of such
period from the Internal Revenue Service pursuant to the REMIC Provisions and
Code Section 856(e)(3), in which event such REO Property shall be sold within
the applicable extension period, or (ii) the Servicer obtains for the Trustee an
Opinion of Counsel, addressed to the Depositor, the Trustee and the Servicer, to
the effect that the holding by Pooling Tier REMIC-1 of such REO Property
subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause any
Trust REMIC to fail to qualify as a REMIC under the REMIC Provisions or
comparable provisions of relevant state laws at any time. The Servicer shall
manage, conserve, protect and operate each REO Property for the Trustee, the
Certificateholders and the Trust Fund 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) or
result in the receipt by the Pooling Tier REMIC-1 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
Section 860G(a)(1) of the Code. Pursuant to its efforts to sell such REO
Property, the Servicer shall either itself or through an agent selected by the
Servicer protect and conserve such REO Property in the same manner and to such
extent as is customary in the locality where such REO Property is located and
may, incident to its conservation and protection of the interests of the Trustee
on behalf of the Certificateholders, rent the same, or any part thereof, as the
Servicer deems to be in the best interest of the Trustee on behalf of the
Certificateholders for the period prior to the sale of such REO Property;
provided, however, that any rent received or accrued with respect to such REO
Property qualifies as "rents from real property" as defined in Section 856(d) of
the Code.

Section 3.18 Notification of Adjustments. With respect to each
Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Rate on
the related Adjustment Date and shall adjust the Scheduled Payment on the
related mortgage payment adjustment date, if applicable, in compliance with the
requirements of applicable law and the related Mortgage and Mortgage Note. In
the event that an Index becomes unavailable or otherwise unpublished, the
Servicer shall select a comparable alternative index over which it has no direct
control and which is readily verifiable. The Servicer shall execute and deliver
any and all necessary notices required under applicable law and the terms of the
related Mortgage Note and Mortgage regarding the Mortgage Rate and Scheduled
Payment adjustments. The Servicer shall promptly, upon written request therefor,
deliver to the Trustee such notifications and any additional applicable data
regarding such adjustments and the methods used to calculate and implement such
adjustments. Upon the discovery by the Servicer or the receipt of notice from
the Trustee that the Servicer has failed to adjust a Mortgage Rate or Scheduled
Payment in accordance with the terms of the related Mortgage Note, the Servicer
shall deposit in the Collection Account from its own funds the amount of any
interest loss caused as such interest loss occurs.

Section 3.19 Access to Certain Documentation and Information
Regarding the Mortgage Loans. In the event the Servicer reasonably believes that
compliance with this Section will make the Mortgage Loans legal for investment
by federally insured savings and loan associations, the Servicer shall provide,
or cause the Subservicer to provide, to the Depositor, the Trustee, the OTS or
the FDIC and the examiners and supervisory agents thereof, access to the
documentation regarding the Mortgage Loans in its possession required by
applicable regulations of the OTS. 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 Servicer or, if applicable, any Subservicer. Nothing
in this Section shall derogate from the obligation of any such party to observe
any applicable law prohibiting disclosure of information regarding the
Mortgagors and the failure of any such party to provide access as provided in
this Section as a result of such obligation shall not constitute a breach of
this Section.

Section 3.20 Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee. The Servicer shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds, Condemnation Proceeds or Insurance
Proceeds in respect of any Mortgage Loan serviced by the Servicer. All Mortgage
Files and funds collected or held by, or under the control of, the Servicer in
respect of any Mortgage Loans, whether from the collection of principal and
interest payments or from Liquidation Proceeds, including, but not limited to,
any funds on deposit in its Collection Account, shall be held by the Servicer
for and on behalf of the Trustee and shall be and remain the sole and exclusive
property of the Trustee, subject to the applicable provisions of this Agreement.
The Servicer also agrees that it shall not create, incur or subject any Mortgage
File or any funds that are deposited in any Collection Account, the Distribution
Account or any Escrow Account, or any funds that otherwise are or may become due
or payable to the Trustee for the benefit of the Certificateholders, to any
claim, lien, security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of setoff
against any Mortgage File or any funds collected on, or in connection with, a
Mortgage Loan, except, however, that the Servicer shall be entitled to set off
against and deduct from any such funds any amounts that are properly due and
payable to the Servicer under this Agreement.

Section 3.21 Servicing Compensation. (a) As compensation for its
activities hereunder, the Servicer shall, with respect to each Mortgage Loan, be
entitled to retain from deposits to the Collection Account and from Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, Subsequent Recoveries and
REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to
each Mortgage Loan (less any portion of such amounts retained by any
Subservicer). In addition, the Servicer shall be entitled to recover unpaid
Servicing Fees out of related Late Collections and as otherwise permitted under
Section 3.11. The right to receive the Servicing Fee may not be transferred in
whole or in part except in connection with the transfer of all of the Servicer's
responsibilities and obligations under this Agreement; provided, however, that
the Servicer may pay from the Servicing Fee any amounts due to a Subservicer
pursuant to a Subservicing Agreement entered into under Section 3.02.

(b) Additional servicing compensation in the form of assumption or
modification fees, late payment charges, net Prepayment Interest Excesses (to
the extent not required to offset Prepayment Interest Shortfalls), NSF fees,
reconveyance fees and other similar fees and charges (other than Prepayment
Charges) shall be retained by the Servicer only to the extent such fees or
charges are received by the Servicer. The Servicer shall also be entitled as
additional servicing compensation, to interest or other income earned on
deposits in the Escrow Account (to the extent permitted by law and the related
Mortgage Loan documents) in accordance with Section 3.12.

(c) The Servicer shall also be entitled pursuant to Section
3.11(a)(iv) to withdraw from the Collection Account as additional servicing
compensation, interest or other income earned on deposits therein; provided,
however, the Servicer shall remit to the Trustee for deposit in the Supplemental
Float Account all income and gain realized from the investment of funds
deposited in the Collection Account.

(d) The Servicer shall be required to pay all expenses incurred by
it in connection with its servicing activities hereunder (including payment of
premiums for any blanket policy insuring against hazard losses pursuant to
Section 3.13, servicing compensation of the Subservicer to the extent not
retained by it and the fees and expenses of independent accountants and any
agents appointed by the Servicer), and shall not be entitled to reimbursement
therefor from the Trust Fund except as specifically provided in Section 3.11.

Section 3.22 Annual Statement as to Compliance. The Servicer shall
deliver, and shall cause each Subservicer engaged by the Servicer to deliver or
cause to be delivered, to the Depositor, the Rating Agencies and the Trustee on
or before March 5th of each calendar year, commencing in 2007, an Officer's
Certificate stating, as to each signatory thereof, that (i) a review of the
activities of the Servicer or Subservicer, as applicable, during the preceding
calendar year and of its performance under this Agreement or the applicable
Subservicing Agreement, as the case may be, has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based on such
review, the Servicer or Subservicer, as applicable, has fulfilled all of its
obligations under this Agreement or the applicable Subservicing Agreement, as
the case may be, in all material respects, throughout such year, or, if there
has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officers 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 the Servicer or Subservicer as to the nature of any failure by the Servicer
or Subservicer in the fulfillment of any of the Servicer's or Subservicer's
obligations. The obligations of the Servicer and Subservicer under this Section
apply to each Servicer and Subservicer that serviced a Mortgage Loan, as
applicable, during the applicable period, whether or not the Servicer or such
Subservicer is acting as Servicer or Subservicer, as applicable, at the time
such Officer's Certificate is required to be delivered. None of the Servicer or
Subservicer shall be required to cause the delivery of any Officer's Certificate
required by this Section until March 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.

In the event the Servicer or any Subservicer engaged by the Servicer
is terminated or resigns pursuant to the terms of this Agreement, or any
applicable agreement in the case of a Subservicer, as the case may be, such
party shall provide with respect to the year of termination an Officer's
Certificate pursuant to this Section 3.22 or to such applicable agreement, as
the case may be, notwithstanding any such termination, assignment or
resignation, but only covering the period prior to such termination.

Section 3.23 Annual Reports on Assessment of Compliance with
Servicing Criteria; Annual Independent Public Accountants' Attestation Report.

(a) Not later than March 5th of each calendar year commencing in
2007, the Servicer, the Trustee and the Custodian shall deliver, and the
Servicer shall cause each Subservicer engaged by the Servicer and the Servicer,
the Custodian and the Trustee shall cause each Subcontractor utilized by the
Servicer (or by any such Subservicer), the Custodian or the Trustee, as
applicable, and determined by the Servicer, the Custodian or the Trustee, as
applicable, pursuant to Section 3.02(e) to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB (in each case, a
"Servicing Function Participant"), to deliver, each at its own expense, to the
Depositor and the Trustee, a report on an assessment of compliance with the
Servicing Criteria applicable to it that contains (A) a statement by such party
of its responsibility for assessing compliance with the Servicing Criteria
applicable to it, (B) a statement that such party used the Servicing Criteria to
assess compliance with the applicable Servicing Criteria, (C) such party's
assessment of compliance with the applicable Servicing Criteria as of and for
the period ending the end of the fiscal year covered by the Form 10-K required
to be filed pursuant to Section 8.12, including, if there has been any material
instance of noncompliance with the applicable 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
Person's assessment of compliance with the applicable Servicing Criteria as of
and for such period. Each such assessment of compliance report shall be
addressed to the Depositor and signed by an authorized officer of the applicable
company, and shall address each of the applicable Servicing Criteria set forth
on Exhibit P hereto, or as set forth in the notification furnished to the
Depositor and the Trustee pursuant to Section 3.23(c). The Servicer, the
Custodian and the Trustee hereby acknowledge and agree that their respective
assessments of compliance will cover the items identified on Exhibit P hereto as
being covered by such party. The parties to this Agreement acknowledge that
where a particular Servicing Criteria has multiple components, each party's
assessment of compliance and related attestation of compliance will relate only
to those components that are applicable to such party. Promptly after receipt of
each such report on assessment of compliance, the Depositor shall review each
such report and, if applicable, consult with the Servicer, the Custodian or the
Trustee as to the nature of any material instance of noncompliance with the
Servicing Criteria applicable to it (and each Subservicer or Servicing Function
Participant engaged or utilized by the Servicer, such Subservicer, the Custodian
or the Trustee, as applicable), as the case may be. None of the Servicer, the
Custodian or the Trustee or any Subservicer or Servicing Function Participant
shall be required to cause the delivery of any such assessments until March 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.

In the event the Servicer, the Trustee, the Custodian, any
Subservicer or any Servicing Function Participant engaged by any such party is
terminated, assigns its rights and obligations under, or resigns pursuant to,
the terms of this Agreement, or any other applicable agreement, as the case may
be, such party shall provide with respect to the year of termination a report on
assessment of compliance pursuant to this Section 3.23, or to such other
applicable agreement, notwithstanding any such termination, assignment or
resignation.

(b) Not later than March 5th of each calendar year commencing in
2007, the Servicer, the Custodian and the Trustee shall cause, and the Servicer
shall cause each Subservicer engaged by the Servicer and the Servicer, the
Custodian and the Trustee shall cause each Servicing Function Participant
utilized by the Trustee, the Custodian or the Servicer, as applicable (or by any
Subservicer engaged by the Servicer), to cause, each at its own expense, a
registered public accounting firm (which may also render other services to such
party) that is a member of the American Institute of Certified Public
Accountants to furnish a report to the Trustee and the Depositor that attests to
and reports on such Person's assessment of compliance with the Servicing
Criteria applicable to it , with a copy to the Rating Agencies, to the effect
that (i) it has obtained a representation regarding certain matters from the
management of such Person, which includes an assertion that such Person has
complied with the Servicing Criteria applicable to it pursuant to Section
3.23(a) 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, that attests to and reports on such Person's assessment of compliance
with the Servicing Criteria applicable to it. 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. Each such related
accountant's attestation report shall be made in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Exchange Act. Promptly after receipt of each such accountants' attestation
report, the Depositor shall review the report and, if applicable, consult with
the Servicer, the Custodian or the Trustee as to the nature of any defaults by
the Servicer, the Custodian or the Trustee (and each Subservicer or Servicing
Function Participant engaged or utilized by the Servicer, the Custodian or the
Trustee, as applicable, or by any Subservicer engaged by the Servicer), as the
case may be, in the fulfillment of any of the Servicer's, the Custodian's, the
Trustee's or the applicable Subservicer's or Servicing Function Participant's
obligations hereunder or under any applicable sub-servicing agreement. None of
the Servicer, the Custodian, the Trustee or any Servicer or Servicing Function
Participant shall be required to cause the delivery of any such attestation
required by this paragraph until March 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.

(c) No later than February 1 of each fiscal year, commencing in
2007, the Servicer shall notify the Trustee and the Depositor as to the name of
each Subservicer engaged by it for the prior fiscal year and each Servicing
Function Participant utilized by it and by each Subservicer engaged by it, but
only to the extent there has been a change in the information in such
notification from notices previously delivered, and the Trustee and the
Custodian shall notify the Depositor as to the name of each Servicing Function
Participant utilized by the Trustee or the Custodian, as applicable, and each
such notice will specify what specific Servicing Criteria will be addressed in
the report on assessment of compliance prepared by such Subservicer and
Servicing Function Participant in each case, to the extent of any change from
the prior year's notice, if any. When the Servicer, the Custodian or the Trustee
submits its assessment pursuant to Section 3.23(a), the Servicer, the Custodian
and the Trustee, as applicable, will also at such time include the assessment
(and related attestation pursuant to Section 3.23(b)) of each Servicing Function
Participant utilized by it and by each Subservicer engaged by it.

In the event the Servicer, the Custodian, the Trustee, any
Subservicer or any Servicing Function Participant engaged by any such party, is
terminated, assigns its rights and duties under, or resigns pursuant to the
terms of, this Agreement, or any applicable agreement, as the case may be, such
party shall cause a registered public accounting firm to provide with respect to
the year of termination, at the cost and expense of such party, an attestation
report pursuant to this Section 3.23, or such other applicable agreement,
notwithstanding any such termination, assignment or resignation.

Section 3.24 Trustee to Act as Servicer. (a) Subject to Section
7.02, in the event that the Servicer shall for any reason no longer be the
Servicer hereunder (including by reason of an Event of Default), the Trustee or
its successor shall thereupon assume all of the rights and obligations of the
Servicer hereunder arising thereafter, except that the Trustee shall not be (i)
liable for losses of the predecessor Servicer pursuant to Section 3.10 or any
acts or omissions of the predecessor Servicer hereunder, (ii) obligated to
effectuate repurchases or substitutions of Mortgage Loans hereunder, including
but not limited to repurchases or substitutions pursuant to Section 2.03, (iii)
responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or
(iv) deemed to have made any representations and warranties of the Servicer
hereunder. Any such assumption shall be subject to Section 7.02.

(b) Every Subservicing Agreement entered into by the Servicer shall
contain a provision giving the successor Servicer the option to terminate such
agreement in the event a successor Servicer is appointed.

(c) If the Servicer shall for any reason no longer be the Servicer
(including by reason of any Event of Default), the Trustee (or any other
successor Servicer) may, at its option, succeed to any rights and obligations of
the Servicer under any Subservicing Agreement in accordance with the terms
thereof; provided, that the Trustee (or any other successor Servicer) shall not
incur any liability or have any obligations in its capacity as successor
Servicer under a Subservicing Agreement arising prior to the date of such
succession unless it expressly elects to succeed to the rights and obligations
of the Servicer thereunder; and the Servicer shall not thereby be relieved of
any liability or obligations under the Subservicing Agreement arising prior to
the date of such succession.

(d) The Servicer shall, upon request of the Trustee, but at the
expense of the Servicer, deliver to the assuming party all documents and records
relating to each Subservicing Agreement (if any) and the Mortgage Loans then
being serviced thereunder 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 Subservicing Agreement to the assuming party.

Section 3.25 Compensating Interest. The Servicer shall remit to the
Trustee on each Remittance Date for deposit in the Distribution Account an
amount from its own funds equal to the Compensating Interest payable by the
Servicer for the related Distribution Date.

Section 3.26 Credit Reporting; Gramm-Leach-Bliley Act. (a) With
respect to each Mortgage Loan, the Servicer agrees 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 the
primary borrower of such Mortgage Loan to Equifax, Experian and TransUnion
Credit Information Company (three of the credit repositories) on a monthly
basis.

(b) The Servicer shall comply with Title V of the Gramm-Leach-Bliley
Act of 1999 and all applicable regulations promulgated thereunder, relating to
the Mortgage Loans and the related borrowers and shall provide all required
notices thereunder.

ARTICLE IV

DISTRIBUTIONS AND
ADVANCES BY THE SERVICER

Section 4.01 Advances. (a) The amount of P&I Advances to be made by
the Servicer for any Remittance Date shall equal, subject to Section 4.01(c),
the sum of (i) the aggregate amount of Scheduled Payments (with each interest
portion thereof net of the related Servicing Fee), due during the Due Period
immediately preceding such Remittance Date in respect of the Mortgage Loans,
which Scheduled Payments were not received as of the close of business on the
related Determination Date, plus (ii) with respect to each REO Property, which
REO Property was acquired during or prior to the related Prepayment Period and
as to which such REO Property an REO Disposition did not occur during the
related Prepayment Period, an amount equal to the excess, if any, of the
Scheduled Payments (with each interest portion thereof net of the related
Servicing Fee) that would have been due on the related Due Date in respect of
the related Mortgage Loans, over the net income from such REO Property
transferred to the Collection Account for distribution on such Remittance Date.
With respect to any balloon payment on a Balloon Mortgage Loan, the Servicer
shall only be obligated to advance 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 with interest at the Mortgage Rate net
of the Servicing Fee Rate.

(b) On each Remittance Date, the Servicer shall remit in immediately
available funds to the Trustee an amount equal to the aggregate amount of P&I
Advances, if any, to be made in respect of the Mortgage Loans and REO Properties
for the related Remittance Date either (i) from its own funds or (ii) from the
Collection Account, to the extent of funds held therein for future distribution
(in which case, it will cause to be made an appropriate entry in the records of
Collection Account that Amounts Held for Future Distribution have been, as
permitted by this Section 4.01, used by the Servicer in discharge of any such
P&I Advance) or (iii) in the form of any combination of (i) and (ii) aggregating
the total amount of P&I Advances to be made by the Servicer with respect to the
Mortgage Loans and REO Properties. Any Amounts Held for Future Distribution and
so used shall be appropriately reflected in the Servicer's records and replaced
by the Servicer by deposit in the Collection Account on or before any future
Remittance Date to the extent required.

(c) The obligation of the Servicer to make such P&I Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan or REO Property, shall
continue until a Final Recovery Determination in connection therewith or the
removal thereof from coverage under this Agreement, except as otherwise provided
in this Section.

(d) Notwithstanding anything herein to the contrary, no P&I Advance
or Servicing Advance shall be required to be made hereunder by the Servicer if
such P&I Advance or Servicing Advance would, if made, constitute a
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. The
determination by the Servicer that it has made a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance or that any proposed P&I Advance or Servicing
Advance, if made, would constitute a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance, respectively, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Trustee. In addition, the
Servicer shall not be required to advance any Relief Act Interest Shortfalls or
any Prepayment Interest Shortfalls in excess of its obligations to pay
Compensating Interest pursuant to Section 3.25.

(e) Except as otherwise provided herein, the Servicer shall be
entitled to reimbursement pursuant to Section 3.11 for Servicing Advances and
any previously unpaid late charges, fees and penalties from recoveries from the
related Mortgagor or from all Liquidation Proceeds and other payments or
recoveries (including Insurance Proceeds, Condemnation Proceeds and Subsequent
Recoveries) with respect to the related Mortgage Loan.

Section 4.02 Priorities of Distribution. (a) On each Distribution
Date, the Trustee will make the disbursements and transfers from amounts then on
deposit in the Distribution Account in the following order of priority and to
the extent of the Available Funds remaining and, on such Distribution Date,
shall make distributions on the Certificates in accordance with such allocation:

(i) to the holders of each Class of LIBOR Certificates and to the
Supplemental Interest Account in the following order of priority:

(A) to the Supplemental Interest Account, the sum of (x) all
Net Swap Payments and (y) any Swap Termination Payment owed to the
Swap Provider, if any, from Available Funds, but not including any
Defaulted Swap Termination Payment;

(B) from the Interest Remittance Amount, to the Class A
Certificates, the related Accrued Certificate Interest Distribution
Amounts and Unpaid Interest Amounts for such Distribution Date,
allocated pro rata based on their respective entitlements to those
amounts;

(C) from any remaining Interest Remittance Amount, to the
Class M-1 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;

(D) from any remaining Interest Remittance Amount, to the
Class M-2 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;

(E) from any remaining Interest Remittance Amount, to the
Class M-3 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;

(F) from any remaining Interest Remittance Amount, to the
Class M-4 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;

(G) from any remaining Interest Remittance Amount, to the
Class M-5 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;

(H) from any remaining Interest Remittance Amount, to the
Class B-1 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;

(I) from any remaining Interest Remittance Amount, to the
Class B-2 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date;

(J) from any remaining Interest Remittance Amount, to the
Class B-3 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date; and

(K) from any remaining Interest Remittance Amount, to the
Class B-4 Certificates, the Accrued Certificate Interest
Distribution Amount for such Class on such Distribution Date.

(ii) (A) on each Distribution Date (1) before the Stepdown Date or
(2) with respect to which a Trigger Event is in effect, to the holders of
the related Class or Classes of LIBOR Certificates then entitled to
distributions of principal as set forth below, from amounts remaining on
deposit in the Distribution Account after making distributions pursuant to
clause (i) above, an amount equal to the Principal Distribution Amount in
the following order of priority:

(a) to the Class A Certificates, allocated as described in
Section 4.02(c), until the respective Class Certificate Balances
thereof are reduced to zero; and

(b) sequentially to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class B-1, Class B-2, Class B-3 and Class B-4
Certificates, in that order, until the respective Class Certificate
Balances are reduced to zero;

(B) on each Distribution Date (1) on and after the Stepdown Date and
(2) as long as a Trigger Event is not in effect, to the holders of the
related Class or Classes of LIBOR Certificates then entitled to
distribution of principal, from amounts remaining on deposit in the
Distribution Account after making distributions pursuant to clause (i)
above, an amount equal to, in the aggregate, the Principal Distribution
Amount in the following amounts and order of priority:

(a) to the Class A Certificates, the lesser of (x) the
Principal Distribution Amount and (y) the Class A Principal
Distribution Amount, allocated as described in Section 4.02(c),
until the respective Class Certificate Balances thereof are reduced
to zero;

(b) to the Sequential Class M Certificates, allocated
sequentially, first to the Class M-1 Certificates, then to the Class
M-2 Certificates and then to the Class M-3 Certificates, the lesser
of (x) the excess of (i) the Principal Distribution Amount over (ii)
the amount distributed to the Class A Certificateholders in clause
(ii)(B)(a) above, to the Class M-1 Certificates in clause (ii)(B)(b)
above and (y) the Sequential Class M Principal Distribution Amount,
in each case until their respective Class Certificate Balances have
been reduced to zero;

(c) to the Class M-4 Certificates, the lesser of (x) the
excess of (i) the Principal Distribution Amount over (ii) the amount
distributed to the Class A Certificateholders in clause (ii)(B)(a)
above and to the Sequential Class M Certificateholders in clause
(ii)(B)(b) above and (y) the Class M-4 Principal Distribution
Amount, until their Class Certificate Balance has been reduced to
zero;

(d) to the Class M-5 Certificates, the lesser of (x) the
excess of (i) the Principal Distribution Amount over (ii) the amount
distributed to the Class A Certificateholders in clause (ii)(B)(a)
above, to the Sequential Class M Certificateholders in clause
(ii)(B)(b) above and to the Class M-4 Certificateholders in clause
(ii)(B)(c) above and (y) the Class M-5 Principal Distribution
Amount, until their Class Certificate Balance has been reduced to
zero;

(e) to the Class B-1 Certificates, the lesser of (x) the
excess of (i) the Principal Distribution Amount over (ii) the amount
distributed to the Class A Certificateholders in clause (ii)(B)(a)
above, to the Sequential Class M Certificateholders in clause
(ii)(B)(b) above, to the Class M-4 Certificateholders in clause
(ii)(B)(c) above and to the Class M-5 Certificateholders in clause
(ii)(B)(d) above and (y) the Class B-1 Principal Distribution
Amount, until their Class Certificate Balance has been reduced to
zero;

(f) to the Class B-2 Certificates, the lesser of (x) the
excess of (i) the Principal Distribution Amount over (ii) the amount
distributed to the Class A Certificateholders in clause (ii)(B)(a)
above, to the Sequential Class M Certificateholders in clause
(ii)(B)(b) above, to the Class M-4 Certificateholders in clause
(ii)(B)(c) above, to the Class M-5 Certificateholders in clause
(ii)(B)(d) above and to the Class B-1 Certificateholders in clause
(ii)(B)(e) above and (y) the Class B-2 Principal Distribution
Amount, until their Class Certificate Balance has been reduced to
zero;

(g) to the Class B-3 Certificates, the lesser of (x) the
excess of (i) the Principal Distribution Amount over (ii) the amount
distributed to the Class A Certificateholders in clause (ii)(B)(a)
above, to the Sequential Class M Certificateholders in clause
(ii)(B)(b) above, to the Class M-4 Certificateholders in clause
(ii)(B)(c) above, to the Class M-5 Certificateholders in clause
(ii)(B)(d) above, to the Class B-1 Certificateholders in clause
(ii)(B)(e) above and to the Class B-2 Certificateholders in clause
(ii)(B)(f) above and (y) the Class B-3 Principal Distribution
Amount, until their Class Certificate Balance has been reduced to
zero; and

(h) to the Class B-4 Certificates, the lesser of (x) the
excess of (i) the Principal Distribution Amount over (ii) the amount
distributed to the Class A Certificateholders in clause (ii)(B)(a)
above, to the Sequential Class M Certificateholders in clause
(ii)(B)(b) above, to the Class M-4 Certificateholders in clause
(ii)(B)(c) above, to the Class M-5 Certificateholders in clause
(ii)(B)(d) above, to the Class B-1 Certificateholders in clause
(ii)(B)(e) above, to the Class B-2 Certificateholders in clause
(ii)(B)(f) above and to the Class B-3 Certificateholders in clause
(ii)(B)(g) above and (y) the Class B-4 Principal Distribution
Amount, until their Class Certificate Balance has been reduced to
zero; and

(iii) any amount remaining after the distributions in clauses (i)
and (ii) above, plus as specifically indicated below, from amounts on
deposit in the Excess Reserve Fund Account, shall be distributed in the
following order of priority:

(A) to the Class M-1 Certificates, any Unpaid Interest Amount
for such Class;

(B) to the Class M-1 Certificates, any Unpaid Realized Loss
Amount for such Class;

(C) to the Class M-2 Certificates, any Unpaid Interest Amount
for such Class;

(D) to the Class M-2 Certificates, any Unpaid Realized Loss
Amount for such Class;

(E) to the Class M-3 Certificates, any Unpaid Interest Amount
for such Class;

(F) to the Class M-3 Certificates, any Unpaid Realized Loss
Amount for such Class;

(G) to the Class M-4 Certificates, any Unpaid Interest Amount
for such Class;

(H) to the Class M-4 Certificates, any Unpaid Realized Loss
Amount for such Class;

(I) to the Class M-5 Certificates, any Unpaid Interest Amount
for such Class;

(J) to the Class M-5 Certificates, any Unpaid Realized Loss
Amount for such Class;

(K) to the Class B-1 Certificates, any Unpaid Interest Amount
for such Class;

(L) to the Class B-1 Certificates, any Unpaid Realized Loss
Amount for such Class;

(M) to the Class B-2 Certificates, any Unpaid Interest Amount
for such Class;

(N) to the Class B-2 Certificates, any Unpaid Realized Loss
Amount for such Class;

(O) to the Class B-3 Certificates, any Unpaid Interest Amount
for such Class;

(P) to the Class B-3 Certificates, any Unpaid Realized Loss
Amount for such Class;

(Q) to the Class B-4 Certificates, any Unpaid Interest Amount
for such Class;

(R) to the Class B-4 Certificates, any Unpaid Realized Loss
Amount for such Class;

(S) to the Excess Reserve Fund Account, the amount of any
Basis Risk Payment for such Distribution Date;

(T) from funds on deposit in the Excess Reserve Fund Account
with respect to such Distribution Date, an amount equal to any
remaining unpaid Basis Risk Carry Forward Amount with respect to any
LIBOR Certificate for such Distribution Date to the LIBOR
Certificates in the same order and priority in which the Accrued
Certificate Interest Distribution Amount is allocated among such
Classes of Certificates, except that the Class A Certificates shall
be paid (a) first, among the Class A Certificates, pro rata, based
upon their respective Class Certificate Balances (only with respect
to those Class A Certificates with an outstanding Basis Risk Carry
Forward Amount) and (b) second, any remaining amounts to the Class A
Certificates, pro rata, based on any such Basis Risk Carry Forward
Amounts remaining unpaid;

(U) to the Supplemental Interest Account, the amount of any
Defaulted Swap Termination Payment owed to the Swap Provider;

(V) to the Class X Certificates, the remainder of the Class X
Distributable Amount not distributed pursuant to Sections
4.02(a)(iii)(A)-(U);

(W) to the Class R-I Certificates, any remaining amount, in
respect of Pooling Tier REMIC-1 (including, for the avoidance of
doubt, amounts paid from the Collection Account to the Supplemental
Float Account and remaining after application pursuant to Section
4.07(i)-(iv)); and

(X) to the Class R-II Certificates, any remaining amount, in
respect of Pooling Tier REMIC-2, the Lower Tier REMIC and the Upper
Tier REMIC.

If on any Distribution Date, as a result of the foregoing allocation
rules, any Class of Class A Certificates does not receive in full the related
Accrued Certificate Interest Distribution Amount or the related Unpaid Interest
Amount, if any, then such shortfall will be allocated to the Holders of such
Class, with interest thereon, on future Distribution Dates, as any Unpaid
Interest Amount, subject to the priorities described above.

(b) On each Distribution Date, prior to any distributions on any
other Class of Certificates, all amounts representing Prepayment Charges from
the Mortgage Loans received during the related Prepayment Period (including
amounts payable by the Servicer pursuant to Section 3.07) shall be distributed
by the Trustee to the holders of the Class P Certificates.

(c) Any principal allocated to the Class A Certificates shall be
allocated sequentially, first to the Class A-1 Certificates, until their Class
Certificate Balance has been reduced to zero, then to the Class A-2
Certificates, until their Class Certificate Balance has been reduced to zero,
and then to the Class A-3 Certificates, until their Class Certificate Balance
has been reduced to zero; provided, however, that on and after the Distribution
Date on which the aggregate Class Certificate Balances of the Subordinated
Certificates and the principal balance of the Class X Certificates have been
reduced to zero, any principal distributions allocated to the Class A
Certificates shall be allocated pro rata among the Classes of Class A
Certificates, based on their respective Class Certificate Balances, until their
respective Class Certificate Balances have been reduced to zero.

(d) On any Distribution Date, any Relief Act Shortfalls and Net
Prepayment Interest Shortfalls for such Distribution Date shall be allocated by
the Trustee as a reduction in the following order:

(i) First, to the portion of the Class X Distributable Amount
allocable to interest; and

(ii) Second, pro rata, as a reduction of the Accrued Certificate
Interest Distribution Amount for the Class A, Class M and Class B
Certificates, based on the amount of interest to which such Classes would
otherwise be entitled.

Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments made
or received under the Interest Rate Swap Agreement and Cap Agreement and
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. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders. Such amounts shall be deemed to have been distributed to
such Certificateholders for all purposes of this Agreement.

Section 4.03 Monthly Statements to Certificateholders. (a) Not later
than each Distribution Date, the Trustee shall make available to each
Certificateholder, the Servicer, the Depositor and each Rating Agency a
statement based in part on information provided by the Servicer setting forth
with respect to the related distribution:

(i) the actual Distribution Date, the related Record Date, the
Interest Accrual Period(s) for each Class for such Distribution Date and
the LIBOR Determination Date for such Interest Accrual Period;

(ii) the amount of Available Funds;

(iii) the amount of Available Funds allocable to principal, the
Principal Remittance Amount (separately identifying the components
thereof) and the Principal Distribution Amount (and the calculation
thereof);

(iv) the amount of Available Funds allocable to interest and each
Interest Remittance Amount;

(v) the amount of any Unpaid Interest Amount for each Class included
in such distribution and any remaining Unpaid Interest Amounts after
giving effect to such distribution, any Basis Risk Carry Forward Amount
for each Class and the amount of such Basis Risk Carry Forward Amount
covered by withdrawals from the Excess Reserve Fund Account on such
Distribution Date;

(vi) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the amount
of the shortfall and the allocation of the shortfall as between principal
and interest, including any Basis Risk Carry Forward Amount not covered by
amounts in the Excess Reserve Fund Account;

(vii) the Class Certificate Balance of each Class of Certificates
before and after giving effect to the distribution of principal on such
Distribution Date;

(viii) the Pool Stated Principal Balance for the related
Distribution Date;

(ix) the amount of the Expense Fees paid to or retained by the
Servicer and paid to or retained by the Trustee (stated separately and in
the aggregate) with respect to such Distribution Date;

(x) the Pass-Through Rate for each such Class of Certificates with
respect to such Distribution Date;

(xi) the amount of Advances included in the distribution on such
Distribution Date reported by the Servicer (and the Trustee as successor
servicer and any other successor servicer, if applicable) as of the close
of business on the Determination Date immediately preceding such
Distribution Date;

(xii) the number and aggregate outstanding principal balances of
Mortgage Loans (1) as to which the Scheduled Payment is delinquent 31 to
60 days, 61 to 90 days, 91 or more days, and in such other periods and for
such times as required by Regulation AB, (2) that have become REO
Property, (3) that are in foreclosure and (4) that are in bankruptcy, in
each case as of the close of business on the last Business Day of the
immediately preceding month;

(xiii) for each of the preceding 12 calendar months, or all calendar
months since the related Cut-off Date, whichever is less, the aggregate
dollar amount of the Scheduled Payments (A) due on all outstanding
Mortgage Loans on each of the Due Dates in each such month and (B)
delinquent 60 days or more on each of the Due Dates in each such month;

(xiv) with respect to any Mortgage Loans that became REO Properties
during the preceding calendar month, the aggregate number of such Mortgage
Loans and the aggregate outstanding principal balance of such Mortgage
Loans as of the close of business on the last Business Day of the
immediately preceding month and the month and year of acquisition of such
REO Properties;

(xv) the total number and outstanding principal balance of any REO
Properties (and market value, if available) as of the close of business on
the last Business Day of the immediately preceding month;

(xvi) whether a Trigger Event has occurred and is continuing
(including the calculation demonstrating the existence of the Trigger
Event);

(xvii) the amount on deposit in the Excess Reserve Fund Account
(after giving effect to distributions on such Distribution Date);

(xviii) in the aggregate and for each Class of Certificates, the
aggregate amount of Applied Realized Loss Amounts incurred during the
preceding calendar month and aggregate Applied Realized Loss Amounts
through such Distribution Date;

(xix) the amount of any Net Monthly Excess Cash Flow on such
Distribution Date and the allocation of it to the Certificateholders with
respect to Unpaid Interest Amounts, Applied Realized Loss Amounts and
Basis Risk Carry Forward Amounts;

(xx) the amount of any Net Swap Payments, Net Swap Receipts, Swap
Termination Payments or Defaulted Swap Termination Payments;

(xxi) the calculations of LIBOR and Swap LIBOR;

(xxii) the Subordinated Amount and Specified Subordinated Amount;

(xxiii) Prepayment Charges collected or paid (pursuant to Section
3.07(a)) by the Servicer;

(xxiv) the Cumulative Loss Percentage and the aggregate amount of
Realized Losses used to calculate the Cumulative Loss Percentage;

(xxv) the amount distributed on the Class X Certificates;

(xxvi) the amount of any Subsequent Recoveries for such Distribution
Date;

(xxvii) the number of Mortgage Loans at the beginning and end of the
applicable reporting period, the pool factor, and the weighted average
interest rate, and weighted average remaining term;

(xxviii) if applicable, the amount distributed to the Supplemental
Float Account; and

(xxix) if applicable, the amount distributed to the Class R-1
Certificates.

In addition, each Form 10-D prepared and filed by the Trustee
pursuant to Section 8.12 shall include the following information with respect to
the related distribution:

(A) material breaches of Mortgage Loan representations and
warranties of which the Trustee has actual knowledge or has received
written notice; and

(B) material breaches of any covenants under this Agreement of which
the Trustee has actual knowledge or has received written notice.

(b) The Trustee's responsibility for providing the above statement
to the Certificateholders, each Rating Agency and the Depositor is limited, if
applicable, to the availability, timeliness and accuracy of the information
derived from the Servicer. The Trustee shall make available the above statement
via the Trustee's internet website. The Trustee's website will initially be
located at https://www.tss.db.com/invr and assistance in using the website can
be obtained by calling the Trustee's investor relations desk at 1-800-735-7777.
A paper copy of the above statement will also be made available upon request.
Parties that are unable to use the website are entitled to have a paper copy
mailed to them via first class mail by calling the customer service desk and
indicating such. The Trustee may change the way the monthly statements to
Certificateholders are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trustee shall
provide timely and adequate notification to all above parties regarding any such
changes. As a condition to access the Trustee's internet website, the Trustee
may require registration and the acceptance of a disclaimer. The Trustee will
not be liable for the dissemination of information in accordance with this
Agreement.

The Trustee shall make available to each Analytics Company via the
Trustee's internet website each statement to Certificateholders prepared
pursuant to this Section 4.03(a). The Trustee and the Servicer shall cooperate
in good faith with the Depositor to reconcile any discrepancies in such
statements, and the Trustee shall provide any corrections to such statements to
each Analytics Company as soon as reasonably practicable after the related
Distribution Date.

The Trustee will also be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the monthly statement to Certificateholders
and may affix thereto any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).

(c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at any
time during the calendar year was a Certificateholder, a statement containing
the information set forth in clauses (a)(i) and (a)(ii) of this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as from time to time in effect.

(d) Not later than three Business Days following the Determination
Date and in no event later than the 20th calendar day of each month, the
Servicer shall furnish to the Depositor with respect to clause (i) below and the
Trustee with respect to clause (ii) below, a monthly remittance advice statement
(the "Servicer Remittance Report") (in a format mutually agreed upon by the
Servicer, the Trustee and the Depositor) containing such information as shall be
reasonably requested (i) by the Depositor to enable the Depositor to disclose
"static pool information", as required by Item 1105 of Regulation AB, with
respect to the Mortgage Loans, and (ii) by the Trustee to enable the Trustee to
provide the reports required by Section 4.03(a) as to the accompanying
remittance. The Servicer shall concurrently deliver to the Depositor a data
tape, in form and substance reasonably satisfactory to the Depositor and the
Servicer, containing the information required pursuant to this Section 4.03(d)
on a loan-by-loan basis for all of the Mortgage Loans.

The Servicer Remittance Report shall, at a minimum, document, on
such Determination Date, Mortgage Loan payment activity on an individual
Mortgage Loan basis, as follows:

(i) with respect to each Scheduled Payment, the amount of such
remittance allocable to principal (including a separate breakdown of any
Principal Prepayment, including the date of such prepayment, and any
Prepayment Charges, received during the related Prepayment Period along
with a detailed report of interest on principal prepayment amounts
remitted in accordance with Section 3.25);

(ii) with respect to each Scheduled Payment, the amount of such
remittance allocable to interest;

(iii) the amount of Servicing Fees received by the Servicer during
the prior distribution period;

(iv) the individual and aggregate Stated Principal Balance of the
Mortgage Loans;

(v) the aggregate expenses reimbursed to the Servicer during the
prior distribution period pursuant to Section 3.11; and

(vi) the number and aggregate outstanding principal balances of
Mortgage Loans (a) delinquent 31 to 60 days, 61 to 90 days, 91 or more
days, and in such other periods and for such times as required by
Regulation AB; (b) as to which foreclosure or bankruptcy proceedings of
the related mortgagor have commenced; and (c) as to which REO Property has
been acquired.

(e) For all purposes of this Agreement, with respect to any Mortgage
Loan, delinquencies shall be determined and reported based on the so-called
"OTS" methodology for determining delinquencies on mortgage loans similar to the
Mortgage Loans. By way of example, a Mortgage Loan would be delinquent with
respect to a Scheduled Payment due on a Due Date if such Scheduled Payment is
not made by the close of business on the Mortgage Loan's next succeeding Due
Date, and a Mortgage Loan would be more than 30-days Delinquent with respect to
such Scheduled Payment if such Scheduled Payment were not made by the close of
business on the Mortgage Loan's second succeeding Due Date. The Servicer hereby
represents and warrants to the Depositor that this delinquency recognition
policy is not less restrictive than any delinquency recognition policy
established by the primary safety and soundness regulator, if any, of the
Servicer with respect to mortgage loans similar to the Mortgage Loans.

Section 4.04 Certain Matters Relating to the Determination of LIBOR.
LIBOR shall be calculated by the Trustee in accordance with the definition of
LIBOR. Until all of the LIBOR Certificates are paid in full, the Trustee shall
at all times retain at least four Reference Banks for the purpose of determining
LIBOR with respect to each LIBOR Determination Date. The Trustee initially shall
designate the Reference Banks (after consultation with the Depositor). Each
"Reference Bank" shall be a leading bank engaged in transactions in Eurodollar
deposits in the international Eurocurrency market, shall not control, be
controlled by, or be under common control with, the Trustee and shall have an
established place of business in London. If any such Reference Bank should be
unwilling or unable to act as such or if the Trustee should terminate its
appointment as Reference Bank, the Trustee shall promptly appoint or cause to be
appointed another Reference Bank (after consultation with the Depositor). The
Trustee shall have no liability or responsibility to any Person for (i) the
selection of any Reference Bank for purposes of determining LIBOR or (ii) any
inability to retain at least four Reference Banks which is caused by
circumstances beyond its reasonable control.

(i) The Pass-Through Rate for each Class of LIBOR Certificates for
each Interest Accrual Period shall be determined by the Trustee on each
LIBOR Determination Date so long as the LIBOR Certificates are Outstanding
on the basis of LIBOR and the respective formulae appearing in footnotes
corresponding to the LIBOR Certificates in the table relating to the
Certificates in the Preliminary Statement. The Trustee shall not have any
liability or responsibility to any Person for its inability, following a
good-faith reasonable effort, to obtain quotations from the Reference
Banks or to determine the arithmetic mean referred to in the definition of
LIBOR, all as provided for in this Section 4.04 and the definition of
LIBOR. The establishment of LIBOR and each Pass-Through Rate for the LIBOR
Certificates by the Trustee shall (in the absence of manifest error) be
final, conclusive and binding upon each Holder of a Certificate and the
Trustee.

Section 4.05 Allocation of Applied Realized Loss Amounts. Any
Applied Realized Loss Amounts shall be allocated by the Trustee to the most
junior Class of Subordinated Certificates then Outstanding in reduction of the
Class Certificate Balance thereof.

Section 4.06 Supplemental Interest Account. On the Closing Date, the
Trustee shall establish and maintain in its name, a separate non-interest
bearing trust account for the benefit of the holders of the LIBOR Certificates
(the "Supplemental Interest Account") as a part of the Trust Fund. The
Supplemental Interest Account shall be an Eligible Account, and funds on deposit
therein shall be held separate and apart from, and shall not be commingled with,
any other moneys, including, without limitation, other moneys of the Trustee
held pursuant to this Agreement.

On any Distribution Date, Interest Rate Cap Payments, Swap
Termination Payments, Net Swap Payments owed to the Swap Provider and Net Swap
Receipts for that Distribution Date will be deposited into the Supplemental
Interest Account. Funds in the Supplemental Interest Account will be distributed
in the following order of priority:

(i) to the Swap Provider, the sum of (x) all Net Swap Payments and
(y) any Swap Termination Payment (to the extent not previously received by
the Swap Provider as a Replacement Swap Provider Payment), other than a
Defaulted Swap Termination Payment, to the Swap Provider, if any, owed for
that Distribution Date;

(ii) to the Class A Certificates, to pay Accrued Certificate
Interest Distribution Amounts and, if applicable, any Unpaid Interest
Amounts as described in Section 4.02(a)(i), to the extent unpaid from
Available Funds;

(iii) sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class B-1, Class B-2, Class B-3 and Class B-4
Certificates, in that order, to pay Accrued Certificate Interest
Distribution Amounts and, if applicable, any Unpaid Interest Amounts as
described in Section 4.02(a)(i) and (iii), to the extent unpaid from
Available Funds;

(iv) to the LIBOR Certificates, to pay Basis Risk Carry Forward
Amounts as described in Section 4.02(a)(iii)(T), to the extent unpaid from
Available Funds (including Basis Risk Payments on deposit in the Excess
Reserve Fund Account);

(v) sequentially, to the Class A, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class B-1, Class B-2, Class B-3 and Class B-4
Certificates, in that order, to pay principal as described in Section
4.02(a)(ii)(A) or Section 4.02(a)(ii)(B), as applicable, but only to the
extent necessary to restore the Subordinated Amount to the Specified
Subordinated Amount as a result of current or prior Realized Losses not
previously reimbursed, after giving effect to payments and distributions
from Available Funds;

(vi) sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class B-1, Class B-2, Class B-3 and Class B-4
Certificates, in that order, to pay any Unpaid Interest Amounts as
described in Section 4.02(a)(iii), to the extent unpaid from Available
Funds;

(vii) to the Swap Provider, any Defaulted Swap Termination Payment
owed to the Swap Provider for that Distribution Date; and

(viii) to the holders of the Class X Certificates, any remaining
amounts.

Notwithstanding any other provision in this Agreement, in the event
that the Interest Rate Swap Agreement is terminated and the Trust enters into a
replacement interest rate swap agreement and the Trust is entitled to receive a
payment from a replacement swap provider, the Trustee shall direct the
replacement swap provider to make such payment (the "Replacement Swap Provider
Payment") to the Supplemental Interest Account. The Supplemental Interest
Account shall pay to the Swap Provider the lesser of (x) the amount so received
and (y) any Swap Termination Payment owed to the Swap Provider (to the extent
not already paid by the Trust) that is being replaced immediately upon receipt
of the Replacement Swap Provider Payment, regardless of whether the date of
receipt thereof is a Distribution Date; provided that to the extent that the
Replacement Swap Provider Payment is less than the Swap Termination Payment owed
to the Swap Provider, any remaining amounts will be paid to the Swap Provider on
the subsequent Distribution Date (unless the Replacement Swap Provider Payment
is paid to the Swap Provider on a Distribution Date, in which case such
remaining amounts will be paid on such Distribution Date) in accordance with the
priority of payments described in Section 4.02 of this Agreement. For the
avoidance of doubt, the parties agree that the Swap Provider shall have first
priority to any Replacement Swap Provider Payment over the payment by the Trust
to Certificateholders, any Servicer, any Custodian, any Responsible Party, the
Trustee or any other Person.

Notwithstanding the foregoing, in the event that the Trust receives
a Swap Termination Payment and a successor Swap Provider cannot be obtained,
then the Trustee shall establish a separate, non-interest bearing trust account
as a reserve account within, and constituting a part of, the Supplemental
Interest Account and deposit the Swap Termination Payment into such account. On
each subsequent Distribution Date (so long as funds are available in such
reserve account), the Trustee shall withdraw from the reserve account and
deposit into the Supplemental Interest Account an amount equal to the amount of
any Net Swap Receipt due the Trust (calculated in accordance with the terms of
the original Interest Rate Swap Agreement) and treat such amount as a Net Swap
Receipt for purposes of determining the distributions from the Supplemental
Interest Account. The remaining amount in the reserve account will remain in
that account and not treated as a Swap Termination Payment for purposes of
determining the distributions from the Supplemental Interest Account until the
final Distribution Date.

Upon termination of the Trust, any amounts remaining in the
Supplemental Interest Account shall be distributed pursuant to the priorities
set forth in this Section 4.06.

The Trustee shall account for the Supplemental Interest Account as
an asset of a grantor trust under subpart E, Part I of subchapter J of the Code
and not as an asset of any Trust REMIC created pursuant to this Agreement. The
beneficial owners of the Supplemental Interest Account are the Class X
Certificateholders. For federal income tax purposes, Net Swap Payments and Swap
Termination Payments payable to the Swap Provider shall be deemed to be paid to
the Supplemental Interest Account from the Upper Tier REMIC, first, by the
Holder of the Class X Certificates (in respect of the Class IO Interest and, if
applicable, the Class X Interest) and second, other than any Defaulted Swap
Termination Payment, by the Holders of the applicable Class or Classes of LIBOR
Certificates (in respect of Class IO Shortfalls) as and to the extent provided
in Section 8.13.

Any Basis Risk Carry Forward Amounts and, without duplication, Upper
Tier Carry Forward Amounts distributed by the Trustee to the LIBOR
Certificateholders from the Excess Reserve Fund Account or the Supplemental
Interest Account shall be accounted for by the Trustee, for federal income tax
purposes, as amounts paid first to the Holders of the Class X Certificates (in
respect of the Class X Interest or the Class IO Interest, respectively) and then
to the respective Class or Classes of LIBOR Certificates. In addition, the
Trustee shall account for the rights of Holders of each Class of LIBOR
Certificates to receive payments of Basis Risk Carry Forward Amounts and,
without duplication, Upper Tier Carry Forward Amounts from the Supplemental
Interest Account (along with Basis Risk Carry Forward Amounts payable from the
Excess Reserve Fund Account) and the obligation to pay Class IO Shortfalls to
the Supplemental Interest Account as rights and obligations in a separate
limited recourse notional principal contract between the Class X
Certificateholders and Holders of each such Class.

The Supplemental Interest Account shall be an "outside reserve fund"
for federal income tax purposes and not an asset of any Trust REMIC.
Furthermore, the Holders of the Class X Certificates shall be the beneficial
owners of the Supplemental Interest Account for all federal income tax purposes,
and shall be taxable on all income earned thereon, and any amounts reimbursed
from the Upper Tier REMIC to the Supplemental Interest Account shall be treated
as having been distributed to the Holders of the Class X Certificates.

In the event the Swap Provider does not deliver the Delivery Amount
(as defined in the Interest Rate Swap Agreement) to the Trustee, the Trustee
shall provide notice of such failure to the Swap Provider within one Business
Day of such failure.

With respect to the failure of the Swap Provider to perform any of
its obligations under the Interest Rate Swap Agreement, the breach by the Swap
Provider of any of its representations and warranties made pursuant to the
Interest Rate Swap Agreement, or the termination of the Interest Rate Swap
Agreement, the Trustee shall send any notices and make any demands, on behalf of
the Trust as are required under the Interest Rate Swap Agreement upon actual
knowledge of such event.

The Depositor shall cause any replacement swap provider to provide a
copy of the related replacement interest rate swap agreement to the Trustee.

Section 4.07 Supplemental Float Account. On or prior to the first
Distribution Date, the Trustee shall establish and maintain in its name, a
separate trust account for the benefit of the holders of the LIBOR Certificates
(the "Supplemental Float Account") as a part of the Trust Fund. The Supplemental
Float Account shall be an Eligible Account, and funds on deposit therein shall
be held separate and apart from, and shall not be commingled with, any other
moneys, including, without limitation, other moneys of the Trustee held pursuant
to this Agreement. Funds in the Supplement Float Account shall remain
uninvested.

On the Remittance Date, to the extent required pursuant to Section
3.21(c), the Servicer shall remit and report any interest or investment income
earned on funds deposited in the Collection Account and the Trustee shall
deposit such interest or investment income into the Supplemental Float Account.
Funds on deposit in the Supplemental Float Account will be distributed in the
following order of priority:

(i) to the Swap Provider, the sum of (x) all Net Swap Payments and
(y) any Swap Termiantion Payment (to the extent not previously received by
the Swap Provider as a Replacement Swap Provider Payment Payment), other
than a Defaulted Swap Termination Payment, to the Swap Provider, if any,
owed to the Swap Provider and to the extent unpaid from Available Funds
and the Supplemental Interest Account;

(ii) to the Class A Certificates, to pay Accrued Certificate
Interest Distribution Amounts and, if applicable, any Unpaid Interest
Amounts as described in Section 4.02(a)(i), to the extent unpaid from
Available Funds and the Supplemental Interest Account;

(iii) sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class B-1, Class B-2, Class B-3 and Class B-4
Certificates, in that order, to pay Accrued Certificate Interest
Distribution Amounts and, if applicable, any Unpaid Interest Amounts as
described in Section 4.02(a)(i) and (iii), to the extent unpaid from
Available Funds and the Supplemental Interest Account;

(iv) sequentially, to the Class A, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class B-1, Class B-2, Class B-3 and Class B-4
Certificates, in that order, to pay principal as described in Section
4.02(a)(ii)(A) or Section 4.02(a)(ii)(B), as applicable, but only to the
extent necessary to restore the Subordinated Amount to the Specified
Subordinated Amount as a result of current or prior Realized Losses not
previously reimbursed, after giving effect to payments and distributions
from Available Funds and the Supplemental Interest Account;

(v) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, in
that order, to pay any Unpaid Interest Amounts as described in Section
4.02(a)(iii), to the extent unpaid from Available Funds and the
Supplemental Interest Account;

(vi) to the Swap Provider, any Defaulted Swap Termination Payment
owed to the Swap Provider and the extent unpaid from Available Funds and
the Supplemental Interest Account; and

(vii) if funds on deposit in the Supplemental Interest Account have
reached an amount equal to $6,000, to the holders of the Class R-I
Certificates, any remaining amounts.

Upon termination of the Trust, any amounts remaining in the
Supplemental Float Account shall be distributed pursuant to the priorities set
forth in this Section 4.07.

ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates. The Certificates shall be
substantially in the forms attached hereto as exhibits. The Certificates shall
be issuable in registered form, in the minimum denominations, integral multiples
in excess thereof (except that one Certificate in each Class may be issued in a
different amount) and aggregate denominations per Class set forth in the
Preliminary Statement.

The Depositor hereby directs the Trustee to register the Class X and
Class P Certificates in the name of the Depositor or its designee. On a date as
to which the Depositor notifies the Trustee, the Trustee shall transfer the
Class X and Class P Certificates in the name of the NIM Trustee, or such other
name or names as the Depositor shall request, and to deliver the Class X and
Class P Certificates to the NIM Trustee or to such other Person or Persons as
the Depositor shall request.

Subject to Section 9.02 respecting the final distribution on the
Certificates, on each Distribution Date the Trustee shall make distributions to
each Certificateholder of record on the preceding Record Date either (x) by wire
transfer in immediately available funds to the account of such Holder at a bank
or other entity having appropriate facilities therefor, if such Holder has so
notified the Trustee at least five Business Days prior to the related Record
Date or (y) by check mailed by first class mail to such Certificateholder at the
address of such Holder appearing in the Certificate Register.

The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer. Certificates bearing the
manual or facsimile signatures of individuals who were, at the time such
signatures were affixed, authorized to sign on behalf of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased to
be so authorized prior to the authentication and delivery of any such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless authenticated by the Trustee by manual signature, and
such authentication upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates shall be dated the date of their authentication. On
the Closing Date, the Trustee shall authenticate the Certificates to be issued
at the direction of the Depositor, or any Affiliate thereof.

Section 5.02 Certificate Register; Registration of Transfer and
Exchange of Certificates. (a) The Trustee shall maintain, or cause to be
maintained in accordance with the provisions of Section 5.06, a Certificate
Register for the Trust Fund in which, subject to the provisions of subsections
(b) and (c) below and to such reasonable regulations as it may prescribe, the
Trustee shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. Upon surrender for registration of
transfer of any Certificate, the Trustee shall execute and deliver, in the name
of the designated transferee or transferees, one or more new Certificates of the
same Class and aggregate Percentage Interest.

At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
Holder thereof or his attorney duly authorized in writing.

No service charge to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but 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 may be required.

All Certificates surrendered for registration of transfer or
exchange shall be cancelled and subsequently destroyed by the Trustee in
accordance with the Trustee's customary procedures.

(b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under the Securities Act and such state securities
laws. In determining whether a transfer is being made pursuant to an effective
registration statement, the Trustee shall be entitled to rely solely upon a
written notice to such effect from the Depositor. Except with respect to (i) the
transfer of the Class X or Class P Certificates or the Residual Certificates to
the Depositor or an Affiliate of the Depositor, (ii) the transfer of the Class X
or Class P Certificates to the NIM Issuer or the NIM Trustee, or (iii) a
transfer of the Class X or Class P Certificates from the NIM Issuer or the NIM
Trustee to the Depositor or an Affiliate of the Depositor, in the event that a
transfer of a Private Certificate which is a Physical Certificate is to be made
in reliance upon an exemption from the Securities Act and such laws, in order to
assure compliance with the Securities Act and such laws, the Certificateholder
desiring to effect such transfer shall certify to the Trustee in writing the
facts surrounding the transfer in substantially the form set forth in Exhibit H
(the "Transferor Certificate") and either (i) there shall be delivered to the
Trustee a letter in substantially the form of Exhibit I (the "Rule 144A Letter")
or (ii) there shall be delivered to the Trustee at the expense of the transferor
an Opinion of Counsel that such transfer may be made without registration under
the Securities Act. In the event that a transfer of a Private Certificate which
is a Book-Entry Certificate is to be made in reliance upon an exemption from the
Securities Act and such laws, in order to assure compliance with the Securities
Act and such laws, the Certificateholder desiring to effect such transfer will
be deemed to have made as of the transfer date each of the certifications set
forth in the Transferor Certificate in respect of such Certificate and the
transferee will be deemed to have made as of the transfer date each of the
certifications set forth in the Rule 144A Letter in respect of such Certificate,
in each case as if such Certificate were evidenced by a Physical Certificate. As
directed by the Depositor, the Trustee shall provide to any Private
Certificateholder and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and such
other information as shall be necessary to satisfy the condition to eligibility
set forth in Rule 144A(d)(4) for transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Depositor and the Servicer shall cooperate
with the Trustee in providing the Rule 144A information referenced in the
preceding sentence, including providing to the Trustee such information
regarding the Certificates, the Mortgage Loans and other matters regarding the
Trust Fund as the Trustee shall reasonably request to meet its obligation under
the preceding sentence. Each Private Certificateholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Servicer
and the Depositor against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.

Except with respect to (i) the transfer of the Class X or Class P
Certificates or the Residual Certificates to the Depositor or an Affiliate of
the Depositor, (ii) the transfer of the Class X or Class P Certificates to the
NIM Issuer or the NIM Trustee, or (iii) a transfer of the Class X or Class P
Certificates from the NIM Issuer or the NIM Trustee to the Depositor or an
Affiliate of the Depositor, no transfer of an ERISA-Restricted Certificate shall
be made unless the Trustee shall have received either (i) a representation from
the transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
Certificate or a Residual Certificate, such requirement is satisfied only by the
Trustee's receipt of a representation letter from the transferee