SEC Info - SABR LLC Trust 2006-FR1 - ‘8-K’ for 2/23/06

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SABR LLC Trust 2006-FR1 – ‘8-K’ for 2/23/06 – EX-4

On: Friday, 3/10/06, at 4:18pm ET · For: 2/23/06 · Accession #: 914121-6-606 · File #: 333-123990-07

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/10/06  SABR LLC Trust 2006-FR1           8-K:8,9     2/23/06    4:948K                                   Cadwalader Wickersh… LLP

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     18K 
 2: EX-1        Underwriting Agreement                                19±    87K 
 3: EX-4        Pooling and Servicing Agreement                      307±  1.17M 
 4: EX-5        Legality Opinion                                       3±    13K

EX-4 — Pooling and Servicing Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Form 10-D Disclosure Additional Form 10-K Disclosure Address Affiliate Agreement Attention Barclays Between Certificates, The Class P Class R Class X Code Collection Account Counterparty Custodial File Dbrs Definitions Definitive Certificates Deleted Mortgage Loan Denomination Depositor Distribution and Pool Performance Servicer Information Trustee Depositor Distribution Date Entry into a Material Definitive Agreement The party to this Agreement entering into such material definitive agreement Erisa Escrow Payments Event of Default Exchange Act Fitch Fixed Amount Form 8-K Disclosure Information Initial Certification Investment Account ISDA Form Master Agreement Loan Performance Advisor Loan Performance Advisor Fee Moody's Other Information Any party to the Agreement responsible for disclosure items on Form 8-K Ots Party A Party B Pooling-Tier REMIC-2 Interest Rate Pooling-Tier REMIC-2 IO Notional Balance Ptce 95-60 Rating Agency Reference Bank Reportable Event Responsible Party Rule 144A Letter Sarbanes Certification Schedule Section 5(a)(v) Securitized Asset Backed Receivables LLC Trust 2006-FR1 Servicer Servicer Remittance Report Servicing Criteria Servicing Function Participant Similar Law Startup Day Subservicing Account Subservicing Agreements Substitution Adjustment Amount Swap Account Tax Matters Person Tax Service Contract Termination Price The Certificates Transfer Transfer Affidavit Transferor Certificate Trust Trustee Trust REMIC Upper-Tier REMIC Loan Group II Rate Upper-Tier REMIC Loan Group I Rate Value
1	1st Page - Filing Submission
"	Trustee
"	Securitized Asset Backed Receivables LLC Trust 2006-FR1
2	Definitions
"	The Certificates
4	Additional Form 10-D Disclosure
"	Additional Form 10-K Disclosure
"	Affiliate
"	Agreement
"	Code
"	Collection Account
"	Distribution Date
"	Custodial File
"	Dbrs
"	Definitive Certificates
"	Deleted Mortgage Loan
"	Denomination
"	Depositor
"	Erisa
"	Escrow Payments
"	Event of Default
"	Exchange Act
"	Fitch
"	Form 8-K Disclosure Information
"	Initial Certification
"	Investment Account
"	Loan Performance Advisor
"	Loan Performance Advisor Fee
"	Moody's
"	Ots
"	Pooling-Tier REMIC-2 Interest Rate
"	Pooling-Tier REMIC-2 IO Notional Balance
"	Ptce 95-60
"	Rating Agency
"	Reference Bank
"	Reportable Event
"	Responsible Party
"	Rule 144A Letter
"	Sarbanes Certification
"	Servicer
"	Servicer Remittance Report
"	Servicing Criteria
"	Servicing Function Participant
"	Similar Law
"	Startup Day
"	Subservicing Account
"	Subservicing Agreements
"	Substitution Adjustment Amount
"	Swap Account
"	Tax Matters Person
"	Tax Service Contract
"	Termination Price
"	Transfer
"	Transfer Affidavit
"	Transferor Certificate
"	Trust
"	Trust REMIC
"	Upper-Tier REMIC Loan Group I Rate
"	Upper-Tier REMIC Loan Group II Rate
19	Class P
24	Class R
29	Class X
49	Item 1:. Distribution and Pool Performance Servicer Information Trustee Depositor
50	Item 9B:. Other Information Any party to the Agreement responsible for disclosure items on Form 8-K
51	Item 1.01-. Entry into a Material Definitive Agreement The party to this Agreement entering into such material definitive agreement
52	Attention
"	Fixed Amount
"	Address
"	Barclays
55	Between
"	Value
"	Party A
"	Party B
57	ISDA Form Master Agreement
58	Schedule
59	Section 5(a)(v)
"	Counterparty

EX-4 1st “Page” of 65 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                       Exhibit 4

================================================================================

 SECURITIZED ASSET BACKED RECEIVABLES LLC,

Depositor,

HOMEQ SERVICING CORPORATION,

 Servicer,

 MORTGAGERAMP, INC.,

 Loan Performance Advisor,

FREMONT INVESTMENT & LOAN,

Responsible Party,

 and

 WELLS FARGO BANK, NATIONAL ASSOCIATION,

 Trustee

--------------------------------------------------- 
 POOLING AND SERVICING AGREEMENT

Dated as of February 1, 2006
--------------------------------------------------- 

 SECURITIZED ASSET BACKED RECEIVABLES LLC TRUST 2006-FR1

 MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2006-FR1

================================================================================

EX-4 2nd “Page” of 65 TOC 1st Previous Next ↓Bottom Just 2nd
 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     Swap 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, THE SERVICER
AND THE LOAN PERFORMANCE ADVISOR

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................................................
Section 6.06     Duties of the Loan Performance Advisor.......................  
Section 6.07     Loan Performance Advisor's Fees..............................  

 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 Trustee........................  
Section 8.03     Trustee Not Liable for Certificates or Mortgage                
                Loans.......................................................
Section 8.04     Trustee May Own Certificates.................................  
Section 8.05     Trustee'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 Swap Account, the Interest Rate Swap
                Agreement and the Cap Agreements............................

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    Rights of the Swap Provider..................................  
Section 10.14    Regulation AB Compliance; Intent of the Parties;               
                Reasonableness..............................................

EX-4 3rd “Page” of 65 TOC 1st Previous Next ↓Bottom Just 3rd
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                                      

EXHIBITS                                                                        

Exhibit A     Form of Class A, Class M and Class B Certificates                 

Exhibit B     Form of Class P Certificate                                       

Exhibit C     Form of Class R Certificate                                       

Exhibit D     Form of Class X Certificate                                       

Exhibit E     Form of Initial Certification of Trustee                          

Exhibit F     Form of Document Certification and Exception Report of Trustee    

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     Class M Cap Agreement                                             

Exhibit V     Class B Cap Agreement                                             

EX-4 4th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 4th
                 THIS POOLING AND SERVICING AGREEMENT, dated as of February 1,
2006, among SECURITIZED ASSET BACKED RECEIVABLES LLC, a Delaware limited        
liability company, as depositor (the "Depositor"), HOMEQ SERVICING CORPORATION, 
a New Jersey corporation, as servicer (the "Servicer"), MORTGAGERAMP INC., as   
loan performance advisor (the "Loan Performance Advisor"), FREMONT INVESTMENT & 
LOAN, California industrial bank, as responsible party (the "Responsible        
Party"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking         
association, as trustee (the "Trustee"),                                        

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 Agreements, (iii) the Swap Account,    
(iv) the Excess Reserve Fund Account, and (v) the right of the LIBOR            
Certificates to receive Upper Tier Carry Forward Amounts and, without           
duplication, Basis Risk Carry Forward Amounts and 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 and Class R Certificates), other  
than the right of each Class of LIBOR Certificates to receive Upper Tier Carry  
Forward Amounts and, without duplication, Basis Risk 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 
Agreements and the Class IO Shortfalls, represents ownership of a regular       
interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class
R Certificates represent ownership of the sole class of residual interest in    
each of Pooling Tier REMIC-1, 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 described herein 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, (iii) the Swap Account, (iv) the Excess Reserve Fund Account, (v) the
Cap Agreements and (vi) the right of the LIBOR Certificates to receive Upper    
Tier Carry Forward Amounts and, without duplication, Basis Risk Carry Forward   
Amounts and 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 Upper Tier Carry Forward Amounts and,       
without duplication, Basis Risk Carry Forward Amounts, and the Class X          
Certificates represent beneficial ownership of two regular interests in the     
Upper Tier REMIC, the Excess Reserve Fund Account, the Swap Account, the        
Interest Rate Swap Agreement and the Cap Agreements, 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 Interests with an "I" in their designation shall  
relate to the Group I Mortgage Loans and Pooling Tier REMIC-1 Interests with a  
"II" in their designation shall relate to the Group II Mortgage Loans. Pooling  
Tier REMIC-1 shall also issue the Class PT1-R Interest, which shall be          
represented by the Class R Certificates. The Class PT1-R Interest is hereby     
designated as the sole class of residual interest in Pooling Tier REMIC-1.      

                           Pooling Tier         Initial Pooling Tier
Pooling Tier            REMIC-1 Interest              REMIC-1     
REMIC-1 Interest                Rate               Principal Amount   
--------------------------------------------------------------------------      
Class PT1-I-1                         (1)                $     242,026.45       
Class PT1-I-2A                        (2)                $   4,839,648.81       
Class PT1-I-2B                        (3)                $   4,839,648.81       
Class PT1-I-3A                        (2)                $   6,404,280.14       
Class PT1-I-3B                        (3)                $   6,404,280.14       
Class PT1-I-4A                        (2)                $   6,540,663.27       
Class PT1-I-4B                        (3)                $   6,540,663.27       
Class PT1-I-5A                        (2)                $   6,655,939.31       
Class PT1-I-5B                        (3)                $   6,655,939.31       
Class PT1-I-6A                        (2)                $   6,749,716.31       
Class PT1-I-6B                        (3)                $   6,749,716.31       
Class PT1-I-7A                        (2)                $   6,821,721.40       
Class PT1-I-7B                        (3)                $   6,821,721.40       
Class PT1-I-8A                        (2)                $   6,931,074.80       
Class PT1-I-8B                        (3)                $   6,931,074.80       
Class PT1-I-9A                        (2)                $   6,956,618.47       
Class PT1-I-9B                        (3)                $   6,956,618.47       
Class PT1-I-10A                       (2)                $   6,960,207.63       
Class PT1-I-10B                       (3)                $   6,960,207.63       
Class PT1-I-11A                       (2)                $   6,941,746.91       
Class PT1-I-11B                       (3)                $   6,941,746.91       
Class PT1-I-12A                       (2)                $   6,753,415.56       
Class PT1-I-12B                       (3)                $   6,753,415.56       
Class PT1-I-13A                       (2)                $   6,418,699.70       
Class PT1-I-13B                       (3)                $   6,418,699.70       
Class PT1-I-14A                       (2)                $   6,100,711.15       
Class PT1-I-14B                       (3)                $   6,100,711.15       
Class PT1-I-15A                       (2)                $   5,798,606.99       
Class PT1-I-15B                       (3)                $   5,798,606.99       
Class PT1-I-16A                       (2)                $   5,511,583.33       
Class PT1-I-16B                       (3)                $   5,511,583.33       
Class PT1-I-17A                       (2)                $   5,238,882.82       
Class PT1-I-17B                       (3)                $   5,238,882.82       
Class PT1-I-18A                       (2)                $   4,979,781.03       
Class PT1-I-18B                       (3)                $   4,979,781.03       
Class PT1-I-19A                       (2)                $   4,742,160.92       
Class PT1-I-19B                       (3)                $   4,742,160.92       
Class PT1-I-20A                       (2)                $  43,385,791.21       
Class PT1-I-20B                       (3)                $  43,385,791.21       
Class PT1-I-21A                       (2)                $  35,479,780.08       
Class PT1-I-21B                       (3)                $  35,479,780.08       
Class PT1-I-22A                       (2)                $     756,894.14       
Class PT1-I-22B                       (3)                $     756,894.14       
Class PT1-I-23A                       (2)                $     694,193.75       
Class PT1-I-23B                       (3)                $     694,193.75       
Class PT1-I-24A                       (2)                $     637,587.36       
Class PT1-I-24B                       (3)                $     637,587.36       
Class PT1-I-25A                       (2)                $     582,222.57       
Class PT1-I-25B                       (3)                $     582,222.57       
Class PT1-I-26A                       (2)                $     527,815.88       
Class PT1-I-26B                       (3)                $     527,815.88       
Class PT1-I-27A                       (2)                $     482,618.31       
Class PT1-I-27B                       (3)                $     482,618.31       
Class PT1-I-28A                       (2)                $     444,271.87       
Class PT1-I-28B                       (3)                $     444,271.87       
Class PT1-I-29A                       (2)                $     411,169.57       
Class PT1-I-29B                       (3)                $     411,169.57       
Class PT1-I-30A                       (2)                $     382,181.96       
Class PT1-I-30B                       (3)                $     382,181.96       
Class PT1-I-31A                       (2)                $     360,545.26       
Class PT1-I-31B                       (3)                $     360,545.26       
Class PT1-I-32A                       (2)                $     517,612.71       
Class PT1-I-32B                       (3)                $     517,612.71       
Class PT1-I-33A                       (2)                $     507,796.17       
Class PT1-I-33B                       (3)                $     507,796.17       
Class PT1-I-34A                       (2)                $     264,425.39       
Class PT1-I-34B                       (3)                $     264,425.39       
Class PT1-I-35A                       (2)                $     251,883.43       
Class PT1-I-35B                       (3)                $     251,883.43       
Class PT1-I-36A                       (2)                $     240,057.55       
Class PT1-I-36B                       (3)                $     240,057.55       
Class PT1-I-37A                       (2)                $     228,886.27       
Class PT1-I-37B                       (3)                $     228,886.27       
Class PT1-I-38A                       (2)                $     218,467.22       
Class PT1-I-38B                       (3)                $     218,467.22       
Class PT1-I-39A                       (2)                $     208,522.41       
Class PT1-I-39B                       (3)                $     208,522.41       
Class PT1-I-40A                       (2)                $     199,030.22       
Class PT1-I-40B                       (3)                $     199,030.22       
Class PT1-I-41A                       (2)                $     189,969.99       
Class PT1-I-41B                       (3)                $     189,969.99       
Class PT1-I-42A                       (2)                $     181,321.73       
Class PT1-I-42B                       (3)                $     181,321.73       
Class PT1-I-43A                       (2)                $     173,067.04       
Class PT1-I-43B                       (3)                $     173,067.04       
Class PT1-I-44A                       (2)                $     159,372.74       
Class PT1-I-44B                       (3)                $     159,372.74       
Class PT1-I-45A                       (2)                $     152,120.27       
Class PT1-I-45B                       (3)                $     152,120.27       
Class PT1-I-46A                       (2)                $     145,197.45       
Class PT1-I-46B                       (3)                $     145,197.45       
Class PT1-I-47A                       (2)                $     138,589.37       
Class PT1-I-47B                       (3)                $     138,589.37       
Class PT1-I-48A                       (2)                $     132,281.52       
Class PT1-I-48B                       (3)                $     132,281.52       
Class PT1-I-49A                       (2)                $     126,260.64       
Class PT1-I-49B                       (3)                $     126,260.64       
Class PT1-I-50A                       (2)                $     120,513.44       
Class PT1-I-50B                       (3)                $     120,513.44       
Class PT1-I-51A                       (2)                $     115,027.47       
Class PT1-I-51B                       (3)                $     115,027.47       
Class PT1-I-52A                       (2)                $     109,790.68       
Class PT1-I-52B                       (3)                $     109,790.68       
Class PT1-I-53A                       (2)                $     104,792.24       
Class PT1-I-53B                       (3)                $     104,792.24       
Class PT1-I-54A                       (2)                $     100,020.92       
Class PT1-I-54B                       (3)                $     100,020.92       
Class PT1-I-55A                       (2)                $      97,516.69       
Class PT1-I-55B                       (3)                $      97,516.69       
Class PT1-I-56A                       (2)                $      88,694.61       
Class PT1-I-56B                       (3)                $      88,694.61       
Class PT1-I-57A                       (2)                $      91,631.83       
Class PT1-I-57B                       (3)                $      91,631.83       
Class PT1-I-58A                       (2)                $   1,561,682.26       
Class PT1-I-58B                       (3)                $   1,561,682.26       
Class PT1-II-1                        (4)                $     350,469.55       
Class PT1-II-2A                       (5)                $   7,008,116.19       
Class PT1-II-2B                       (6)                $   7,008,116.19       
Class PT1-II-3A                       (5)                $   9,273,800.86       
Class PT1-II-3B                       (6)                $   9,273,800.86       
Class PT1-II-4A                       (5)                $   9,471,292.23       
Class PT1-II-4B                       (6)                $   9,471,292.23       
Class PT1-II-5A                       (5)                $   9,638,219.19       
Class PT1-II-5B                       (6)                $   9,638,219.19       
Class PT1-II-6A                       (5)                $   9,774,014.19       
Class PT1-II-6B                       (6)                $   9,774,014.19       
Class PT1-II-7A                       (5)                $   9,878,282.10       
Class PT1-II-7B                       (6)                $   9,878,282.10       
Class PT1-II-8A                       (5)                $  10,036,632.70       
Class PT1-II-8B                       (6)                $  10,036,632.70       
Class PT1-II-9A                       (5)                $  10,073,621.53       
Class PT1-II-9B                       (6)                $  10,073,621.53       
Class PT1-II-10A                      (5)                $  10,078,818.87       
Class PT1-II-10B                      (6)                $  10,078,818.87       
Class PT1-II-11A                      (5)                $  10,052,086.59       
Class PT1-II-11B                      (6)                $  10,052,086.59       
Class PT1-II-12A                      (5)                $   9,779,370.94       
Class PT1-II-12B                      (6)                $   9,779,370.94       
Class PT1-II-13A                      (5)                $   9,294,681.30       
Class PT1-II-13B                      (6)                $   9,294,681.30       
Class PT1-II-14A                      (5)                $   8,834,213.85       
Class PT1-II-14B                      (6)                $   8,834,213.85       
Class PT1-II-15A                      (5)                $   8,396,748.01       
Class PT1-II-15B                      (6)                $   8,396,748.01       
Class PT1-II-16A                      (5)                $   7,981,119.67       
Class PT1-II-16B                      (6)                $   7,981,119.67       
Class PT1-II-17A                      (5)                $   7,586,232.18       
Class PT1-II-17B                      (6)                $   7,586,232.18       
Class PT1-II-18A                      (5)                $   7,211,036.47       
Class PT1-II-18B                      (6)                $   7,211,036.47       
Class PT1-II-19A                      (5)                $   6,866,947.58       
Class PT1-II-19B                      (6)                $   6,866,947.58       
Class PT1-II-20A                      (5)                $  62,825,357.29       
Class PT1-II-20B                      (6)                $  62,825,357.29       
Class PT1-II-21A                      (5)                $  51,376,955.42       
Class PT1-II-21B                      (6)                $  51,376,955.42       
Class PT1-II-22A                      (5)                $   1,096,030.36       
Class PT1-II-22B                      (6)                $   1,096,030.36       
Class PT1-II-23A                      (5)                $   1,005,236.25       
Class PT1-II-23B                      (6)                $   1,005,236.25       
Class PT1-II-24A                      (5)                $     923,266.64       
Class PT1-II-24B                      (6)                $     923,266.64       
Class PT1-II-25A                      (5)                $     843,094.93       
Class PT1-II-25B                      (6)                $     843,094.93       
Class PT1-II-26A                      (5)                $     764,310.62       
Class PT1-II-26B                      (6)                $     764,310.62       
Class PT1-II-27A                      (5)                $     698,861.69       
Class PT1-II-27B                      (6)                $     698,861.69       
Class PT1-II-28A                      (5)                $     643,333.63       
Class PT1-II-28B                      (6)                $     643,333.63       
Class PT1-II-29A                      (5)                $     595,399.43       
Class PT1-II-29B                      (6)                $     595,399.43       
Class PT1-II-30A                      (5)                $     553,423.54       
Class PT1-II-30B                      (6)                $     553,423.54       
Class PT1-II-31A                      (5)                $     522,092.24       
Class PT1-II-31B                      (6)                $     522,092.24       
Class PT1-II-32A                      (5)                $     749,535.79       
Class PT1-II-32B                      (6)                $     749,535.79       
Class PT1-II-33A                      (5)                $     735,320.83       
Class PT1-II-33B                      (6)                $     735,320.83       
Class PT1-II-34A                      (5)                $     382,904.61       
Class PT1-II-34B                      (6)                $     382,904.61       
Class PT1-II-35A                      (5)                $     364,743.07       
Class PT1-II-35B                      (6)                $     364,743.07       
Class PT1-II-36A                      (5)                $     347,618.45       
Class PT1-II-36B                      (6)                $     347,618.45       
Class PT1-II-37A                      (5)                $     331,441.73       
Class PT1-II-37B                      (6)                $     331,441.73       
Class PT1-II-38A                      (5)                $     316,354.28       
Class PT1-II-38B                      (6)                $     316,354.28       
Class PT1-II-39A                      (5)                $     301,953.59       
Class PT1-II-39B                      (6)                $     301,953.59       
Class PT1-II-40A                      (5)                $     288,208.28       
Class PT1-II-40B                      (6)                $     288,208.28       
Class PT1-II-41A                      (5)                $     275,088.51       
Class PT1-II-41B                      (6)                $     275,088.51       
Class PT1-II-42A                      (5)                $     262,565.27       
Class PT1-II-42B                      (6)                $     262,565.27       
Class PT1-II-43A                      (5)                $     250,611.96       
Class PT1-II-43B                      (6)                $     250,611.96       
Class PT1-II-44A                      (5)                $     230,781.76       
Class PT1-II-44B                      (6)                $     230,781.76       
Class PT1-II-45A                      (5)                $     220,279.73       
Class PT1-II-45B                      (6)                $     220,279.73       
Class PT1-II-46A                      (5)                $     210,255.05       
Class PT1-II-46B                      (6)                $     210,255.05       
Class PT1-II-47A                      (5)                $     200,686.13       
Class PT1-II-47B                      (6)                $     200,686.13       
Class PT1-II-48A                      (5)                $     191,551.98       
Class PT1-II-48B                      (6)                $     191,551.98       
Class PT1-II-49A                      (5)                $     182,833.36       
Class PT1-II-49B                      (6)                $     182,833.36       
Class PT1-II-50A                      (5)                $     174,511.06       
Class PT1-II-50B                      (6)                $     174,511.06       
Class PT1-II-51A                      (5)                $     166,567.03       
Class PT1-II-51B                      (6)                $     166,567.03       
Class PT1-II-52A                      (5)                $     158,983.82       
Class PT1-II-52B                      (6)                $     158,983.82       
Class PT1-II-53A                      (5)                $     151,745.76       
Class PT1-II-53B                      (6)                $     151,745.76       
Class PT1-II-54A                      (5)                $     144,836.58       
Class PT1-II-54B                      (6)                $     144,836.58       
Class PT1-II-55A                      (5)                $     141,210.31       
Class PT1-II-55B                      (6)                $     141,210.31       
Class PT1-II-56A                      (5)                $     128,435.39       
Class PT1-II-56B                      (6)                $     128,435.39       
Class PT1-II-57A                      (5)                $     132,688.67       
Class PT1-II-57B                      (6)                $     132,688.67       
Class PT1-II-58A                      (5)                $   2,261,414.24       
Class PT1-II-58B                      (6)                $   2,261,414.24       
Class PT1-R                           (7)                        N/A            

------------------                                                              

(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 Loan Group I 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 Loan Group I WAC Rate, subject to a 
maximum rate of 10.022%.                                                

(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 Loan Group I
WAC Rate over (B) 10.022%.                                              

(4) 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 Loan Group II WAC Rate.                                         

(5) 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 Loan Group II WAC Rate, subject to a
maximum rate of 10.022%.                                                

(6) 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 Loan Group II
WAC Rate over (B) 10.022%.                                              

(7) 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 from the related Loan Group 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 Group I Mortgage Loans   
shall be allocated to the outstanding Pooling Tier REMIC-1 Regular Interest     
relating to the Group I Mortgage Loans with the lowest numerical denomination   
until the Pooling Tier REMIC-1 Principal Amount of such interest is reduced to  
zero, provided that, with respect to Pooling Tier REMIC-1 Regular Interests     
relating to the Group I Mortgage Loans 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 until the Pooling-Tier      
REMIC-1 Principal Amount of such interests is reduced to zero.                  

          On each Distribution Date, Realized Losses, Subsequent
Recoveries and payments of principal in respect of the Group II Mortgage Loans  
shall be allocated to the outstanding Pooling Tier REMIC-1 Regular Interest     
relating to the Group II Mortgage Loans with the lowest numerical denomination  
until the Pooling Tier REMIC-1 Principal Amount of such interest is reduced to  
zero, provided that, with respect to Pooling Tier REMIC-1 Regular Interests     
relating to the Group II 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-1 Regular Interests until the
Pooling-Tier REMIC-1 Principal Amount of such interests is reduced to zero.     

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.   
Pooling Tier REMIC-2 Interests with an "I" in their designation shall relate to 
The Group I Mortgage Loans and Pooling Tier REMIC-2 Interests with a "II" in    
their designation shall relate to The Group II Mortgage Loans. 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 Certificates.      

                                                        [Enlarge/Download Table]

                                                                                                                       Corresponding
                                                 Pooling-Tier              Corresponding          Corresponding          Scheduled  
                            Pooling-Tier       REMIC-2 Initial              Pooling-Tier          Pooling-Tier           Crossover  
      Pooling-Tier            REMIC-2             Principal                  REMIC-2 IO              REMIC-1            Distribution
    REMIC-2 Interest       Interest Rate            Amount                    Interest          Regular Interest            Date    
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Class PT2-I-1                   (1)          $     242,026.45                   N/A                    N/A                  N/A     
Class PT2-I-2A                  (2)          $   4,839,648.81           Class PT2-I-IO-2               N/A                  N/A     
Class PT2-I-2B                  (3)          $   4,839,648.81                   N/A                    N/A                  N/A     
Class PT2-I-3A                  (2)          $   6,404,280.14           Class PT2-I-IO-3               N/A                  N/A     
Class PT2-I-3B                  (3)          $   6,404,280.14                   N/A                    N/A                  N/A     
Class PT2-I-4A                  (2)          $   6,540,663.27           Class PT2-I-IO-4               N/A                  N/A     
Class PT2-I-4B                  (3)          $   6,540,663.27                   N/A                    N/A                  N/A     
Class PT2-I-5A                  (2)          $   6,655,939.31           Class PT2-I-IO-5               N/A                  N/A     
Class PT2-I-5B                  (3)          $   6,655,939.31                   N/A                    N/A                  N/A     
Class PT2-I-6A                  (2)          $   6,749,716.31           Class PT2-I-IO-6               N/A                  N/A     
Class PT2-I-6B                  (3)          $   6,749,716.31                   N/A                    N/A                  N/A     
Class PT2-I-7A                  (2)          $   6,821,721.40           Class PT2-I-IO-7               N/A                  N/A     
Class PT2-I-7B                  (3)          $   6,821,721.40                   N/A                    N/A                  N/A     
Class PT2-I-8A                  (2)          $   6,931,074.80           Class PT2-I-IO-8               N/A                  N/A     
Class PT2-I-8B                  (3)          $   6,931,074.80                   N/A                    N/A                  N/A     
Class PT2-I-9A                  (2)          $   6,956,618.47           Class PT2-I-IO-9               N/A                  N/A     
Class PT2-I-9B                  (3)          $   6,956,618.47                   N/A                    N/A                  N/A     
Class PT2-I-10A                 (2)          $   6,960,207.63           Class PT2-I-IO-10              N/A                  N/A     
Class PT2-I-10B                 (3)          $   6,960,207.63                   N/A                    N/A                  N/A     
Class PT2-I-11A                 (2)          $   6,941,746.91           Class PT2-I-IO-11              N/A                  N/A     
Class PT2-I-11B                 (3)          $   6,941,746.91                   N/A                    N/A                  N/A     
Class PT2-I-12A                 (2)          $   6,753,415.56           Class PT2-I-IO-12              N/A                  N/A     
Class PT2-I-12B                 (3)          $   6,753,415.56                   N/A                    N/A                  N/A     
Class PT2-I-13A                 (2)          $   6,418,699.70           Class PT2-I-IO-13              N/A                  N/A     
Class PT2-I-13B                 (3)          $   6,418,699.70                   N/A                    N/A                  N/A     
Class PT2-I-14A                 (2)          $   6,100,711.15           Class PT2-I-IO-14              N/A                  N/A     
Class PT2-I-14B                 (3)          $   6,100,711.15                   N/A                    N/A                  N/A     
Class PT2-I-15A                 (2)          $   5,798,606.99           Class PT2-I-IO-15              N/A                  N/A     
Class PT2-I-15B                 (3)          $   5,798,606.99                   N/A                    N/A                  N/A     
Class PT2-I-16A                 (2)          $   5,511,583.33           Class PT2-I-IO-16              N/A                  N/A     
Class PT2-I-16B                 (3)          $   5,511,583.33                   N/A                    N/A                  N/A     
Class PT2-I-17A                 (2)          $   5,238,882.82           Class PT2-I-IO-17              N/A                  N/A     
Class PT2-I-17B                 (3)          $   5,238,882.82                   N/A                    N/A                  N/A     
Class PT2-I-18A                 (2)          $   4,979,781.03           Class PT2-I-IO-18              N/A                  N/A     
Class PT2-I-18B                 (3)          $   4,979,781.03                   N/A                    N/A                  N/A     
Class PT2-I-19A                 (2)          $   4,742,160.92           Class PT2-I-IO-19              N/A                  N/A     
Class PT2-I-19B                 (3)          $   4,742,160.92                   N/A                    N/A                  N/A     
Class PT2-I-20A                 (2)          $  43,385,791.21           Class PT2-I-IO-20              N/A                  N/A     
Class PT2-I-20B                 (3)          $  43,385,791.21                   N/A                    N/A                  N/A     
Class PT2-I-21A                 (2)          $  35,479,780.08           Class PT2-I-IO-21              N/A                  N/A     
Class PT2-I-21B                 (3)          $  35,479,780.08                   N/A                    N/A                  N/A     
Class PT2-I-22A                 (2)          $     756,894.14           Class PT2-I-IO-22              N/A                  N/A     
Class PT2-I-22B                 (3)          $     756,894.14                   N/A                    N/A                  N/A     
Class PT2-I-23A                 (2)          $     694,193.75           Class PT2-I-IO-23              N/A                  N/A     
Class PT2-I-23B                 (3)          $     694,193.75                   N/A                    N/A                  N/A     
Class PT2-I-24A                 (2)          $     637,587.36           Class PT2-I-IO-24              N/A                  N/A     
Class PT2-I-24B                 (3)          $     637,587.36                   N/A                    N/A                  N/A     
Class PT2-I-25A                 (2)          $     582,222.57           Class PT2-I-IO-25              N/A                  N/A     
Class PT2-I-25B                 (3)          $     582,222.57                   N/A                    N/A                  N/A     
Class PT2-I-26A                 (2)          $     527,815.88           Class PT2-I-IO-26              N/A                  N/A     
Class PT2-I-26B                 (3)          $     527,815.88                   N/A                    N/A                  N/A     
Class PT2-I-27A                 (2)          $     482,618.31           Class PT2-I-IO-27              N/A                  N/A     
Class PT2-I-27B                 (3)          $     482,618.31                   N/A                    N/A                  N/A     
Class PT2-I-28A                 (2)          $     444,271.87           Class PT2-I-IO-28              N/A                  N/A     
Class PT2-I-28B                 (3)          $     444,271.87                   N/A                    N/A                  N/A     
Class PT2-I-29A                 (2)          $     411,169.57           Class PT2-I-IO-29              N/A                  N/A     
Class PT2-I-29B                 (3)          $     411,169.57                   N/A                    N/A                  N/A     
Class PT2-I-30A                 (2)          $     382,181.96           Class PT2-I-IO-30              N/A                  N/A     
Class PT2-I-30B                 (3)          $     382,181.96                   N/A                    N/A                  N/A     
Class PT2-I-31A                 (2)          $     360,545.26           Class PT2-I-IO-31              N/A                  N/A     
Class PT2-I-31B                 (3)          $     360,545.26                   N/A                    N/A                  N/A     
Class PT2-I-32A                 (2)          $     517,612.71           Class PT2-I-IO-32              N/A                  N/A     
Class PT2-I-32B                 (3)          $     517,612.71                   N/A                    N/A                  N/A     
Class PT2-I-33A                 (2)          $     507,796.17           Class PT2-I-IO-33              N/A                  N/A     
Class PT2-I-33B                 (3)          $     507,796.17                   N/A                    N/A                  N/A     
Class PT2-I-34A                 (2)          $     264,425.39           Class PT2-I-IO-34              N/A                  N/A     
Class PT2-I-34B                 (3)          $     264,425.39                   N/A                    N/A                  N/A     
Class PT2-I-35A                 (2)          $     251,883.43           Class PT2-I-IO-35              N/A                  N/A     
Class PT2-I-35B                 (3)          $     251,883.43                   N/A                    N/A                  N/A     
Class PT2-I-36A                 (2)          $     240,057.55           Class PT2-I-IO-36              N/A                  N/A     
Class PT2-I-36B                 (3)          $     240,057.55                   N/A                    N/A                  N/A     
Class PT2-I-37A                 (2)          $     228,886.27           Class PT2-I-IO-37              N/A                  N/A     
Class PT2-I-37B                 (3)          $     228,886.27                   N/A                    N/A                  N/A     
Class PT2-I-38A                 (2)          $     218,467.22           Class PT2-I-IO-38              N/A                  N/A     
Class PT2-I-38B                 (3)          $     218,467.22                   N/A                    N/A                  N/A     
Class PT2-I-39A                 (2)          $     208,522.41           Class PT2-I-IO-39              N/A                  N/A     
Class PT2-I-39B                 (3)          $     208,522.41                   N/A                    N/A                  N/A     
Class PT2-I-40A                 (2)          $     199,030.22           Class PT2-I-IO-40              N/A                  N/A     
Class PT2-I-40B                 (3)          $     199,030.22                   N/A                    N/A                  N/A     
Class PT2-I-41A                 (2)          $     189,969.99           Class PT2-I-IO-41              N/A                  N/A     
Class PT2-I-41B                 (3)          $     189,969.99                   N/A                    N/A                  N/A     
Class PT2-I-42A                 (2)          $     181,321.73           Class PT2-I-IO-42              N/A                  N/A     
Class PT2-I-42B                 (3)          $     181,321.73                   N/A                    N/A                  N/A     
Class PT2-I-43A                 (2)          $     173,067.04           Class PT2-I-IO-43              N/A                  N/A     
Class PT2-I-43B                 (3)          $     173,067.04                   N/A                    N/A                  N/A     
Class PT2-I-44A                 (2)          $     159,372.74           Class PT2-I-IO-44              N/A                  N/A     
Class PT2-I-44B                 (3)          $     159,372.74                   N/A                    N/A                  N/A     
Class PT2-I-45A                 (2)          $     152,120.27           Class PT2-I-IO-45              N/A                  N/A     
Class PT2-I-45B                 (3)          $     152,120.27                   N/A                    N/A                  N/A     
Class PT2-I-46A                 (2)          $     145,197.45           Class PT2-I-IO-46              N/A                  N/A     
Class PT2-I-46B                 (3)          $     145,197.45                   N/A                    N/A                  N/A     
Class PT2-I-47A                 (2)          $     138,589.37           Class PT2-I-IO-47              N/A                  N/A     
Class PT2-I-47B                 (3)          $     138,589.37                   N/A                    N/A                  N/A     
Class PT2-I-48A                 (2)          $     132,281.52           Class PT2-I-IO-48              N/A                  N/A     
Class PT2-I-48B                 (3)          $     132,281.52                   N/A                    N/A                  N/A     
Class PT2-I-49A                 (2)          $     126,260.64           Class PT2-I-IO-49              N/A                  N/A     
Class PT2-I-49B                 (3)          $     126,260.64                   N/A                    N/A                  N/A     
Class PT2-I-50A                 (2)          $     120,513.44           Class PT2-I-IO-50              N/A                  N/A     
Class PT2-I-50B                 (3)          $     120,513.44                   N/A                    N/A                  N/A     
Class PT2-I-51A                 (2)          $     115,027.47           Class PT2-I-IO-51              N/A                  N/A     
Class PT2-I-51B                 (3)          $     115,027.47                   N/A                    N/A                  N/A     
Class PT2-I-52A                 (2)          $     109,790.68           Class PT2-I-IO-52              N/A                  N/A     
Class PT2-I-52B                 (3)          $     109,790.68                   N/A                    N/A                  N/A     
Class PT2-I-53A                 (2)          $     104,792.24           Class PT2-I-IO-53              N/A                  N/A     
Class PT2-I-53B                 (3)          $     104,792.24                   N/A                    N/A                  N/A     
Class PT2-I-54A                 (2)          $     100,020.92           Class PT2-I-IO-54              N/A                  N/A     
Class PT2-I-54B                 (3)          $     100,020.92                   N/A                    N/A                  N/A     
Class PT2-I-55A                 (2)          $      97,516.69           Class PT2-I-IO-55              N/A                  N/A     
Class PT2-I-55B                 (3)          $      97,516.69                   N/A                    N/A                  N/A     
Class PT2-I-56A                 (2)          $      88,694.61            Class PT2-I-IO-56             N/A                  N/A     
Class PT2-I-56B                 (3)          $      88,694.61                   N/A                    N/A                  N/A     
Class PT2-I-57A                 (2)          $      91,631.83            Class PT2-I-IO-57             N/A                  N/A     
Class PT2-I-57B                 (3)          $      91,631.83                   N/A                    N/A                  N/A     
Class PT2-I-58A                 (2)          $   1,561,682.26            Class PT2-I-IO-58             N/A                  N/A     
Class PT2-I-58B                 (3)          $   1,561,682.26                   N/A                    N/A                  N/A     
Class PT2-I-IO-2                (4)             (4)                             N/A              Class PT1-I-2A      March 2006     
Class PT2-I-IO-3                (4)             (4)                             N/A              Class PT1-I-3A      April 2006     
Class PT2-I-IO-4                (4)             (4)                             N/A              Class PT1-I-4A      May 2006       
Class PT2-I-IO-5                (4)             (4)                             N/A              Class PT1-I-5A      June 2006      
Class PT2-I-IO-6                (4)             (4)                             N/A              Class PT1-I-6A      July 2006      
Class PT2-I-IO-7                (4)             (4)                             N/A              Class PT1-I-7A      August 2006    
Class PT2-I-IO-8                (4)             (4)                             N/A              Class PT1-I-8A      September 2006 
Class PT2-I-IO-9                (4)             (4)                             N/A              Class PT1-I-9A      October 2006   
Class PT2-I-IO-10               (4)             (4)                             N/A              Class PT1-I-10A     November 2006  
Class PT2-I-IO-11               (4)             (4)                             N/A              Class PT1-I-11A     December 2006  
Class PT2-I-IO-12               (4)             (4)                             N/A              Class PT1-I-12A     January 2007   
Class PT2-I-IO-13               (4)             (4)                             N/A              Class PT1-I-13A     February 2007  
Class PT2-I-IO-14               (4)             (4)                             N/A              Class PT1-I-14A     March 2007     
Class PT2-I-IO-15               (4)             (4)                             N/A              Class PT1-I-15A     April 2007     
Class PT2-I-IO-16               (4)             (4)                             N/A              Class PT1-I-16A     May 2007       
Class PT2-I-IO-17               (4)             (4)                             N/A              Class PT1-I-17A     June 2007      
Class PT2-I-IO-18               (4)             (4)                             N/A              Class PT1-I-18A     July 2007      
Class PT2-I-IO-19               (4)             (4)                             N/A              Class PT1-I-19A     August 2007    
Class PT2-I-IO-20               (4)             (4)                             N/A              Class PT1-I-20A     September 2007 
Class PT2-I-IO-21               (4)             (4)                             N/A              Class PT1-I-21A     October 2007   
Class PT2-I-IO-22               (4)             (4)                             N/A              Class PT1-I-22A     November 2007  
Class PT2-I-IO-23               (4)             (4)                             N/A              Class PT1-I-23A     December 2007  
Class PT2-I-IO-24               (4)             (4)                             N/A              Class PT1-I-24A     January 2008   
Class PT2-I-IO-25               (4)             (4)                             N/A              Class PT1-I-25A     February 2008  
Class PT2-I-IO-26               (4)             (4)                             N/A              Class PT1-I-26A     March 2008     
Class PT2-I-IO-27               (4)             (4)                             N/A              Class PT1-I-27A     April 2008     
Class PT2-I-IO-28               (4)             (4)                             N/A              Class PT1-I-28A     May 2008       
Class PT2-I-IO-29               (4)             (4)                             N/A              Class PT1-I-29A     June 2008      
Class PT2-I-IO-30               (4)             (4)                             N/A              Class PT1-I-30A     July 2008      
Class PT2-I-IO-31               (4)             (4)                             N/A              Class PT1-I-31A     August 2008    
Class PT2-I-IO-32               (4)             (4)                             N/A              Class PT1-I-32A     September 2008 
Class PT2-I-IO-33               (4)             (4)                             N/A              Class PT1-I-33A     October 2008   
Class PT2-I-IO-34               (4)             (4)                             N/A              Class PT1-I-34A     November 2008  
Class PT2-I-IO-35               (4)             (4)                             N/A              Class PT1-I-35A     December 2008  
Class PT2-I-IO-36               (4)             (4)                             N/A              Class PT1-I-36A     January 2009   
Class PT2-I-IO-37               (4)             (4)                             N/A              Class PT1-I-37A     February 2009  
Class PT2-I-IO-38               (4)             (4)                             N/A              Class PT1-I-38A     March 2009     
Class PT2-I-IO-39               (4)             (4)                             N/A              Class PT1-I-39A     April 2009     
Class PT2-I-IO-40               (4)             (4)                             N/A              Class PT1-I-40A     May 2009       
Class PT2-I-IO-41               (4)             (4)                             N/A              Class PT1-I-41A     June 2009      
Class PT2-I-IO-42               (4)             (4)                             N/A              Class PT1-I-42A     July 2009      
Class PT2-I-IO-43               (4)             (4)                             N/A              Class PT1-I-43A     August 2009    
Class PT2-I-IO-44               (4)             (4)                             N/A              Class PT1-I-44A     September 2009 
Class PT2-I-IO-45               (4)             (4)                             N/A              Class PT1-I-45A     October 2009   
Class PT2-I-IO-46               (4)             (4)                             N/A              Class PT1-I-46A     November 2009  
Class PT2-I-IO-47               (4)             (4)                             N/A              Class PT1-I-47A     December 2009  
Class PT2-I-IO-48               (4)             (4)                             N/A              Class PT1-I-48A     January 2010   
Class PT2-I-IO-49               (4)             (4)                             N/A              Class PT1-I-49A     February 2010  
Class PT2-I-IO-50               (4)             (4)                             N/A              Class PT1-I-50A     March 2010     
Class PT2-I-IO-51               (4)             (4)                             N/A              Class PT1-I-51A     April 2010     
Class PT2-I-IO-52               (4)             (4)                             N/A              Class PT1-I-52A     May 2010       
Class PT2-I-IO-53               (4)             (4)                             N/A              Class PT1-I-53A     June 2010      
Class PT2-I-IO-54               (4)             (4)                             N/A              Class PT1-I-54A     July 2010      
Class PT2-I-IO-55               (4)             (4)                             N/A              Class PT1-I-55A     August 2010    
Class PT2-I-IO-56               (4)             (4)                             N/A              Class PT1-I-56A     September 2010 
Class PT2-I-IO-57               (4)             (4)                             N/A              Class PT1-I-57A     October 2010   
Class PT2-I-IO-58               (4)             (4)                             N/A              Class PT1-I-58A     November 2010  
Class PT2-II-1                  (5)          $     350,469.55                   N/A                    N/A                  N/A     
Class PT2-II-2A                 (6)          $   7,008,116.19           Class PT2-II-IO-2              N/A                  N/A     
Class PT2-II-2B                 (7)          $   7,008,116.19                   N/A                    N/A                  N/A     
Class PT2-II-3A                 (6)          $   9,273,800.86           Class PT2-II-IO-3              N/A                  N/A     
Class PT2-II-3B                 (7)          $   9,273,800.86                   N/A                    N/A                  N/A     
Class PT2-II-4A                 (6)          $   9,471,292.23           Class PT2-II-IO-4              N/A                  N/A     
Class PT2-II-4B                 (7)          $   9,471,292.23                   N/A                    N/A                  N/A     
Class PT2-II-5A                 (6)          $   9,638,219.19           Class PT2-II-IO-5              N/A                  N/A     
Class PT2-II-5B                 (7)          $   9,638,219.19                   N/A                    N/A                  N/A     
Class PT2-II-6A                 (6)          $   9,774,014.19           Class PT2-II-IO-6              N/A                  N/A     
Class PT2-II-6B                 (7)          $   9,774,014.19                   N/A                    N/A                  N/A     
Class PT2-II-7A                 (6)          $   9,878,282.10           Class PT2-II-IO-7              N/A                  N/A     
Class PT2-II-7B                 (7)          $   9,878,282.10                   N/A                    N/A                  N/A     
Class PT2-II-8A                 (6)          $  10,036,632.70           Class PT2-II-IO-8              N/A                  N/A     
Class PT2-II-8B                 (7)          $  10,036,632.70                   N/A                    N/A                  N/A     
Class PT2-II-9A                 (6)          $  10,073,621.53           Class PT2-II-IO-9              N/A                  N/A     
Class PT2-II-9B                 (7)          $  10,073,621.53                   N/A                    N/A                  N/A     
Class PT2-II-10A                (6)          $  10,078,818.87           Class PT2-II-IO-10             N/A                  N/A     
Class PT2-II-10B                (7)          $  10,078,818.87                   N/A                    N/A                  N/A     
Class PT2-II-11A                (6)          $  10,052,086.59           Class PT2-II-IO-11             N/A                  N/A     
Class PT2-II-11B                (7)          $  10,052,086.59                   N/A                    N/A                  N/A     
Class PT2-II-12A                (6)          $   9,779,370.94           Class PT2-II-IO-12             N/A                  N/A     
Class PT2-II-12B                (7)          $   9,779,370.94                   N/A                    N/A                  N/A     
Class PT2-II-13A                (6)          $   9,294,681.30           Class PT2-II-IO-13             N/A                  N/A     
Class PT2-II-13B                (7)          $   9,294,681.30                   N/A                    N/A                  N/A     
Class PT2-II-14A                (6)          $   8,834,213.85           Class PT2-II-IO-14             N/A                  N/A     
Class PT2-II-14B                (7)          $   8,834,213.85                   N/A                    N/A                  N/A     
Class PT2-II-15A                (6)          $   8,396,748.01           Class PT2-II-IO-15             N/A                  N/A     
Class PT2-II-15B                (7)          $   8,396,748.01                   N/A                    N/A                  N/A     
Class PT2-II-16A                (6)          $   7,981,119.67           Class PT2-II-IO-16             N/A                  N/A     
Class PT2-II-16B                (7)          $   7,981,119.67                   N/A                    N/A                  N/A     
Class PT2-II-17A                (6)          $   7,586,232.18           Class PT2-II-IO-17             N/A                  N/A     
Class PT2-II-17B                (7)          $   7,586,232.18                   N/A                    N/A                  N/A     
Class PT2-II-18A                (6)          $   7,211,036.47           Class PT2-II-IO-18             N/A                  N/A     
Class PT2-II-18B                (7)          $   7,211,036.47                   N/A                    N/A                  N/A     
Class PT2-II-19A                (6)          $   6,866,947.58           Class PT2-II-IO-19             N/A                  N/A     
Class PT2-II-19B                (7)          $   6,866,947.58                   N/A                    N/A                  N/A     
Class PT2-II-20A                (6)          $  62,825,357.29           Class PT2-II-IO-20             N/A                  N/A     
Class PT2-II-20B                (7)          $  62,825,357.29                   N/A                    N/A                  N/A     
Class PT2-II-21A                (6)          $  51,376,955.42           Class PT2-II-IO-21             N/A                  N/A     
Class PT2-II-21B                (7)          $  51,376,955.42                   N/A                    N/A                  N/A     
Class PT2-II-22A                (6)          $   1,096,030.36           Class PT2-II-IO-22             N/A                  N/A     
Class PT2-II-22B                (7)          $   1,096,030.36                   N/A                    N/A                  N/A     
Class PT2-II-23A                (6)          $   1,005,236.25           Class PT2-II-IO-23             N/A                  N/A     
Class PT2-II-23B                (7)          $   1,005,236.25                   N/A                    N/A                  N/A     
Class PT2-II-24A                (6)          $     923,266.64           Class PT2-II-IO-24             N/A                  N/A     
Class PT2-II-24B                (7)          $     923,266.64                   N/A                    N/A                  N/A     
Class PT2-II-25A                (6)          $     843,094.93           Class PT2-II-IO-25             N/A                  N/A     
Class PT2-II-25B                (7)          $     843,094.93                   N/A                    N/A                  N/A     
Class PT2-II-26A                (6)          $     764,310.62           Class PT2-II-IO-26             N/A                  N/A     
Class PT2-II-26B                (7)          $     764,310.62                   N/A                    N/A                  N/A     
Class PT2-II-27A                (6)          $     698,861.69           Class PT2-II-IO-27             N/A                  N/A     
Class PT2-II-27B                (7)          $     698,861.69                   N/A                    N/A                  N/A     
Class PT2-II-28A                (6)          $     643,333.63           Class PT2-II-IO-28             N/A                  N/A     
Class PT2-II-28B                (7)          $     643,333.63                   N/A                    N/A                  N/A     
Class PT2-II-29A                (6)          $     595,399.43           Class PT2-II-IO-29             N/A                  N/A     
Class PT2-II-29B                (7)          $     595,399.43                   N/A                    N/A                  N/A     
Class PT2-II-30A                (6)          $     553,423.54           Class PT2-II-IO-30             N/A                  N/A     
Class PT2-II-30B                (7)          $     553,423.54                   N/A                    N/A                  N/A     
Class PT2-II-31A                (6)          $     522,092.24           Class PT2-II-IO-31             N/A                  N/A     
Class PT2-II-31B                (7)          $     522,092.24                   N/A                    N/A                  N/A     
Class PT2-II-32A                (6)          $     749,535.79           Class PT2-II-IO-32             N/A                  N/A     
Class PT2-II-32B                (7)          $     749,535.79                   N/A                    N/A                  N/A     
Class PT2-II-33A                (6)          $     735,320.83           Class PT2-II-IO-33             N/A                  N/A     
Class PT2-II-33B                (7)          $     735,320.83                   N/A                    N/A                  N/A     
Class PT2-II-34A                (6)          $     382,904.61           Class PT2-II-IO-34             N/A                  N/A     
Class PT2-II-34B                (7)          $     382,904.61                   N/A                    N/A                  N/A     
Class PT2-II-35A                (6)          $     364,743.07           Class PT2-II-IO-35             N/A                  N/A     
Class PT2-II-35B                (7)          $     364,743.07                   N/A                    N/A                  N/A     
Class PT2-II-36A                (6)          $     347,618.45           Class PT2-II-IO-36             N/A                  N/A     
Class PT2-II-36B                (7)          $     347,618.45                   N/A                    N/A                  N/A     
Class PT2-II-37A                (6)          $     331,441.73           Class PT2-II-IO-37             N/A                  N/A     
Class PT2-II-37B                (7)          $     331,441.73                   N/A                    N/A                  N/A     
Class PT2-II-38A                (6)          $     316,354.28           Class PT2-II-IO-38             N/A                  N/A     
Class PT2-II-38B                (7)          $     316,354.28                   N/A                    N/A                  N/A     
Class PT2-II-39A                (6)          $     301,953.59           Class PT2-II-IO-39             N/A                  N/A     
Class PT2-II-39B                (7)          $     301,953.59                   N/A                    N/A                  N/A     
Class PT2-II-40A                (6)          $     288,208.28           Class PT2-II-IO-40             N/A                  N/A     
Class PT2-II-40B                (7)          $     288,208.28                   N/A                    N/A                  N/A     
Class PT2-II-41A                (6)          $     275,088.51           Class PT2-II-IO-41             N/A                  N/A     
Class PT2-II-41B                (7)          $     275,088.51                   N/A                    N/A                  N/A     
Class PT2-II-42A                (6)          $     262,565.27           Class PT2-II-IO-42             N/A                  N/A     
Class PT2-II-42B                (7)          $     262,565.27                   N/A                    N/A                  N/A     
Class PT2-II-43A                (6)          $     250,611.96           Class PT2-II-IO-43             N/A                  N/A     
Class PT2-II-43B                (7)          $     250,611.96                   N/A                    N/A                  N/A     
Class PT2-II-44A                (6)          $     230,781.76           Class PT2-II-IO-44             N/A                  N/A     
Class PT2-II-44B                (7)          $     230,781.76                   N/A                    N/A                  N/A     
Class PT2-II-45A                (6)          $     220,279.73           Class PT2-II-IO-45             N/A                  N/A     
Class PT2-II-45B                (7)          $     220,279.73                   N/A                    N/A                  N/A     
Class PT2-II-46A                (6)          $     210,255.05           Class PT2-II-IO-46             N/A                  N/A     
Class PT2-II-46B                (7)          $     210,255.05                   N/A                    N/A                  N/A     
Class PT2-II-47A                (6)          $     200,686.13           Class PT2-II-IO-47             N/A                  N/A     
Class PT2-II-47B                (7)          $     200,686.13                   N/A                    N/A                  N/A     
Class PT2-II-48A                (6)          $     191,551.98           Class PT2-II-IO-48             N/A                  N/A     
Class PT2-II-48B                (7)          $     191,551.98                   N/A                    N/A                  N/A     
Class PT2-II-49A                (6)          $     182,833.36           Class PT2-II-IO-49             N/A                  N/A     
Class PT2-II-49B                (7)          $     182,833.36                   N/A                    N/A                  N/A     
Class PT2-II-50A                (6)          $     174,511.06           Class PT2-II-IO-50             N/A                  N/A     
Class PT2-II-50B                (7)          $     174,511.06                   N/A                    N/A                  N/A     
Class PT2-II-51A                (6)          $     166,567.03           Class PT2-II-IO-51             N/A                  N/A     
Class PT2-II-51B                (7)          $     166,567.03                   N/A                    N/A                  N/A     
Class PT2-II-52A                (6)          $     158,983.82           Class PT2-II-IO-52             N/A                  N/A     
Class PT2-II-52B                (7)          $     158,983.82                   N/A                    N/A                  N/A     
Class PT2-II-53A                (6)          $     151,745.76           Class PT2-II-IO-53             N/A                  N/A     
Class PT2-II-53B                (7)          $     151,745.76                   N/A                    N/A                  N/A     
Class PT2-II-54A                (6)          $     144,836.58           Class PT2-II-IO-54             N/A                  N/A     
Class PT2-II-54B                (7)          $     144,836.58                   N/A                    N/A                  N/A     
Class PT2-II-55A                (6)          $     141,210.31           Class PT2-II-IO-55             N/A                  N/A     
Class PT2-II-55B                (7)          $     141,210.31                   N/A                    N/A                  N/A     
Class PT2-II-56A                (6)          $     128,435.39            Class PT2-II-IO-56            N/A                  N/A     
Class PT2-II-56B                (7)          $     128,435.39                   N/A                    N/A                  N/A     
Class PT2-II-57A                (6)          $     132,688.67            Class PT2-II-IO-57            N/A                  N/A     
Class PT2-II-57B                (7)          $     132,688.67                   N/A                    N/A                  N/A     
Class PT2-II-58A                (6)          $   2,261,414.24            Class PT2-II-IO-58            N/A                  N/A     
Class PT2-II-58B                (7)          $   2,261,414.24                   N/A                    N/A                  N/A     
Class PT2-II-IO-2               (4)             (4)                             N/A              Class PT1-II-2A     March 2006     
Class PT2-II-IO-3               (4)             (4)                             N/A              Class PT1-II-3A     April 2006     
Class PT2-II-IO-4               (4)             (4)                             N/A              Class PT1-II-4A     May 2006       
Class PT2-II-IO-5               (4)             (4)                             N/A              Class PT1-II-5A     June 2006      
Class PT2-II-IO-6               (4)             (4)                             N/A              Class PT1-II-6A     July 2006      
Class PT2-II-IO-7               (4)             (4)                             N/A              Class PT1-II-7A     August 2006    
Class PT2-II-IO-8               (4)             (4)                             N/A              Class PT1-II-8A     September 2006 
Class PT2-II-IO-9               (4)             (4)                             N/A              Class PT1-II-9A     October 2006   
Class PT2-II-IO-10              (4)             (4)                             N/A             Class PT1-II-10A     November 2006  
Class PT2-II-IO-11              (4)             (4)                             N/A             Class PT1-II-11A     December 2006  
Class PT2-II-IO-12              (4)             (4)                             N/A             Class PT1-II-12A     January 2007   
Class PT2-II-IO-13              (4)             (4)                             N/A             Class PT1-II-13A     February 2007  
Class PT2-II-IO-14              (4)             (4)                             N/A             Class PT1-II-14A     March 2007     
Class PT2-II-IO-15              (4)             (4)                             N/A             Class PT1-II-15A     April 2007     
Class PT2-II-IO-16              (4)             (4)                             N/A             Class PT1-II-16A     May 2007       
Class PT2-II-IO-17              (4)             (4)                             N/A             Class PT1-II-17A     June 2007      
Class PT2-II-IO-18              (4)             (4)                             N/A             Class PT1-II-18A     July 2007      
Class PT2-II-IO-19              (4)             (4)                             N/A             Class PT1-II-19A     August 2007    
Class PT2-II-IO-20              (4)             (4)                             N/A             Class PT1-II-20A     September 2007 
Class PT2-II-IO-21              (4)             (4)                             N/A             Class PT1-II-21A     October 2007   
Class PT2-II-IO-22              (4)             (4)                             N/A             Class PT1-II-22A     November 2007  
Class PT2-II-IO-23              (4)             (4)                             N/A             Class PT1-II-23A     December 2007  
Class PT2-II-IO-24              (4)             (4)                             N/A             Class PT1-II-24A     January 2008   
Class PT2-II-IO-25              (4)             (4)                             N/A             Class PT1-II-25A     February 2008  
Class PT2-II-IO-26              (4)             (4)                             N/A             Class PT1-II-26A     March 2008     
Class PT2-II-IO-27              (4)             (4)                             N/A             Class PT1-II-27A     April 2008     
Class PT2-II-IO-28              (4)             (4)                             N/A             Class PT1-II-28A     May 2008       
Class PT2-II-IO-29              (4)             (4)                             N/A             Class PT1-II-29A     June 2008      
Class PT2-II-IO-30              (4)             (4)                             N/A             Class PT1-II-30A     July 2008      
Class PT2-II-IO-31              (4)             (4)                             N/A             Class PT1-II-31A     August 2008    
Class PT2-II-IO-32              (4)             (4)                             N/A             Class PT1-II-32A     September 2008 
Class PT2-II-IO-33              (4)             (4)                             N/A             Class PT1-II-33A     October 2008   
Class PT2-II-IO-34              (4)             (4)                             N/A             Class PT1-II-34A     November 2008  
Class PT2-II-IO-35              (4)             (4)                             N/A             Class PT1-II-35A     December 2008  
Class PT2-II-IO-36              (4)             (4)                             N/A             Class PT1-II-36A     January 2009   
Class PT2-II-IO-37              (4)             (4)                             N/A             Class PT1-II-37A     February 2009  
Class PT2-II-IO-38              (4)             (4)                             N/A             Class PT1-II-38A     March 2009     
Class PT2-II-IO-39              (4)             (4)                             N/A             Class PT1-II-39A     April 2009     
Class PT2-II-IO-40              (4)             (4)                             N/A             Class PT1-II-40A     May 2009       
Class PT2-II-IO-41              (4)             (4)                             N/A             Class PT1-II-41A     June 2009      
Class PT2-II-IO-42              (4)             (4)                             N/A             Class PT1-II-42A     July 2009      
Class PT2-II-IO-43              (4)             (4)                             N/A             Class PT1-II-43A     August 2009    
Class PT2-II-IO-44              (4)             (4)                             N/A             Class PT1-II-44A     September 2009 
Class PT2-II-IO-45              (4)             (4)                             N/A             Class PT1-II-45A     October 2009   
Class PT2-II-IO-46              (4)             (4)                             N/A             Class PT1-II-46A     November 2009  
Class PT2-II-IO-47              (4)             (4)                             N/A             Class PT1-II-47A     December 2009  
Class PT2-II-IO-48              (4)             (4)                             N/A             Class PT1-II-48A     January 2010   
Class PT2-II-IO-49              (4)             (4)                             N/A             Class PT1-II-49A     February 2010  
Class PT2-II-IO-50              (4)             (4)                             N/A             Class PT1-II-50A     March 2010     
Class PT2-II-IO-51              (4)             (4)                             N/A             Class PT1-II-51A     April 2010     
Class PT2-II-IO-52              (4)             (4)                             N/A             Class PT1-II-52A     May 2010       
Class PT2-II-IO-53              (4)             (4)                             N/A             Class PT1-II-53A     June 2010      
Class PT2-II-IO-54              (4)             (4)                             N/A             Class PT1-II-54A     July 2010      
Class PT2-II-IO-55              (4)             (4)                             N/A             Class PT1-II-55A     August 2010    
Class PT2-II-IO-56              (4)             (4)                             N/A             Class PT1-II-56A     September2010  
Class PT2-II-IO-57              (4)             (4)                             N/A             Class PT1-II-57A     October 2010   
Class PT2-II-IO-58              (4)             (4)                             N/A             Class PT1-II-58A     November 2010  
Class PT2-R                     (8)             (8)                             N/A                    N/A                 N/A      

------------------                                                              

(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 Loan Group 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 relating to the Group I Mortgage Loans 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 relating to the Group I Mortgage
Loans 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 relating to the Group I Mortgage Loans 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 Actual 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 Actual Crossover Distribution Date, the Pooling-Tier REMIC-2
IO Interest shall not accrue interest.                                

(5)  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 Loan Group II WAC Rate.                                       

(6)  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 relating to the Group II Mortgage Loans 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  
  relating to the Group II Mortgage Loans and having an "A" in their class
designation.                                                          

(7)  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 relating to the Group II Mortgage Loans and 
having a "B" in their class designation.                              

(8)  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 Group I Mortgage Loans   
shall be allocated to the then outstanding Pooling-Tier REMIC-2 Regular         
Interests (other than the Pooling-Tier REMIC-2 IO Interests) relating to the    
Group I Mortgage Loans with the lowest numerical denomination until the         
Pooling-Tier REMIC-2 Principal Amount of such interest is reduced to zero,      
provided that, for Pooling-Tier REMIC-2 Regular Interests relating to the Group 
I 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, until the Pooling-Tier     
REMIC-2 Principal Amount of such interests is reduced to zero.                  

          On each Distribution Date, Realized Losses, Subsequent
Recoveries and payments of principal in respect of the Group II Mortgage Loans  
to the outstanding Pooling-Tier REMIC-2 Regular Interests (other than the       
Pooling-Tier REMIC-2 IO Interests) relating to the Group II Mortgage Loans with 
the lowest numerical denomination until the Pooling-Tier REMIC-2 Principal      
Amount of such interest is reduced to zero, provided that, for Pooling-Tier     
REMIC-2 Regular Interests relating to the Group II 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 until the Pooling-Tier REMIC-2 Principal Amount of such       
interests is reduced to zero.                                                   

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 Certificates.                               

                                                        [Enlarge/Download Table]

                                                                                            Corresponding Upper 
     Lower Tier REMIC       Lower Tier REMIC                Initial Lower Tier               Tier REMIC Regular 
     Class Designation       Interest Rate                REMIC Principal Amount                  Interest      
-------------------------  -------------------    --------------------------------------    --------------------
                                                                                                                
Class LT-A-1                      (1)           1/4 Corresponding Upper Tier REMIC Regular          A-1         
                                                Interest initial Class Principal Balance                        
Class LT-A-2A                     (1)           1/4 Corresponding Upper Tier REMIC Regular          A-2A        
                                                Interest initial Class Principal Balance                        
Class LT-A-2B                     (1)           1/4 Corresponding Upper Tier REMIC Regular          A-2B        
                                                Interest initial Class Principal Balance                        
Class LT-A-2C                     (1)           1/4 Corresponding Upper Tier REMIC Regular          A-2C        
                                                Interest initial Class Principal Balance                        
Class LT-M-1                      (1)           1/4 Corresponding Upper Tier REMIC Regular          M-1         
                                                Interest initial Class Principal Balance                        
Class LT-M-2                      (1)           1/4 Corresponding Upper Tier REMIC Regular          M-2         
                                                Interest initial Class Principal Balance                        
Class LT-M-3                      (1)           1/4 Corresponding Upper Tier REMIC Regular          M-3         
                                                Interest initial Class Principal Balance                        
Class LT-B-1                      (1)           1/4 Corresponding Upper Tier REMIC Regular          B-1         
                                                Interest initial Class Principal Balance                        
Class LT-B-2                      (1)           1/4 Corresponding Upper Tier REMIC Regular          B-2         
                                                Interest initial Class Principal Balance                        
Class LT-B-3                      (1)           1/4 Corresponding Upper Tier REMIC Regular          B-3         
                                                Interest initial Class Principal Balance                        
Class LT-Accrual                  (1)           1/4 Pool Stated Principal Balance plus 1/4          N/A         
                                                Subordinated Amount                                             
Class LT-                         (1)           0.01% initial Group Subordinate Amount of           N/A         
Group I(SUB)                                    the Group I Mortgage Loans (6)                                  
Class LT-                         (2)           0.01% initial aggregate Stated Principal            N/A         
Group I                                         Balance of the Group I Mortgage Loans (6)                       
Class LT-                         (1)           0.01% initial Group Subordinate Amount of           N/A         
Group II(SUB)                                   the Group II Mortgage Loans (6)                                 
Class LT-                         (3)           0.01% initial aggregate Stated Principal            N/A         
Group II                                        Balance of the Group II Mortgage Loans (6)                      
Class LT-XX                       (1)           1/2 initial aggregate Stated Principal              N/A         
                                                Balance of the Mortgage                                         
                                                Loans, less aggregate Initial                                   
                                                Lower Tier REMIC Principal                                      
                                                Amounts of Class LT-Group                                       
                                                I(SUB), Class LT-Group I,                                       
                                                Class LT-Group II(SUB) and                                      
                                                Class LT-Group II Interests                                     
Class LT-IO                       (4)                              (4)                              N/A         
Class LT-R                        (5)                              (5)                              N/A         

----------                                                                      

(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 WAC Cap.   

(2)  The interest rate with respect to any Distribution Date for the Class      
     LT-Group I Interest is a per annum variable rate (expressed as a percentage
rounded to eight decimal places) 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) relating to
the Group I Mortgage Loans.                                           

(3)  The interest rate with respect to any Distribution Date for the Class      
LT-Group II Interest is a per annum variable rate (expressed as a     
   percentage rounded to eight decimal places) 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)  
relating to the Group II Mortgage Loans.                              

(4)  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.               

(5)  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.

(6)  For all Distribution Dates, the Lower Tier Principal Amount of these Lower 
Tier REMIC Regular Interests shall be rounded to eight decimal places.

                  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-2A,    
Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class   
LT-B-1, Class LT-B-2 and Class LT-B-3 Interests are hereby designated the LT    
Accretion Directed Classes (the "LT Accretion Directed Classes").               

         On each Distribution Date, 25% 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 25% 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 and all Subsequent Recoveries      
allocable to principal shall be allocated (i) 25% to the Class LT-Accrual       
Interest, (ii) 25% 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 25% of the principal amounts and Subsequent       
Recoveries allocated to their respective Corresponding Classes), until paid in  
full and (iii) 50% to Class LT-Group I(SUB) Interest, Class LT-Group I Interest,
Class LT-Group II(SUB) Interest, Class LT-Group II Interest and Class LT-XX     
Interest (and further allocated among these Lower Tier REMIC Regular Interests  
in the manner described in the next sentence). As among the Class LT-Group      
I(SUB) Interest, Class LT-Group I Interest, Class LT-Group II(SUB) Interest,    
Class LT-Group II Interest and Class LT-XX Interest, all payments of scheduled  
principal and prepayments of principal generated by the Mortgage Loans and      
Subsequent Recoveries referred to in clause (iii) of the previous sentence shall
be allocated (i) first, to the Class LT-Group I(SUB) Interest, and Class        
LT-Group II(SUB) Interest, each from the related Loan Group, so that their      
respective Lower Tier REMIC Principal Amount (computed to at least eight decimal
places) is equal to 0.01% of the related Group Subordinate Amount (except that  
if any such amount is a larger number than in the preceding distribution period,
the least amount of principal shall be distributed to the Class LT-Group I(SUB) 
Interest and Class LT-Group II(SUB) Interest, as applicable, such that the Lower
Tier REMIC Subordinated Balance Ratio is maintained); (ii) second, to the Class 
LT-Group I Interest and the Class LT-Group II Interest 0.01% of the principal   
collected in respect of the related Loan Group; and (iii) third, any remaining  
amounts of principal shall be distributed to the Class LT-XX Interest.          
Notwithstanding the above, principal payments allocated to the Class X Interest 
that result in the reduction in the Subordinated Amount shall be allocated (i)  
50% to the Class LT-Accrual Interest (until paid in full) and (ii) 50% to the   
Class LT-Group I(SUB) Interest, the Class LT-Group II(SUB) Interest, the Class  
LT-Group I Interest, the Class LT-Group II Interest and the Class LT-XX Interest
(and allocated among these Lower Tier REMIC Regular Interests in a manner       
similar to that described in the immediately preceding sentence).               

                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 25% of the Class         
Certificate Balance of its Corresponding Class, (ii) the Class LT-Accrual       
Interest is equal to 25% of the aggregate Stated Principal Balance of the       
Mortgage Loans plus 25% of the Subordinated Amount, (iii) the Class LT-Group    
I(SUB) Interest is equal to 0.01% of the Group Subordinate Amount of the Group I
Mortgage Loans, (iv) the Class LT-Group II(SUB) Interest is equal to 0.01% of   
the Group Subordinate Amount of the Group II Mortgage Loans, (v) the Class      
LT-Group I Interest is equal to 0.01% of the aggregate Stated Principal Balance 
of the Group I Mortgage Loans, (vi) the Class LT-Group II Interest is equal to  
0.01% of the aggregate Stated Principal Balance of the Group II Mortgage Loans  
and (vii) the remainder shall be applied to the Class LT-XX Interest.           

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 Certificates.                                                                 

                                                        [Enlarge/Download Table]

       Upper Tier REMIC  Upper Tier REMIC Interest  Initial Upper Tier REMIC      Corresponding    
      Class Designation            Rate                 Principal Amount      Class of Certificates
      -----------------            ----                 ----------------      ---------------------

                                                                                                   
Class A-1                           (1)                    $ 304,468,000            Class A-1      
Class A-2A                          (2)                    $ 263,225,000            Class A-2A     
Class A-2B                          (2)                    $ 101,030,000            Class A-2B     
Class A-2C                          (2)                    $  76,634,000            Class A-2C     
Class M-1                           (3)                    $  73,695,000            Class M-1      
Class M-2                           (3)                    $  59,846,000            Class M-2      
Class M-3                           (3)                    $  15,827,000            Class M-3      
Class B-1                           (3)                    $  15,827,000            Class B-1      
Class B-2                           (3)                    $  14,343,000            Class B-2      
Class B-3                           (3)                    $  12,860,000            Class B-3      
Class IO                            (4)                         (4)                                
Class X                             (5)                    $  51,439,069            Class X(5)     
Class UT-R                          (6)                          $0                 Class R        

------------------                                                              

(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 Group I Loan Cap) for the Corresponding
   Class of Certificates and (ii) the Lower-Tier Interest Rate for the Class
LT-Group I Interest (the "Upper-Tier REMIC Loan Group I Rate").       

(2)  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 Group II Loan Cap) for the Corresponding
   Class of Certificates and (ii) the Lower-Tier Interest Rate for the Class
LT-Group II Interest (the "Upper-Tier REMIC Loan Group II Rate").     

(3)  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 applicable WAC Cap) for the Corresponding
Class of Certificates and (ii) the Upper-Tier REMIC Pool Cap Rate.    

(4)  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 Swap Account.       

(5)  The Class X Interest has an initial principal balance of $51,439,069 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 WAC Cap 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-Group I(SUB), Class LT-Group I,
Class LT-Group II(SUB), Class LT-Group II, Class LT-XX and 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.                     

(6)  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 Designation        Class Pass-Through Rate       Class Certificate Balance
-----------------        -----------------------       -------------------------
Class A-1(8)                       (1)                     $     304,468,000    
Class A-2A(8)                      (2)                     $     263,225,000    
Class A-2B(8)                      (3)                     $     101,030,000    
Class A-2C(8)                      (4)                     $      76,634,000    
Class M-1(8)                       (5)                     $      73,695,000    
Class M-2(8)                       (5)                     $      59,846,000    
Class M-3(8)                       (5)                     $      15,827,000    
Class B-1(8)                       (5)                     $      15,827,000    
Class B-2(8)                       (5)                     $      14,343,000    
Class B-3(8)                       (5)                     $      12,860,000    
Class X                            (6)                            (6)           
Class R                            (7)                            $0            

------------------                                                              

(1)  The Class A-1 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 Group I Loan Cap.         

(2)  The Class A-2A 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 Group II Loan Cap.        

(3)  The Class A-2B 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 Group II Loan Cap.        

(4)  The Class A-2C 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 Group II Loan Cap.        

(5)  The Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-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 Pool Cap.                            

(6)  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 Agreements, amounts in the Swap Account, subject to the obligation
    to pay Net Swap Payments and Upper Tier Carry Forward Amounts and, without
 duplication, Basis Risk Carry Forward Amounts 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.
For federal income tax purposes, the Trustee will treat a Class X     
     Certificateholder's obligation to make payments of Upper Tier Carry Forward
   Amounts and, without duplication, Basis Risk Carry Forward Amounts to the
LIBOR Certificates from the Excess Reserve Fund Account and the Swap  
 Account to the LIBOR Certificateholders as payments made pursuant to an
 interest rate cap contract written by the Class X Certificateholders in
favor 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.                                 

(7)  The Class R Certificates do not have a principal balance or an interest    
rate.                                                                 

(8)  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 Swap Account
in respect of any Basis Risk Carry Forward Amounts and, without       
   duplication, from the Swap 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 Swap 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 LIBOR  
     Certificates on such Distribution Date shall be treated as having been paid
  to the Swap 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 Swap Account as payments made pursuant to an interest rate cap
contract written by the Class X Certificateholders.                   

                  The minimum denomination for each Class of Certificates, other
than the Class P, Class R and the Class X 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 Class R Certificates shall be 100%  
Percentage Interest in such Class.                                              

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

                                                        [Enlarge/Download Table]

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

Class A Certificates...................... Class A-1, Class A-2A, Class A-2B and Class A-2C Certificates.   

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

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

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

ERISA-Restricted                                                                                            
   Certificates........................... Class R, Class P and Class X 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, Class X and Class R Certificates.                       

Private Certificates...................... Class A-1, Class P, Class X and Class R Certificates.            

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

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

Residual Certificates..................... Class R 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 Swap 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's 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 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; (vi) the Closing Date Deposit Amount; and (vii) 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 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 a Group Loan Cap or the Pool Cap, as applicable, 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, with respect to the Class A-1 Certificates, the Group I Loan Cap, with      
respect to the Class A-2A, Class A-2B and Class A-2C Certificates, the Group II 
Loan Cap, and with respect to each other Class of LIBOR Certificates, the Pool  
Cap, as applicable, 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 amounts paid from the Excess Reserve Fund Account to pay any Basis
Risk Carry Forward Amount or any 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 Agreements: The Class M Cap Agreement and the Class B Cap
Agreement.                                                                      

          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, Class P or Class R 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, Class X and Class R 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 Certificate Group: The Group I Class A Certificates or
the Group II Class A Certificates, as applicable.                               

         Class A Certificates: As specified in the Preliminary
Statement.                                                                      

                Class A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage equivalent of a fraction, determined as       
follows: (A) with respect to the Group I Class A Certificates, a fraction, the  
numerator of which is (x) the portion of the Principal Remittance Amount for    
such Distribution Date that is attributable to the principal received or        
advanced on the Group I Mortgage Loans and the denominator of which is (y) the  
Principal Remittance Amount for such Distribution Date; and (B) with respect to 
the Group II Class A Certificates, a fraction, the numerator of which is (x) the
portion of the Principal Remittance Amount for such Distribution Date that is   
attributable to the principal received or advanced on the Group II Mortgage     
Loans and the denominator of which is (y) the Principal Remittance Amount for   
such Distribution Date.                                                         

              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) 50.70% 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 $4,945,970.                                                           

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

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

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

                 Class B Cap Agreement: The interest rate cap agreement, dated
February 23, 2006, between the Cap Provider and the Trustee, relating to the    
Class B Certificates, a copy of which is attached hereto as Exhibit V.          

         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 Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for such Distribution Date), (C) the Class Certificate Balance of the    
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for such Distribution Date), (D) the Class    
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for such            
Distribution Date) and (E) the Class Certificate Balance of the Class B-1       
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) 84.10% 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         
$4,945,970.                                                                     

              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 Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for such Distribution Date), (C) the Class Certificate Balance of the    
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for such Distribution Date), (D) the Class    
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 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) 87.00% 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 $4,945,970.                                     

              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 Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for such Distribution Date), (C) the Class Certificate Balance of the    
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for such Distribution Date), (D) the Class    
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 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) 89.60% 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         
$4,945,970.                                                                     

                  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 Shortfalls: 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 Payment or Swap Termination Payments) 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 Certificates.                     

                 Class M Cap Agreement: The interest rate cap agreement, dated
February 23, 2006, between the Cap Provider and the Trustee, relating to the    
Class M Certificates, a copy of which is attached hereto as Exhibit U.          

         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-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), and (B) the Class Certificate Balance of the Class M-1 Certificates      
immediately prior to such Distribution Date over (ii) the lesser of (A) 65.60%  
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 $4,945,970.       

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

                Class M-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 Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for such Distribution Date) and (C) the Class Certificate Balance of the 
Class M-2 Certificates immediately prior to such Distribution Date over (ii) the
lesser of (A) 77.70% 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  
$4,945,970.                                                                     

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

                Class M-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 Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for such Distribution Date), (C) the Class Certificate Balance of the    
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for such Distribution Date) and (D) the Class 
Certificate Balance of the Class M-3 Certificates immediately prior to such     
Distribution Date over (ii) the lesser of (A) 80.90% 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 $4,945,970.                                     

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

                 Class UT-R Interest: The sole class of "residual interest" in
the Upper Tier REMIC evidenced by the Class R 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 amounts   
paid from the Excess Reserve Fund Account to pay any Basis Risk Carry Forward   
Amount or any Swap Termination Payment.                                         

           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: February 23, 2006.            

             Closing Date Deposit Amount: $592,495.85 (all of which is
allocable to principal) deposited by the Depositor into the Distribution Account
on the Closing Date. $264,750.29 of the Closing Date Deposit Amount shall be    
attributable to the Group I Mortgage Loans and $327,745.56 of the Closing Date  
Deposit Amount shall be attributable to the Group II Mortgage Loans.            

          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
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 (i) for purposes of Certificate transfers, at Wells   
Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,  
Attention: Corporate Trust Services - SABR 2006-FR1 and (ii) for all other      
purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:      
Client Manager-SABR 2006-FR1, facsimile no. (410) 715-2380, and which is the    
address to which notices to and correspondence with the Trustee should be       
directed.                                                                       

              Corresponding Actual Crossover Distribution Date: For each
Pooling-Tier REMIC-2 IO Interest, the related Corresponding Scheduled Crossover 
Distribution Date, unless on such date two times the aggregate Pooling-Tier     
REMIC-2 IO Notional Balance of each other Pooling-Tier REMIC-2 IO Interest then 
outstanding is less than the scheduled swap notional amount of the Interest Rate
Swap Agreement applicable for such Distribution Date, in which case the         
Corresponding Actual Crossover Distribution Date for such Pooling-Tier REMIC-2  
IO Interest shall be the first Distribution Date thereafter on which two times  
the Pooling-Tier REMIC-2 IO Notional Balance of each other Pooling-Tier REMIC-2 
IO Interest then outstanding is greater than or equal to the scheduled swap     
notional amount of the Interest Rate Swap Agreement.                            

                 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:                                       

                                                                [Download Table]

                                     Corresponding                          
          Corresponding             Upper Tier REMIC  Corresponding Class of
Lower Tier REMIC Class Designation  Regular Interest       Certificates     
----------------------------------  ----------------       ------------     
                                                                            
           Class LT-A-1                Class A-1             Class A-1      
          Class LT-A-2A                Class A-2A           Class A-2A      
          Class LT-A-2B                Class A-2B           Class A-2B      
          Class LT-A-2C                Class A-2C           Class A-2C      
           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-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      
               N/A                      Class X               Class X       

           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:                                              

                                                        [Enlarge/Download Table]

            Distribution Date                                                                                    
              Occurring In                                      Cumulative Loss Percentage                       
---------------------------------------  ------------------------------------------------------------------------
                                                                                                                 
March 2008 through February 2009         1.700% for the first month, plus an additional 1/12th of 2.050% for each
                                         month thereafter (e.g., 2.725% in September 2008)                       
March 2009 through February 2010         3.750% for the first month, plus an additional 1/12th of 2.100% for each
                                         month thereafter (e.g., 4.800% in September 2009)                       
March 2010 through February 2011         5.850% for the first month, plus an additional 1/12th of 1.700% for each
                                         month thereafter (e.g., 6.700% in September 2010)                       
March 2011 through February 2012         7.550% for the first month, plus an additional 1/12th of 0.650% for each
                                         month thereafter (e.g., 7.875% in September 2011)                       
March 2012 and thereafter                8.200%                                                                  

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

Cut-off Date:  February 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
plus the portion of the Closing Date Deposit Amount allocable to principal.     

                  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 and the Interim Servicing     
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; 
and (44) with respect to Second-Lien Mortgage Loans, the outstanding principal  
balance of the superior lien at origination. 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.                                                                      

            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 Stated Principal Balances of 60+ Day     
Delinquent Mortgage Loans, divided by (y) the aggregate Stated Principal Balance
of the Mortgage Loans, as of the last day of the related Due Period, equals or  
exceeds 31.25% 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 Class R
Certificate, (i) any Non-U.S. Person or agent thereof other than a Non-U.S.     
Person that holds the Class R or Class LR 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 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 Class R           
Certificate to it is in accordance with the requirements of the Code and the    
regulations promulgated thereunder and that such transfer of the Class R        
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 "Wells Fargo   
Bank, National Association in trust for registered holders of Securitized Asset 
Backed Receivables LLC Trust 2006-FR1 Mortgage Pass-Through Certificates, Series
2006-FR1". 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 third 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 
March 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 "Wells Fargo Bank, National Association in trust for registered      
holders of Securitized Asset Backed Receivables LLC Trust 2006-FR1, Mortgage    
Pass-Through Certificates, Series 2006-FR1". 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, the Trustee Fee Rate and the Loan   
Performance Advisor Fee Rate.                                                   

          Expense Fees: As to each Mortgage Loan, the sum of the
Servicing Fee, the Trustee Fee and the Loan Performance Advisor 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 November 2035.                                                     

          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-FR1, or such other address  
as Fitch may hereafter furnish to the Depositor 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.                   

             Group I Class A Certificates: The Class A-1 Certificates.

                Group I Loan Cap: With respect to the Group I Mortgage Loans
as of any Distribution Date, a per annum rate equal to the product of (i) the   
weighted average of the Adjusted Net Mortgage Rates then in effect on the       
beginning of the related Due Period on the Group I Mortgage Loans minus the     
product of (A) the Net Swap Payment plus any Swap Termination Payment (other    
than a Defaulted Swap Termination Payment) made 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 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.                   

                Group I Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group I Mortgage Loans.                               

               Group II Class A Certificates: The Class A-2A Certificates,
the Class A-2B Certificates and the Class A-2C Certificates, collectively.      

                  Group II Loan Cap: With respect to the Group II Mortgage Loans
as of any Distribution Date, a per annum rate equal to the product of (i) the   
weighted average of the Adjusted Net Mortgage Rates then in effect on the       
beginning of the related Due Period on the Group II Mortgage Loans minus the    
product of (A) the Net Swap Payment plus any Swap Termination Payment (other    
than a Defaulted Swap Termination Payment) made 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 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.                   

                 Group II Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group II Mortgage Loans.                              

                  Group Loan Cap: The Group I Loan Cap or the Group II Loan Cap,
as applicable.                                                                  

               Group Subordinate Amount: For any Distribution Date and (i)
for the Group I Mortgage Loans, the excess of the aggregate Stated Principal    
Balance of the Group I Mortgage Loans as of the beginning of the related Due    
Period over the Class Certificate Balance of the Class A-1 Certificates         
immediately prior to the current Distribution Date and (ii) for the Group II    
Mortgage Loans, the excess of the aggregate Stated Principal Balance of the     
Group II Mortgage Loans as of the beginning of the related Due Period over the  
aggregate Class Certificate Balance of the Class A-2A, Class A-2B and Class A-2C
Certificates immediately prior to such Distribution Date.                       

           High Cost Loan: A Mortgage Loan (a) covered by the Home
Ownership and Equity Protection Act of 1994, (b) classified as a "high cost     
home," "threshold," "covered," "high risk home," "predatory," or similar loan   
under any other applicable federal, state or local law (or a similarly          
classified loan using different terminology under a law imposing heightened     
regulatory scrutiny or additional legal liability for residential mortgage loans
having high interest rates, points and/or fees) or (c) 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: HomEq Servicing Corporation, a New Jersey corporation,
and its successors in interest.                                                 

          Indenture Trustee: The trustee for the NIM Securities.

              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). 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 each Cap Agreement
and for any Distribution Date, the amount, if any, required to be paid by the   
Cap Provider on such Distribution Date under such Cap Agreement.                

        Interest Rate Swap Agreement: The interest rate swap
agreement, dated as of February 23, 2006 between the Swap Provider and the      
Trustee, a copy of which is attached hereto as Exhibit T.                       

                Interest Remittance Amount: With respect to any Distribution
Date and the Mortgage Loans in a Loan Group, that portion of Available Funds    
attributable to interest relating to Mortgage Loans in that Loan Group.         

                 Interim Servicing Agreement: The Interim Servicing Agreement,
dated as of November 1, 2004, by and between the Responsible Party and the      
Sponsor.                                                                        

      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 Group: The Group I Mortgage Loans or the Group II
Mortgage Loans, as applicable.                                                  

            Loan Performance Advisor: MortgageRamp, Inc., a Delaware
corporation, and its successors in interest, and if a successor loan performance
advisor is appointed hereunder, such successor.                                 

            Loan Performance Advisor Agreement: The Loan Performance
Advisor Agreement, dated as of February 1, 2005, by and between the Sponsor and 
the Loan Performance Advisor.                                                   

                 Loan Performance Advisor Fee: As to any Distribution Date, an
amount equal to the product of (a) one-twelfth of the Loan Performance Advisor  
Fee Rate and (b) the aggregate Stated Principal Balance of the Mortgage Loans as
of the preceding Distribution Date or, in the case of the first Distribution    
Date, the aggregate Stated Principal Balance of the Mortgage Loans as of the    
Cut-off Date; provided, however that the Loan Performance Advisor Fee for any   
Distribution Date shall not be lower than $1,500.                               

           Loan Performance Advisor Fee Rate: With respect to each
Mortgage Loan, either (a) 0.015% per annum or (b) if the Loan Performance       
Advisor Fee is the amount calculated pursuant to the proviso in the definition  
of "Loan Performance Advisor Fee", a per annum rate determined by dividing such 
fee by the average of the aggregate Stated Principal Balance of the Mortgage    
Loans as of the preceding Distribution Date.                                    

            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) its appraised value at the time of sale or (b) in the case of a refinancing
or modification, the appraised value of the Mortgaged Property at the time of   
the refinancing or modification.                                                

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

       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-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class  
LT-M-3, Class LT-B-1, Class LT-B-2, Class LT-B-3, Class LT-Group I (SUB), Class 
LT-Group I, Class LT-Group II (SUB), Class LT-Group II, Class LT-XX, Class LT-IO
and Class LT-Accrual Interests as described in the Preliminary Statement.       

                Lower Tier REMIC: 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 Subordinated Balance Ratio: The ratio between
the Lower Tier REMIC Principal Amounts of the Class LT-Group I(SUB) Interest and
Class LT-Group II(SUB) Interest, equal to the ratio between the Group           
Subordinate Amount of the Group I Mortgage Loans and the Group Subordinate      
Amount of the Group II Mortgage Loans, respectively.                            

                Lower Tier REMIC WAC Cap: 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 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 referred to as Schedule I, such schedule setting forth, for  
each Loan Group, 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).                                                  

               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: October 28, 2005.       

                  Originator: Fremont Investment & Loan, a California industrial
bank, and its successors in interest.                                           

                 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 Certificates, 0.220%; Class  
A-2A Certificates, 0.070%; Class A-2B Certificates, 0.190%; Class A-2C          
Certificates, 0.290%; Class M-1 Certificates, 0.400%; Class M-2 Certificates,   
0.570%; Class M-3 Certificates, 0.660%; Class B-1 Certificates, 1.200%; Class   
B-2 Certificates, 1.400%; and Class B-3 Certificates, 2.000%. On the first      
Distribution Date after the Optional Termination Date, the Pass-Through Margins 
shall increase to: Class A-1 Certificates, 0.440%; Class A-2A Certificates,     
0.140%; Class A-2B Certificates, 0.380%; Class A-2C Certificates, 0.580%; Class 
M-1 Certificates, 0.600%; Class M-2 Certificates, 0.855%; Class M-3             
Certificates, 0.990%; Class B-1 Certificates, 1.800%; Class B-2 Certificates,   
2.100%; and Class B-3 Certificates, 3.000%.                                     

                 Pass-Through Rate: For each Class of Certificates, each Class
of Upper Tier REMIC Regular Interest and each Class of Lower 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 S&P, "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 S&P 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 S&P 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 Cap: With respect to the Mortgage Loans as of any
Distribution Date, the product of a per annum rate equal to (i) the weighted    
average of (x) the Adjusted Net Mortgage Rates for the Group I Mortgage Loans   
and (y) the Adjusted Net Mortgage Rates for the Group II Mortgage Loans then in 
effect on the beginning of the related Due Period, in each case weighted on the 
basis of the related Group Subordinate Amount, minus the product of (A) the Net 
Swap Payment plus any Swap Termination Payment (other than a Defaulted Swap     
Termination Payment) made 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 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. For federal income tax purposes, the economic  
equivalent of the Pool Cap shall be expressed as the weighted average of the    
Lower Tier REMIC Interest Rate on (a) the Class LT-Group I(SUB), subject to a   
cap and floor equal to the Lower Tier REMIC Interest Rate of the Class LT-Group 
I Interest and (b) the Class LT-Group II(SUB), subject to a cap and floor equal 
to the Lower Tier REMIC Interest Rate of the Class LT-Group II Interest,        
weighted on the basis of the respective Lower Tier REMIC Principal Amounts of   
the Class LT-Group I(SUB) and Class LT-Group II(SUB), respectively.             

               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 Interest Rate: As specified in the Preliminary
Statement.                                                                      

         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 Principal Amount: As described in the
Preliminary Statement.                                                          

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

               Pooling-Tier REMIC-1 Loan Group I WAC Rate: With respect to
the Group I Mortgage Loans as of any Distribution Date, the weighted average of 
the Adjusted Net Mortgage Rates then in effect on the beginning of the related  
Due Period on the Group I Mortgage Loans multiplied by (b) 30 divided by the    
actual number of days in the related Interest Accrual Period.                   

                Pooling-Tier REMIC-1 Loan Group II WAC Rate: With respect to
the Group II 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 Group II Mortgage Loans          
multiplied by (b) 30 divided by the actual number of days in the related        
Interest Accrual Period.                                                        

         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 voluntary 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 other 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 that was 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) with respect to the   
Distribution Date in March 2006 only, the portion of the Closing Date Deposit   
Amount allocable to principal; and (vii) 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).          

         Private Certificates: As specified in the Preliminary
Statement.                                                                      

           Prospectus Supplement: The Prospectus Supplement, dated
February 21, 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 November 1, 2004, 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 either 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.  

                 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 Certificate issued in definitive form, the     
Record Date shall be the close of business on the last Business Day of the month
preceding the month in which such applicable 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, 1,531 (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
third 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 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: Fremont Investment & Loan, a California
industrial bank, 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 and any principal payments on such Classes 
from the Swap 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, 49.30%.                                                          

       Servicer: HomEq Servicing Corporation, a New Jersey
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 such calendar    
month. 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 Trustee 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,
February 1, 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, two months or more past due (without giving effect to any 
grace period), 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 5.20% of the Cut-off Date Pool Principal Balance. On and after  
the Stepdown Date, an amount equal to 10.40% 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 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: Barclays Bank PLC, a public limited company
registered in England and Wales under company number 1026167, and its successors
in interest.                                                                    

               Sponsor Representation Letter: The Side Letter, dated as of
February 23, 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-FR1, or such other address as Standard & Poor's may hereafter furnish to   
the Depositor 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 March 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 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 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 representation 
and warranty set forth in Section 2.03.                                         

               Substitution Adjustment Amount: As defined in Section 2.03.

               Swap Account: The trust account created pursuant to Section
4.06 of this Agreement consisting of 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 Class R Certificates
designated as "tax matters person" of each Trust REMIC, 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).                        

  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 and (B) any Net Swap Payments 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, 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 
Agreements; (v) the Interest Rate Swap Agreement; (vi) the Swap Account; (vii)  
the Sponsor Representation Letter; (viii) the Closing Date Deposit Amount; 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: Wells Fargo Bank, National Association, 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)(i) the aggregate 
Stated Principal Balance of the Mortgage Loans as of the preceding Distribution 
Date and (ii) with respect to the Distribution Date in March 2006 only, the     
portion of the Closing Date Deposit Amount allocable to principal.              

                Trustee Fee Rate: With respect to each Mortgage Loan, 0.002%
per annum.                                                                      

                  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 REMIC: As described in the Preliminary Statement.

           Upper-Tier REMIC Loan Group I Rate: As described in the
Preliminary Statement.                                                          

            Upper-Tier REMIC Loan Group II Rate: As described in the
Preliminary Statement.                                                          

                  Upper-Tier REMIC Pool Cap Rate: For any Distribution Date, the
weighted average of the Lower Tier REMIC Interest Rate on (a) the Class LT-Group
I(SUB), subject to a cap and floor equal to the Lower Tier REMIC Interest Rate  
of the Class LT-Group I Interest and (b) the Class LT-Group II(SUB), subject to 
a cap and floor equal to the Lower Tier REMIC Interest Rate of the Class        
LT-Group II Interest, weighted on the basis of the respective Lower Tier REMIC  
Principal Amounts of the Class LT-Group I(SUB) and Class LT-Group II(SUB),      
respectively.                                                                   

          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     
Trustee for the benefit of the Certificateholders 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, if state law so allows and the Trustee is
    so advised in writing by the Responsible Party that state law so allows;

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

          (iii) the original Mortgage with evidence of recording
    thereon. 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 Trustee 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 
     Trustee 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 Trustee 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 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
  z 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 Trustee 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 Trustee, 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 Trustee 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 Trustee, 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 Trustee, 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 Trustee and each Rating Agency have received an Opinion
of Counsel, satisfactory in form and substance to 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. In addition to the foregoing, the    
related 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       
Mortgage shall be assigned by the Responsible Party, at the expense of the      
Responsible Party, to "Wells Fargo Bank, National Association, as trustee under 
the Pooling and Servicing Agreement dated as of February 1, 2006, Securitized   
Asset Backed Receivables LLC Trust 2006-FR1". 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.                 

           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 Trustee 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 Trustee, 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-FR1" and Wells Fargo Bank, National           
Association 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 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 Agreements and the Interest Rate Swap   
Agreement.                                                                      

                 Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
The Trustee shall acknowledge, on the Closing Date, receipt by 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 Trustee 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 Trustee shall be
required to deliver via facsimile (with original to follow the next Business    
Day) to the Depositor 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 Trustee 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 Trustee 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 and the Servicer 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 (30) 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 Trustee shall not be responsible to verify the validity, sufficiency or     
genuineness of any document in any Custodial File.                              

           The Trustee 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 Trustee, 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 Trustee,     
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 by 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.                                        

                  (b) The Responsible Party hereby makes the representations and
warranties set forth in Schedule III and Schedule IV hereto 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 any of the Responsible  
Party, the Depositor, the Trustee 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 Trustee'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 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 Trustee of a Request for Release substantially in the form of   
Exhibit J, and the delivery of the Mortgage File to the Trustee 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 set forth in clause (zz), (aaa),      
(bbb), (ccc), (kkk), (ooo), (ppp), (rrr) or (sss) of Schedule III, in each case,
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 of a breach by
the Responsible Party of any of the representations and warranties set forth in 
clause (zz), (aaa), (bbb), (ccc), (kkk), (ooo), (ppp), (rrr) or (sss) of        
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 the Responsible Party receipt 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 Trustee for the benefit of the           
Certificateholders 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.   
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 Trustee shall release the Mortgage File held for the   
benefit of the Certificateholders relating to such Deleted Mortgage Loan to the 
Responsible Party and shall execute and deliver at the Responsible Party's      
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 Trust and hold
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.                                                                 

         (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 Trustee shall release
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 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 Trustee for the benefit of the            
Certificateholders.                                                             

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     
November 2035, which is the Distribution Date in the month following the month  
in which the latest Mortgage Loan maturity date occurs.                         

               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 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 Swap 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 Swap 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 Trustee or to a custodian, as the case 
may be, 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, furnished to it by the Servicer, 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.                                                                       

          (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 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, to receive   
any Basis Risk Payment and any Interest Rate Cap Payment and to secure their    
limited recourse obligation to pay to the LIBOR Certificateholders Basis Risk   
Carry Forward Amounts (prior to using any Net Swap Receipts).                   

                 (ii) On each Distribution Date, the Trustee shall deposit the
  amount of any Basis Risk Payment and any Interest Rate Cap 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)(M), the lesser of (x) the    
Class X Distributable Amount (without regard to the reduction in the definition 
thereof with respect to the Basis Risk Payment or Defaulted Swap Termination    
Payments (to the extent remaining after the distributions specified in Sections 
4.02(a)(iii)(A)-(L)) 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)(N)-(O).                      

              (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 Swap 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 Swap 
Account) as rights in a limited recourse interest rate cap contract 
written by the Class X Certificateholders in favor of the LIBOR     
Certificateholders.                                                 

        (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)(N)-(Q).                           

                 (d) The Trustee shall establish and maintain the Distribution
Account on behalf of the Certificateholders. 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 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, the Trustee shall comply with the Wells Fargo anti-money laundering
compliance program, including, without limitation, any customer identification  
procedures.                                                                     

              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,
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 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.

            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. 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 and (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;                               

                (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 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 servicing compensation (in
      addition to the Servicing Fee) on each Remittance Date (A) 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) The Servicer may invest the   
funds in the Collection Account and the Escrow Accounts (to the extent permitted
by law and the related Mortgage Loan documents) and the Trustee may invest funds
in the Distribution Account and shall 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 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.                                                                    

               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 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 Trustee 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, 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 insepection 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 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 Trustee, to the Trustee. Upon receipt of such certification   
and Request for Release, the Trustee 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 Trustee shall, upon    
request of the Servicer and delivery to the Trustee of a Request for Release,   
which Request for Release may be in an electronic format in a form acceptable to
the Trustee, release the related Custodial File to the Servicer within three (3)
Business Days, and the Trustee shall, at the direction of the Servicer, 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 Trustee 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 Trustee 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 Trustee to the Servicer or its designee.       

                  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 Wells Fargo Bank,  
National Association (or, if applicable, the name of the successor Trustee) as  
Trustee for Securitized Asset Backed Receivables LLC 2006-FR1 Mortgage          
Pass-Through Certificates, Series 2006-FR1, 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) 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 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 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. 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 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, and the Trustee shall deliver, 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 Trustee, 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 Trustee, 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 Trustee, Servicer or 
Subservicer as to the nature of any failure by the Trustee, Servicer or         
Subservicer in the fulfillment of any of the Trustee's, Servicer's or           
Subservicer's obligations. The obligations of the Trustee, Servicer and         
Subservicer under this Section apply to each Trustee, Servicer and Subservicer  
that acted as Trustee or serviced a Mortgage Loan, as applicable, during the    
applicable period, whether or not the Trustee, the Servicer or such Subservicer 
is acting as the Trustee, Servicer or Subservicer, as applicable, at the time   
such Officer's Certificate is required to be delivered. None of the Trustee,    
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.                                                                           

                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 and the Trustee shall deliver, and the Servicer shall     
cause each Subservicer engaged by the Servicer and the Servicer and the Trustee 
shall cause each Subcontractor utilized by the Servicer (or by any such         
Subservicer) or the Trustee, as applicable, and determined by the Servicer or   
the Trustee, as applicable, pursuant to Section 3.02(e) to be "participating in 
a 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 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 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 or the Trustee, as applicable), as
the case may be. None of the Servicer 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.                  

                 (b) Not later than March 5th of each calendar year commencing
in 2007, the Servicer and the Trustee shall cause, and the Servicer shall cause 
each Subservicer engaged by the Servicer and the Servicer and the Trustee shall 
cause each Servicing Function Participant utilized by the Trustee 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) and that is a member of the American  
Institute of Certified Public Accountants to furnish a report to the Trustee and
the Depositor, 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. Such report must be available for
general use and not contain restricted use language. Promptly after receipt of  
each such accountants' attestation report, the Depositor shall review the report
and, if applicable, consult with the Servicer or the Trustee as to the nature of
any defaults by the Servicer or the Trustee (and each Subservicer or Servicing  
Function Participant engaged or utilized by the Servicer 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 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 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 shall notify the
Depositor as to the name of each Servicing Function Participant utilized by it, 
and each such notice will specify what specific Servicing Criteria will be      
addressed in the report on assessment of compliance prepared by such Servicing  
Function Participant in each case, to the extent of any change from the prior   
year's notice, if any. When the Servicer or the Trustee submits its assessment  
pursuant to Section 3.23(a), the Servicer 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.                                                 

           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 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 Swap Account in the following order of priority:                

                          (A) to the Swap Account, the sum of (x) all Net Swap
                  Payments and (y) any Swap Termination Payment owed to the Swap
             Provider other than a Defaulted Swap Termination Payment;

                       (B) from the Interest Remittance Amounts for both
             Loan Groups, to the Class A-1, Class A-2A, Class A-2B and
            Class A-2C Certificates, the related Accrued Certificate
                 Interest Distribution Amounts and Unpaid Interest Amounts for
        such Distribution Date, in each case pursuant to the
                allocation set forth in clauses (iv) and (v) of this Section
4.02(a);                                    

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

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

                         (H) from any remaining Interest Remittance Amounts,
          to the Class B-3 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-1, Class A-2A, Class A-2B and
                  Class A-2C 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 B-1, Class B-2 and Class B-3
                       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 Class M-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 and (y)
                      the Class M-1 Principal Distribution Amount, until the
                     Class Certificate Balance thereof has been reduced to
zero;                           

                            (c) to the Class M-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 and to the
                     Class M-1 Certificates in clause (ii)(B)(b) above and
                      (y) the Class M-2 Principal Distribution Amount, until
                      the Class Certificate Balance thereof has been reduced
to zero;                        

                            (d) 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 to
                     the Class M-2 Certificates in clause (ii)(B)(c) above
                    and (y) the Class M-3 Principal Distribution Amount,
                    until the Class Certificate Balance thereof 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
                     Class M-1 Certificates in clause (ii)(B)(b) above, to
                     the Class M-2 Certificates in clause (ii)(B)(c) above
                      and to the Class M-3 Certificates in clause (ii)(B)(d)
                  above and (y) the Class B-1 Principal Distribution
                       Amount, until the Class Certificate Balance thereof 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
                     Class M-1 Certificates in clause (ii)(B)(b) above, to
                      the Class M-2 Certificates in clause (ii)(B)(c) above,
                        to the Class M-3 Certificates in clause (ii)(B)(d) above
                      and to the Class B-1 Certificates in clause (ii)(B)(e)
                  above and (y) the Class B-2 Principal Distribution
                       Amount, until the Class Certificate Balance thereof has
been reduced to zero; and       

                            (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
                     Class M-1 Certificates in clause (ii)(B)(b) above, to
                      the Class M-2 Certificates in clause (ii)(B)(c) above,
                  to the Class M-3 Certificates in clause (ii)(B)(d)
              above, to the Class B-1 Certificates in clause
                     (ii)(B)(e) above and to the Class B-2 Certificates in
                       clause (ii)(B)(f) above and (y) the Class B-3 Principal
                        Distribution Amount, until the Class Certificate Balance
 thereof has been reduced to zero;

                 (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 B-1 Certificates, any Unpaid
Interest Amount for such Class;             

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

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

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

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

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

                           (M) to the Excess Reserve Fund Account, the amount of
                any Basis Risk Payment (without regard to Net Swap Receipts)
for such Distribution Date;                 

                      (N) concurrently, (i) from any Interest Rate Cap
                 Payments with respect to the Class M Cap Agreement on deposit
           in the Excess Reserve Fund Account with respect to such
               Distribution Date, an amount equal to any unpaid Basis Risk
                 Carry Forward Amount with respect to the Class M Certificates
           for such Distribution Date to the Class M Certificates,
                allocated (a) first, among the Class M-1 Certificates, Class
                  M-2 Certificates, Class M-3 Certificates, pro rata, based upon
                  their respective Class Certificate Balances (only with respect
                to those Class M Certificates with an outstanding Basis Risk
                  Carry Forward Amount) and (b) second, any remaining amounts to
                 the Class M-1 Certificates, Class M-2 Certificates, Class M-3
              Certificates, pro rata, based on any such Basis Risk Carry
                  Forward Amounts remaining unpaid, to reimburse such Basis Risk
             Carry Forward Amounts remaining unpaid, and (ii) from any
              Interest Rate Cap Payments with respect to the Class B Cap
                Agreement on deposit in the Excess Reserve Fund Account with
             respect to such Distribution Date, an amount equal to any
              unpaid Basis Risk Carry Forward Amount with respect to the
                  Class B Certificates for such Distribution Date to the Class B
          Certificates, allocated (a) first, among the Class B-1
      Certificates, Class B-2 Certificates and Class B-3
             Certificates, pro rata, based upon their respective Class
            Certificate Balances (only with respect to those Class B
             Certificates with an outstanding Basis Risk Carry Forward
                  Amount) and (b) second, any remaining amounts to the Class B-1
      Certificates, Class B-2 Certificates and Class B-3
              Certificates, pro rata, based on any such Basis Risk Carry
                  Forward Amounts remaining unpaid, to reimburse such Basis Risk
Carry Forward Amounts remaining unpaid;     

                          (O) from funds on deposit in the Excess Reserve Fund
                  Account (not including any Interest Rate Cap Payments included
               in such 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-1 Certificates, Class A-2A
        Certificates, Class A-2B Certificates and Class A-2C
             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-1
                  Certificates, Class A-2A Certificates, Class A-2B Certificates
                  and Class A-2C Certificates, pro rata, based on any such Basis
Risk Carry Forward Amounts remaining unpaid;

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

                           (Q) to the Class X Certificates, the remainder of the
            Class X Distributable Amount not distributed pursuant to
                Sections 4.02(a)(iii)(A)-(P) and any remaining Interest Rate
        Cap Payments in the Excess Reserve Fund Account; and

                    (R) to the Class R Certificates, any remaining
amount;                                     

                 (iv) solely for purposes of interest allocation calculations,
      the Interest Remittance Amount attributable to Group I Mortgage Loans will
be allocated:                                                       

                           (a) first, to the Class A-1 Certificates, the Accrued
           Certificate Interest Distribution Amount and any Unpaid
       Interest Amount for the Class A-1 Certificates; and

                        (b) second, concurrently, to the Class A-2A, Class
            A-2B and Class A-2C Certificates, pro rata (based on the
                amounts distributable or payable under Section 4.02(a)(i)(B)
               to the Class A-2A, Class A-2B and Class A-2C Certificates),
                the Accrued Certificate Interest Distribution Amount and any
             Unpaid Interest Amount for the Class A-2A, Class A-2B and
Class A-2C Certificates, respectively; and  

                (v) solely for purposes of interest allocation calculations,
  the Interest Remittance Amount attributable to Group II Mortgage Loans
will be allocated:                                                  

                       (a) first, concurrently, to the Class A-2A, Class
            A-2B and Class A-2C Certificates, pro rata (based on the
                amounts distributable or payable under Section 4.02(a)(i)(B)
               to the Class A-2A, Class A-2B and Class A-2C Certificates),
                the Accrued Certificate Interest Distribution Amount and any
             Unpaid Interest Amount for the Class A-2A, Class A-2B and
Class A-2C Certificates, respectively; and  

                    (b) second, to the Class A-1 Certificates, the
            Accrued Certificate Interest Distribution Amount and any
              Unpaid Interest Amount for the Class A-1 Certificates; and

             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 shall be  
distributed by the Trustee to the holders of the Class P Certificates.          

                 (c) All principal distributions to the Holders of the Class A
Certificates on any Distribution Date shall be allocated concurrently between   
the Group I Class A Certificates, on the one hand, and the Group II Class A     
Certificates, on the other hand, based on the Class A Principal Allocation      
Percentage for the Group I Class A Certificates and the Group II Class A        
Certificates, as applicable, for such Distribution Date; provided, however,     
that, if the Class Certificate Balances of the Class A Certificates in either   
Class A Certificate Group are reduced to zero, then the remaining amount of     
principal distributions distributable to the Class A Certificates on such       
Distribution Date, and the amount of such principal distributions distributable 
on all subsequent Distribution Dates, shall be distributed to the holders of the
Class A Certificates in the other Class A Certificate Group remaining           
Outstanding, in accordance with the principal distribution allocations described
in this Section 4.02(c), until their respective Class Certificate Balances have 
been reduced to zero. Any distributions of principal to the Group I Class A     
Certificates shall be made first from Available Funds relating to the Group I   
Mortgage Loans, and any distributions of principal to the Group II Class A      
Certificates shall be made first from Available Funds relating to the Group II  
Mortgage Loans.                                                                 

                Any principal allocated to the Group II Class A Certificates
shall be distributed first to the Class A-2A Certificates, until their Class    
Certificate Balance has been reduced to zero, then to the Class A-2B            
Certificates, until their Class Certificate Balance has been reduced to zero,   
and then to the Class A-2C 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 principal balance of the Class X Certificates have been reduced
to zero, any principal distributions allocated to the Group II Class A          
Certificates shall be allocated pro rata among the Classes of Group II Class A  
Certificates, based on their respective Class Certificate Balances, and         
distributed concurrently to the Class A-2A, Class A-2B and Class A-2C           
Certificates.                                                                   

               (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:                           

               (1) First, to the amount of interest payable to the Class X
Certificates; and                                                               

       (2) 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.                                                          

                  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; and                                              

                 (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.         

                 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 knowledge or has received
written notice; and                                     

                  (B) material breaches of any covenants under this Agreement of
       which the Trustee has 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 http://www.ctslink.com and assistance in using the      
website can be obtained by calling the Trustee's customer service desk at (301) 
815 6600. 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 within ten Business Days of 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 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 Swap 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 "Swap     
Account") as a part of the Trust Fund. The Swap Account shall be an Eligible    
Account, and funds on deposit therein shall be held separate and apart from, and
shall not be commingled with, any other moneys, including, without limitation,  
other moneys of the Trustee held pursuant to this Agreement.                    

                 On any Distribution Date, Swap Termination Payments, Net Swap
Payments owed to the Swap Provider and Net Swap Receipts for that Distribution  
Date will be deposited into the Swap Account. Funds in the Swap 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, 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 B-1, Class B-2 and Class B-3 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)(N)-(O), 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 B-1, Class B-2 and Class B-3 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 at 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 B-1, Class B-2 and Class B-3 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.                                                  

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

                 The Trustee shall account for the Swap 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 Swap 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 Swap 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, 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 Swap 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 Swap Account (along with Basis Risk   
Carry Forward Amounts payable from the Excess Reserve Fund Account) as rights in
a separate limited recourse interest rate cap contract written by the Class X   
Certificateholders in favor of Holders of each such Class.                      

           The Swap 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   
Swap 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 Swap Account shall be treated as having been distributed to the Holders of  
the Class X Certificates.                                                       

 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 said 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, Class P or Class R 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 Holder of a Private 
Certificate 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 Depositor shall reasonably determine to meet its obligation   
under the preceding sentence. Each Holder of a Private Certificate 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, Class
P or Class R 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 substantially in the form of Exhibit  
I), to the effect that such transferee is not an employee benefit plan or       
arrangement subject to Section 406 of ERISA, a plan subject to Section 4975 of  
the Code or a plan subject to any Federal, state or local law ("Similar Law")   
materially similar to the foregoing provisions of ERISA or the Code, nor a      
Person acting on behalf of any such plan or arrangement nor using the assets of 
any such plan or arrangement to effect such transfer, or (ii) in the case of an 
ERISA-Restricted Certificate other than a Residual Certificate or a Class P     
Certificate that has been the subject of an ERISA-Qualifying Underwriting, and  
the purchaser is an insurance company, a representation that the purchaser is an
insurance company that is purchasing such Certificates with funds contained in  
an "insurance company general account" (as such term is defined in Section V(e) 
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the    
purchase and holding of such Certificates are covered under Sections I and III  
of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate     
other than a Residual Certificate or Class P Certificate presented for          
registration in the name of an employee benefit plan subject to Title I of      
ERISA, a plan or arrangement subject to Section 4975 of the Code (or comparable 
provisions of any subsequent enactments), or a plan subject to Similar Law, or a
trustee of any such plan or any other Person acting on behalf of any such plan  
or arrangement or using such plan's or arrangement's assets, an Opinion of      
Counsel satisfactory to the Trustee and the Servicer, which Opinion of Counsel  
shall not be an expense of the Depositor, the Trustee, the Servicer or the Trust
Fund, addressed to the Trustee, to the effect that the purchase or holding of   
such ERISA-Restricted Certificate will not constitute or result in a non-exempt 
prohibited transaction within the meaning of ERISA, Section 4975 of the Code or 
any Similar Law and will not subject the Depositor, the Trustee or the Servicer 
to any obligation in addition to those expressly undertaken in this Agreement or
to any liability. For purposes of the preceding sentence, with respect to an    
ERISA-Restricted Certificate that is not a Private Certificate or a Residual    
Certificate, in the event the representation letter referred to in the preceding
sentence is not furnished, such representation shall be deemed to have been made
to the Trustee by the transferee's (including an initial acquirer's) acceptance 
of the ERISA-Restricted Certificates. Notwithstanding anything else to the      
contrary herein, (a) any purported transfer of an ERISA-Restricted Certificate, 
other than a Class P Certificate or Residual Certificate, to or on behalf of an 
employee benefit plan subject to ERISA, the Code or Similar Law without the     
delivery to the Trustee of an Opinion of Counsel satisfactory to the Trustee as 
described above shall be void and of no effect and (b) any purported transfer of
a Class P Certificate or Residual Certificate to a transferee that does not make
the representation in clause (i) above shall be void and of no effect.          

                  None of the Class R or Class P Certificates may be sold to any
employee benefit plan subject to Title I of ERISA, any plan subject to Section  
4975 of the Code, or any plan subject to any Similar Law or any Person investing
on behalf or with plan assets of such plan.                                     

                To the extent permitted under applicable law (including, but
not limited to, ERISA), the Trustee shall be under no liability to any Person   
for any registration of transfer of any ERISA-Restricted Certificate that is in 
fact not permitted by this Section 5.02(b) or for making any payments due on    
such Certificate to the Holder thereof or taking any other action with respect  
to such Holder under the provisions of this Agreement so long as the transfer   
was registered by the Trustee in accordance with the foregoing requirements.    

                  As long as the Interest Rate Swap Agreement is in effect, each
beneficial owner of a Certificate other than an ERISA Restricted Certificate, or
any interest therein, shall be deemed to have represented that either (i) it is 
not a Plan or (ii) the acquisition and holding of the Certificate are eligible  
for the exemptive relief available under at least one of (i) Department of Labor
Prohibited Transaction Class Exemption ("PTCE") 84-14 (for transactions by      
independent "qualified professional asset managers"), (ii) PTCE 91-38 (for      
transactions by bank collective investment funds), (iii) PTCE 90-1 (for         
transactions by insurance company pooled separate accounts), PTCE 95-60 (for    
transactions by insurance company general accounts) or (iv) PTCE 96-23 (for     
transactions effected by "in-house asset managers") or similar exemption under  
similar law.                                                                    

                  (c) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of   
such Ownership Interest to have agreed to be bound by the following provisions, 
and the rights of each Person acquiring any Ownership Interest in a Residual    
Certificate are expressly subject to the following provisions:                  

                  (i) Each Person holding or acquiring any Ownership Interest in
     a Residual Certificate shall be a Permitted Transferee and shall promptly
   notify the Trustee of any change or impending change in its status as a
Permitted Transferee;                                               

               (ii) No Ownership Interest in a Residual Certificate may be
     registered on the Closing Date or thereafter transferred, and the Trustee
  shall not register the Transfer of any Residual Certificate unless, in
      addition to the certificates required to be delivered to the Trustee under
 subparagraph (b) above, the Trustee shall have been furnished with an
   affidavit (a "Transfer Affidavit") of the initial owner or the proposed
transferee in the form attached hereto as Exhibit G;                

                 (iii) Each Person holding or acquiring any Ownership Interest
    in a Residual Certificate shall agree (A) to obtain a Transfer Affidavit
from any other Person to whom such Person attempts to Transfer its  
  Ownership Interest in a Residual Certificate, (B) to obtain a Transfer
Affidavit from any Person for whom such Person is acting as nominee,
      trustee or agent in connection with any Transfer of a Residual Certificate
    and (C) not to Transfer its Ownership Interest in a Residual Certificate
or to cause the Transfer of an Ownership Interest in a Residual     
Certificate to any other Person if it has actual knowledge that such
Person is a Non-Permitted Transferee;                               

             (iv) Any attempted or purported Transfer of any Ownership
     Interest in a Residual Certificate in violation of the provisions of this
      Section 5.02(c) shall be absolutely null and void and shall vest no rights
   in the purported Transferee. If any purported transferee shall become a
   Holder of a Residual Certificate in violation of the provisions of this
  Section 5.02(c), then the last preceding Permitted Transferee shall be
restored to all rights as Holder thereof retroactive to the date of 
    registration of Transfer of such Residual Certificate. The Trustee shall
     be under no liability to any Person for any registration of Transfer of a
     Residual Certificate that is in fact not permitted by Section 5.02(b) and
      this Section 5.02(c) or for making any payments due on such Certificate to
     the Holder thereof or taking any other action with respect to such Holder
under the provisions of this Agreement so long as the Transfer was  
  registered after receipt of the related Transfer Affidavit, Transferor
   Certificate and the Rule 144A Letter. The Trustee shall be entitled but
   not obligated to recover from any Holder of a Residual Certificate that
     was in fact a Non-Permitted Transferee at the time it became a Holder or,
at such subsequent time as it became a Non-Permitted Transferee, all
     payments made on such Residual Certificate at and after either such time.
     Any such payments so recovered by the Trustee shall be paid and delivered
by the Trustee to the last preceding Permitted Transferee of such   
Certificate; and                                                    

        (v) The Depositor shall use its best efforts to make
available, upon receipt of written request from the Trustee, all    
     information necessary to compute any tax imposed under Section 860E(e) of
     the Code as a result of a Transfer of an Ownership Interest in a Residual
Certificate to any Holder who is a Non-Permitted Transferee.        

               The restrictions on Transfers of a Residual Certificate set
forth in this Section 5.02(c) shall cease to apply (and the applicable portions 
of the legend on a Residual Certificate may be deleted) with respect to         
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,     
which Opinion of Counsel shall not be an expense of the Trust Fund, the Trustee 
or the Servicer, to the effect that the elimination of such restrictions will   
not cause any Trust REMIC to fail to qualify as a REMIC at any time that the    
Certificates are Outstanding or result in the imposition of any tax on the Trust
Fund, a Certificateholder or another Person. Each Person holding or acquiring   
any Ownership Interest in a Residual Certificate hereby consents to any         
amendment of this Agreement which, based on an Opinion of Counsel furnished to  
the Trustee, is reasonably necessary (a) to ensure that the record ownership of,
or any beneficial interest in, a Residual Certificate is not transferred,       
directly or indirectly, to a Person that is a Non-Permitted Transferee and (b)  
to provide for a means to compel the Transfer of a Residual Certificate which is
held by a Person that is a Non-Permitted Transferee to a Holder that is a       
Permitted Transferee.                                                           

            (d) The preparation and delivery of all certificates and
opinions referred to above in this Section 5.02 in connection with transfer     
shall be at the expense of the parties to such transfers.                       

             (e) Except as provided below, the Book-Entry Certificates
shall at all times remain registered in the name of the Depository or its       
nominee and at all times: (i) registration of the Certificates may not be       
transferred by the Trustee except to another Depository; (ii) the Depository    
shall maintain book-entry records with respect to the Certificate Owners and    
with respect to ownership and transfers of such Book-Entry Certificates; (iii)  
ownership and transfers of registration of the Book-Entry Certificates on the   
books of the Depository shall be governed by applicable rules established by the
Depository; (iv) the Depository may collect its usual and customary fees,       
charges and expenses from its Depository Participants; (v) the Trustee shall    
deal with the Depository, Depository Participants and indirect participating    
firms as representatives of the Certificate Owners of the Book-Entry            
Certificates for purposes of exercising the rights of holders under this        
Agreement, and requests and directions for and votes of such representatives    
shall not be deemed to be inconsistent if they are made with respect to         
different Certificate Owners; and (vi) the Trustee may rely and shall be fully  
protected in relying upon information furnished by the Depository with respect  
to its Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and persons shown on the books of such  
indirect participating firms as direct or indirect Certificate Owners.          

                  All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the Depository   
Participant or brokerage firm representing such Certificate Owner. Each         
Depository Participant shall only transfer Book-Entry Certificates of           
Certificate Owners it represents or of brokerage firms for which it acts as     
agent in accordance with the Depository's normal procedures.                    

                  If (x) (i) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly         
discharge its responsibilities as Depository, and (ii) the Trustee or the       
Depositor is unable to locate a qualified successor, or (y) the Depositor       
notifies the Depository of its intent to terminate the book-entry system through
the Depository and, upon receipt of notice of such intent from the Depository,  
the Depository Participants holding beneficial interests in the Book-Entry      
Certificates agree to initiate such termination, the Trustee shall notify all   
Certificate Owners, through the Depository, of the occurrence of any such event 
and of the availability of definitive, fully registered Certificates (the       
"Definitive Certificates") to Certificate Owners requesting the same. Upon      
surrender to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the       
Trustee shall issue the Definitive Certificates. None of the Servicer, the      
Depositor or the Trustee shall be liable for any delay in delivery of such      
instruction and each may conclusively rely on, and shall be protected in relying
on, such instructions. The Depositor shall provide the Trustee with an adequate 
inventory of Certificates to facilitate the issuance and transfer of Definitive 
Certificates. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Trustee, to the extent applicable with  
respect to such Definitive Certificates and the Trustee shall recognize the     
Holders of the Definitive Certificates as Certificateholders hereunder;         
provided, that the Trustee shall not by virtue of its assumption of such        
obligations become liable to any party for any act or failure to act of the     
Depository.                                                                     

             (f) Each Private Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written          
instrument of transfer and accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and  
all appropriate attachments) or W-9 in form satisfactory to the Trustee, duly   
executed by the Certificateholder or his attorney duly authorized in writing.   
Each Certificate presented or surrendered for registration of transfer or       
exchange shall be canceled and subsequently disposed of by the Trustee in       
accordance with its customary practice. No service charge shall be made for any 
registration of transfer or exchange of Private Certificates, but the Trustee   
may require payment of a sum sufficient to cover any tax or governmental charge 
that may be imposed in connection with any transfer or exchange of Private      
Certificates.                                                                   

     Section 5.03 Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or   
theft of any Certificate and (b) there is delivered to the Depositor, the       
Servicer and the Trustee such security or indemnity as may be required by them  
to hold each of them harmless, then, in the absence of notice to the Trustee    
that such Certificate has been acquired by a bona fide purchaser, the Trustee   
shall execute, authenticate and deliver, in exchange for or in lieu of any such 
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like     
Class, tenor and Percentage Interest. In connection with the issuance of any new
Certificate under this Section 5.03, the Trustee may require the payment of a   
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of  
the Trustee) connected therewith. Any replacement Certificate issued pursuant to
this Section 5.03 shall constitute complete and indefeasible evidence of        
ownership, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.                                         

                  Section 5.04 Persons Deemed Owners. The Servicer, the Trustee,
the Depositor and any agent of the Servicer, the Depositor or the Trustee may   
treat the Person in whose name any Certificate is registered as the owner of    
such Certificate for the purpose of receiving distributions as provided in this 
Agreement and for all other purposes whatsoever, and neither the Servicer, the  
Trustee, the Depositor, nor any agent of the Servicer, the Depositor or the     
Trustee shall be affected by any notice to the contrary.                        

                Section 5.05 Access to List of Certificateholders' Names and
Addresses. If three or more Certificateholders (a) request such information in  
writing from the Trustee, (b) state that such Certificateholders desire to      
communicate with other Certificateholders with respect to their rights under    
this Agreement or under the Certificates and (c) provide a copy of the          
communication which such Certificateholders propose to transmit, or if the      
Depositor or Servicer shall request such information in writing from the        
Trustee, then the Trustee shall, within ten Business Days after the receipt of  
such request, provide the Depositor, the Servicer or such Certificateholders at 
such recipients' expense the most recent list of the Certificateholders of such 
Trust Fund held by the Trustee, if any. The Depositor and every                 
Certificateholder, by receiving and holding a Certificate, agree that the       
Trustee shall not be held accountable by reason of the disclosure of any such   
information as to the list of the Certificateholders hereunder, regardless of   
the source from which such information was derived.                             

                  Section 5.06 Maintenance of Office or Agency. The Trustee will
maintain or cause to be maintained at its expense an office or offices or agency
or agencies where Certificates may be surrendered for registration of transfer  
or exchange. The Trustee initially designates its offices located at Sixth      
Street and Marquette Avenue, Minneapolis, Minnesota 55479. The Trustee shall    
give prompt written notice to the Certificateholders of any change in such      
location of any such office or agency.                                          

ARTICLE VI

 THE DEPOSITOR, THE SERVICER
AND THE LOAN PERFORMANCE ADVISOR

                Section 6.01 Respective Liabilities of the Depositor and the
Servicer. The Depositor and the Servicer shall each be liable in accordance     
herewith only to the extent of the obligations specifically and respectively    
imposed upon and undertaken by them herein.                                     

                Section 6.02 Merger or Consolidation of the Depositor or the
Servicer. (a) The Depositor and the Servicer will each keep in full effect its  
existence, rights and franchises as a corporation or federally chartered savings
bank, as the case may be, under the laws of the United States or under the laws 
of one of the states thereof and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such      
qualification is or shall be necessary to protect the validity and              
enforceability of this Agreement, or any of the Mortgage Loans and to perform   
its respective duties under this Agreement.                                     

               (b) The Servicer is and shall continue to be an institution
which is a Fannie Mae-approved and Freddie Mac-approved seller/servicer in good 
standing, shall maintain a net worth of at least $30,000,000 (as determined in  
accordance with generally accepted accounting principles) and shall maintain its
license to do business or service residential mortgage loans in any             
jurisdictions in which the Mortgaged Properties are located.                    

                  (c) Any Person into which the Depositor or the Servicer may be
merged or consolidated, or any Person resulting from any merger or consolidation
to which the Depositor or the Servicer shall be a party, or any person          
succeeding to the business of the Depositor or the Servicer, shall be the       
successor of the Depositor or the Servicer, as the case may be, hereunder,      
without the execution or filing of any paper or any further act on the part of  
any of the parties hereto, anything herein to the contrary notwithstanding;     
provided, however, that the successor or surviving Person to the Servicer shall 
make the covenant set forth in Section 6.02(b). As a condition to the succession
to the Servicer under this Agreement by any Person (i) into which the Servicer  
may be merged or consolidated, or (ii) which may be appointed as a successor to 
a Servicer, the Servicer shall provide to the Depositor, at least 15 calendar   
days prior to the effective date of such succession or appointment, (x) written 
notice to the Depositor of such succession or appointment and (y) in writing and
in form and substance reasonably satisfactory to the Depositor, 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).                                                  

              Section 6.03 Limitation on Liability of the Depositor, the
Servicer and Others. Neither the Depositor, the Servicer, nor any of their      
respective directors, officers, employees or agents shall be under any liability
to the Certificateholders for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement, or for errors in        
judgment; provided, however, that this provision shall not protect the          
Depositor, the Servicer or any such Person against any breach of representations
or warranties made by it herein or protect the Depositor, the Servicer or any   
such Person from any liability which would otherwise be imposed by reasons of   
willful misfeasance, bad faith or negligence (or gross negligence in the case of
the Depositor) in the performance of duties or by reason of reckless disregard  
of obligations and duties hereunder. The Depositor, its Affiliates, the Servicer
and any of their respective directors, officers, employees or agents may rely in
good faith on any document of any kind prima facie properly executed and        
submitted by any Person respecting any matters arising hereunder. The Depositor,
its Affiliates, the Servicer and any of their respective directors, officers,   
employees or agents shall be indemnified by the Trust Fund and held harmless    
against any loss, liability or expense incurred in connection with any audit,   
controversy or judicial proceeding relating to a governmental taxing authority  
or any legal action relating to this Agreement, the Certificates or the Loan    
Performance Advisor Agreement other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or negligence (or gross negligence  
in the case of the Depositor) in the performance of duties hereunder or by      
reason of reckless disregard of obligations and duties hereunder. The Depositor 
shall not be under any obligation to appear in, prosecute or defend any legal   
action that is not incidental to its respective duties hereunder and which in   
its opinion may involve it in any expense or liability; provided, however, that 
the Depositor may in its discretion undertake any such action (or direct the    
Trustee to undertake such actions pursuant to Section 2.03 for the benefit of   
the Certificateholders) that it may deem necessary or desirable in respect of   
this Agreement and the rights and duties of the parties hereto and interests of 
the Trustee and the Certificateholders hereunder. In such event, the legal      
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the Depositor shall be   
entitled to be reimbursed therefor out of the Collection Account.               

              Neither the Servicer nor any of the officers, employees or
agents of the Servicer shall be under any liability to the Trustee or the       
Depositor for any action taken or for refraining from the taking of any action  
in good faith pursuant to this Agreement; provided, however, that this provision
shall not protect the Servicer or any such person against any breach of         
warranties or representations made herein, or failure to perform its obligations
in compliance with the terms of this Agreement, or any liability which would    
otherwise be imposed by reason of any breach of the terms and conditions of this
Agreement. The Servicer and any officer, employee or agent of the Servicer may  
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Servicer  
shall not be under any obligation to appear in, prosecute or defend any legal   
action that is not incidental to its duties to service the Mortgage Loans in    
accordance with this Agreement and which in its opinion may involve it in any   
expenses or liability; provided, however, that the Servicer may undertake any   
such action which it may deem necessary or desirable in respect to this         
Agreement and the rights and duties of the parties hereto. In such event, the   
legal expenses and costs of such action and any liability resulting therefrom   
shall be expenses, costs and liabilities for which the Trust Fund will be       
liable, and the Servicer shall be entitled to be reimbursed therefor out of the 
Collection Account.                                                             

           Section 6.04 Limitation on Resignation of the Servicer.
Subject to Section 6.02 and 7.01, the Servicer shall not assign this Agreement  
or resign from the obligations and duties hereby imposed on it except by mutual 
consent of the Servicer, the Depositor and the Trustee or (i) upon the          
determination that the performance of its obligations or duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it or its subsidiaries or
Affiliates, the other activities of the Servicer so causing such a conflict     
being of a type and nature carried on by the Servicer or its subsidiaries or    
Affiliates at the date of this Agreement or (ii) upon satisfaction of the       
following conditions: (a) the Servicer has proposed a successor servicer to the 
Trustee and (b) each Rating Agency shall have delivered a letter to the Trustee 
prior to the appointing of the successor servicer stating that the proposed     
appointment of such successor servicer as Servicer hereunder will not result in 
the reduction or withdrawal of the then current rating of the Certificates;     
provided, however, that no such resignation by the Servicer shall become        
effective until such successor servicer or, in the case of (i) above, the       
Trustee shall have assumed the Servicer's responsibilities and obligations      
hereunder or the Trustee shall have designated a successor servicer in          
accordance with Section 7.02. Any such resignation shall not relieve the        
Servicer of responsibility for any of the obligations specified in Sections 7.01
and 7.02 as obligations that survive the resignation or termination of the      
Servicer. Any such determination permitting the resignation of the Servicer     
pursuant to (i) above shall be evidenced by an Opinion of Counsel to such effect
delivered to the Depositor and the Trustee which Opinion of Counsel shall be in 
form and substance acceptable to the Depositor and the Trustee. No such         
resignation shall become effective until a successor shall have assumed in      
writing the Servicer's responsibilities and obligations hereunder.              

                  Section 6.05 Additional Indemnification by the Servicer; Third
Party Claims.                                                                   

               (a) The Servicer shall indemnify the Responsible Party, the
Sponsor, the Depositor, the Trustee and any Affiliate, director, officer,       
employee or agent of the Depositor and hold them harmless against any and all   
third party claims, losses, damages, penalties, fines, forfeitures, reasonable  
and necessary legal fees and related costs, judgments, and any other costs, fees
and expenses that any of them may sustain in any way related to (i) any breach  
by the Servicer, of any of its representations and warranties referred to in    
Section 2.03(a), (ii) any error in any tax or information return prepared by the
Servicer, or (iii) the failure of the Servicer to perform its duties and service
the Mortgage Loans in compliance with the terms of this Agreement (including,   
without limitation, the failure to deliver accurate and complete information on 
a timely basis pursuant to Section 4.03(d)). The Servicer immediately shall     
notify the Depositor, the Responsible Party and the Trustee if a claim is made  
by a third party with respect to this Agreement or the Mortgage Loans, assume   
(with the prior written consent of the Depositor and the Trustee) the defense of
any such claim and pay all expenses in connection therewith, including counsel  
fees, and promptly pay, discharge and satisfy any judgment or decree which may  
be entered against it or the Responsible Party, the Depositor or the Trustee in 
respect of such claim.                                                          

                  (b) Notwithstanding anything to the contrary contained in this
Agreement, the Servicer shall indemnify the Depositor, the Sponsor, the Trustee 
and any director, officer, employee or agent of the Depositor, the Sponsor or   
the Trustee and hold them harmless against any and all claims, losses, damages, 
penalties, fines, forfeitures, reasonable and necessary legal fees and related  
costs, judgments, and any other costs, fees and expenses that any of them may   
sustain in any way related to any failure by the Servicer or any Subservicer    
engaged by the Servicer or any Subcontractor utilized by the Servicer to deliver
any information, report, certification or accountants' letter when and as       
required under Sections 3.22, 3.23, 6.02 or 8.12, including without limitation  
any failure by the Servicer to identify pursuant to Section 3.02(e) any         
Subcontractor "participating in the servicing function" within the meaning of   
Item 1122 of Regulation AB.                                                     

                (c) If the indemnification provided for in this Section 6.05
is unavailable or insufficient to hold harmless any Person entitled to          
indemnification thereunder, then the Servicer shall contribute to the amount    
paid or payable by the Person entitled to indemnification as a result of the    
losses, claims, damages or liabilities of such Person in such proportion as is  
appropriate to reflect the relative fault of such Person on the one hand and the
Servicer, on the other, in connection with the Servicer's obligations pursuant  
to this Section 6.05. This Section 6.05 shall survive the termination of this   
Agreement or the earlier resignation or removal of the Servicer.                

                 Section 6.06 Duties of the Loan Performance Advisor. The Loan
Performance Advisor shall perform its obligations under the Loan Performance    
Advisor Agreement.                                                              

         Section 6.07 Loan Performance Advisor's Fees. On each
Distribution Date the Trustee shall withdraw from the Distribution Account the  
Loan Performance Advisor Fee and pay such fee to the Loan Performance Advisor as
compensation for its activities under this Agreement.                           

 ARTICLE VII

 DEFAULT

                Section 7.01 Events of Default. "Event of Default", wherever
used herein, means any one of the following events:                             

               (a) any failure by the Servicer to remit to the Trustee any
payment required to be made under the terms of this Agreement which continues   
unremedied for a period of one Business Day after the date upon which written   
notice of such failure, requiring the same to be remedied, shall have been given
to the Servicer by the Depositor or by the Trustee, or to the Servicer, the     
Depositor and the Trustee by Certificateholders entitled to at least 25% of the 
Voting Rights in the Certificates; or                                           

                  (b) the failure on the part of the Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on the 
part of the Servicer set forth in this Agreement which continues unremedied for 
a period of forty-five days (except that (x) such number of days shall be       
fifteen in the case of a failure to pay any premium for any insurance policy    
required to be maintained under this Agreement and (y) such number of days shall
be ten in the case of a failure to observe or perform any of the obligations set
forth in Sections 3.02, 3.22, 3.23, 6.02 or 8.12) after the earlier of (i) the  
date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Depositor or by the Trustee, or to 
the Servicer, the Depositor and the Trustee by Certificateholders entitled to at
least 25% of the Voting Rights in the Certificates and (ii) actual knowledge of 
such failure by a Servicing Officer of the Servicer; or                         

             (c) a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a conservator or receiver  
or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling  
of assets and liabilities or similar proceedings, or for the winding-up or      
liquidation of its affairs, shall have been entered against the Servicer and    
such decree or order shall have remained in force undischarged or unstayed for a
period of sixty consecutive days; or                                            

          (d) the Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy,            
readjustment of debt, marshalling of assets and liabilities or similar          
proceedings of or relating to the Servicer or of or relating to all or          
substantially all of its property; or                                           

         (e) the Servicer shall admit in writing its inability
generally to pay its debts as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for  
the benefit of its creditors, or voluntarily suspend payment of its obligations;
or                                                                              

          (f) a breach of any representation and warranty of the
Servicer referred to in Section 2.03(a), which materially and adversely affects 
the interests of the Certificateholders and which continues unremedied for a    
period of thirty days after the date upon which written notice of such breach is
given to the Servicer by the Trustee or by the Depositor, or to the Servicer,   
the Trustee and the Depositor by Certificateholders entitled to at least 25% of 
the Voting Rights in the Certificates; or                                       

            (g) Fitch reduces its servicer rating of the Servicer to
"RPS2-" or lower, Moody's reduces its servicer rating of the Servicer to "SQ3"  
or lower, or S&P reduces its servicer rating of the Servicer to "Average" or    
lower.                                                                          

                  If an Event of Default described in clauses (a) through (g) of
this Section 7.01 shall occur, then, and in each and every such case, so long as
such Event of Default shall not have been remedied, the Trustee may, and at the 
written direction of a majority of the Voting Rights, the Trustee shall, by     
notice in writing to the Servicer (with a copy to each Rating Agency), terminate
all of the rights and obligations of the Servicer under this Agreement and in   
and to the Mortgage Loans and the proceeds thereof, other than its rights as a  
Certificateholder hereunder; provided, however, that the Trustee shall not be   
required to give written notice to the Servicer of the occurrence of an Event of
Default described in clauses (b) through (g) of this Section 7.01 unless and    
until a Responsible Officer of the Trustee has actual knowledge of the          
occurrence of such an event; provided further, that the Depositor shall give    
written notice to the Servicer of the occurrence of an Event of Default         
described in clause (g) of this Section 7.01 upon obtaining actual knowledge of 
the occurrence of such an event. In the event that a Responsible Officer of the 
Trustee has actual knowledge of the occurrence of an event of default described 
in clause (a) of this Section 7.01, the Trustee shall give written notice to the
Servicer of the occurrence of such an event within one Business Day of the first
day on which such Responsible Officer obtains actual knowledge of such          
occurrence; provided, that if such failure is the failure to make a P&I Advance,
the Trustee shall send such notice and, if the Event of Default of the Servicer 
was the failure to make a P&I Advance, the Trustee, as successor servicer, shall
make such P&I Advance for distribution on the related Distribution Date. On and 
after the receipt by the Servicer of such written notice, all authority and     
power of the Servicer hereunder, whether with respect to the Mortgage Loans or  
otherwise, shall pass to and be vested in the Trustee. Subject to Section 7.02, 
the Trustee is hereby authorized and empowered to execute and deliver, on behalf
of the Servicer, as attorney-in-fact or otherwise, any and all documents and    
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to    
complete the transfer and endorsement or assignment of the Mortgage Loans and   
related documents, or otherwise. Unless expressly provided in such written      
notice, no such termination shall affect any obligation of the Servicer to pay  
amounts owed pursuant to Article VIII. The Servicer agrees to cooperate with the
Trustee in effecting the termination of the Servicer's responsibilities and     
rights hereunder, including, without limitation, the transfer to the Trustee of 
all cash amounts which shall at the time be credited to the Collection Account, 
or thereafter be received with respect to the Mortgage Loans.                   

            Notwithstanding any termination of the activities of the
Servicer hereunder, the Servicer shall be entitled to receive from the Trust    
Fund, prior to transfer of its servicing obligations hereunder, payment of all  
accrued and unpaid Servicing Fees and reimbursement for all outstanding P&I     
Advances and Servicing Advances.                                                

                 Section 7.02 Trustee to Act; Appointment of Successor. On and
after the time the Servicer receives a notice of termination pursuant to Section
3.24 or Section 7.01, the Trustee shall, subject to and to the extent provided  
in Section 3.05, be the successor to the Servicer in its capacity as servicer   
under this Agreement and the transactions set forth or provided for herein and  
shall be subject to all the responsibilities, duties and liabilities relating   
thereto placed on the Servicer by the terms and provisions hereof and applicable
law including the obligation to make P&I Advances and Servicing Advances,       
pursuant to Section 3.24 or Section 7.01. It is understood and acknowledged by  
the parties hereto that there will be a period of transition before the transfer
of servicing obligations is fully effective. Notwithstanding the foregoing, the 
Trustee will have a period (not to exceed 90 days) to complete the transfer of  
all servicing data and correct or manipulate such servicing data as may be      
required by the Trustee to correct any errors or insufficiencies in the         
servicing data or otherwise enable the Trustee to service the Mortgage Loans in 
accordance with Accepted Servicing Practices. As compensation therefor, the     
Trustee shall be entitled to all funds relating to the Mortgage Loans that the  
Servicer would have been entitled to charge to the Collection Account if the    
Servicer had continued to act hereunder including, if the Servicer was receiving
the Servicing Fee, the Servicing Fee and the income on investments or gain      
related to the Collection Account which the Servicer would be entitled to       
receive. Notwithstanding the foregoing, if the Trustee has become the successor 
to the Servicer in accordance with Section 7.01, the Trustee may, if it shall be
unwilling to so act, or shall, if it is prohibited by applicable law from making
P&I Advances and Servicing Advances pursuant to Section 4.01, if it is otherwise
unable to so act or at the written request of Certificateholders entitled to at 
least a majority of the Voting Rights, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the   
Certificates by each Rating Agency, as the successor to the Servicer hereunder  
in the assumption of all or any part of the responsibilities, duties or         
liabilities of the Servicer hereunder. Any successor to the Servicer shall make 
the covenant set forth in Section 6.02(b). Any successor to the Servicer shall  
be an institution which is willing to service the Mortgage Loans and which      
executes and delivers to the Depositor and the Trustee an agreement accepting   
such delegation and assignment, containing an assumption by such Person of the  
rights, powers, duties, responsibilities, obligations and liabilities of the    
Servicer (other than liabilities of the Servicer under Section 6.03 incurred    
prior to termination of the Servicer under Section 7.01), with like effect as if
originally named as a party to this Agreement; provided, that each Rating Agency
acknowledges that its rating of the Certificates in effect immediately prior to 
such assignment and delegation will not be qualified or reduced, as a result of 
such assignment and delegation. Pending appointment of a successor to the       
Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so
acting, shall, subject to Section 3.05, act in such capacity as hereinabove     
provided. In connection with such appointment and assumption, the Trustee may   
make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided, however, that no 
such compensation shall be in excess of the Servicing Fee Rate and amounts paid 
to the Servicer from investments. The Trustee and such successor Servicer shall 
take such action, consistent with this Agreement, as shall be necessary to      
effectuate any such succession. Neither the Trustee nor any other successor to  
the Servicer shall be deemed to be in default hereunder by reason of any failure
to make, or any delay in making, any distribution hereunder or any portion      
thereof or any failure to perform, or any delay in performing, any duties or    
responsibilities hereunder, in either case caused by the failure of the Servicer
to deliver or provide, or any delay in delivering or providing, any cash,       
information, documents or records to it.                                        

            In the event that the Servicer is terminated pursuant to
Section 7.01, the terminated Servicer shall be responsible for the servicing    
transfer, provide notices to the Mortgagors, arrange for and transfer the       
Servicing Files to a successor Servicer and pay all of its own out-of-pocket    
costs and expenses at its own expense. In addition, in the event that the       
Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall  
pay all reasonable out-of-pocket costs and expenses of a servicing transfer     
incurred by parties other than the terminated Servicer promptly upon            
presentation of reasonable documentation of such costs. If the Trustee is the   
terminated Servicer (except in the case where the Trustee in its role as        
successor Servicer is being terminated pursuant to Section 7.01 by reason of an 
Event of Default caused solely by the Trustee as the successor Servicer and not 
by the predecessor Servicer's actions or omissions), such costs shall be paid by
the prior terminated Servicer promptly upon presentation of reasonable          
documentation of such costs. If the terminated Servicer defaults in its         
obligation to pay such costs and expenses, the same shall be paid by the        
successor Servicer or the Trustee, in which case the successor Servicer or the  
Trustee, as applicable, shall be entitled to reimbursement therefor from the    
Trust Fund.                                                                     

                  Any successor to the Servicer as servicer shall give notice to
the Mortgagors of such change of servicer and shall, during the term of its     
service as servicer, maintain in force the policy or policies that the Servicer 
is required to maintain pursuant to Section 3.13.                               

                 Section 7.03 Notification to Certificateholders. (a) Upon any
termination of or appointment of a successor to the Servicer, the Trustee shall 
give prompt written notice thereof to Certificateholders and each Rating Agency.

           (b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall transmit by mail to all Certificateholders and each  
Rating Agency notice of each such Event of Default hereunder known to the       
Trustee, unless such event shall have been cured or waived.                     

ARTICLE VIII

CONCERNING THE TRUSTEE

               Section 8.01 Duties of the Trustee. The Trustee, before the
occurrence of an Event of Default and after the curing of all Events of Default 
that may have occurred, shall undertake to perform such duties and only such    
duties as are specifically set forth in this Agreement. In case an Event of     
Default has occurred and remains uncured, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of    
care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person's own affairs.                  

               The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished 
to the Trustee that are specifically required to be furnished pursuant to any   
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement. The Trustee shall not be responsible for   
the accuracy or content of any resolution, certificate, statement, opinion,     
report, document, order, or other instrument.                                   

                No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent      
failure to act or its own willful misconduct.                                   

                Unless an Event of Default known to the Trustee has occurred
and is continuing:                                                              

          (a) the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement, the Trustee shall
not be liable except for the performance of the duties and obligations          
specifically set forth in this Agreement, no implied covenants or obligations   
shall be read into this Agreement against the Trustee, and the Trustee may      
conclusively rely, as to the truth of the statements and the correctness of the 
opinions expressed therein, upon any certificates or opinions furnished to the  
Trustee and conforming to the requirements of this Agreement which it believes  
in good faith to be genuine and to have been duly executed by the proper        
authorities respecting any matters arising hereunder;                           

                (b) the Trustee shall not be liable for an error of judgment
made in good faith by a Responsible Officer or Responsible Officers of the      
Trustee, unless it is finally proven that the Trustee was negligent in          
ascertaining the pertinent facts; and                                           

                  (c) the Trustee shall not be liable with respect to any action
taken, suffered, or omitted to be taken by it in good faith in accordance with  
the direction of the Holders of Certificates evidencing not less than 25% of the
Voting Rights of Certificates relating to the time, method, and place of        
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement.             

         The Trustee shall be permitted to utilize one or more
Subcontractors for the performance of certain of its obligations under this     
Agreement, provided that the Trustee complies with Section 3.02(e) as if the    
Trustee were a "Servicer" pursuant to that Section. The Trustee shall indemnify 
the Depositor, the Sponsor and any director, officer, employee or agent of the  
Depositor or the Sponsor and hold them harmless against any and all claims,     
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal  
fees and related costs, judgments, and any other costs, fees and expenses that  
any of them may sustain in any way related to the failure of the Trustee to     
perform any of its obligations under Section 3.22 or Section 3.23, including    
without limitation any failure by the Trustee to identify pursuant to Section   
3.02(e) any Subcontractor that is a Servicing Function Participant. This        
indemnity shall survive the termination of this Agreement or the earlier        
resignation or removal of the Trustee.                                          

                 Section 8.02 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 8.01:                                             

          (a) the Trustee may request and rely upon and shall be
protected in acting or refraining from acting upon any resolution, Officer's    
Certificate, certificate of auditors or any other certificate, statement,       
instrument, opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to have been signed or 
presented by the proper party or parties and the Trustee shall have no          
responsibility to ascertain or confirm the genuineness of any signature of any  
such party or parties;                                                          

                (b) the Trustee may consult with counsel, financial advisers
or accountants and the advice of any such counsel, financial advisers or        
accountants and any Opinion of Counsel shall be full and complete authorization 
and protection in respect of any action taken or suffered or omitted by it      
hereunder in good faith and in accordance with such advice or Opinion of        
Counsel;                                                                        

             (c) the Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or  
within the discretion or rights or powers conferred upon it by this Agreement;  

                (d) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,     
instrument, opinion, report, notice, request, consent, order, approval, bond or 
other paper or document, unless requested in writing to do so by the Holders of 
Certificates evidencing not less than 25% of the Voting Rights allocated to each
Class of Certificates;                                                          

           (e) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through      
agents, accountants or attorneys and the Trustee shall not be responsible for   
any misconduct or negligence on the part of any agents, accountants or attorneys
appointed with due care by it hereunder;                                        

               (f) the Trustee shall not be required to risk or expend its
own funds or otherwise incur any financial liability in the performance of any  
of its duties or in the exercise of any of its rights or powers hereunder if it 
shall have reasonable grounds for believing that repayment of such funds or     
adequate indemnity against such risk or liability is not assured to it;         

           (g) the Trustee shall not be liable for any loss on any
investment of funds pursuant to this Agreement (other than in its corporate     
capacity as obligor of the investment security and with respect to the          
investment of funds in the Distribution Account);                               

              (h) unless a Responsible Officer of the Trustee has actual
knowledge of the occurrence of an Event of Default, the Trustee shall not be    
deemed to have knowledge of an Event of Default, until a Responsible Officer of 
the Trustee shall have received written notice thereof; and                     

                (i) the Trustee shall be under no obligation to exercise any
of the trusts, rights or powers vested in it by this Agreement or to institute, 
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, pursuant to this Agreement,
unless such Certificateholders shall have offered to the Trustee reasonable     
security or indemnity satisfactory to the Trustee against the costs, expenses   
and liabilities which may be incurred therein or thereby.                       

                Section 8.03 Trustee Not Liable for Certificates or Mortgage
Loans. The recitals contained herein and in the Certificates shall be taken as  
the statements of the Depositor and the Trustee assumes no responsibility for   
their correctness. The Trustee makes no representations as to the validity or   
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or 
related document other than with respect to the Trustee's execution and         
authentication of the Certificates. The Trustee shall not be accountable for the
use or application by the Depositor or the Servicer of any funds paid to the    
Depositor or the Servicer in respect of the Mortgage Loans or deposited in or   
withdrawn from the Collection Account by the Depositor or the Servicer.         

          The Trustee shall have no responsibility for filing or
recording any financing or continuation statement in any public office at any   
time or to otherwise perfect or maintain the perfection of any security interest
or lien granted to it hereunder (unless the Trustee shall have become the       
successor Servicer).                                                            

               The Trustee executes the Certificates not in its individual
capacity but solely as Trustee of the Trust Fund created by this Agreement, in  
the exercise of the powers and authority conferred and vested in it by this     
Agreement. Each of the undertakings and agreements made on the part of the      
Trustee on behalf of the Trust Fund in the Certificates is made and intended not
as a personal undertaking or agreement by the Trustee but is made and intended  
for the purpose of binding only the Trust Fund.                                 

                 Section 8.04 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not the Trustee.               

                 Section 8.05 Trustee's Fees and Expenses. As compensation for
its activities under this Agreement, the Trustee may withdraw from the          
Distribution Account on each Distribution Date the Trustee Fee for the          
Distribution Date and any interest or investment income earned on funds         
deposited in the Distribution Account. The Trustee and any director, officer,   
employee, or agent of the Trustee shall be indemnified by the Trust Fund and    
held harmless against any loss, liability, or expense (including reasonable     
attorney's fees) resulting from any error in any tax or information return      
prepared by the Servicer or incurred in connection with:                        

(a) this Agreement,                         

(b) the Insurance Policy,                   

(c) the Certificates, or                    

                 (d) the performance of any of the Trustee's duties under this
Agreement,                                                                      

other than any loss, liability, or expense (i) resulting from any breach of the 
Servicer's obligations in connection with this Agreement for which the Servicer 
has performed its obligation to indemnify the Trustee pursuant to Section 6.05, 
(ii) resulting from any breach of the Responsible Party's obligations in        
connection with this Agreement for which the Responsible Party has performed its
obligation to indemnify the Trustee pursuant to Section 2.03(h) or (iii)        
incurred because of willful misconduct, bad faith, or negligence in the         
performance of any of the Trustee's duties under this Agreement. This indemnity 
shall survive the termination of this Agreement or the resignation or removal of
the Trustee under this Agreement. Without limiting the foregoing, except as     
otherwise agreed upon in writing by the Depositor and the Trustee, and except   
for any expense, disbursement, or advance arising from the Trustee's negligence,
bad faith, or willful misconduct, the Trust Fund shall pay or reimburse the     
Trustee for all reasonable expenses, disbursements, and advances incurred or    
made by the Trustee in accordance with this Agreement with respect to:          

                    (A) the reasonable compensation, expenses, and
                disbursements of its counsel not associated with the closing
of the issuance of the Certificates, and    

                    (B) the reasonable compensation, expenses, and
                disbursements of any accountant, engineer, or appraiser that
                is not regularly employed by the Trustee, to the extent that
               the Trustee must engage them to perform services under this
Agreement.                                  

                Except as otherwise provided in this Agreement or a separate
letter agreement between the Trustee and the Depositor, the Trustee shall not be
entitled to payment or reimbursement for any routine ongoing expenses incurred  
by the Trustee in the ordinary course of its duties as Trustee, Registrar, or   
paying agent under this Agreement or for any other routine expenses incurred by 
the Trustee; provided, however, no expense shall be reimbursed hereunder if it  
would not constitute an "unanticipated expense incurred by the REMIC" within the
meaning of the REMIC Provisions.                                                

              Section 8.06 Eligibility Requirements for the Trustee. The
Trustee hereunder shall at all times be a corporation or association organized  
and doing business under the laws of a state or the United States of America,   
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000, subject to supervision or          
examination by federal or state authority and with a credit rating which would  
not cause any of the Rating Agencies to reduce their respective then current    
ratings of the Certificates (or having provided such security from time to time 
as is sufficient to avoid such reduction) as evidenced in writing by each Rating
Agency. If such corporation or association publishes reports of condition at    
least annually, pursuant to law or to the requirements of the aforesaid         
supervising or examining authority, then for the purposes of this Section 8.06  
the combined capital and surplus of such corporation or association shall be    
deemed to be its combined capital and surplus as set forth in its most recent   
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with this Section 8.06, the Trustee shall resign      
immediately in the manner and with the effect specified in Section 8.07. The    
entity serving as Trustee may have normal banking and trust relationships with  
the Depositor and its Affiliates or the Servicer and its Affiliates; provided,  
however, that such entity cannot be an Affiliate of the Depositor or the        
Servicer other than the Trustee in its role as successor to the Servicer.       

            Section 8.07 Resignation and Removal of the Trustee. The
Trustee may at any time resign and be discharged from the trusts hereby created 
by giving written notice of resignation to the Depositor, the Servicer and each 
Rating Agency not less than 60 days before the date specified in such notice,   
when, subject to Section 8.08, such resignation is to take effect, and          
acceptance by a successor trustee in accordance with Section 8.08 meeting the   
qualifications set forth in Section 8.06. If no successor trustee meeting such  
qualifications shall have been so appointed and have accepted appointment within
30 days after the giving of such notice or resignation, the resigning Trustee   
may petition any court of competent jurisdiction for the appointment of a       
successor trustee.                                                              

            If at any time the Trustee shall cease to be eligible in
accordance with Section 8.06 and shall fail to resign after written request     
thereto by the Depositor, or if at any time the Trustee shall become incapable  
of acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the  
Trustee or of its property shall be appointed, or any public officer shall take 
charge or control of the Trustee or of its property or affairs for the purpose  
of rehabilitation, conservation or liquidation, or a tax is imposed with respect
to the Trust Fund by any state in which the Trustee or the Trust Fund is located
and the imposition of such tax would be avoided by the appointment of a         
different trustee, then the Depositor may remove the Trustee and appoint a      
successor trustee by written instrument, in triplicate, one copy of which shall 
be delivered to the Trustee, one copy to the Servicer and one copy to the       
successor trustee.                                                              

                  The Holders of Certificates entitled to at least a majority of
the Voting Rights may at any time remove the Trustee and appoint a successor    
trustee by written instrument or instruments, in triplicate, signed by such     
Holders or their attorneys-in-fact duly authorized, one complete set of which   
shall be delivered by the successor Trustee to the Servicer, one complete set to
the Trustee so removed and one complete set to the successor so appointed. The  
successor trustee shall notify each Rating Agency of any removal of the Trustee.

                  Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to this Section 8.07 shall become effective upon     
acceptance of appointment by the successor trustee as provided in Section 8.08. 

         Section 8.08 Successor Trustee. Any successor trustee
appointed as provided in Section 8.07 shall execute, acknowledge and deliver to 
the Depositor and to its predecessor trustee and the Servicer an instrument     
accepting such appointment hereunder and thereupon the resignation or removal of
the predecessor trustee shall become effective and such successor trustee,      
without any further act, deed or conveyance, shall become fully vested with all 
the rights, powers, duties and obligations of its predecessor hereunder, with   
like effect as if originally named as trustee herein. The Depositor, the        
Servicer and the predecessor trustee shall execute and deliver such instruments 
and do such other things as may reasonably be required for more fully and       
certainly vesting and confirming in the successor trustee all such rights,      
powers, duties, and obligations.                                                

                No successor trustee shall accept appointment as provided in
this Section 8.08 unless at the time of its acceptance, the successor trustee is
eligible under Section 8.06 and its appointment does not adversely affect the   
then current rating of the Certificates.                                        

            Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, the Depositor shall mail notice of the succession
of such trustee hereunder to all Holders of Certificates. If the Depositor fails
to mail such notice within 10 days after acceptance of appointment by the       
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Depositor.                                                   

            Section 8.09 Merger or Consolidation of the Trustee. Any
corporation into which the Trustee may be merged or converted or with which it  
may be consolidated or any corporation resulting from any merger, conversion or 
consolidation to which the Trustee shall be a party, or any corporation         
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder; provided, that such corporation shall be eligible under Section 8.06 
without the execution or filing of any paper or further act on the part of any  
of the parties hereto, anything herein to the contrary notwithstanding. In      
connection with the succession to the Trustee under this Agreement by any Person
(i) into which the Trustee may be merged or consolidated, or (ii) which may be  
appointed as a successor to the Trustee, the Trustee shall notify the Depositor 
of such succession or appointment and shall furnish to the Depositor in writing 
and in form and substance reasonably satisfactory to the Depositor, all         
information reasonably necessary for the Trustee to accurately and timely       
report, pursuant to Section 8.12(g), 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).                                   

               Section 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the    
purpose of meeting any legal requirements of any jurisdiction in which any part 
of the Trust Fund or property securing any Mortgage Note may at the time be     
located, the Servicer and the Trustee acting jointly shall have the power and   
shall execute and deliver all instruments to appoint one or more Persons        
approved by the Trustee to act as co-trustee or co-trustees jointly with the    
Trustee, or separate trustee or separate trustees, of all or any part of the    
Trust Fund, and to vest in such Person or Persons, in such capacity and for the 
benefit of the Certificateholders, such title to the Trust Fund or any part     
thereof, whichever is applicable, and, subject to the other provisions of this  
Section 8.10, such powers, duties, obligations, rights and trusts as the        
Servicer and the Trustee may consider appropriate. If the Servicer shall not    
have joined in such appointment within 15 days after the receipt by it of a     
request to do so, or in the case an Event of Default shall have occurred and be 
continuing, the Trustee alone shall have the power to make such appointment. No 
co-trustee or separate trustee hereunder shall be required to meet the terms of 
eligibility as a successor trustee under Section 8.06 and no notice to          
Certificateholders of the appointment of any co-trustee or separate trustee     
shall be required under Section 8.08.                                           

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

                  (a) To the extent necessary to effectuate the purposes of this
Section 8.10, all rights, powers, duties and obligations conferred or imposed   
upon the Trustee, except for the obligation of the Trustee under this Agreement 
to advance funds on behalf of the Servicer, shall be conferred or imposed upon  
and exercised or performed by the Trustee and such separate trustee or          
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act),   
except to the extent that under any law of any jurisdiction in which any        
particular act or acts are to be performed (whether as Trustee hereunder or as  
successor to the Servicer hereunder), the Trustee shall be incompetent or       
unqualified to perform such act or acts, in which event such rights, powers,    
duties and obligations (including the holding of title to the applicable Trust  
Fund or any portion thereof in any such jurisdiction) shall be exercised and    
performed singly by such separate trustee or co-trustee, but solely at the      
direction of the Trustee;                                                       

            (b) No trustee hereunder shall be held personally liable
because of any act or omission of any other trustee hereunder and such          
appointment shall not, and shall not be deemed to, constitute any such separate 
trustee or co-trustee as agent of the Trustee;                                  

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

                (d) The Trust Fund, and not the Trustee, shall be liable for
the payment of reasonable compensation, reimbursement and indemnification to any
such separate trustee or co-trustee.                                            

             Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the separate trustees and         
co-trustees, when and as effectively as if given to each of them. Every         
instrument appointing any separate trustee or co-trustee shall refer to this    
Agreement and the conditions of this Article VIII. Each separate trustee and    
co-trustee, upon its acceptance of the trusts conferred, shall be vested with   
the estates or property specified in its instrument of appointment, either      
jointly with the Trustee or separately, as may be provided therein, subject to  
all the provisions of this Agreement, specifically including every provision of 
this Agreement relating to the conduct of, affecting the liability of, or       
affording protection and indemnity to, the Trustee. Every such instrument shall 
be filed with the Trustee and a copy thereof given to the Servicer and the      
Depositor.                                                                      

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

                 Section 8.11 Tax Matters. It is intended that the assets with
respect to which any REMIC election pertaining to the Trust Fund is to be made, 
as set forth in the Preliminary Statement, shall constitute, and that the       
conduct of matters relating to such assets shall be such as to qualify such     
assets as, a "real estate mortgage investment conduit" as defined in and in     
accordance with the REMIC Provisions. In furtherance of such intention, the     
Trustee covenants and agrees that it shall act as agent (and the Trustee is     
hereby appointed to act as agent) on behalf of each Trust REMIC and that in such
capacity it shall:                                                              

               (a) prepare and file in a timely manner, a U.S. Real Estate
Mortgage Investment Conduit (REMIC) Income Tax Return (Form 1066 or any         
successor form adopted by the Internal Revenue Service) and prepare and file    
with the Internal Revenue Service and applicable state or local tax authorities 
income tax or information returns for each taxable year with respect to each    
Trust REMIC containing such information and at the times and in the manner as   
may be required by the Code or state or local tax laws, regulations, or rules,  
and furnish to Certificateholders the schedules, statements or information at   
such times and in such manner as may be required thereby;                       

                (b) within thirty days of the Closing Date, the Trustee will
apply for an employer identification number from the Internal Revenue Service   
via Form SS-4 or any other acceptable method for all tax entities and shall also
furnish to the Internal Revenue Service, on Form 8811 or as otherwise may be    
required by the Code, the name, title, address, and telephone number of the     
person that the Holders of the Certificates may contact for tax information     
relating thereto, together with such additional information as may be required  
by such Form, and update such information at the time or times in the manner    
required by the Code;                                                           

           (c) make an election that each of Pooling Tier REMIC-1,
Pooling Tier REMIC-2, the Lower Tier REMIC and the Upper Tier REMIC be treated  
as a REMIC on the federal tax return for its first taxable year (and, if        
necessary, under applicable state law);                                         

                (d) prepare and forward to the Certificateholders and to the
Internal Revenue Service and, if necessary, state tax authorities, all          
information returns and reports as and when required to be provided to them in  
accordance with the REMIC Provisions, including the calculation of any original 
issue discount using the prepayment assumption (as described in the Prospectus  
Supplement);                                                                    

                (e) provide information necessary for the computation of tax
imposed on the Transfer of a Residual Certificate to a Person that is a         
Non-Permitted Transferee, or an agent (including a broker, nominee or other     
middleman) of a Non-Permitted Transferee, or a pass-through entity in which a   
Non-Permitted Transferee is the record holder of an interest (the reasonable    
cost of computing and furnishing such information may be charged to the Person  
liable for such tax);                                                           

              (f) to the extent that they are under its control, conduct
matters relating to such assets at all times that any Certificates are          
Outstanding so as to maintain the status of each Trust REMIC as a REMIC under   
the REMIC Provisions;                                                           

                 (g) not knowingly or intentionally take any action or omit to
take any action that would cause the termination of the REMIC status of any     
Trust REMIC created hereunder;                                                  

                (h) pay, from the sources specified in the last paragraph of
this Section 8.11, the amount of any federal or state tax, including prohibited 
transaction taxes as described below, imposed on each Trust REMIC before its    
termination when and as the same shall be due and payable (but such obligation  
shall not prevent the Trustee or any other appropriate Person from contesting   
any such tax in appropriate proceedings and shall not prevent the Trustee from  
withholding payment of such tax, if permitted by law, pending the outcome of    
such proceedings);                                                              

               (i) cause federal, state or local income tax or information
returns to be signed by the Trustee or such other Person as may be required to  
sign such returns by the Code or state or local laws, regulations or rules; and 

              (j) maintain records relating to each of the Trust REMICs,
including the income, expenses, assets, and liabilities thereof on a calendar   
year basis and on the accrual method of accounting and the adjusted basis of the
assets determined at such intervals as may be required by the Code, as may be   
necessary to prepare the foregoing returns, schedules, statements or            
information.                                                                    

                The Holder of the largest Percentage Interest of the Class R
Certificates shall act as Tax Matters Person for each Trust REMIC, in each case,
within the meaning of Treasury Regulations Section 1.860F-4(d), and the Trustee 
is hereby designated as agent of such Certificateholder for such purpose (or if 
the Trustee is not so permitted, such Holder shall be the Tax Matters Person in 
accordance with the REMIC Provisions). In such capacity, the Trustee shall, as  
and when necessary and appropriate, represent any Trust REMIC in any            
administrative or judicial proceedings relating to an examination or audit by   
any governmental taxing authority, request an administrative adjustment as to   
any taxable year of any Trust REMIC, enter into settlement agreements with any  
governmental taxing agency, extend any statute of limitations relating to any   
tax item of any Trust REMIC, and otherwise act on behalf of each REMIC in       
relation to any tax matter or controversy involving it.                         

     The Trustee shall treat the rights of the Class P
Certificateholders to receive Prepayment Charges, the rights of the Class X     
Certificateholders to receive Interest Rate Cap Payments and amounts in the     
Excess Reserve Fund Account and the Swap Account (subject, other than in the    
case of the Class X Certificates, to the obligation to pay Basis Risk Carry     
Forward Amounts and, without duplication, Upper Tier Carry Forward Amounts) and 
the rights of the LIBOR Certificateholders to receive Basis Risk Carry Forward  
Amounts and, without duplication, Upper Tier Carry Forward Amounts as the       
beneficial ownership of interests in a grantor trust, and not as an obligation  
of any Trust REMIC created hereunder, for federal income tax purposes. The      
Trustee shall file or cause to be filed with the IRS together with Form 1041 or 
such other form as may be applicable and shall furnish or cause to be furnished,
to the Class P Certificateholders, the Class X Certificateholders and the LIBOR 
Certificateholders, the respective amounts described above that are received, in
the time or times and in the manner required by the Code.                       

          To enable the Trustee to perform its duties under this
Agreement, the Depositor shall provide to the Trustee within ten days after the 
Closing Date all information or data that the Trustee requests in writing and   
determines to be relevant for tax purposes to the valuations and offering prices
of the Certificates, including the price, yield, prepayment assumption, and     
projected cash flows of the Certificates and the Mortgage Loans. Moreover, the  
Depositor shall provide information to the Trustee concerning the value to each 
Class of Certificates of the right to receive Basis Risk Carry Forward Amounts  
from the Excess Reserve Fund Account and Basis Risk Carry Forward Amounts or,   
without duplication, Upper Tier Carry Forward Amounts from the Swap Account.    
Unless otherwise advised by the Depositor, for federal income tax purposes, the 
Trustee is hereby directed to assign a value of zero to the right of each Holder
allocating the purchase price of an initial Offered Certificateholder between   
such right and the related Upper Tier Regular Interest. Thereafter, the         
Depositor shall provide to the Trustee promptly upon written request therefor   
any additional information or data that the Trustee may, from time to time,     
reasonably request to enable the Trustee to perform its duties under this       
Agreement; provided, however, that the Depositor shall not be required to       
provide any information regarding the Mortgage Loans that the Servicer is       
required to provide to the Trustee pursuant to this Agreement. The Depositor    
hereby indemnifies the Trustee for any losses, liabilities, damages, claims, or 
expenses of the Trustee arising from any errors or miscalculations of the       
Trustee that result from any failure of the Depositor to provide, pursuant to   
this paragraph, accurate information or data to the Trustee on a timely basis.  

                  Neither the Servicer nor Trustee shall (i) permit the creation
of any interests in any Trust REMIC other than the regular and residual         
interests set forth in the Preliminary Statement, (ii) receive any amount       
representing a fee or other compensation for services (except as otherwise      
permitted by this Agreement) or (iii) otherwise knowingly or intentionally take 
any action, cause the Trust Fund to take any action or fail to take (or fail to 
cause to be taken) any action reasonably within its control and the scope of    
duties more specifically set forth herein, that, under the REMIC Provisions, if 
taken or not taken, as the case may be, could (A) endanger the status of any    
Trust REMIC as a REMIC or (B) result in the imposition of a tax upon any Trust  
REMIC or the Trust Fund (including but not limited to the tax on "prohibited    
transactions" as defined in Section 860F(a)(2) of the Code and the tax on       
contributions to a Trust REMIC set forth in Section 860G(d) of the Code, or the 
tax on "net income from foreclosure property") unless the Trustee receives an   
Opinion of Counsel (at the expense of the party seeking to take such action or, 
if such party fails to pay such expense, and the Trustee determines that taking 
such action is in the best interest of the Trust Fund and the                   
Certificateholders, at the expense of the Trust Fund, but in no event at the    
expense of the Trustee) to the effect that the contemplated action will not,    
with respect to the Trust Fund or any Trust REMIC created hereunder, endanger   
such status or, unless the Trustee determines in its sole discretion to         
indemnify the Trust Fund against such tax, result in the imposition of such a   
tax).                                                                           

             If any tax is imposed on "prohibited transactions" of any
Trust REMIC as defined in Section 860F(a)(2) of the Code, on the "net income    
from foreclosure property" of the Pooling Tier REMIC-1 as defined in Section    
860G(c) of the Code, on any contribution to any Trust REMIC after the Startup   
Day pursuant to Section 860G(d) of the Code, or any other tax is imposed,       
including any minimum tax imposed on any Trust REMIC pursuant to Sections 23153 
and 24874 of the California Revenue and Taxation Code, if not paid as otherwise 
provided for herein, the tax shall be paid by (i) the Trustee if such tax arises
out of or results from negligence of the Trustee in the performance of any of   
its obligations under this Agreement, (ii) the Servicer, in the case of any such
minimum tax, and otherwise if such tax arises out of or results from a breach by
the Servicer of any of its obligations under this Agreement, or (iii) in all    
other cases, or if the Trustee or the Servicer fails to honor its obligations   
under the preceding clause (i) or (ii), any such tax will be paid with amounts  
otherwise to be distributed to the Certificateholders, as provided in Section   
4.02(a).                                                                        

          Section 8.12 Periodic Filings. (a) The Trustee and the
Servicer shall reasonably cooperate with the Depositor in connection with the   
reporting requirements of the Trust under the Exchange Act. The Trustee shall   
prepare for execution by the Depositor any Forms 8-K (other than any 8-K related
to the filing of this Agreement and any amendments thereto), 10-D and 10-K      
required by the Exchange Act and the rules and regulations of the Commission    
thereunder, in order to permit the timely filing thereof, and the Trustee shall 
file (via the Commission's Electronic Data Gathering and Retrieval System, or   
EDGAR) such Forms executed by the Depositor.                                    

               (b) Within 15 days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Trustee shall prepare and file
on behalf of the Trust any Form 10-D required by the Exchange Act, in form and  
substance as required by the Exchange Act. The Trustee shall file each Form 10-D
with a copy of the related Monthly Statement attached thereto. Any disclosure in
addition to the Monthly Statement that is required to be included on Form 10-D  
("Additional Form 10-D Disclosure") shall be prepared by the Trustee at the     
direction of the Depositor pursuant to the following paragraph and the Trustee  
will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure, except as set forth in the next paragraph. 

        For so long as the Trust is subject to the reporting
requirements of the Exchange Act, as set forth on Exhibit Q hereto, within 5    
calendar days after the related Distribution Date, certain parties to this      
Agreement shall be required to provide to the Trustee and the Depositor, to the 
extent known by such applicable parties, any Additional Form 10-D Disclosure, if
applicable in EDGAR-compatible format, or in such other format as otherwise     
agreed upon by the Trustee and the Depositor and such party, the form and       
substance of the Additional Form 10-D Disclosure described on Exhibit Q         
applicable to such party, and the Depositor will approve, as to form and        
substance, or disapprove, as the case may be, the inclusion of the Additional   
Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement 
to monitor or enforce the performance by the parties listed on Exhibit Q of     
their duties under this paragraph or proactively solicit from such parties any  
Additional Form 10-D Disclosure information. The Depositor will be responsible  
for any reasonable fees and expenses assessed or incurred by the Trustee in     
connection with including any Additional Form 10-D Disclosure on Form 10-D      
pursuant to this paragraph. The Trustee shall compile all such information      
provided to it in a Form 10-D prepared by it.                                   

            After preparing the Form 10-D, the Trustee shall forward
electronically a draft copy of the Form 10-D to the Depositor for review. No    
later than 2 Business Days prior to the 15th calendar day after the related     
Distribution Date, an officer of the Depositor shall sign the Form 10-D and     
return an electronic or fax copy of such signed Form 10-D (with an original     
executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D  
cannot be filed on time or if a previously filed Form 10-D needs to be amended, 
the Trustee will follow the procedures set forth in Section 8.12(f)(ii).        
Promptly after filing with the Commission, the Trustee will make available on   
its internet website a final executed copy of each Form 10-D. The signing party 
at the Depositor can be contacted at 200 Park Avenue, New York, New York 10166, 
Attention: General Counsel, Facsimile: (212) 412-7519, or such other address as 
to which the Depositor has provided prior written notice to the Trustee. The    
Depositor acknowledges that the performance by the Trustee of its duties under  
this Section 8.12(b) related to the timely preparation and filing of Form 10-D  
is contingent upon the Servicer and the Depositor observing all applicable      
deadlines in the performance of their duties under this Section 8.12(b). The    
Trustee shall have no liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare and/or timely file such   
Form 10-D, where such failure results from the Trustee's inability or failure to
receive, on a timely basis, any information from any party hereto (other than   
the Trustee of any Subcontractor utilized by the Trustee) needed to prepare,    
arrange for execution or file such Form 10-D, not resulting from its own        
negligence, bad faith or willful misconduct.                                    

               (c) Within 90 days after the end of each fiscal year of the
Trust or such earlier date as may be required by the Exchange Act (the "10-K    
Filing Deadline"), commencing in March 2007, the Trustee shall prepare and file 
on behalf of the Trust a Form 10-K, in form and substance as required by the    
Exchange Act. Each such Form 10-K shall include the following items, in each    
case to the extent they have been delivered to the Trustee within the applicable
time frames set forth in this Agreement, (i) an annual compliance statement for 
the Trustee, the Servicer and each Subservicer engaged by the Servicer and the  
Trustee, as described under Section 3.22, (ii)(A) the annual reports on         
assessment of compliance with servicing criteria for the Trustee, the Servicer, 
each Subservicer engaged by the Servicer and each Servicing Function Participant
utilized by the Servicer or the Trustee, as described under Section 3.23, and   
(B) if any such report on assessment of compliance with servicing criteria      
described under Section 3.23 identifies any material instance of noncompliance, 
disclosure identifying such instance of noncompliance, or such report on        
assessment of compliance with servicing criteria described under Section 3.23 is
not included as an exhibit to such Form 10-K, disclosure that such report is not
included and an explanation why such report is not included, (iii)(A) the       
registered public accounting firm attestation report for the Trustee, the       
Servicer, each Subservicer engaged by the Servicer and each Servicing Function  
Participant utilized by the Servicer or the Trustee, as described under Section 
3.23, and (B) if any registered public accounting firm attestation report       
described under Section 3.23 identifies any material instance of noncompliance, 
disclosure identifying such instance of noncompliance, or if any such registered
public accounting firm attestation report is not included as an exhibit to such 
Form 10-K, disclosure that such report is not included and an explanation why   
such report is not included, and (iv) a certification in the form attached      
hereto as Exhibit L, with such changes as may be necessary or appropriate as a  
result of changes promulgated by the Commission (the "Sarbanes Certification"), 
which shall be signed by the senior officer of the Depositor in charge of       
securitization. Any disclosure or information in addition to (i) through (iv)   
above that is required to be included on Form 10-K ("Additional Form 10-K       
Disclosure") shall be prepared by the Trustee at the direction of the Depositor 
pursuant to the following paragraph and the Trustee will have no duty or        
liability for any failure hereunder to determine or prepare any Additional Form 
10-K Disclosure, except as set forth in the next paragraph.                     

              As set forth on Exhibit R hereto, no later than March 1 of
each year (or, in the case of the Servicer, March 5th of each year) that the    
Trust is subject to the Exchange Act reporting requirements, commencing in 2007,
certain parties to this Agreement shall be required to provide to the Trustee   
and the Depositor, to the extent known by such applicable parties, any          
Additional Form 10-K Disclosure, if applicable, in EDGAR-compatible format, or  
in such other format as otherwise agreed upon by the Trustee and the Depositor  
and such party, the form and substance of the Additional Form 10-K Disclosure   
described on Exhibit R applicable to such party and (ii) the Depositor will     
approve, as to form and substance, or disapprove, as the case may be, the       
inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee has  
no duty under this Agreement to monitor or enforce the performance by the       
parties listed on Exhibit R of their duties under this paragraph or proactively 
solicit from such parties any Additional Form 10-K Disclosure information. The  
Depositor will be responsible for any reasonable fees and expenses assessed or  
incurred by the Trustee in connection with including any Additional Form 10-K   
Disclosure on Form 10-K pursuant to this paragraph. The Trustee shall compile   
all such information provided to it in a Form 10-K prepared by it.              

            After preparing the Form 10-K, the Trustee shall forward
electronically a draft copy of the Form 10-K to the Depositor for review. No    
later than 5:00 p.m. EST on the 4th Business Day prior to the 10-K Filing       
Deadline, an officer of the Depositor shall sign the Form 10-K and return an    
electronic or fax copy of such signed Form 10-K (with an original executed hard 
copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Trustee will
follow the procedures set forth in Section 8.12(f)(ii). Promptly after filing   
with the Commission, the Trustee will make available on its internet website a  
final executed copy of each Form 10-K. The signing party at the Depositor can be
contacted at 200 Park Avenue, New York, New York 10166, Attention: General      
Counsel, Facsimile: (212) 412-7519, or such other address as to which the       
Depositor has provided prior written notice to the Trustee. The Depositor       
acknowledges that the performance by the Trustee of its duties under this       
Section 8.12(c) related to the timely preparation and filing of Form 10-K is    
contingent upon the Servicer (and any Subservicer or Servicing Function         
Participant engaged by the Servicer) and the Depositor observing all applicable 
deadlines in the performance of their duties under this Section 8.12(c), Section
8.12(d), Section 3.22 and Section 3.23. The Trustee shall have no liability for 
any loss, expense, damage, claim arising out of or with respect to any failure  
to properly prepare and/or timely file such Form 10-K, where such failure       
results from the Trustee's inability or failure to receive, on a timely basis,  
any information from any party hereto (other than the Trustee or any            
Subcontractor utilized by the Trustee) needed to prepare, arrange for execution 
or file such Form 10-K, not resulting from its own negligence, bad faith or     
willful misconduct.                                                             

      (d) In connection with the execution of a Sarbanes
Certification, the Trustee shall sign a certification (in the form attached     
hereto as Exhibit M, with such changes as may be necessary or appropriate as a  
result of changes promulgated by the Commission) for the benefit of the         
Depositor and its officers, directors and Affiliates, and the Servicer shall    
sign a certification solely with respect to the Servicer (in the form attached  
hereto as Exhibit N, with such changes as may be necessary or appropriate as a  
result of changes promulgated by the Commission) for the benefit of the         
Depositor, the Trustee and their respective officers, directors and Affiliates. 
Each such certification shall be delivered to the Depositor no later than March 
10th of each year (or if such day is not a Business Day, the immediately        
preceding Business Day) and the Depositor shall deliver the Sarbanes            
Certification no later than the time set forth for the delivery to the Trustee  
of the signed Form 10-K pursuant to Section 8.12(c) for such year. In the event 
that prior to the filing date of the Form 10-K in March of each year, the       
Trustee or the Servicer has actual knowledge of information material to the     
Sarbanes Certification, that party shall promptly notify the Depositor and each 
of the other parties signing the certifications. In addition, (i) the Trustee   
shall indemnify and hold harmless the Depositor and the Sponsor and their       
officers, directors, employees, agents and Affiliates from and against any      
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal  
fees and related costs, judgments and other costs and expenses arising out of or
based upon any breach of the Trustee's obligations under this Section 8.12(d) or
the Trustee's material misstatement, omission, negligence, bad faith or willful 
misconduct in connection therewith, and (ii) the Servicer shall indemnify and   
hold harmless the Depositor, the Trustee and their respective officers,         
directors, employees, agents and Affiliates from and against any losses,        
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and 
related costs, judgments and other costs and expenses arising out of or based   
upon any breach of the Servicer's obligations under this Section 8.12(d) or any 
material misstatement or omission, negligence, bad faith or willful misconduct  
of the Servicer in connection therewith. If the indemnification provided for    
herein is unavailable or insufficient to hold harmless any indemnified party,   
then (i) the Trustee agrees in connection with a breach of the Trustee's        
obligations under this Section 8.12(d) or the Trustee's material misstatement,  
omission, negligence, bad faith or willful misconduct in connection therewith   
that it shall contribute to the amount paid or payable by the Depositor and the 
Sponsor as a result of the losses, claims, damages or liabilities of the        
Depositor and the Sponsor in such proportion as is appropriate to reflect the   
relative fault of the Depositor and the Sponsor on the one hand and the Trustee 
on the other and (ii) the Servicer agrees that it shall contribute to the amount
paid or payable by such indemnified party as a result of the losses, claims,    
damages or liabilities of such indemnified party in such proportion as is       
appropriate to reflect the relative fault of such indemnified party, on the one 
hand, and the Servicer, on the other hand, in connection with a breach of the   
Servicer's obligations under this Section 8.12(d) or any material misstatement  
or omission, negligence, bad faith or willful misconduct of the Servicer in     
connection therewith.                                                           

              (e) Upon any filing with the Commission, the Trustee shall
promptly make available via the Trustee's internet website to the Depositor a   
copy of each such executed report, statement or information.                    

               (f) (i) The obligations set forth in paragraphs (a) through
(d) of this Section shall only apply with respect to periods for which reports  
are required to be filed with respect to the Trust under the Exchange Act. Prior
to January 30 of the first year in which the Trustee is able to do so under     
applicable law, the Trustee shall prepare and file a Form 15 Suspension         
Notification with respect to the Trust, with a copy to the Depositor. At any    
time after the filing of a Form 15 Suspension Notification, if the number of    
Holders of the Offered Certificates of record exceeds the number set forth in   
Section 15(d) of the Exchange Act or the regulations promulgated pursuant       
thereto which would cause the Trust to again become subject to the reporting    
requirements of the Exchange Act, the Trustee shall recommence preparing and    
filing reports on Form 10-K, 10-D and 8-K as required pursuant to this Section  
8.12 and the parties hereto shall again have the obligations set forth in this  
Section.                                                                        

               (ii) In the event that the Trustee is unable to timely file
    with the Commission all or any required portion of any Form 8-K, 10-D or
 10-K required to be filed pursuant to this Agreement because required
    disclosure information was either not delivered to it or delivered to it
      after the delivery deadlines set forth in this Agreement, the Trustee will
  immediately notify the Depositor and the Servicer. In the case of Form
10-D and 10-K, the Depositor and Trustee will thereupon cooperate to
 prepare and file a Form 12b-25 and a 10-D/A and 10-K/A as applicable,
     pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the
   Trustee will, upon receipt of all disclosure information required to be
included on Form 8-K and, upon the approval and direction of the    
      Depositor, include such disclosure information on the next succeeding Form
     10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs
    to be amended, the party to this Agreement deciding that an amendment to
  such Form 8-K, 10-D or 10-K is required will notify the Depositor, the
   Trustee and the Servicer and such parties will cooperate to prepare any
   necessary Form 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any
    amendment to Form 8-K, 10-D or 10-K shall be signed by an officer of the
     Depositor. The Depositor acknowledges that the performance by the Trustee
      of its duties under this Section 8.12(f) related to the timely preparation
      and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or
10-K is contingent upon the Servicer and the Depositor observing all
      applicable deadlines in the performance of their duties under this Section
    8.12 and Sections 3.22 and 3.23. The Trustee shall have no liability for
  any loss, expense, damage, claim arising out of or with respect to any
 failure to properly prepare and/or timely file any such Form 15, Form
   12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure
      results from the Trustee's inability or failure to obtain or receive, on a
timely basis, any information from any party hereto (other than the 
    Trustee or any Subcontractor utilized by the Trustee) needed to prepare,
     arrange for execution or file such Form 15, Form 12b-25 or any amendments
  to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad
faith or willful misconduct.                                        

                (g) Within four (4) Business Days after the occurrence of an
event requiring disclosure on Form 8-K (each such event, a "Reportable Event"), 
and also if requested by the Depositor, the Trustee shall prepare and file on   
behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that
the Depositor shall file the initial Form 8-K in connection with the issuance of
the Certificates. Any disclosure or information related to a Reportable Event or
that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure     
Information") shall be prepared by the Trustee at the direction of the Depositor
pursuant to the following paragraph and the Trustee will have no duty or        
liability for any failure hereunder to determine or prepare any Form 8-K        
Disclosure Information or any Form 8-K, except as set forth in the next         
paragraph.                                                                      

                 As set forth on Exhibit S hereto, for so long as the Trust is
subject to the Exchange Act reporting requirements, no later than the end of    
business on the 2nd Business Day after the occurrence of a Reportable Event     
certain parties to this Agreement shall be required to provide to the Depositor 
and the Trustee, to the extent known by such applicable parties, any Form 8-K   
Disclosure Information, if applicable in EDGAR-compatible format, or in such    
other format as otherwise agreed upon by the Trustee and the Depositor and such 
party, the form and substance of the Form 8-K Disclosure Information described  
on Exhibit E applicable to such party, include with such Additional Form 8-K    
Disclosure, an Additional Disclosure Notification in the form attached hereto as
Exhibit C, and the Depositor will approve, as to form and substance, or         
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure        
Information on Form 8-K. The Trustee has no duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit S of their duties   
under this paragraph or proactively solicit from such parties any Additional    
Form 8-K Disclosure Information. The Depositor will be responsible for any      
reasonable fees and expenses assessed or incurred by the Trustee in connection  
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this 
paragraph. The Trustee shall compile all such information provided to it in a   
Form 8-K prepared by it.                                                        

                 After preparing the Form 8-K, the Trustee shall no later than
12:00 noon on the 3rd Business Day after the Reportable Event but in no case    
without having had notice for 24 hours forward electronically a draft copy of   
the Form 8-K to the Depositor for review. No later than 12:00 noon on the 4th   
Business Day after the Reportable Event, an officer of the Depositor shall sign 
the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with 
an original executed hard copy to follow by overnight mail) to the Trustee. If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be  
amended, the Trustee will follow the procedures set forth in Section            
8.12(f)(ii). Promptly after filing with the Commission, the Trustee will, make  
available on its internet website a final executed copy of each Form 8-K. The   
signing party at the Depositor can be contacted at 200 Park Avenue, New York,   
New York 10166, Attention: General Counsel, Facsimile: (212) 412 7519, or such  
other address as to which the Depositor has provided prior written notice to the
Trustee. The Depositor and Servicer acknowledge that the performance by the     
Trustee of its duties under this Section 8.12(g) related to the timely          
preparation and filing of Form 8-K is contingent upon the Servicer and the      
Depositor observing all applicable deadlines in the performance of their duties 
under this Section 8.12(g). The Trustee shall have no liability for any loss,   
expense, damage, claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 8-K, where such failure results from the   
Trustee's inability or failure to obtain or receive, on a timely basis, any     
information from any party hereto (other than the Trustee or any Subcontractor  
utilized by the Trustee) needed to prepare, arrange for execution or file such  
Form 8-K, not resulting from its own negligence, bad faith or willful           
misconduct.                                                                     

                  (h) The Trustee shall have no liability for any loss, expense,
damage or claim arising out of or resulting from (i) the accuracy or inaccuracy 
of any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 
8-K Disclosure Information (excluding any information therein provided by the   
Trustee or any Subcontractor utilized by the Trustee) provided to the Trustee in
connection with the preparation of Forms 10-D, 10-K and 8-K pursuant to this    
Section 8.12, or (ii) the failure of the Depositor to approve for filing any    
Forms 10-D, 10-K and 8-K required to be prepared by the Trustee pursuant to this
Section 8.12, in either case, not resulting from the Trustee's own negligence,  
bad faith or misconduct.                                                        

              Section 8.13 Tax Classification of the Excess Reserve Fund
Account, the Swap Account, the Interest Rate Swap Agreement and the Cap         
Agreements. For federal income tax purposes, the Trustee shall treat the Excess 
Reserve Fund Account, the Swap Account, the Cap Agreements and the Interest Rate
Swap Agreement as beneficially owned by the holders of the Class X Certificates 
and shall treat such portion of the Trust Fund as a grantor trust, within the   
meaning of subpart E, Part I of subchapter J of the Code. The Trustee shall     
treat the rights that each Class of LIBOR Certificates has to receive payments  
of Basis Risk Carry Forward Amounts from the Excess Reserve Fund Account and, to
the extent not paid from the Excess Reserve Fund Account from the Swap Account  
(including, without duplication, Upper Tier Carry Forward Amounts), as rights to
receive payments under an interest rate cap contract written by the Class X     
Certificateholders in favor of each such Class and beneficially owned by each   
such Class through the grantor trust. Accordingly, each Class of Certificates   
(excluding the Class X, Class P and Class R Certificates) will be comprised of  
two components - an Upper Tier REMIC Regular Interest and an interest in an     
interest rate cap contract, and the Class X Certificates will be comprised of   
five components - two Upper Tier REMIC Regular Interests (the Class X Interest  
and the Class IO Interest), the Cap Agreements, an interest in the Excess       
Reserve Fund Account, subject to obligation to pay Basis Risk Carry Forward     
Amounts and ownership of the Swap Account and the Interest Rate Swap Agreement, 
subject to the obligation to pay Basis Risk Carry Forward Amounts (including,   
without duplication, Upper Tier Carry Forward Amounts). The Trustee shall       
allocate the issue price for a Class of Certificates among the respective       
components for purposes of determining the issue price of each Upper Tier REMIC 
Regular Interest component based on information received from the Depositor.    

                 Holders of LIBOR Certificates shall also be treated as having
agreed to pay, on each Distribution Date, to the Holders of the Class X         
Certificates an aggregate amount equal to the excess, if any, of (i) Net Swap   
Payments and Swap Termination Payments (other than Defaulted Swap Termination   
Payments) over (ii) the sum of amounts payable on the Class X Interest available
for such payments and amounts payable on the Class IO Interest (such excess, a  
"Class IO Shortfall"), first from interest and then from principal distributable
on the LIBOR Certificates. A Class IO Shortfall payable from interest           
collections shall be allocated pro rata among such LIBOR Certificates based on  
the amount of interest otherwise payable to such Class of LIBOR Certificates,   
and a Class IO Shortfall payable from principal collections shall be allocated  
in reverse sequential order beginning with the most subordinate Class of LIBOR  
Certificates then Outstanding.                                                  

                Any payments of Class IO Shortfalls shall be treated for tax
purposes as having been received by the Holders of such Class of LIBOR          
Certificates in respect of the corresponding Upper-Tier Regular Interest and as 
having been paid by such Holders to the Holders of the Class X Certificates     
through the Swap Account.                                                       

ARTICLE IX

 TERMINATION

                Section 9.01 Termination upon Liquidation or Purchase of the
Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of
the Depositor, the Servicer and the Trustee created hereby with respect to the  
Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the
Optional Termination Date, by the Servicer of all Mortgage Loans (and REO       
Properties) at the price (the "Termination Price") equal to the sum of (i) 100% 
of the unpaid principal balance of each Mortgage Loan (other than in respect of 
REO Property) plus accrued and unpaid interest thereon at the applicable        
Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as
determined by the higher of two appraisals completed by two independent         
appraisers selected by the Servicer at the expense of the Servicer and (y) the  
unpaid principal balance of each Mortgage Loan related to any REO Property, in  
each case plus accrued and unpaid interest thereon at the applicable Mortgage   
Rate, (iii) all unreimbursed P&I Advances, Servicing Advances and               
indemnification payments payable to the Servicer, (iv) any Swap Termination     
Payment, other than a Defaulted Swap Termination Payment, owed to the Swap      
Provider pursuant to the Interest Rate Swap Agreement, and (v) any unreimbursed 
indemnification payments payable to the Trustee under this Agreement and (b) the
later of (i) the maturity or other liquidation (or any Advance with respect     
thereto) of the last Mortgage Loan remaining in the Trust Fund and the          
disposition of all REO Property and (ii) the distribution to Certificateholders 
of all amounts required to be distributed to them pursuant to this Agreement. In
no event shall the trusts created hereby continue beyond the expiration of 21   
years from the death of the survivor of the descendants of Joseph P. Kennedy,   
the late Ambassador of the United States to the Court of St. James's, living on 
the date hereof.                                                                

                 Notwithstanding anything to the contrary contained herein, no
such purchase by the Servicer shall be permitted unless (i) after distribution  
of the proceeds thereof to the Certificateholders (other than the Holders of the
Class X, Class P and Residual Certificates) pursuant to Section 9.02, the       
distribution of the remaining proceeds to the Class X and Class P Certificates  
is sufficient to pay the outstanding principal amount of and accrued and unpaid 
interest on the NIM Securities, to the extent the NIM Securities are then       
outstanding, or (ii) prior to such purchase, the Servicer remits to the Trustee 
an amount that, together with such remaining proceeds, will be sufficient to pay
the outstanding principal amount of, and accrued and unpaid interest on, the NIM
Securities, to the extent the NIM Securities are then outstanding.              

                  Section 9.02 Final Distribution on the Certificates. If on any
Remittance Date, the Servicer determines that there are no Outstanding Mortgage 
Loans and no other funds or assets in the Trust Fund other than the funds in the
Collection Account, the Servicer shall direct the Trustee promptly to send a    
Notice of Final Distribution to each Certificateholder and the Swap Provider. If
the Servicer elects to exercise its option to purchase the Mortgage Loans       
pursuant to clause (a) of Section 9.01, at least 20 days prior to the date the  
Notice of Final Distribution is to be mailed to the affected Certificateholders,
the Servicer shall notify the Depositor and the Trustee of (a) the date on which
the Servicer intends to exercise such purchase option and (b) the Termination   
Price.                                                                          

               A Notice of Final Distribution, specifying the Distribution
Date on which Certificateholders may surrender their Certificates for payment of
the final distribution and cancellation, shall be given promptly by the Trustee 
by letter to Certificateholders mailed not earlier than the 10th day and not    
later than the 15th day of the month of such final distribution. Any such Notice
of Final Distribution shall specify (a) the Distribution Date upon which final  
distribution on the Certificates will be made upon presentation and surrender of
Certificates at the office therein designated, (b) the amount of such final     
distribution, (c) the location of the office or agency at which such            
presentation and surrender must be made and (d) that the Record Date otherwise  
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office therein  
specified. The Trustee will give such Notice of Final Distribution to each      
Rating Agency at the time such Notice of Final Distribution is given to         
Certificateholders.                                                             

                In the event such Notice of Final Distribution is given, the
Servicer shall cause all funds in the Collection Account to be remitted to the  
Trustee for deposit in the Distribution Account on the Business Day prior to the
applicable Distribution Date in an amount equal to the final distribution in    
respect of the Certificates. Upon such final deposit with respect to the Trust  
Fund and the receipt by the Trustee of a Request for Release therefor, the      
Trustee shall promptly release to the Servicer the Custodial Files for the      
Mortgage Loans.                                                                 

            Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to the Certificateholders of each Class   
(after reimbursement of all amounts due to the Servicer, the Depositor and the  
Trustee hereunder), in each case on the final Distribution Date and in the order
set forth in Section 4.02, in proportion to their respective Percentage         
Interests, with respect to Certificateholders of the same Class, up to an amount
equal to (i) as to each Class of Regular Certificates (except the Class X       
Certificates), the Certificate Balance thereof plus for each such Class and the 
Class X Certificates accrued interest thereon in the case of an interest-bearing
Certificate and all other amounts to which such Classes are entitled pursuant to
Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which
remains on deposit in the Distribution Account (other than the amounts retained 
to meet claims) after application pursuant to clause (i) above.                 

               In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date        
specified in the Notice of Final Distribution, the Trustee shall give a second  
written notice to the remaining Certificateholders to surrender their           
Certificates for cancellation and receive the final distribution with respect   
thereto. If within six months after such second notice all the applicable       
Certificates shall not have been surrendered for cancellation, the Trustee may  
take appropriate steps, or may appoint an agent to take appropriate steps, to   
contact the remaining Certificateholders concerning surrender of their          
Certificates, and the cost thereof shall be paid out of the funds and other     
assets which remain a part of the Trust Fund. If within one year after the      
second notice all Certificates shall not have been surrendered for cancellation,
the Class R Certificateholders shall be entitled to all unclaimed funds and     
other assets of the Trust Fund which remain subject hereto.                     

                  Section 9.03 Additional Termination Requirements. In the event
the Servicer exercises its purchase option with respect to the Mortgage Loans as
provided in Section 9.01, the Trust Fund shall be terminated in accordance with 
the following additional requirements, unless the Trustee has been supplied with
an Opinion of Counsel, at the expense of the Servicer, to the effect that the   
failure to comply with the requirements of this Section 9.03 will not (i) result
in the imposition of taxes on "prohibited transactions" on any Trust REMIC as   
defined in Section 860F of the Code or (ii) cause any Trust REMIC to fail to    
qualify as a REMIC at any time that any Certificates are Outstanding:           

                  (a) The Trustee shall sell all of the assets of the Trust Fund
to the Servicer, and, within 90 days of such sale, shall distribute to the      
Certificateholders the proceeds of such sale in complete liquidation of each of 
the Trust REMICs; and                                                           

                 (b) The Trustee shall attach a statement to the final federal
income tax return for each of the Trust REMICs stating that pursuant to Treasury
Regulations Section 1.860F-1, the first day of the 90-day liquidation period for
each such REMIC was the date on which the Trustee sold the assets of the Trust  
Fund to the Servicer.                                                           

 ARTICLE X

MISCELLANEOUS PROVISIONS

               Section 10.01 Amendment. This Agreement may be amended from
time to time by the Depositor, the Responsible Party, the Servicer and the      
Trustee, without the consent of any of the Certificateholders (i) to cure any   
ambiguity or mistake, (ii) to correct any defective provision herein or to      
supplement any provision herein which may be inconsistent with any other        
provision herein, (iii) to add to the duties of the Depositor or the Servicer,  
(iv) to add any other provisions with respect to matters or questions arising   
hereunder or (v) to modify, alter, amend, add to or rescind any of the terms or 
provisions contained in this Agreement; provided, that any action pursuant to   
clause (iv) or (v) above shall not, as evidenced by an Opinion of Counsel (which
Opinion of Counsel shall not be an expense of the Trustee or the Trust Fund),   
adversely affect in any material respect the interests of any Certificateholder;
provided, further, that any such action pursuant to clause (iv) or (v) above    
shall not be deemed to adversely affect in any material respect the interests of
the Certificateholders if the Person requesting the amendment obtains a letter  
from each Rating Agency stating that the amendment would not result in the      
downgrading or withdrawal of the respective ratings then assigned to the        
Certificates; it being understood and agreed that any such letter in and of     
itself will not represent a determination as to the materiality of any such     
amendment and will represent a determination only as to the credit issues       
affecting any such rating. The Trustee, the Depositor, the Responsible Party and
the Servicer also may at any time and from time to time amend this Agreement,   
but without the consent of the Certificateholders to modify, eliminate or add to
any of its provisions to such extent as shall be necessary or helpful to (i)    
maintain the qualification of each Trust REMIC under the Code, (ii) avoid or    
minimize the risk of the imposition of any tax on any Trust REMIC pursuant to   
the Code that would be a claim at any time prior to the final redemption of the 
Certificates or (iii) comply with any other requirements of the Code; provided, 
that the Trustee has been provided an Opinion of Counsel, which opinion shall be
an expense of the party requesting such opinion but in any case shall not be an 
expense of the Trustee or the Trust Fund, to the effect that such action is     
necessary or helpful to, as applicable, (i) maintain such qualification, (ii)   
avoid or minimize the risk of the imposition of such a tax or (iii) comply with 
any such requirements of the Code.                                              

               This Agreement may also be amended from time to time by the
Depositor, the Servicer, the Responsible Party and the Trustee, but with the    
consent of the Holders of Certificates evidencing Percentage Interests          
aggregating not less than 66(2)/3% of each Class of Certificates affected       
thereby for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any      
manner the rights of the Holders of Certificates; provided, however, that no    
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent  
of the Holder of such Certificate, (ii) adversely affect in any material respect
the interests of the Holders of any Class of Certificates in a manner other than
as described in clause (i), without the consent of the Holders of Certificates  
of such Class evidencing, as to such Class, Percentage Interests aggregating not
less than 66(2)/3% or (iii) reduce the aforesaid percentages of Certificates the
Holders of which are required to consent to any such amendment, without the     
consent of the Holders of all such Certificates then Outstanding.               

                 Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless (i) it shall
have first received an Opinion of Counsel, which opinion shall not be an expense
of the Trustee or the Trust Fund, to the effect that such amendment will not    
cause the imposition of any tax on any Trust REMIC or the Certificateholders or 
cause any such REMIC to fail to qualify as a REMIC or the grantor trust to fail 
to qualify as a grantor trust at any time that any Certificates are Outstanding 
and (ii) the party seeking such amendment shall have provided written notice to 
the Rating Agencies (with a copy of such notice to the Trustee) of such         
amendment, stating the provisions of the Agreement to be amended.               

            Notwithstanding the foregoing provisions of this Section
10.01, with respect to any amendment that significantly modifies the permitted  
activities of the Trustee or the Servicer, any Certificate beneficially owned by
the Depositor shall be deemed not to be Outstanding (and shall not be considered
when determining the percentage of Certificateholders consenting or when        
calculating the total number of Certificates entitled to consent) for purposes  
of determining if the requisite consents of Certificateholders under this       
Section 10.01 have been obtained.                                               

         Promptly after the execution of any amendment to this
Agreement requiring the consent of Certificateholders, the Trustee shall furnish
written notification of the substance or a copy of such amendment to each       
Certificateholder and each Rating Agency.                                       

It shall not be necessary for the consent of
Certificateholders under this Section 10.01 to approve the particular form of   
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing  
the authorization of the execution thereof by Certificateholders shall be       
subject to such reasonable regulations as the Trustee may prescribe.            

                Nothing in this Agreement shall require the Trustee to enter
into an amendment without receiving an Opinion of Counsel (which Opinion shall  
not be an expense of the Trustee or the Trust Fund), satisfactory to the Trustee
that (i) such amendment is permitted and is not prohibited by this Agreement and
that all requirements for amending this Agreement have been complied with and   
(ii) either (A) the amendment does not adversely affect in any material respect 
the interests of any Certificateholder or (B) the conclusion set forth in the   
immediately preceding clause (A) is not required to be reached pursuant to this 
Section 10.01.                                                                  

                  Notwithstanding the foregoing, any amendment to this Agreement
shall require the prior written consent of the Swap Provider if such amendment  
materially and adversely affects the rights or interests of the Swap Provider.  

              Section 10.02 Recordation of Agreement; Counterparts. This
Agreement is subject to recordation in all appropriate public offices for real  
property records in all the counties or other comparable jurisdictions in which 
any or all of the Mortgaged Properties are situated, and in any other           
appropriate public recording office or elsewhere, such recordation to be        
effected by the Servicer at the direction and expense of the Depositor, but only
upon receipt of an Opinion of Counsel to the effect that such recordation       
materially and beneficially affects the interests of the Certificateholders.    

           For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be      
executed simultaneously in any number of counterparts, each of which            
counterparts shall be deemed to be an original, and such counterparts shall     
constitute but one and the same instrument.                                     

                  Section 10.03 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND  
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE              
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.            

                Section 10.04 Intention of Parties. It is the express intent
of the parties hereto that the conveyance (i) of the Mortgage Loans by the      
Depositor and (ii) of the Trust Fund by the Depositor to the Trustee each be,   
and be construed as, an absolute sale thereof. It is, further, not the intention
of the parties that such conveyances be deemed a pledge thereof. However, in the
event that, notwithstanding the intent of the parties, such assets are held to  
be the property of the Depositor, as the case may be, or if for any other reason
this Agreement is held or deemed to create a security interest in either such   
assets, then (i) this Agreement shall be deemed to be a security agreement      
within the meaning of the Uniform Commercial Code of the State of New York and  
(ii) the conveyances provided for in this Agreement shall be deemed to be an    
assignment and a grant by the Depositor to the Trustee, for the benefit of the  
Certificateholders, of a security interest in all of the assets transferred,    
whether now owned or hereafter acquired.                                        

             The Depositor, for the benefit of the Certificateholders,
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security    
interest in the Trust Fund, such security interest would be deemed to be a      
perfected security interest of first priority under applicable law and will be  
maintained as such throughout the term of the Agreement. The Depositor shall    
arrange for filing any Uniform Commercial Code continuation statements in       
connection with any security interest granted or assigned to the Trustee for the
benefit of the Certificateholders.                                              

             Section 10.05 Notices. (a) The Trustee shall use its best
efforts to promptly provide notice to each Rating Agency with respect to each of
the following of which it has actual knowledge:                                 

          1. Any material change or amendment to this Agreement;

               2. The occurrence of any Event of Default that has not been
cured;                                                                          

            3. The resignation or termination of the Servicer or the
Trustee and the appointment of any successor;                                   

                4. The repurchase or substitution of Mortgage Loans pursuant
to Section 2.03; and                                                            

5. The final payment to Certificateholders. 

                 (b) In addition, the Trustee shall promptly make available on
its internet website to each Rating Agency copies of the following:             

             1. Each report to Certificateholders described in Section
4.03; and                                                                       

              2. Any notice of a purchase of a Mortgage Loan pursuant to
Section 2.02, 2.03 or 3.11.                                                     

               (c) All directions, demands, consents and notices hereunder
shall be in writing and shall be deemed to have been duly given when delivered  
to: (a) in the case of the Depositor, Securitized Asset Backed Receivables LLC, 
200 Park Avenue, New York, New York 10166, Attention: General Counsel,          
Facsimile: (212) 412-7519, or such other address as the Depositor may hereafter 
furnish to the Servicer, the Responsible Party and the Trustee; (b) in the case 
of the Servicer to HomEq Servicing Corporation, 4837 Watt Avenue, North         
Highlands, California 95660-5101, Attention: Portfolio Management, Facsimile No.
(916) 339-6995, with a copy to HomEq Servicing Corporation, 1620 East Roseville 
Parkway, Suite 210, Second Floor, Roseville, California 95661, Attention: Legal 
Department, Facsimile No. (916) 339-6995, or such other address as may be       
hereafter furnished to the Depositor, the Responsible Party and the Trustee by  
the Servicer in writing; (c) in the case of the Responsible Party to Fremont    
Investment & Loan, 2727 East Imperial Highway, Brea, California 92821,          
Attention: Jeff Crusinberry, Facsimile: (714) 961-5250, or such other address as
may be hereafter furnished to the Depositor, the Servicer and the Trustee by the
Responsible Party in writing; (d) in the case of the Trustee to Wells Fargo     
Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045   
Attention: Corporate Trust Services - SABR 2006-FR1, Facsimile: (410) 715-2380, 
with a copy to P.O. Box 98, Columbia, Maryland 21046, Attention: Client Manager 
SABR 2006-FR1, and a separate copy to Sixth Street and Marquette Ave.,          
Minneapolis, Minnesota 55479-0113, Attention: Client Manager SABR 2006-FR1, or  
in each case such other address as the Trustee may hereafter furnish to the     
Depositor the Servicer and the Responsible Party in writing; and (d) in the case
of each of the Rating Agencies, the address specified therefor in the definition
corresponding to the name of such Rating Agency. Notices to Certificateholders  
shall be deemed given when mailed, first class postage prepaid, to their        
respective addresses appearing in the Certificate Register.                     

                Section 10.06 Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions 
or terms shall be deemed severable from the remaining covenants, agreements,    
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates 
or the rights of the Holders thereof.                                           

                 Section 10.07 Limitation on Rights of Certificateholders. The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust created hereby, nor entitle such Certificateholder's     
legal representative or heirs to claim an accounting or to take any action or   
commence any proceeding in any court for a petition or winding up of the Trust  
created hereby, or otherwise affect the rights, obligations and liabilities of  
the parties hereto or any of them.                                              

                No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything 
herein set forth or contained in the terms of the Certificates be construed so  
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third party by reason of any action taken by the parties to this Agreement      
pursuant to any provision hereof.                                               

             No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,      
action or proceeding in equity or at law upon or under or with respect to this  
Agreement, unless such Holder previously shall have given to the Trustee a      
written notice of an Event of Default and of the continuance thereof, as herein 
provided, and unless the Holders of Certificates evidencing not less than 25% of
the Voting Rights evidenced by the Certificates shall also have made written    
request to the Trustee to institute such action, suit or proceeding in its own  
name as Trustee hereunder and shall have offered to the Trustee such reasonable 
indemnity as it may require against the costs, expenses, and liabilities to be  
incurred therein or thereby, and the Trustee, for 60 days after its receipt of  
such notice, request and offer of indemnity shall have neglected or refused to  
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other       
Certificateholder and the Trustee, that no one or more Holders of Certificates  
shall have any right in any manner whatever by virtue or by availing itself or  
themselves of any provisions of this Agreement to affect, disturb or prejudice  
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the    
common benefit of all Certificateholders. For the protection and enforcement of 
the provisions of this Section 10.07, each and every Certificateholder and the  
Trustee shall be entitled to such relief as can be given either at law or in    
equity.                                                                         

                  Section 10.08 Inspection and Audit Rights. The Servicer agrees
that, on reasonable prior notice, it will permit any representative of the      
Depositor or the Trustee during the Servicer's normal business hours, to examine
all the books of account, records, reports and other papers of the Servicer     
relating to the Mortgage Loans, to make copies and extracts therefrom, to cause 
such books to be audited by independent certified public accountants selected by
the Depositor or the Trustee and to discuss its affairs, finances and accounts  
relating to the Mortgage Loans with its officers, employees and independent     
public accountants (and by this provision the Servicer hereby authorizes said   
accountants to discuss with such representative such affairs, finances and      
accounts), all at such reasonable times and as often as may be reasonably       
requested. Any out-of-pocket expense of the Servicer incident to the exercise by
the Depositor or the Trustee of any right under this Section 10.08 shall be     
borne by the Servicer.                                                          

                  Section 10.09 Certificates Nonassessable and Fully Paid. It is
the intention of the Depositor that Certificateholders shall not be personally  
liable for obligations of the Trust Fund, that the interests in the Trust Fund  
represented by the Certificates shall be nonassessable for any reason           
whatsoever, and that the Certificates, upon due authentication thereof by the   
Trustee pursuant to this Agreement, are and shall be deemed fully paid.         

        Section 10.10 Assignment; Sales; Advance Facilities.
Notwithstanding anything to the contrary contained herein, except as provided in
Section 6.02, this Agreement may not be assigned by the Servicer without the    
prior written consent of the Trustee and Depositor; provided, however, the      
Servicer is hereby authorized to enter into an Advance Facility under which (1) 
the Servicer sells, assigns or pledges to an Advancing Person the Servicer's    
rights under this Agreement to be reimbursed for any P&I Advances or Servicing  
Advances ("Advance Reimbursement Amounts") and/or (2) an Advancing Person agrees
to fund some or all P&I Advances or Servicing Advances required to be made by   
the Servicer pursuant to this Agreement. No consent of the Trustee,             
Certificateholders or any other party is required before the Servicer may enter 
into an Advance Facility. Notwithstanding the existence of any Advance Facility 
under which an Advancing Person agrees to fund P&I Advances and/or Servicing    
Advances on the Servicer's behalf, the Servicer shall remain obligated pursuant 
to this Agreement to make P&I Advances and Servicing Advances pursuant to and as
required by this Agreement, and shall not be relieved of such obligations by    
virtue of such Advance Facility.                                                

                 Advance Reimbursement Amounts shall consist solely of amounts
in respect of P&I Advances and/or Servicing Advances made with respect to the   
Mortgage Loans for which the Servicer would be permitted to reimburse itself in 
accordance with this Agreement, assuming the Servicer had made the related P&I  
Advance(s) and/or Servicing Advance(s). The Trustee shall not have any duty or  
liability with respect to the calculation of any Advance Reimbursement Amount.  
The Trustee shall also not have any responsibility to track or monitor the      
administration of the Advance Facility or the payment of Advance Reimbursement  
Amounts to the related Advancing Person.                                        

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

                  An Advancing Person who purchases or receives an assignment or
pledge of the rights to be reimbursed for P&I Advances and/or Servicing         
Advances, and/or whose obligations hereunder are limited to the funding of P&I  
Advances and/or Servicing Advances shall not be required to meet the criteria   
for qualification of a Subservicer set forth in this Agreement.                 

            Advance Reimbursement Amounts allocated to reimburse P&I
Advances or Servicing Advances made with respect to any particular Mortgage Loan
shall be allocated to the reimbursement of the unreimbursed P&I Advances or     
Servicing Advances (as the case may be) made with respect to such Mortgage Loan 
on a "first-in, first out" ("FIFO") basis, such that the Advance Reimbursement  
Amounts shall be applied to reimburse the P&I Advance or Servicing Advance (as  
the case may be) for such Mortgage Loan that was disbursed earliest in time     
first, and to reimburse the P&I Advance or Servicing Advance (as the case may   
be) for such Mortgage Loan that was disbursed latest in time last. Liquidation  
Proceeds and Subsequent Recoveries with respect to a Mortgage Loan shall be     
applied to reimburse Servicing Advances outstanding with respect to such        
Mortgage Loan before being applied to reimburse P&I Advances outstanding with   
respect to such Mortgage Loan. The Servicer shall provide to the related        
Advancing Person, the Advance Facility trustee (or to any designee of either)   
loan-by-loan information with respect to each Advance Reimbursement Amount      
remitted to such Advancing Person, Advance Facility trustee or designee, to     
enable the Advancing Person or Advance Facility trustee to make the FIFO        
allocation of each such Advance Reimbursement Amount with respect to each       
Mortgage Loan. The Servicer shall remain entitled to be reimbursed by the       
Advancing Person or Advance Facility trustee for all P&I Advances and Servicing 
Advances funded by the Servicer to the extent the related rights to be          
reimbursed therefor have not been sold, assigned or pledged to an Advancing     
Person. The Servicer shall indemnify the Trustee and the Trust Fund for any     
loss, liability or damage resulting from any claim by the related Advancing     
Person.                                                                         

                 Any amendment to this Section 10.10 or to any other provision
of this Agreement that may be necessary or appropriate to effect the terms of an
Advance Facility as described generally in this Section 10.10, including        
amendments to add provisions relating to a successor Servicer, may be entered   
into by the Trustee and the Servicer without the consent of any                 
Certificateholder, notwithstanding anything to the contrary in this Agreement   
upon receipt by the Trustee of an Opinion of Counsel that such amendment has no 
material adverse effect on the Certificateholders or written confirmation from  
the Rating Agencies that such amendment will not adversely affect the ratings on
the Certificates. All reasonable costs and expenses (including attorney's fees) 
of each party hereto of any such amendment shall be borne by the Servicer.      

                  Prior to entering into an Advance Facility, the Servicer shall
notify the Advancing Person in writing that (1) the Trustee and the Trust are   
not obligated or liable to repay any Advances financed by the Advancing Person  
and (2) the Trustee shall not have any responsibility to track or monitor the   
administration of the Advance Facility between the Servicer and the Advancing   
Person.                                                                         

           Section 10.11 Rule of Construction. Article and section
headings are for the convenience of the reader and shall not be considered in   
interpreting this Pooling and Servicing Agreement or the intent of the parties  
hereto.                                                                         

         Section 10.12 Waiver of Jury Trial. EACH PARTY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY    
APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING 
UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE   
TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.                                    

                Section 10.13 Rights of the Swap Provider. The Swap Provider
shall be deemed a third-party beneficiary of this Agreement to the same extent  
as if it were a party hereto and shall have the right to enforce its rights     
under this Agreement.                                                           

                  Section 10.14 Regulation AB Compliance; Intent of the Parties;
Reasonableness. The parties hereto acknowledge that interpretations of the      
requirements of Regulation AB may change over time, whether due to interpretive 
guidance provided by the Commission or its staff, consensus among participants  
in the asset-backed securities markets, advice of counsel, or otherwise, and    
agree to comply with all reasonable requests made by the Depositor in good faith
for delivery of information under these provisions on the basis of evolving     
interpretations of Regulation AB. In connection with the Trust, the Servicer and
the Trustee shall cooperate fully with the Depositor to deliver to the Depositor
(including its assignees or designees), any and all statements, reports,        
certifications, records and any other information available to such party and   
reasonably necessary in the good faith determination of the Depositor to permit 
the Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Servicer and the Trustee, as applicable, reasonably 
believed by the Depositor to be necessary in order to effect such compliance.   

[SIGNATURE PAGE FOLLOWS]

EX-4 5th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 5th
            IN WITNESS WHEREOF, the Depositor, the Trustee, the Loan
Performance Advisor, the Responsible Party and the Servicer have caused their   
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.                                     

      SECURITIZED ASSET BACKED RECEIVABLES LLC

By:    /s/ Paul Menefee           
                          ------------------------------------------------------
Name:  Paul Menefee       
Title: Director           

    WELLS FARGO BANK, NATIONAL ASSOCIATION
                          solely as Trustee and not in its individual capacity

By:    /s/ Amy Doyle              
                          ------------------------------------------------------
Name:  Amy Doyle          
Title: Vice President     

FREMONT INVESTMENT & LOAN         

By:    /s/ David Wells            
                          ------------------------------------------------------
Name:  David Wells        
  Title: Senior Vice President

HOMEQ SERVICING CORPORATION       

By:    /s/ Arthur Lyon            
                          ------------------------------------------------------
Name:  Arthur Lyon        
Title: President          

MORTAGERAMP, INC.                 

By:    /s/ Greg Weisman           
                          ------------------------------------------------------
Name:  Greg Weisman       
Title: General Counsel    

EX-4 6th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 6th
SCHEDULE I

Mortgage Loan Schedule

 (Delivered to the Trustee and not attached to the Pooling
and Servicing Agreement)

EX-4 7th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 7th
 SCHEDULE II

 Mortgage Pass-Through Certificates,
 Series 2006-FR1

Representations and Warranties of the Servicer
----------------------------------------------

                The Servicer hereby makes the representations and warranties
set forth in this Schedule II to the Depositor and the Trustee as of the Closing
Date. Capitalized terms used but not otherwise defined in this Schedule II shall
have the meaning ascribed thereto in the Pooling and Servicing Agreement.       

              (1) The Servicer is duly organized as a corporation and is
      validly existing and in good standing under the laws of the state of
   New Jersey, and is licensed and qualified to transact any and all
     business contemplated by this Pooling and Servicing Agreement to be
      conducted by the Servicer in any state in which a Mortgaged Property
        securing a Mortgage Loan is located or is otherwise not required under
      applicable law to effect such qualification and, in any event, is in
   compliance with the doing business laws of any such State, to the
      extent necessary to ensure its ability to enforce each Mortgage Loan
        and to service the Mortgage Loans in accordance with the terms of this
Pooling and Servicing Agreement;                              

                (2) The Servicer has the full power and authority to service
       each Mortgage Loan, and to execute, deliver and perform, and to enter
       into and consummate the transactions contemplated by this Pooling and
        Servicing Agreement and has duly authorized by all necessary action on
     the part of the Servicer the execution, delivery and performance of
      this Pooling and Servicing Agreement; and this Pooling and Servicing
   Agreement, assuming the due authorization, execution and delivery
  thereof by the Depositor, the Responsible Party and the Trustee,
    constitutes a legal, valid and binding obligation of the Servicer,
       enforceable against the Servicer in accordance with its terms; except
     to the extent that (a) the enforceability thereof may be limited by
         bankruptcy, insolvency, moratorium, receivership and other similar laws
        relating to creditors' rights generally and (b) the remedy of specific
       performance and injunctive and other forms of equitable relief may be
      subject to the equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought;          

                (3) The execution and delivery of this Pooling and Servicing
         Agreement by the Servicer, the servicing of the Mortgage Loans required
   to be serviced by the Servicer hereunder, the consummation by the
        Servicer of any other of the transactions herein contemplated, and the
        fulfillment of or compliance with the terms hereof are in the ordinary
        course of business of the Servicer and will not (A) result in a breach
 of any term or provision of the organizational documents of the
 Servicer or (B) conflict with, result in a breach, violation or
       acceleration of, or result in a default under, the terms of any other
         material agreement or instrument to which the Servicer is a party or by
      which it may be bound, or any law, statute, rule, order, regulation,
      judgment or decree applicable to the Servicer or its property of any
    court, regulatory body, administrative agency or governmental body
        having jurisdiction over the Servicer; and the Servicer is not a party
   to, bound by, or in breach or violation of any indenture or other
    agreement or instrument, or subject to or in violation of any law,
    statute, rule, order, regulation, judgment or decree of any court,
    regulatory body, administrative agency or governmental body having
         jurisdiction over it, which (w) materially and adversely affects or, to
        the Servicer's knowledge, would in the future materially and adversely
      affect, the ability of the Servicer to perform its obligations under
    this Pooling and Servicing Agreement, (x) materially and adversely
         affects or, to the Servicer's knowledge, would in the future materially
      and adversely affect, the business, operations, financial condition,
       properties or assets of the Servicer taken as a whole, (y) impair the
      ability of the Trust to realize on the Mortgage Loans, or (z) impair
the value of the Mortgage Loans;                              

        (4) The Servicer has the facilities, procedures, and
     experienced personnel necessary for the sound servicing of mortgage
loans of the same type as the Mortgage Loans;                 

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

                  (6) No action, suit, proceeding or investigation is pending or
   threatened against the Servicer, before any court, administrative
       agency or other tribunal asserting the invalidity of this Pooling and
        Servicing Agreement, seeking to prevent the consummation of any of the
      transactions contemplated by this Pooling and Servicing Agreement or
      which, either in any one instance or in the aggregate, may result in
    any material adverse change in the business, operations, financial
     condition, properties or assets of the Servicer, or in any material
    impairment of the right or ability of the Servicer to carry on its
       business substantially as now conducted, or in any material liability
    on the part of the Servicer, or which would draw into question the
        validity of this Pooling and Servicing Agreement or the Mortgage Loans
or of any action taken or to be taken in connection with the  
    obligations of the Servicer contemplated herein, or which would be
    likely to impair materially the ability of the Servicer to perform
under the terms of this Pooling and Servicing Agreement;      

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

          (8) With respect to each Mortgage Loan serviced by the
       Servicer hereunder, to the extent the Servicer serviced such Mortgage
     Loan and to the extent the Servicer provided monthly reports to the
 three credit repositories, the Servicer has fully furnished, in
    accordance with the Fair Credit Reporting Act and its implementing
     regulations, accurate and complete information (i.e., favorable and
     unfavorable) on its borrower credit files to Equifax, Experian, and
Trans Union Credit Information Company (three of the credit   
repositories), on a monthly basis.                            

EX-4 8th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 8th
SCHEDULE III

 Mortgage Pass-Through Certificates,
 Series 2006-FR1

Representations and Warranties of the Responsible Party as to the Mortgage Loans
--------------------------------------------------------------------------------

              The Responsible Party hereby makes the representations and
warranties set forth in this Schedule III as to the Mortgage Loans only, to the 
Depositor and the Trustee, as of the Closing Date or such other date as may be  
specified below. Capitalized terms used in this Schedule but not defined in this
Schedule have the meanings given to them in the Purchase Agreement.             

                 (a) Mortgage Loans as Described. As of the Servicing Transfer
     Date and the information set forth in the Mortgage Loan Schedule is
complete, true and correct;                                   

            (b) Payments Current. As of the Servicing Transfer Date,
         except with respect to the Mortgage Loans identified on Schedule III-A,
         (i) all payments required to be made up to the related Closing Date for
    the Mortgage Loan under the terms of the Mortgage Note, other than
       payments not yet 30 days delinquent, have been made and credited, and
     (ii) no payment required under the Mortgage Loan is 30 days or more
        delinquent nor has any payment under the Mortgage Loan been 30 days or
         more delinquent at any time since the origination of the Mortgage Loan;

                  (c) No Outstanding Charges. As of the Servicing Transfer Date,
         except as described in paragraph (b) above with respect to the Mortgage
         Loans identified on Schedule III-A, except for payments due but not yet
       30 days delinquent, there are no defaults in complying with the terms
     of the Mortgage, and all taxes, governmental assessments, insurance
     premiums, water, sewer and municipal charges, leasehold payments or
       ground rents which previously became due and owing have been paid, or
        an escrow of funds has been established in an amount sufficient to pay
      for every such item which remains unpaid and which has been assessed
        but is not yet due and payable. The Responsible Party has not advanced
         funds, or induced, solicited or knowingly received any advance of funds
      by a party other than the Mortgagor, directly or indirectly, for the
    payment of any amount required under the Mortgage Loan, except for
 interest accruing from the date of the Mortgage Note or date of
      disbursement of the Mortgage Loan proceeds, whichever is earlier, to
       the day which precedes by one month the related Due Date of the first
installment of principal and interest;                        

                 (d) Original Terms Unmodified. The terms of the Mortgage Note
         and Mortgage have not been impaired, waived, altered or modified in any
      respect, from the date of origination except by a written instrument
       which has been recorded, if necessary to protect the interests of the
      Purchaser, and which has been delivered to the Trustee, as custodian
     (in such capacity, the "Custodian"), under the Custodial Agreement,
    dated as of November 1, 2004, among the Purchaser, the Responsible
       Party and the Custodian (the "Custodial Agreement"), and the terms of
         which are reflected in the Mortgage Loan Schedule. The substance of any
        such waiver, alteration or modification has been approved by the title
      insurer, if any, to the extent required by the policy, and its terms
are reflected on the Mortgage Loan Schedule, if applicable. No
        Mortgagor has been released, in whole or in part, except in connection
     with an assumption agreement, approved by the title insurer, to the
       extent required by the policy, and which assumption agreement is part
       of the Mortgage Loan File delivered to the Custodian and the terms of
which are reflected in the Mortgage Loan Schedule;            

                  (e) No Defenses. The Mortgage Loan is not subject to any right
    of rescission, set-off, counterclaim or defense, including without
       limitation the defense of usury, nor will the operation of any of the
    terms of the Mortgage Note or the Mortgage, or the exercise of any
   right thereunder, render either the Mortgage Note or the Mortgage
     unenforceable, in whole or in part and no such right of rescission,
 set-off, counterclaim or defense has been asserted with respect
thereto;                                                      

                (f) Hazard Insurance. Pursuant to the terms of the Mortgage,
     all buildings or other improvements upon the Mortgaged Property are
         insured by a generally acceptable insurer against loss by fire, hazards
 of extended coverage and such other hazards as are provided for
      generally in the secondary market. If required by the National Flood
       Insurance Act of 1968, as amended, each Mortgage Loan is covered by a
flood insurance policy meeting the requirements of the current
      guidelines of the Federal Insurance Administration as in effect. All
   individual insurance policies contain a standard mortgagee clause
naming the Responsible Party and its successors and assigns as
  mortgagee, and all premiums thereon have been paid. The Mortgage
     obligates the Mortgagor thereunder to maintain the hazard insurance
    policy at the Mortgagor's cost and expense, and on the Mortgagor's
       failure to do so, authorizes the holder of the Mortgage to obtain and
      maintain such insurance at such Mortgagor's cost and expense, and to
         seek reimbursement therefor from the Mortgagor. Where required by state
   law or regulation, the Mortgagor has been given an opportunity to
   choose the carrier of the required hazard insurance, provided the
        policy is not a "master" or "blanket" hazard insurance policy covering
   a condominium, or any hazard insurance policy covering the common
       facilities of a planned unit development. The hazard insurance policy
      is the valid and binding obligation of the insurer, is in full force
   and effect, and will be in full force and effect and inure to the
    benefit of the Purchaser upon the consummation of the transactions
       contemplated by this Agreement. The Responsible Party has not engaged
        in, and has no knowledge of the Mortgagor's having engaged in, any act
     or omission which would impair the coverage of any such policy, the
      benefits of the endorsement provided for herein, or the validity and
     binding effect of either including, without limitation, no unlawful
      fee, commission, kickback or other unlawful compensation or value of
    any kind has been or will be received, retained or realized by any
      attorney, firm or other person or entity, and no such unlawful items
    have been received, retained or realized by the Responsible Party;

                 (g) Compliance with Applicable Laws. Any and all requirements
   of any federal, state or local law including, without limitation,
      usury, truth-in-lending, real estate settlement procedures, consumer
 credit protection, equal credit opportunity, disclosure and all
     predatory and abusive lending laws applicable to the Mortgage Loan,
      including, without limitation, any provisions relating to Prepayment
     Charges and the Illinois Interest Act, have been complied with, the
       consummation of the transactions contemplated hereby will not involve
    the violation of any such laws or regulations, and the Responsible
       Party shall maintain in its possession, available for the Purchaser's
        or the Trustee's inspection, and shall deliver to the Purchaser or the
         Trustee upon demand, evidence of compliance with all such requirements;

              (h) No Satisfaction of Mortgage. The Mortgage has not been
      satisfied, canceled, subordinated or rescinded, in whole or in part,
       and the Mortgaged Property has not been released from the lien of the
     Mortgage, in whole or in part, nor has any instrument been executed
    that would effect any such release, cancellation, subordination or
         rescission. The Responsible Party has not waived the performance by the
     Mortgagor of any action, if the Mortgagor's failure to perform such
    action would cause the Mortgage Loan to be in default, nor has the
   Responsible Party waived any default resulting from any action or
inaction by the Mortgagor;                                    

              (i) Type of Mortgaged Property. With respect to a Mortgage
       Loan that is not a Co-op Loan, the Mortgaged Property is a fee simple
         estate or a leasehold estate located in a jurisdiction in which the use
       of a leasehold estate for residential properties is a widely accepted
   practice that consists of a single parcel of real property with a
detached single family residence erected thereon, or a two- to
        four-family dwelling, or an individual residential condominium unit in
a condominium project, or an individual unit in a planned unit
         development, or an individual unit in a residential cooperative housing
         corporation; provided, however, that any condominium unit, planned unit
  development or residential cooperative housing corporation shall
       conform with the Underwriting Guidelines. No portion of the Mortgaged
    Property (or underlying Mortgaged Property, in the case of a Co-op
Loan) is used for commercial purposes, and since the date of  
     origination, no portion of the Mortgaged Property has been used for
        commercial purposes; provided, that Mortgaged Properties which contain
       a home office or other business shall not be considered as being used
        for commercial purposes as long as the Mortgaged Property has not been
         altered for commercial purposes and is not storing any chemicals or raw
materials other than those commonly used for homeowner repair,
         maintenance and/or household purposes. None of the Mortgaged Properties
    are manufactured homes, log homes, mobile homes, geodesic domes or
other unique property types;                                  

            (j) Valid First or Second Lien. The Mortgage is a valid,
      subsisting, enforceable and perfected, first lien (with respect to a
         First Lien Loan) or second lien (with respect to a Second Lien Loan) on
         the Mortgaged Property, including all buildings and improvements on the
      Mortgaged Property and all installations and mechanical, electrical,
         plumbing, heating and air conditioning systems located in or annexed to
         such buildings, and all additions, alterations and replacements made at
     any time with respect to the foregoing. The lien of the Mortgage is
subject only to:                                              

                (i) with respect to a Second Lien Loan only, the lien of the
first mortgage on the Mortgaged Property;                     

                (ii) the lien of current real property taxes and assessments
not yet due and payable;                                      

           (iii) covenants, conditions and restrictions, rights of
         way, easements and other matters of the public record as of the date of
         recording acceptable to prudent mortgage lending institutions generally
     and specifically referred to in the lender's title insurance policy
       delivered to the originator of the Mortgage Loan and (a) specifically
   referred to or otherwise considered in the appraisal made for the
      originator of the Mortgage Loan or (b) which do not adversely affect
 the Appraised Value of the Mortgaged Property set forth in such
appraisal; and                                                

            (iv) other matters to which like properties are commonly
    subject which do not materially interfere with the benefits of the
         security intended to be provided by the Mortgage or the use, enjoyment,
value or marketability of the related Mortgaged Property.     

         Any security agreement, chattel mortgage or equivalent document related
       to and delivered in connection with the Mortgage Loan establishes and
         creates a valid, subsisting, enforceable and perfected first lien (with
        respect to a First Lien Loan) or second lien (with respect to a Second
      Lien Loan) and first priority (with respect to a First Lien Loan) or
        second priority (with respect to a Second Lien Loan) security interest
      on the property described therein and the Responsible Party has full
right to sell and assign the same to the Purchaser.           

              (k) Valid First or Second Priority Security Interest. With
         respect to any Co-op Loan, the related Mortgage is a valid, subsisting,
   enforceable and perfected, first priority security interest (with
    respect to a First Lien Loan) or second priority security interest
        (with respect to a Second Lien Loan) on the related cooperative shares
      securing the Mortgage Note, subject only to (a) liens of the related
    residential cooperative housing corporation for unpaid assessments
        representing the Mortgagor's pro rata share of the related residential
      cooperative housing corporation's payments for its blanket mortgage,
         current and future real property taxes, insurance premiums, maintenance
         fees and other assessments to which like collateral is commonly subject
    and (b) other matters to which like collateral is commonly subject
     which do not materially interfere with the benefits of the security
     interest intended to be provided by the related Security Agreement;

                (l) Request for Notice; No Consent Required. With respect to
       any Second Lien Loan, where required or customary in the jurisdiction
     in which the Mortgaged Property is located, the original lender has
    filed for record a request for notice of any action by the related
      senior lienholder, and the Responsible Party has notified the senior
    lienholder in writing of the existence of the Second Lien Loan and
        requested notification of any action to be taken against the Mortgagor
     by the senior lienholder. Either (a) no consent for the Second Lien
      Loan is required by the holder of the related first lien or (b) such
  consent has been obtained and is contained in the Mortgage File;

                 (m) Validity of Mortgage Documents. The Mortgage Note and the
        Mortgage and any other agreement executed and delivered by a Mortgagor
        in connection with a Mortgage Loan are genuine, and each is the legal,
  valid and binding obligation of the maker thereof enforceable in
accordance with its terms (including, without limitation, any 
         provisions relating to Prepayment Charges). All parties to the Mortgage
   Note, the Mortgage and any other such related agreement had legal
         capacity to enter into the Mortgage Loan and to execute and deliver the
      Mortgage Note, the Mortgage and any such agreement, and the Mortgage
        Note, the Mortgage and any other such related agreement have been duly
       and properly executed by other such related parties. No fraud, error,
    omission, misrepresentation, negligence or similar occurrence with
respect to a Mortgage Loan has taken place on the part of the 
      Responsible Party in connection with the origination of the Mortgage
 Loan or in the application of any insurance in relation to such
         Mortgage Loan. No fraud, error, omission, misrepresentation, negligence
 or similar occurrence in connection with the origination of the
      Mortgage Loan or in the application for any insurance in relation to
         such Mortgage Loan has taken place on the part of any Person, including
  without limitation, the Mortgagor, any appraiser, any builder or
developer, or any other party involved with such actions. The 
      Responsible Party has reviewed all of the documents constituting the
     Servicing File and has made such inquiries as it deems necessary to
        make and confirm the accuracy of the representations set forth herein;

                 (n) Full Disbursement of Proceeds. The Mortgage Loan has been
        closed and the proceeds of the Mortgage Loan have been fully disbursed
         and there is no requirement for future advances thereunder, and any and
all requirements as to completion of any on-site or off-site  
       improvement and as to disbursements of any escrow funds therefor have
        been complied with. All costs, fees and expenses incurred in making or
        closing the Mortgage Loan and the recording of the Mortgage were paid,
        and the Mortgagor is not entitled to any refund of any amounts paid or
due under the Mortgage Note or Mortgage;                      

               (o) Ownership. As of the applicable Original Sale Date, the
  Responsible Party was the sole owner of record and holder of the
        Mortgage Loan and the indebtedness evidenced by each Mortgage Note and
       upon the sale of the Mortgage Loans to the Purchaser, the Responsible
    Party retained the Mortgage Files or any part thereof with respect
thereto not delivered to the Custodian, the Purchaser or the  
      Purchaser's designee, in trust only for the purpose of servicing and
       supervising the servicing of each Mortgage Loan. As of the applicable
        Original Sale Date, the Mortgage Loan was not assigned or pledged, and
   the Responsible Party had good, indefeasible and marketable title
       thereto, and had full right to transfer and sell the Mortgage Loan to
        the Purchaser free and clear of any encumbrance, equity, participation
     interest, lien, pledge, charge, claim or security interest, and has
         full right and authority subject to no interest or participation of, or
        agreement with, any other party, to sell and assign each Mortgage Loan
   pursuant to the Purchase Agreement and following the sale of each
         Mortgage Loan, the Purchaser owned such Mortgage Loan free and clear of
        any encumbrance, equity, participation interest, lien, pledge, charge,
        claim or security interest. The Responsible Party has relinquished all
rights to possess, control and monitor the Mortgage Loan;     

                  (p) Doing Business. All parties which have had any interest in
       the Mortgage Loan prior to the applicable Original Sale Date, whether
   as mortgagee, assignee, pledgee or otherwise, are (or, during the
       period in which they held and disposed of such interest, were) (1) in
      compliance with any and all applicable licensing requirements of the
      laws of the state wherein the Mortgaged Property is located, and (2)
         either (i) organized under the laws of such state, or (ii) qualified to
do business in such state, or (iii) a federal savings and loan
   association, a savings bank or a national bank having a principal
office in such state, or (3) not doing business in such state;

           (q) LTV. No Mortgage Loan has an LTV greater than 100%;

                 (r) Title Insurance. With respect to a Mortgage Loan which is
    not a Co-op Loan, the Mortgage Loan is covered by an ALTA lender's
        title insurance policy, or with respect to any Mortgage Loan for which
         the related Mortgaged Property is located in California a CLTA lender's
         title insurance policy, or other generally acceptable form of policy or
     insurance and each such title insurance policy is issued by a title
         insurer acceptable to the Purchaser and qualified to do business in the
    jurisdiction where the Mortgaged Property is located, insuring the
      Responsible Party, its successors and assigns, as to the first (with
        respect to a First Lien Loan) or second (with respect to a Second Lien
         Loan) priority lien of the Mortgage in the original principal amount of
  the Mortgage Loan (or to the extent a Mortgage Note provides for
       negative amortization, the maximum amount of negative amortization in
         accordance with the Mortgage), subject only to the exceptions contained
        in clauses (i), (ii), (iii) and (iv) of paragraph (j) of this Schedule
     III, and in the case of Adjustable Rate Mortgage Loans, against any
  loss by reason of the invalidity or unenforceability of the lien
        resulting from the provisions of the Mortgage providing for adjustment
      to the Mortgage Interest Rate and Monthly Payment. Where required by
       state law or regulation, the Mortgagor has been given the opportunity
 to choose the carrier of the required mortgage title insurance.
  Additionally, such lender's title insurance policy affirmatively
      insures ingress and egress, and against encroachments by or upon the
        Mortgaged Property or any interest therein. The Responsible Party, its
     successor and assigns, are the sole insureds of such lender's title
         insurance policy, and such lender's title insurance policy is valid and
       remains in full force and effect and will be in force and effect upon
         the consummation of the transactions contemplated by this Agreement. No
       claims have been made under such lender's title insurance policy, and
    no prior holder of the related Mortgage, including the Responsible
      Party, has done, by act or omission, anything which would impair the
     coverage of such lender's title insurance policy, including without
     limitation, no unlawful fee, commission, kickback or other unlawful
 compensation or value of any kind has been or will be received,
       retained or realized by any attorney, firm or other person or entity,
        and no such unlawful items have been received, retained or realized by
the Responsible Party;                                        

                 (s) No Defaults. As of the Servicing Transfer Date, except as
        described in paragraphs (b) and (c) above with respect to the Mortgage
         Loans identified on Schedule III-A, other than payments due but not yet
       30 days or more delinquent, there is no default, breach, violation or
      event which would permit acceleration existing under the Mortgage or
        the Mortgage Note and no event which, with the passage of time or with
         notice and the expiration of any grace or cure period, would constitute
        a default, breach, violation or event which would permit acceleration,
        and neither the Responsible Party nor any of its affiliates nor any of
 their respective predecessors, have waived any default, breach,
violation or event which would permit acceleration;           

               (t) No Mechanics' Liens. There are no mechanics' or similar
        liens or claims which have been filed for work, labor or material (and
      no rights are outstanding that under the law could give rise to such
     liens) affecting the related Mortgaged Property which are or may be
      liens prior to, or equal or coordinate with, the lien of the related
Mortgage;                                                     

       (u) Location of Improvements; No Encroachments. All
       improvements which were considered in determining the Appraised Value
         of the Mortgaged Property lay wholly within the boundaries and building
     restriction lines of the Mortgaged Property, and no improvements on
adjoining properties encroach upon the Mortgaged Property. No 
      improvement located on or being part of the Mortgaged Property is in
violation of any applicable zoning law or regulation;         

         (v) Origination; Payment Terms. The Mortgage Loan was
    originated by a mortgagee approved by the Secretary of Housing and
    Urban Development pursuant to Sections 203 and 211 of the National
Housing Act, a savings and loan association, a savings bank, a
   commercial bank, credit union, insurance company or other similar
    institution which is supervised and examined by a federal or state
      authority. Principal payments on the Mortgage Loan commenced no more
     than seventy days after funds were disbursed in connection with the
         Mortgage Loan. The Mortgage Interest Rate as well as, in the case of an
       Adjustable Rate Mortgage Loan, the Lifetime Rate Cap and the Periodic
       Cap are as set forth on the Mortgage Loan Schedule. The Mortgage Note
     is payable in equal monthly installments of principal and interest,
 which installments of interest, with respect to Adjustable Rate
     Mortgage Loans, are subject to change due to the adjustments to the
    Mortgage Interest Rate on each Interest Rate Adjustment Date, with
        interest calculated and payable in arrears, sufficient to amortize the
        Mortgage Loan fully by the stated maturity date, over an original term
         of not more than thirty years from commencement of amortization. Unless
         otherwise specified on the Mortgage Loan Schedule, the Mortgage Loan is
    payable on the first day of each month. The Mortgage Loan does not
require a balloon payment on its stated maturity date;        

                 (w) Customary Provisions. The Mortgage contains customary and
         enforceable provisions such as to render the rights and remedies of the
   holder thereof adequate for the realization against the Mortgaged
       Property of the benefits of the security provided thereby, including,
 (i) in the case of a Mortgage designated as a deed of trust, by
  trustee's sale, and (ii) otherwise by judicial foreclosure. Upon
  default by a Mortgagor on a Mortgage Loan and foreclosure on, or
  trustee's sale of, the Mortgaged Property pursuant to the proper
     procedures, the holder of the Mortgage Loan will be able to deliver
    good and merchantable title to the Mortgaged Property. There is no
   homestead or other exemption available to a Mortgagor which would
        interfere with the right to sell the Mortgaged Property at a trustee's
    sale or the right to foreclose the Mortgage, subject to applicable
federal and state laws and judicial precedent with respect to 
bankruptcy and right of redemption or similar law;            

              (x) Conformance with Underwriting Guidelines. The Mortgage
         Loan was underwritten in accordance with the Underwriting Guidelines (a
     copy of which is attached to each related Assignment and Conveyance
       Agreement). The Mortgage Note and Mortgage are on forms acceptable to
      Freddie Mac or Fannie Mae and the Responsible Party has not made any
     representations have been made to a Mortgagor that are inconsistent
with the mortgage instruments used;                           

               (y) Occupancy of the Mortgaged Property. To the best of the
       Responsible Party's knowledge, as of the Servicing Transfer Date, the
   Mortgaged Property is lawfully occupied under applicable law. All
      inspections, licenses and certificates required to be made or issued
      with respect to all occupied portions of the Mortgaged Property and,
      with respect to the use and occupancy of the same, including but not
limited to certificates of occupancy and fire underwriting    
certificates, have been made or obtained from the appropriate 
        authorities. Unless otherwise specified on the Mortgage Loan Schedule,
      the Mortgagor represented at the time of origination of the Mortgage
    Loan that the Mortgagor would occupy the Mortgaged Property as the
Mortgagor's primary residence;                                

                  (z) No Additional Collateral. The Mortgage Note is not and has
         not been secured by any collateral except the lien of the corresponding
         Mortgage and the security interest of any applicable security agreement
or chattel mortgage referred to in clause (j) above;          

                (aa) Deeds of Trust. In the event the Mortgage constitutes a
deed of trust, a trustee, authorized and duly qualified under 
   applicable law to serve as such, has been properly designated and
  currently so serves and is named in the Mortgage, and no fees or
     expenses are or will become payable by the Purchaser to the trustee
     under the deed of trust, except in connection with a trustee's sale
after default by the Mortgagor;                               

             (bb) Acceptable Investment. There are no circumstances or
      conditions with respect to the Mortgage, the Mortgaged Property, the
         Mortgagor, the Mortgage File or the Mortgagor's credit standing that to
  the best of the Responsible Party's knowledge, can reasonably be
 expected to cause private institutional investors who invest in
         mortgage loans similar to the Mortgage Loan to regard the Mortgage Loan
  as an unacceptable investment, cause the Mortgage Loan to become
   delinquent, or adversely affect the value or marketability of the
        Mortgage Loan, or cause the Mortgage Loans to prepay during any period
       materially faster or slower than the mortgage loans originated by the
Responsible Party generally;                                  

               (cc) Delivery of Mortgage Documents. The Mortgage Note, the
       Mortgage, the Assignment of Mortgage and any other documents required
      to be delivered under the Custodial Agreement for each Mortgage Loan
   have been delivered to the Custodian. The Responsible Party is in
         possession of a complete, true and accurate Mortgage File in compliance
         with Exhibit A hereto, except for such documents the originals of which
have been delivered to the Custodian;                         

                 (dd) Condominiums/Planned Unit Developments. If the Mortgaged
     Property is a condominium unit or a planned unit development (other
         than a de minimis planned unit development) such condominium or planned
unit development project such Mortgage Loan was originated in 
      accordance with, and the Mortgaged Property meets the guidelines set
forth in the Originator's Underwriting Guidelines;            

               (ee) Transfer of Mortgage Loans. The Assignment of Mortgage
         (except with respect to any Mortgage that has been recorded in the name
   of MERS or its designee) with respect to each Mortgage Loan is in
       recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located;      

              (ff) Due-On-Sale. With respect to each Fixed Rate Mortgage
Loan, the Mortgage contains an enforceable provision for the  
    acceleration of the payment of the unpaid principal balance of the
   Mortgage Loan in the event that the Mortgaged Property is sold or
transferred without the prior written consent of the mortgagee
        thereunder, and to the best of the Responsible Party's knowledge, such
provision is enforceable;                                     

           (gg) Assumability. With respect to each Adjustable Rate
      Mortgage Loan, if the Mortgage Loan Documents provide that after the
       related first Interest Rate Adjustment Date the related Mortgage Loan
   is assumable, such Mortgage Loan may only be assumed if the party
         assuming such Mortgage Loan meets certain credit requirements stated in
the Mortgage Loan Documents;                                  

        (hh) No Buydown Provisions; No Graduated Payments or
     Contingent Interests. The Mortgage Loan does not contain provisions
    pursuant to which Monthly Payments are paid or partially paid with
        funds deposited in any separate account established by the Responsible
        Party, the Mortgagor, or anyone on behalf of the Mortgagor, or paid by
   any source other than the Mortgagor nor does it contain any other
    similar provisions which may constitute a "buydown" provision. The
         Mortgage Loan is not a graduated payment mortgage loan and the Mortgage
       Loan does not have a shared appreciation or other contingent interest
feature;                                                      

              (ii) Consolidation of Future Advances. Any future advances
      made to the Mortgagor prior to the applicable Cut-off Date have been
   consolidated with the outstanding principal amount secured by the
      Mortgage, and the secured principal amount, as consolidated, bears a
 single interest rate and single repayment term. The lien of the
  Mortgage securing the consolidated principal amount is expressly
       insured as having first (with respect to a First Lien Loan) or second
         (with respect to a Second Lien Loan) lien priority by a title insurance
policy, an endorsement to the policy insuring the mortgagee's 
    consolidated interest or by other title evidence acceptable to the
  Purchaser. The consolidated principal amount does not exceed the
original principal amount of the Mortgage Loan;               

      (jj) Mortgaged Property Undamaged; No Condemnation
  Proceedings. As of the Servicing Transfer Date, (i) there was no
        proceeding pending or threatened for the total or partial condemnation
        of the Mortgaged Property, (ii) to the best of the Responsible Party's
knowledge, the Mortgaged Property is undamaged by waste, fire,
  earthquake or earth movement, windstorm, flood, tornado or other
        casualty so as to affect adversely the value of the Mortgaged Property
     as security for the Mortgage Loan or the use for which the premises
were intended and each Mortgaged Property is inhabitable under
    applicable state and local laws, and (iii) there have not been any
  condemnation proceedings with respect to the Mortgaged Property;

             (kk) Collection Practices; Escrow Deposits; Interest Rate
       Adjustments. The origination, servicing and collection practices used
         by the Responsible Party with respect to the Mortgage Loan have been in
all respects in compliance with Accepted Servicing Practices, 
      applicable laws and regulations, and have been in all respects legal
      and proper. With respect to escrow deposits and Escrow Payments, all
      such payments are in the possession of, or under the control of, the
 Responsible Party and there exist no deficiencies in connection
       therewith for which customary arrangements for repayment thereof have
not been made. All Escrow Payments have been collected in full
         compliance with state and federal law and the provisions of the related
     Mortgage Note and Mortgage. An escrow of funds is not prohibited by
        applicable law and has been established in an amount sufficient to pay
         for every item that remains unpaid and has been assessed but is not yet
         due and payable. No escrow deposits or Escrow Payments or other charges
       or payments due the Responsible Party have been capitalized under the
       Mortgage or the Mortgage Note. All Mortgage Interest Rate adjustments
        have been made in strict compliance with state and federal law and the
         terms of the related Mortgage and Mortgage Note on the related Interest
       Rate Adjustment Date. If, pursuant to the terms of the Mortgage Note,
        another index was selected for determining the Mortgage Interest Rate,
  the same index was used with respect to each Mortgage Note which
 required a new index to be selected, and such selection did not
       conflict with the terms of the related Mortgage Note. The Responsible
 Party executed and delivered any and all notices required under
        applicable law and the terms of the related Mortgage Note and Mortgage
regarding the Mortgage Interest Rate and the Monthly Payment  
  adjustments. Any interest required to be paid pursuant to state,
federal and local law has been properly paid and credited;    

                  (ll) Conversion to Fixed Interest Rate. The Mortgage Loan does
       not contain a provision whereby the Mortgagor is permitted to convert
     the Mortgage Interest Rate from an adjustable rate to a fixed rate;

                 (mm) Other Insurance Policies; No Defense to Coverage. To the
         best of the Responsible Party's knowledge, no action, inaction or event
         has occurred and no state of facts exists or has existed on or prior to
     the Servicing Transfer Date that has resulted or will result in the
        exclusion from, denial of, or defense to coverage under any applicable
hazard insurance policy or bankruptcy bond (including, without
      limitation, any exclusions, denials or defenses which would limit or
         reduce the availability of the timely payment of the full amount of the
    loss otherwise due thereunder to the insured), irrespective of the
        cause of such failure of coverage. In connection with the placement of
        any such insurance, no commission, fee, or other compensation has been
 or will be received by the Responsible Party or by any officer,
       director, or employee of the Responsible Party or any designee of the
        Responsible Party or any corporation in which the Responsible Party or
         any officer, director, or employee had a financial interest at the time
of placement of such insurance;                               

               (nn) No Violation of Environmental Laws. To the best of the
         Responsible Party's knowledge, there is no pending action or proceeding
        directly involving the Mortgaged Property in which compliance with any
environmental law, rule or regulation is an issue; there is no
        violation of any environmental law, rule or regulation with respect to
  the Mortgage Property; and nothing further remains to be done to
       satisfy in full all requirements of each such law, rule or regulation
    constituting a prerequisite to use and enjoyment of said property;

               (oo) Servicemembers Civil Relief Act. The Mortgagor has not
  notified the Responsible Party, and the Responsible Party has no
         knowledge of any relief requested or allowed to the Mortgagor under the
     Servicemembers Civil Relief Act, as amended, or other similar state
statute;                                                      

                  (pp) Appraisal. The Mortgage File contains an appraisal of the
         related Mortgaged Property signed prior to the approval of the Mortgage
Loan application by a Qualified Appraiser.                    

             (qq) Disclosure Materials. The Mortgagor has received all
 disclosure materials required by, and the Responsible Party has
     complied with, all applicable law with respect to the making of the
Mortgage Loans;                                               

                 (rr) Construction or Rehabilitation of Mortgaged Property. No
        Mortgage Loan was made in connection with the construction (other than
       a "construct-to-perm" loan) or rehabilitation of a Mortgaged Property
   or facilitating the trade-in or exchange of a Mortgaged Property;

             (ss) Escrow Analysis. If applicable, with respect to each
         Mortgage that provides for an escrow account, the Responsible Party has
    within the last twelve months (unless such Mortgage was originated
        within such twelve month period) analyzed the required Escrow Payments
     for each Mortgage and adjusted the amount of such payments so that,
        assuming all required payments are timely made, any deficiency will be
        eliminated on or before the first anniversary of such analysis, or any
         overage will be refunded to the Mortgagor, in accordance with RESPA and
any other applicable law;                                     

                 (tt) Prior Servicing. Each Mortgage Loan has been serviced in
all material respects in compliance with the Interim Servicing
Agreement;                                                    

                  (uu) No Default Under First Lien. As of the Servicing Transfer
        Date, to the best of the Responsible Party's knowledge and except with
  respect to the Mortgage Loans identified on Schedule III-B, with
       respect to each Second Lien Loan, the related First Lien Loan related
       thereto is in full force and effect, and there is no default, breach,
        violation or event which would permit acceleration existing under such
       first Mortgage or Mortgage Note, and no event which, with the passage
        of time or with notice and the expiration of any grace or cure period,
    would constitute a default, breach, violation or event which would
permit acceleration thereunder;                               

              (vv) Right to Cure First Lien. With respect to each Second
       Lien Loan, the related first lien Mortgage contains a provision which
        provides for giving notice of default or breach to the mortgagee under
       the Mortgage Loan and allows such mortgagee to cure any default under
the related first lien Mortgage;                              

                 (ww) No Failure to Cure Default. As of the Servicing Transfer
  Date and except with respect to the Mortgage Loans identified on
     Schedule III-B, with respect to each Second Lien Mortgage Loan, the
       Responsible Party has not received a written notice of default of any
      senior mortgage loan related to the Mortgaged Property which has not
been cured;                                                   

           (xx) Credit Information. As to each consumer report (as
       defined in the Fair Credit Reporting Act, Public Law 91-508) or other
         credit information furnished by the Responsible Party to the Purchaser,
that Responsible Party has full right and authority and is not
      precluded by law or contract from furnishing such information to the
       Purchaser and the Purchaser is not precluded from furnishing the same
to any subsequent or prospective purchaser of such Mortgage;  

         (yy) Leaseholds. If the Mortgage Loan is secured by a
       leasehold estate, (1) the ground lease is assignable or transferable;
       (2) the ground lease will not terminate earlier than five years after
       the maturity date of the Mortgage Loan; (3) the ground lease does not
       provide for termination of the lease in the event of lessee's default
        without the mortgagee being entitled to receive written notice of, and
    a reasonable opportunity to cure the default; (4) the ground lease
   permits the mortgaging of the related Mortgaged Property; (5) the
   ground lease protects the mortgagee's interests in the event of a
       property condemnation; (6) all ground lease rents, other payments, or
     assessments that have become due have been paid; and (7) the use of
   leasehold estates for residential properties is a widely accepted
 practice in the jurisdiction in which the Mortgaged Property is
located;                                                      

                 (zz) Prepayment Charge. Each Mortgage Loan that is subject to
  a prepayment penalty as provided in the related Mortgage Note is
    identified on the Mortgage Loan Schedule. With respect to Mortgage
      Loans originated prior to October 1, 2002, no such Prepayment Charge
 may be imposed for a term in excess of five (5) years following
    origination. With respect to Mortgage Loans originated on or after
         October 1, 2002, no such Prepayment Charge may be imposed for a term in
excess of three (3) years following origination;              

              (aaa) Predatory Lending Regulations. No Mortgage Loan is a
     High Cost Loan or Covered Loan, as applicable, and no Mortgage Loan
 originated on or after October 1, 2002 through March 6, 2003 is
       governed by the Georgia Fair Lending Act. No Mortgage Loan is covered
         by the Home Ownership and Equity Protection Act of 1994 and no Mortgage
Loan is in violation of any comparable state or local law;    

         (bbb) Single-premium credit life insurance policy. In
        connection with the origination of any Mortgage Loan, no proceeds from
     such Mortgage Loan were used to finance or acquire a single-premium
credit life insurance policy;                                 

               (ccc) Qualified Mortgage. The Mortgage Loan is a "qualified
mortgage under Section 860G(a)(3) of the Code;                

                  (ddd) Tax Service Contract. Each First Lien Loan is covered by
     a paid in full, life of loan, tax service contract issued by Lereta
Corp., and such contract is transferable;                     

        (eee) Origination. No predatory or deceptive lending
   practices, including, without limitation, the extension of credit
 without regard to the ability of the Mortgagor to repay and the
     extension of credit which has no apparent benefit to the Mortgagor,
were employed in the origination of the Mortgage Loan;        

             (fff) Recordation. Except with respect to MERS Designated
        Mortgage Loans, each original Mortgage was recorded and all subsequent
        assignments of the original Mortgage (other than the assignment to the
        Purchaser) have been recorded in the appropriate jurisdictions wherein
      such recordation is necessary to perfect the lien thereof as against
   creditors of the Responsible Party, or is in the process of being
recorded;                                                     

                (ggg) Co-op Loans. With respect to a Mortgage Loan that is a
       Co-op Loan, (i) a search for filings of financing statements has been
made by a company competent to make the same, which company is
  acceptable generally in the secondary market and qualified to do
         business in the jurisdiction where the cooperative unit is located, and
         such search has not found anything which would materially and adversely
       affect the Co-op Loan, (ii) the stock that is pledged as security for
         the Mortgage Loan is held by a person as a "tenant-stockholder" and the
related cooperative corporation that owns title to the related
        cooperative apartment building is a "cooperative housing corporation,"
       each within the meaning of Section 216 of the Code and (iii) there is
no prohibition against pledging the shares of the cooperative 
corporation or assigning the Co-op Lease;                     

             (hhh) Mortgagor Bankruptcy. The Mortgagor has not filed a
bankruptcy petition, has not become the subject of involuntary
bankruptcy proceedings or has not consented to the filing of a
      bankruptcy proceeding against it or to a receiver being appointed in
respect of the related Mortgaged Property;                    

              (iii) No Prior Offer. The Mortgage Loan has not previously
been offered for sale by the Responsible Party;               

(jjj) [reserved];                           

             (kkk) Credit Reporting. The Responsible Party has, in its
 capacity as servicer for each Mortgage Loan, caused to be fully
     furnished, in accordance with the Fair Credit Reporting Act and its
    implementing regulations, accurate and complete information (i.e.,
     favorable and unfavorable) on its borrower credit files to Equifax,
    Experian, and Trans Union Credit Information Company (three of the
credit repositories), on a monthly basis;                     

(lll) [reserved];                           

(mmm) [reserved];                           

(nnn) [reserved];                           

                  (ooo) Mortgage Loans with Prepayment Premiums. With respect to
        any Mortgage Loan that contains a provision permitting imposition of a
  premium upon a prepayment prior to maturity: (i) a mortgage loan
      without such a premium was available to the Mortgagor at an interest
       rate and/or fee structure higher than that of the Mortgage Loan, (ii)
     prior to the Mortgage Loan's funding, the related Mortgagor had the
         option of obtaining the Mortgage Loan without a requirement for payment
         of such a premium, and (iii) the prepayment premium is disclosed to the
         related Mortgagor in the Mortgage Loan documents pursuant to applicable
state and federal law;                                        

             (ppp) Purchase of Insurance. No Mortgagor was required to
    purchase any credit life, disability, accident or health insurance
 product as a condition of obtaining the extension of credit. No
      Mortgagor obtained a prepaid single-premium credit life, disability,
        accident or health insurance policy in connection with the origination
       of the Mortgage Loan. No proceeds from any Mortgage Loan were used to
  purchase single premium credit insurance policies as part of the
   origination of, or as a condition to closing, such Mortgage Loan;

(qqq) [reserved];                           

              (rrr) Disclosure of Fees and Charges. All fees and charges
 (including finance charges), whether or not financed, assessed,
     collected or to be collected in connection with the origination and
        servicing of each Mortgage Loan, have been disclosed in writing to the
   Mortgagor in accordance with applicable state and federal law and
regulation; and                                               

                 (sss) No Arbitration. No Mortgage Loan originated on or after
        August 1, 2004 requires the related Mortgagor to submit to arbitration
     to resolve any dispute arising out of or relating in any way to the
Mortgage Loan transaction.                                    

EX-4 9th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 9th
SCHEDULE III-A

 Mortgage Loan Identification Number
6000174123
6000177941
1000267679
5000160814
6000175448
6000177982
7000155071
7000163688
6000175384
8000059112
1000255805
1000258131
1000259042
1000268767
1000270146
1000271574
1000272363
1000274734
1000275089
1000275448
1000276488
1000278005
5000159335
5000166324
5000169714
5000169739
5000171385
5000172654
5000172815
5000173077
5000173107
5000173223
5000173601
5000175637
5000175679
5000176080
6000161525
6000166932
6000167686
6000170901
6000176510
6000176954
6000177234
6000177265
6000177363
6000179493
7000152366
7000158450
7000158537
7000158691
7000162135
7000163089
7000163295
7000165231
7000165256
7000165304
7000166524
7000166624
8000043902
8000051442
8000051794
8000054268
8000058426
8000058808
8000060009
8000060382
8000060497
8000060555
8000060654
1000268940
6000179042
1000273049
5000166893
5000173255
7000165227
7000165298
1000276754
7000155594
1000259931
5000158100
5000163189
5000172197
6000165864
6000177941
6000179431
6000180875
8000055692
8000056814
8000056836
8000058565
8000060690
8000061304
8000061708
5000169390
5000170810
8000049965
8000054290
8000060773
8000061598
7000155594
1000270642
6000165264
6000167258
8000058890
7000155071

EX-4 10th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 10th
SCHEDULE III-B

 Mortgage Loan Identification Number
7000166332
5000175027
5000174817
7000166349
5000175911
6000178927
7000163464
5000175960
7000166624
5000172845
1000276025
1000276067
5000169654
6000179493
7000162985
5000175637
6000178593
6000175384
1000275606
7000163908
5000169818
7000165029
6000179560
6000179573
5000173107
6000180440
5000169340
7000167291
6000180614
6000171632
7000166172
7000165294
6000177234
1000264163
1000274546
7000164588
1000276416
5000176867
8000060382
5000173456
6000179958
6000179894
1000270194
5000171477
6000181566
7000166226
1000275089
1000271614
6000178354
8000059022
7000159869
5000165682
6000172464
5000174602
6000179387
6000176198
1000269837
7000158023
1000273469
8000057642
8000061733
6000177550
1000272956
1000277927
8000061868
7000162263
6000181295
6000177941

EX-4 11th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 11th
 SCHEDULE IV

 Mortgage Pass-Through Certificates,
 Series 2006-FR1

Representations and Warranties as to the Responsible Party
----------------------------------------------------------

              The Responsible Party hereby makes the representations and
warranties set forth in this Schedule IV to the Depositor and the Trustee, as of
the Closing Date. Capitalized terms used in this Schedule but not defined in    
this Schedule have the meanings given to them in the Purchase Agreement.        

                  (a) Due Organization and Authority. The Responsible Party is a
California state-chartered industrial bank, validly existing, and in good       
standing under the laws of the State of California and has all licenses         
necessary to carry on its business as now being conducted and is licensed,      
qualified and in good standing in the states where the Mortgaged Property is    
located if the laws of such state require licensing or qualification in order to
conduct business of the type conducted by the Responsible Party. The Responsible
Party has corporate power and authority to execute and deliver this Agreement   
and to perform its obligations hereunder; the execution, delivery and           
performance of this Agreement (including all instruments of transfer to be      
delivered pursuant to this Agreement) by the Responsible Party and the          
consummation of the transactions contemplated hereby have been duly and validly 
authorized; this Agreement has been duly executed and delivered and constitutes 
the valid, legal, binding and enforceable obligation of the Responsible Party,  
except as enforceability may be limited by (i) bankruptcy, insolvency,          
liquidation, receivership, moratorium, reorganization or other similar laws     
affecting the enforcement of the rights of creditors and (ii) general principles
of equity, whether enforcement is sought in a proceeding in equity or at law.   
All requisite corporate action has been taken by the Responsible Party to make  
this Agreement valid and binding upon the Responsible Party in accordance with  
its terms;                                                                      

                (b) No Consent Required. No consent, approval, authorization
or order is required for the transactions contemplated by this Agreement from   
any court, governmental agency or body, or federal or state regulatory authority
having jurisdiction over the Responsible Party is required or, if required, such
consent, approval, authorization or order has been or will, prior to the Closing
Date, be obtained;                                                              

            (c) Ordinary Course of Business. The consummation of the
transactions contemplated by this Agreement are in the ordinary course of       
business of the Responsible Party, and the transfer, assignment and conveyance  
of the Mortgage Notes and the Mortgages by the Responsible Party pursuant to    
this Agreement are not subject to the bulk transfer or any similar statutory    
provisions in effect in any applicable jurisdiction;                            

                (d) No Conflicts. Neither the execution and delivery of this
Agreement, the acquisition or origination of the Mortgage Loans by the          
Responsible Party, the sale of the Mortgage Loans to the Purchaser, the         
consummation of the transactions contemplated hereby, nor the fulfillment of or 
compliance with the terms and conditions of this Agreement, will conflict with  
or result in a breach of any of the terms, conditions or provisions of the      
Responsible Party's charter, by-laws or other organizational documents or any   
legal restriction or any agreement or instrument to which the Responsible Party 
is now a party or by which it is bound, or constitute a default or result in an 
acceleration under any of the foregoing, or result in the violation of any law, 
rule, regulation, order, judgment or decree to which the Responsible Party or   
its property is subject, or result in the creation or imposition of any lien,   
charge or encumbrance that would have an adverse effect upon any of its         
properties pursuant to the terms of any mortgage, contract, deed of trust or    
other instrument, or impair the ability of the Purchaser to realize on the      
Mortgage Loans, impair the value of the Mortgage Loans, or impair the ability of
the Purchaser to realize the full amount of any insurance benefits accruing     
pursuant to this Agreement;                                                     

        (e) No Litigation Pending. There is no action, suit,
proceeding or investigation pending or threatened against the Responsible Party,
before any court, administrative agency or other tribunal asserting the         
invalidity of this Agreement, seeking to prevent the consummation of any of the 
transactions contemplated by this Agreement or which, either in any one instance
or in the aggregate, may result in any material adverse change in the business, 
operations, financial condition, properties or assets of the Responsible Party, 
or in any material impairment of the right or ability of the Responsible Party  
to carry on its business substantially as now conducted, or in any material     
liability on the part of the Responsible Party, or which would draw into        
question the validity of this Agreement or the Mortgage Loans or of any action  
taken or to be taken in connection with the obligations of the Responsible Party
contemplated herein, or which would be likely to impair materially the ability  
of the Responsible Party to perform under the terms of this Agreement;          

                (f) Ability to Perform; Solvency. The Responsible Party does
not believe, nor does it have any reason or cause to believe, that it cannot    
perform each and every covenant contained in this Agreement. The Responsible    
Party is solvent and the sale of the Mortgage Loans will not cause the          
Responsible Party to become insolvent. The sale of the Mortgage Loans is not    
undertaken with the intent to hinder, delay or defraud any of Responsible       
Party's creditors;                                                              

                (g) Responsible Party's Origination. The Responsible Party's
decision to originate any mortgage loan or to deny any mortgage loan application
is an independent decision based upon the Underwriting Guidelines, and is in no 
way made as a result of Purchaser's decision to purchase, or not to purchase, or
the price Purchaser may offer to pay for, any such mortgage loan, if originated;

             (h) Anti-Money Laundering Laws. The Responsible Party has
complied with all applicable anti-money laundering laws and regulations,        
including without limitation the USA Patriot Act of 2001 (collectively, the     
"Anti-Money Laundering Laws"); the Responsible Party has established an         
anti-money laundering compliance program as required by the Anti-Money          
Laundering Laws, has conducted the requisite due diligence in connection with   
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering 
Laws, including with respect to the legitimacy of the applicable Mortgagor and  
the origin of the assets used by the said Mortgagor to purchase the property in 
question, and maintains, and will maintain, sufficient information to identify  
the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;        

                 (i) Financial Statements. The Responsible Party has delivered
to the Purchaser financial statements as to its last three complete fiscal years
and any later quarter ended more than 60 days prior to the execution of the     
Purchase Agreement. All such financial statements fairly present the pertinent  
results of operations and changes in financial position for each of such periods
and the financial position at the end of each such period of the Responsible    
Party and its subsidiaries and have been prepared in accordance with generally  
accepted accounting principles consistently applied throughout the periods      
involved, except as set forth in the notes thereto. In addition, the Responsible
Party has delivered information as to its loan gain and loss experience in      
respect of foreclosures and its loan delinquency experience for the immediately 
preceding three-year period, in each case with respect to mortgage loans owned  
by it and such mortgage loans serviced for others during such period, and all   
such information so delivered shall be true and correct in all material         
respects. There has been no change in the business, operations, financial       
condition, properties or assets of the Responsible Party since the date of the  
Responsible Party's financial statements that would have a material adverse     
effect on its ability to perform its obligations under this Agreement;          

                (j) Selection Process. The Mortgage Loans were selected from
among the outstanding one- to four-family mortgage loans in the Responsible     
Party's portfolio at the Closing Date as to which the representations and       
warranties set forth in Schedule III could be made and such selection was not   
made in a manner so as intentionally to affect adversely the interests of the   
Purchaser;                                                                      

         (k) Delivery to the Custodian. The Mortgage Note, the
Mortgage, the Assignment of Mortgage and any other documents required to be     
delivered with respect to each Mortgage Loan pursuant to the Custodial          
Agreement, have been delivered to the Custodian all in compliance with the      
specific requirements of the Custodial Agreement. With respect to each Mortgage 
Loan, the Responsible Party or its designee will be in possession of a complete 
Mortgage File, except for such documents as will be delivered to the Trustee;   
and                                                                             

                (l) Sale Treatment. With respect to each Original Sale Date,
the Responsible Party reflected the transfer of the Mortgage Loans as a sale on 
its books and records.                                                          

EX-4 12th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 12th
SCHEDULE V

 Mortgage Pass-Through Certificates,
 Series 2006-FR1

Representations and Warranties of the Depositor as to the Mortgage Loans
------------------------------------------------------------------------

               The Depositor hereby makes the following representation and
warranty to the Trustee as of the Closing Date:                                 

                (a) No Mortgage Loan is a Mortgage Loan categorized as "High
Cost" or "Covered" pursuant to Appendix E of Standard & Poor's Glossary. No     
Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is   
governed by the Georgia Fair Lending Act.                                       

                  (b) Each loan at the time it was made complied in all material
respects with applicable local, state and federal laws, including, but not      
limited to, all applicable predatory and abusive lending laws.                  

EX-4 13th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 13th
EXHIBIT A 

To be added to the Class A-1 Certificates while such Certificates remain Private
Certificates. [IF THIS CERTIFICATE IS A PHYSICAL CERTIFICATE, NEITHER THIS      
CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED      
TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER (THE "TRANSFEROR LETTER")
IN THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE 
TRUSTEE RECEIVES A RULE 144A LETTER (THE "144A LETTER") IN THE FORM OF EXHIBIT I
TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF  
COUNSEL, DELIVERED AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE  
MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.         

IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE PROPOSED TRANSFEROR WILL BE
DEEMED TO HAVE MADE EACH OF THE CERTIFICATIONS SET FORTH IN THE TRANSFEROR      
LETTER AND THE PROPOSED TRANSFEREE WILL BE DEEMED TO HAVE MADE EACH OF THE      
CERTIFICATIONS SET FORTH IN THE RULE 144A LETTER, in each case as if such       
Certificate were evidenced by a Physical Certificate.                           

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.]                          

Unless this Certificate is presented by an authorized representative of the     
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued  
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY  
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.                                                                         

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN     
INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE      
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER       
ASSETS.                                                                         

AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER 
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE           
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT   
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY      
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR 
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION 
CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-8, PTCE 95-60 OR PTCE 96-23  
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.                          

Certificate No:                         A-1-[  ]                                
         A-2A-[  ]
         A-2B-[  ]
         A-2C-[  ]
        M-1-[  ]
        M-2-[  ]
        M-3-[  ]
        B-1-[  ]
        B-2-[  ]
        B-3-[  ]

Cut-off Date:                           February 1, 2006                        

First Distribution Date:                March 27, 2006                          

Initial Certificate Balance of this                                             
Certificate ("Denomination"):           $[                   ]                  
------------                                        

Initial Certificate Balances of all                                             
Certificates of this Class:             [A-1] [$304,468,000]                    
                     [A-2A] [$263,225,000]
                     [A-2B] [$101,030,000]
                    [A-2C] [$76,634,000]
                   [M-1] [$73,695,000]
                   [M-2] [$59,846,000]
                   [M-3] [$15,827,000]
                   [B-1] [$15,827,000]
                   [B-2] [$14,343,000]
                   [B-3] [$12,860,000]

CUSIP:                                  [A-1] [81375W JQ 0]                     
                    [A-2A] [81375W JR 8]
                    [A-2B] [81375W JS 6]
                    [A-2C] [81375W JT 4]
                   [M-1] [81375W JU 1]
                   [M-2] [81375W JV 9]
                   [M-3] [81375W JW 7]
                   [B-1] [81375W JX 5]
                   [B-2] [81375W JY 3]
                   [B-3] [81375W JZ 0]

ISIN:                                   [A-1] [US81375WJQ06]                    
                     [A-2A] [US81375WJR88]
                     [A-2B] [US81375WJS61]
                     [A-2C] [US81375WJT45]
                    [M-1] [US81375WJU18]
                    [M-2] [US81375WJV90]
                    [M-3] [US81375WJW73]
                    [B-1] [US81375WJX56]
                    [B-2] [US81375WJY30]
                    [B-3] [US81375WJZ05]

EX-4 14th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 14th
SECURITIZED ASSET BACKED RECEIVABLES LLC

 SABR Trust 2006-FR1
 Mortgage Pass-Through Certificates, Series 2006-FR1
[Class A-][Class M-][Class B-]

  evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class.                         

             Principal in respect of this Certificate is distributable
monthly as set forth herein. Accordingly, the Certificate Balance at any time   
may be less than the Certificate Balance as set forth herein. This Certificate  
does not evidence an obligation of, or an interest in, and is not guaranteed by 
the Depositor, the Responsible Party, the Servicer or the Trustee referred to   
below or any of their respective affiliates. Neither this Certificate nor the   
Mortgage Loans are guaranteed or insured by any governmental agency or          
instrumentality.                                                                

                 This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the     
denomination of this Certificate by the aggregate of the denominations of all   
Certificates of the Class to which this Certificate belongs) in certain monthly 
distributions pursuant to a Pooling and Servicing Agreement dated as of the     
Cut-off Date specified above (the "Agreement") among Securitized Asset Backed   
Receivables LLC, as depositor (the "Depositor"), HomEq Servicing Corporation, as
servicer (the "Servicer"), MortgageRamp, Inc., as loan performance advisor,     
Fremont Investment & Loan, as responsible party (the "Responsible Party"), and  
Wells Fargo Bank, National Association, as trustee (the "Trustee"). To the      
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

              Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

               This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually authenticated by an   
authorized signatory of the Trustee.                                            

 * * *

EX-4 15th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 15th
                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.                                                               

Dated:                                                                          

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   not in its individual capacity, but solely as
Trustee   

                               By_______________________________________________

Authenticated:                                                                  

By   ______________________________                                             
Authorized Signatory of                                               
WELLS FARGO BANK, NATIONAL ASSOCIATION,                               
not in its individual capacity,                                       
but solely as Trustee                                                 

EX-4 16th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 16th
SECURITIZED ASSET BACKED RECEIVABLES LLC

 Securitized Asset Backed Receivables LLC Trust 2006-FR1
Mortgage Pass-Through Certificates

         This Certificate is one of a duly authorized issue of
Certificates designated as Securitized Asset Backed Receivables LLC Trust       
2006-FR1 Mortgage Pass-Through Certificates, of the Series specified on the face
hereof (herein collectively called the "Certificates"), and representing a      
beneficial ownership interest in the Trust Fund created by the Agreement.       

                 The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Distribution     
Account for payment hereunder and that the Trustee is not liable to the         
Certificateholders for any amount payable under this Certificate or the         
Agreement or, except as expressly provided in the Agreement, subject to any     
liability under the Agreement.                                                  

                This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,  
duties and immunities of the Trustee.                                           

                  Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such day is not a Business Day, the   
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date applicable to each 
Distribution Date is the Business Day immediately preceding such Distribution   
Date; provided, however, that for any Definitive Certificates, the Record Date  
shall be the last Business Day of the month next preceding the month of such    
Distribution Date.                                                              

           Distributions on this Certificate shall be made by wire
transfer of immediately available funds to the account of the Holder hereof at a
bank or other entity having appropriate facilities therefor, if such            
Certificateholder shall have so notified the Trustee in writing at least five   
Business Days prior to the related Record Date and such Certificateholder shall 
satisfy the conditions to receive such form of payment set forth in the         
Agreement, or, if not, by check mailed by first class mail to the address of    
such Certificateholder appearing in the Certificate Register. The final         
distribution on each Certificate will be made in like manner, but only upon     
presentment and surrender of such Certificate at the offices designated by the  
Trustee for such purposes, or such other location specified in the notice to    
Certificateholders of such final distribution.                                  

          The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and          
obligations of the Trustee and the rights of the Certificateholders under the   
Agreement at any time by the Depositor, the Responsible Party, the Servicer and 
the Trustee with the consent of the Holders of Certificates affected by such    
amendment evidencing the requisite Percentage Interest, as provided in the      
Agreement. Any such consent by the Holder of this Certificate shall be          
conclusive and binding on such Holder and upon all future Holders of this       
Certificate and of any Certificate issued upon the transfer hereof or in        
exchange therefor or in lieu hereof whether or not notation of such consent is  
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

       As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable  
in the Certificate Register of the Trustee upon surrender of this Certificate   
for registration of transfer at the offices designated by the Trustee for such  
purposes, accompanied by a written instrument of transfer in form satisfactory  
to the Trustee duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations and evidencing the same aggregate Percentage  
Interest in the Trust Fund will be issued to the designated transferee or       
transferees.                                                                    

                 The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

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

                The Depositor and the Trustee and any agent of the Depositor
or the Trustee may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,   
nor any such agent shall be affected by any notice to the contrary.             

          On any Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 10% of the     
Cut-off Date Pool Principal Balance, the Servicer will have the option to       
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all  
property acquired in respect of the Mortgage Loans at a purchase price          
determined as provided in the Agreement. The obligations and responsibilities   
created by the Agreement will terminate as provided in Section 9.01 of the      
Agreement.                                                                      

               Any term used herein that is defined in the Agreement shall
have the meaning assigned in the Agreement, and nothing herein shall be deemed  
inconsistent with that meaning.                                                 

EX-4 17th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 17th
ASSIGNMENT
----------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)   
unto ___________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

                I (We) further direct the Trustee to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such  
Certificate to the following address:                                           
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number __________, or, if mailed by check, to ___________. Applicable   
statements should be mailed to                                                  
___________________________________________________________,                    
________________________________________________________________________________

                  This information is provided by______________________________,
the assignee named above, or __________________________________________________,
as its agent.                                                                   

EX-4 18th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 18th
EXHIBIT B 

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER IN THE FORM OF  
EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE TRUSTEE        
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED  
TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE  
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION  
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                                   

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE       
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR A    
PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR
PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON
INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT    
SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF  
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY  
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,   
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.          

Certificate No.                       :                P-1                      
Cut-off Date                          :                February 1, 2006         
First Distribution Date               :                March 27, 2006           
Percentage Interest of this                                                     
Certificate ("Denomination")          :                [___]%                   
------------                                        

EX-4 19th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 19th
SECURITIZED ASSET BACKED RECEIVABLES LLC

 SABR Trust 2006-FR1
 Mortgage Pass-Through Certificates, Series 2006-FR1

 Class P

  evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class.                         

                  Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Certificate does not evidence an obligation   
of, or an interest in, and is not guaranteed by the Depositor, the Responsible  
Party, the Servicer or the Trustee referred to below or any of their respective 
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or   
insured by any governmental agency or instrumentality.                          

                  This certifies that __________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing  
the denomination of this Certificate by the aggregate of the denominations of   
all Certificates of the Class to which this Certificate belongs) in certain     
monthly distributions pursuant to a Pooling and Servicing Agreement dated as of 
the Cut-off Date specified above (the "Agreement") among Securitized Asset      
Backed Receivables LLC, as depositor (the "Depositor"), HomEq Servicing         
Corporation, as servicer (the "Servicer"), MortgageRamp, Inc., as loan          
performance advisor, Fremont Investment & Loan, as responsible party (the       
"Responsible Party"), and Wells Fargo Bank, National Association, as trustee    
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

                  This Certificate does not have a Pass-Through Rate and will be
entitled to distributions only to the extent set forth in the Agreement. In     
addition, any distribution of the proceeds of any remaining assets of the Trust 
will be made only upon presentment and surrender of this Certificate at the     
offices designated by the Trustee for such purpose, or the office or agency     
maintained by the Trustee.                                                      

            No transfer of a Certificate of this Class shall be made
unless such disposition is exempt from the registration requirements of the     
Securities Act of 1933, as amended (the "1933 Act"), and any applicable state   
securities laws or is made in accordance with the 1933 Act and such laws. In the
event of any such transfer, the Trustee shall require the transferor to execute 
a transferor certificate (in substantially the form attached to the Pooling and 
Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case  
substantially in the form attached to the Agreement, or (ii) a written Opinion  
of Counsel to the Trustee that such transfer may be made pursuant to an         
exemption, describing the applicable exemption and the basis therefor, from the 
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel    
shall be an expense of the transferor.                                          

            No transfer of a Certificate of this Class shall be made
unless the Trustee shall have received a representation letter from the         
transferee of such Certificate, acceptable to and in form and substance         
satisfactory to the Trustee, to the effect that such transferee is not an       
employee benefit plan subject to Section 406 of ERISA, Section 4975 of the Code 
or any materially similar provisions of applicable federal, state or local law  
("Similar Law"), or a person acting on behalf of or investing plan assets of any
such plan, which representation letter shall not be an expense of the Trustee.  

              Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

               This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually authenticated by an   
authorized signatory of the Trustee.                                            

 * * *

EX-4 20th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 20th
                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.                                                               

Dated:                                                                          

               WELLS FARGO BANK, NATIONAL ASSOCIATION,
                             not in its individual capacity, but solely as
Trustee         

                            By__________________________________________________

Authenticated:                                                                  

By   _____________________________________________________                      
Authorized Signatory                                                  
of WELLS FARGO BANK, NATIONAL ASSOCIATION,                            
not in its individual capacity,                                       
but solely as Trustee                                                 

EX-4 21st “Page” of 65 TOC 1st Previous Next ↓Bottom Just 21st
SECURITIZED ASSET BACKED RECEIVABLES LLC

 Securitized Asset Backed Receivables LLC Trust 2006-FR1
Mortgage Pass-Through Certificates

         This Certificate is one of a duly authorized issue of
Certificates designated as Securitized Asset Backed Receivables LLC Trust       
2006-FR1 Mortgage Pass-Through Certificates, of the Series specified on the face
hereof (herein collectively called the "Certificates"), and representing a      
beneficial ownership interest in the Trust Fund created by the Agreement.       

                 The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Distribution     
Account for payment hereunder and that the Trustee is not liable to the         
Certificateholders for any amount payable under this Certificate or the         
Agreement or, except as expressly provided in the Agreement, subject to any     
liability under the Agreement.                                                  

                This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,  
duties and immunities of the Trustee.                                           

                  Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,  
the Business Day immediately following (the "Distribution Date"), commencing on 
the first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date applicable to each 
Distribution Date is the last Business Day of the month next preceding the month
of such Distribution Date.                                                      

           Distributions on this Certificate shall be made by wire
transfer of immediately available funds to the account of the Holder hereof at a
bank or other entity having appropriate facilities therefor, if such            
Certificateholder shall have so notified the Trustee in writing at least five   
Business Days prior to the related Record Date and such Certificateholder shall 
satisfy the conditions to receive such form of payment set forth in the         
Agreement, or, if not, by check mailed by first class mail to the address of    
such Certificateholder appearing in the Certificate Register. The final         
distribution on each Certificate will be made in like manner, but only upon     
presentment and surrender of such Certificate at the offices designated by the  
Trustee for such purposes or such other location specified in the notice to     
Certificateholders of such final distribution.                                  

          The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and          
obligations of the Trustee and the rights of the Certificateholders under the   
Agreement at any time by the Depositor, the Servicer, the Responsible Party and 
the Trustee with the consent of the Holders of Certificates affected by such    
amendment evidencing the requisite Percentage Interest, as provided in the      
Agreement. Any such consent by the Holder of this Certificate shall be          
conclusive and binding on such Holder and upon all future Holders of this       
Certificate and of any Certificate issued upon the transfer hereof or in        
exchange therefor or in lieu hereof whether or not notation of such consent is  
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

       As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable  
in the Certificate Register of the Trustee upon surrender of this Certificate   
for registration of transfer at the offices designated by the Trustee for such  
purposes or the office or agency maintained by the Trustee in Minnesota,        
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee duly executed by the holder hereof or such holder's attorney duly       
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations and evidencing the same aggregate Percentage  
Interest in the Trust Fund will be issued to the designated transferee or       
transferees.                                                                    

                 The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

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

                The Depositor and the Trustee and any agent of the Depositor
or the Trustee may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,   
nor any such agent shall be affected by any notice to the contrary.             

          On any Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 10% of the     
Cut-off Date Pool Principal Balance, the Servicer will have the option to       
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all  
property acquired in respect of the Mortgage Loans at a purchase price          
determined as provided in the Agreement. The obligations and responsibilities   
created by the Agreement will terminate as provided in Section 9.01 of the      
Agreement.                                                                      

               Any term used herein that is defined in the Agreement shall
have the meaning assigned in the Agreement, and nothing herein shall be deemed  
inconsistent with that meaning.                                                 

EX-4 22nd “Page” of 65 TOC 1st Previous Next ↓Bottom Just 22nd
ASSIGNMENT
----------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)   
unto ___________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

                I (We) further direct the Trustee to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such  
Certificate to the following address:                                           
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number __________, or, if mailed by check, to ___________. Applicable   
statements should be mailed to                                                  
___________________________________________________________,                    
________________________________________________________________________________

                  This information is provided by______________________________,
the assignee named above, or __________________________________________________,
as its agent.                                                                   

EX-4 23rd “Page” of 65 TOC 1st Previous Next ↓Bottom Just 23rd
EXHIBIT C 

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL    
INTEREST" IN FOUR "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED (I) TO A    
PERSON OTHER THAN A PERMITTED TRANSFEREE IN COMPLIANCE WITH SECTION 5.02(C) OF  
THE AGREEMENT OR (II) UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE A           
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE     
BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT  
OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR 
A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR 
LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS
OF SUCH A PLAN. IN THE EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR ANY       
ATTEMPT IS MADE TO TRANSFER TO A PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF  
ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR  
LAW, OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE  
ASSETS OF ANY SUCH PLAN OR ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION  
SHALL BE VOID AND OF NO EFFECT.                                                 

Certificate No.                          :              R-1                     
Cut-off Date                             :              February 1, 2006        
First Distribution Date                  :              March 27, 2006          
Percentage Interest of this              :                                      
Certificate ("Denomination")                            100%                    

EX-4 24th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 24th
SECURITIZED ASSET BACKED RECEIVABLES LLC

 Securitized Asset Backed Receivables LLC Trust 2006-FR1
 Mortgage Pass-Through Certificates, Series 2006-FR1

 Class R

  evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class.                         

                 Distributions in respect of this Certificate is distributable
monthly as set forth herein. This Class R Certificate has no Certificate Balance
and is not entitled to distributions in respect of principal or interest. This  
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Servicer, the Responsible Party or the Trustee 
referred to below or any of their respective affiliates. Neither this           
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.                                                      

                  This certifies that ________________________ is the registered
owner of the Percentage Interest specified above of any monthly distributions   
due to the Class R Certificates pursuant to a Pooling and Servicing Agreement   
dated as of the Cut-off Date specified above (the "Agreement") among Securitized
Asset Backed Receivables LLC, as depositor (the "Depositor"), HomEq Servicing   
Corporation, as servicer (the "Servicer"), MortgageRamp, Inc., as loan          
performance advisor, Fremont Investment & Loan, as responsible party (the       
"Responsible Party"), and Wells Fargo Bank, National Association, as trustee    
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

               Any distribution of the proceeds of any remaining assets of
the Trust Fund will be made only upon presentment and surrender of this Class R 
Certificate at the offices designated by the Trustee for such purposes or the   
office or agency maintained by the Trustee in New York, New York.               

                 No transfer of a Class R Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such 
Certificate, acceptable to and in form and substance satisfactory to the        
Trustee, to the effect that such transferee is not an employee benefit plan or  
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to   
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or 
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such  
representation is violated, or any attempt is made to transfer to a plan or     
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any  
such plan or arrangement or using the assets of any such plan or arrangement,   
such attempted transfer or acquisition shall be void and of no effect.          

                  Each Holder of this Class R Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R Certificate to  
have agreed to be bound by the following provisions, and the rights of each     
Person acquiring any Ownership Interest in this Class R Certificate are         
expressly subject to the following provisions: (i) each Person holding or       
acquiring any Ownership Interest in this Class R Certificate shall be a         
Permitted Transferee and shall promptly notify the Trustee of any change or     
impending change in its status as a Permitted Transferee, (ii) no Ownership     
Interest in this Class R Certificate may be registered on the Closing Date or   
thereafter transferred, and the Trustee shall not register the Transfer of this 
Certificate unless, in addition to the certificates required to be delivered to 
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been 
furnished with a Transfer Affidavit of the initial owner or the proposed        
transferee in the form attached as Exhibit G to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class R Certificate shall   
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class R Certificate, (B)
to obtain a Transfer Affidavit from any Person for whom such Person is acting as
nominee, trustee or agent in connection with any Transfer of this Class R       
Certificate, (C) not to cause income with respect to the Class R Certificate to 
be 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 and (D) not to Transfer the Ownership Interest in this Class R           
Certificate or to cause the Transfer of the Ownership Interest in this Class R  
Certificate to any other Person if it has actual knowledge that such Person is a
Non-Permitted Transferee and (iv) any attempted or purported Transfer of the    
Ownership Interest in this Class R Certificate in violation of the provisions   
herein shall be absolutely null and void and shall vest no rights in the        
purported Transferee.                                                           

              Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

               This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually authenticated by an   
authorized signatory of the Trustee.                                            

 * * *

EX-4 25th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 25th
                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.                                                               

Dated:                                                                          

               WELLS FARGO BANK, NATIONAL ASSOCIATION,
                             not in its individual capacity, but solely as
Trustee         

                            By: ________________________________________________

Authenticated:                                                                  

By:  _____________________________________________________                      
Authorized Signatory of                                               
WELLS FARGO BANK, NATIONAL ASSOCIATION,                               
not in its individual capacity,                                       
but solely as Trustee                                                 

EX-4 26th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 26th
SECURITIZED ASSET BACKED RECEIVABLES LLC

 Securitized Asset Backed Receivables LLC Trust 2006-FR1
Mortgage Pass-Through Certificates

         This Certificate is one of a duly authorized issue of
Certificates designated as Securitized Asset Backed Receivables LLC Trust       
2006-FR1 Mortgage Pass-Through Certificates, of the Series specified on the face
hereof (herein collectively called the "Certificates"), and representing a      
beneficial ownership interest in the Trust Fund created by the Agreement.       

                 The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Distribution     
Account for payment hereunder and that the Trustee is not liable to the         
Certificateholders for any amount payable under this Certificate or the         
Agreement or, except as expressly provided in the Agreement, subject to any     
liability under the Agreement.                                                  

                This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,  
duties and immunities of the Trustee.                                           

                  Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such day is not a Business Day, the   
Business Day immediately following (the "Distribution Date"), commencing on the 
first Distribution Date specified on the face hereof, to the Person in whose    
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date applicable to each 
Distribution Date is the last Business Day of the month next preceding the month
of such Distribution Date.                                                      

           Distributions on this Certificate shall be made by wire
transfer of immediately available funds to the account of the Holder hereof at a
bank or other entity having appropriate facilities therefor, if such            
Certificateholder shall have so notified the Trustee in writing at least five   
Business Days prior to the related Record Date and such Certificateholder shall 
satisfy the conditions to receive such form of payment set forth in the         
Agreement, or, if not, by check mailed by first class mail to the address of    
such Certificateholder appearing in the Certificate Register. The final         
distribution on each Certificate will be made in like manner, but only upon     
presentment and surrender of such Certificate at the offices designated by the  
Trustee for such purposes or such other location specified in the notice to     
Certificateholders of such final distribution.                                  

          The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and          
obligations of the Trustee and the rights of the Certificateholders under the   
Agreement at any time by the Depositor, the Servicer, the Responsible Party and 
the Trustee with the consent of the Holders of Certificates affected by such    
amendment evidencing the requisite Percentage Interest, as provided in the      
Agreement. Any such consent by the Holder of this Certificate shall be          
conclusive and binding on such Holder and upon all future Holders of this       
Certificate and of any Certificate issued upon the transfer hereof or in        
exchange therefor or in lieu hereof whether or not notation of such consent is  
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

       As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable  
in the Certificate Register of the Trustee upon surrender of this Certificate   
for registration of transfer at the offices designated by the Trustee for such  
purposes or the office or agency maintained by the Trustee in Minnesota,        
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee duly executed by the holder hereof or such holder's attorney duly       
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations and evidencing the same aggregate Percentage  
Interest in the Trust Fund will be issued to the designated transferee or       
transferees.                                                                    

                 The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

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

                The Depositor and the Trustee and any agent of the Depositor
or the Trustee may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,   
nor any such agent shall be affected by any notice to the contrary.             

          On any Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 10% of the     
Cut-off Date Pool Principal Balance, the Servicer will have the option to       
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all  
property acquired in respect of the Mortgage Loans at a purchase price          
determined as provided in the Agreement. The obligations and responsibilities   
created by the Agreement will terminate as provided in Section 9.01 of the      
Agreement.                                                                      

               Any term used herein that is defined in the Agreement shall
have the meaning assigned in the Agreement, and nothing herein shall be deemed  
inconsistent with that meaning.                                                 

EX-4 27th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 27th
ASSIGNMENT
----------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)   
unto ___________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

                I (We) further direct the Trustee to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such  
Certificate to the following address:                                           
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number __________, or, if mailed by check, to ____________. Applicable  
statements should be mailed to                                                  
_______________________________________________________________________________,
________________________________________________________________________________

                  This information is provided by______________________________,
the assignee named above, or __________________________________________________,
as its agent.                                                                   

EX-4 28th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 28th
EXHIBIT D 

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN     
INTEREST IN TWO "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT       
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER    
ASSETS.                                                                         

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER IN THE FORM OF  
EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE TRUSTEE        
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED  
TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE  
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION  
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                                   

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT 
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE  
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL,   
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING          
PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN 
ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A         
REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND    
THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I  
AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT       
PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR 
SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE TRUSTEE OR THE SERVICER TO  
ANY OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THE AGREEMENT OR TO 
ANY LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY        
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT   
PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW       
WITHOUT THE REPRESENTATION LETTER OR OPINION OF COUNSEL AS DESCRIBED ABOVE SHALL
BE VOID AND OF NO EFFECT.                                                       

Certificate No.                            :            X-1                     
Cut-off Date                               :            February 1, 2006        
First Distribution Date                    :            March 27, 2006          
Percentage Interest of this Certificate                                         
("Denomination")                           :            [___]%                  

EX-4 29th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 29th
SECURITIZED ASSET BACKED RECEIVABLES LLC

 Securitized Asset Backed Receivables LLC Trust 2006-FR1
 Mortgage Pass-Through Certificates, Series 2006-FR1

 Class X

  evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class.                         

                  Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Certificate does not evidence an obligation   
of, or an interest in, and is not guaranteed by the Depositor, the Servicer, the
Responsible Party or the Trustee referred to below or any of their respective   
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or   
insured by any governmental agency or instrumentality.                          

              This certifies that ____________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by     
dividing the denomination of this Certificate by the aggregate of the           
denominations of all Certificates of the Class to which this Certificate        
belongs) in certain monthly distributions pursuant to a Pooling and Servicing   
Agreement dated as of the Cut-off Date specified above (the "Agreement") among  
Securitized Asset Backed Receivables LLC, as depositor (the "Depositor"),       
Fremont Investment & Loan, as responsible party (the "Responsible Party"), HomEq
Servicing Corporation, as servicer (the "Servicer"), MortgageRamp, Inc., as loan
performance advisor, and Wells Fargo Bank, National Association, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein 
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

                  This Certificate does not have a Pass-Through Rate and will be
entitled to distributions only to the extent set forth in the Agreement. In     
addition, any distribution of the proceeds of any remaining assets of the Trust 
will be made only upon presentment and surrender of this Certificate at the     
offices designated by the Trustee for such purposes or the office or agency     
maintained by the Trustee.                                                      

            No transfer of a Certificate of this Class shall be made
unless such disposition is exempt from the registration requirements of the     
Securities Act of 1933, as amended (the "1933 Act"), and any applicable state   
securities laws or is made in accordance with the 1933 Act and such laws. In the
event of any such transfer, the Trustee shall require the transferor to execute 
a transferor certificate (in substantially the form attached to the Pooling and 
Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case  
substantially in the form attached to the Agreement, or (ii) a written Opinion  
of Counsel to the Trustee that such transfer may be made pursuant to an         
exemption, describing the applicable exemption and the basis therefor, from the 
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel    
shall be an expense of the transferor.                                          

              Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

               This Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually authenticated by an   
authorized signatory of the Trustee.                                            

 * * *

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                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.                                                               

Dated:                                                                          

               WELLS FARGO BANK, NATIONAL ASSOCIATION,
                             not in its individual capacity, but solely as
Trustee         

                            By:_________________________________________________

Authenticated:                                                                  

By:  _____________________________________________________                      
Authorized Signatory of                                               
WELLS FARGO BANK, NATIONAL ASSOCIATION,                               
not in its individual capacity,                                       
but solely as Trustee                                                 

EX-4 31st “Page” of 65 TOC 1st Previous Next ↓Bottom Just 31st
SECURITIZED ASSET BACKED RECEIVABLES LLC

 Securitized Asset Backed Receivables LLC Trust 2006-FR1
Mortgage Pass-Through Certificates

         This Certificate is one of a duly authorized issue of
Certificates designated as Securitized Asset Backed Receivables LLC Trust       
2006-FR1 Mortgage Pass-Through Certificates, of the Series specified on the face
hereof (herein collectively called the "Certificates"), and representing a      
beneficial ownership interest in the Trust Fund created by the Agreement.       

                 The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the funds on deposit in the Distribution     
Account for payment hereunder and that the Trustee is not liable to the         
Certificateholders for any amount payable under this Certificate or the         
Agreement or, except as expressly provided in the Agreement, subject to any     
liability under the Agreement.                                                  

                This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,  
duties and immunities of the Trustee.                                           

                  Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,  
the Business Day immediately following (the "Distribution Date"), commencing on 
the first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable  
Record Date in an amount equal to the product of the Percentage Interest        
evidenced by this Certificate and the amount required to be distributed to      
Holders of Certificates of the Class to which this Certificate belongs on such  
Distribution Date pursuant to the Agreement. The Record Date applicable to each 
Distribution Date is the last Business Day of the month next preceding the month
of such Distribution Date.                                                      

           Distributions on this Certificate shall be made by wire
transfer of immediately available funds to the account of the Holder hereof at a
bank or other entity having appropriate facilities therefor, if such            
Certificateholder shall have so notified the Trustee in writing at least five   
Business Days prior to the related Record Date and such Certificateholder shall 
satisfy the conditions to receive such form of payment set forth in the         
Agreement, or, if not, by check mailed by first class mail to the address of    
such Certificateholder appearing in the Certificate Register. The final         
distribution on each Certificate will be made in like manner, but only upon     
presentment and surrender of such Certificate at the offices designated by the  
Trustee for such purposes or such other location specified in the notice to     
Certificateholders of such final distribution.                                  

          The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and          
obligations of the Trustee and the rights of the Certificateholders under the   
Agreement at any time by the Depositor, the Servicer, the Responsible Party and 
the Trustee with the consent of the Holders of Certificates affected by such    
amendment evidencing the requisite Percentage Interest, as provided in the      
Agreement. Any such consent by the Holder of this Certificate shall be          
conclusive and binding on such Holder and upon all future Holders of this       
Certificate and of any Certificate issued upon the transfer hereof or in        
exchange therefor or in lieu hereof whether or not notation of such consent is  
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

       As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable  
in the Certificate Register of the Trustee upon surrender of this Certificate   
for registration of transfer at the offices designated by the Trustee for such  
purposes or the office or agency maintained by the Trustee in Minnesota,        
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee duly executed by the holder hereof or such holder's attorney duly       
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations and evidencing the same aggregate Percentage  
Interest in the Trust Fund will be issued to the designated transferee or       
transferees.                                                                    

                 The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

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

                The Depositor and the Trustee and any agent of the Depositor
or the Trustee may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,   
nor any such agent shall be affected by any notice to the contrary.             

          On any Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 10% of the     
Cut-off Date Pool Principal Balance, the Servicer will have the option to       
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and all  
property acquired in respect of the Mortgage Loans at a purchase price          
determined as provided in the Agreement. The obligations and responsibilities   
created by the Agreement will terminate as provided in Section 9.01 of the      
Agreement.                                                                      

               Any term used herein that is defined in the Agreement shall
have the meaning assigned in the Agreement, and nothing herein shall be deemed  
inconsistent with that meaning.                                                 

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ASSIGNMENT
----------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)   
unto ___________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust Fund.                                  

                I (We) further direct the Trustee to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such  
Certificate to the following address:                                           
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number __________, or, if mailed by check, to ____________. Applicable  
statements should be mailed to                                                  
_______________________________________________________________________________,
________________________________________________________________________________

                  This information is provided by______________________________,
the assignee named above, or __________________________________________________,
as its agent.                                                                   

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EXHIBIT E 

FORM OF INITIAL CERTIFICATION OF TRUSTEE

[date]

Securitized Asset Backed Receivables LLC                                        
200 Park Avenue                                                                 
New York, New York  10166                                                       

HomEq Servicing Corporation                                                     
4837 Watt Avenue                                                                
North Highlands, California 95660-5101                                          

            Re:   Pooling and Servicing Agreement, dated as of February 1, 2006,
             by and among Securitized Asset Backed Receivables LLC, as
               Depositor, Fremont Investment & Loan, as Responsible Party,
                 HomEq Servicing Corporation, as Servicer, MortgageRamp, Inc.,
               as Loan Performance Advisor, and Wells Fargo Bank, National
                 Association, as Trustee, Securitized Asset Backed Receivables
                 LLC Trust 2006-FR1 Mortgage Pass-Through Certificates, Series
2006-FR1                                    

Ladies and Gentlemen:                                                           

                  In accordance with Section 2.02 of the above-captioned Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), for each       
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
listed in the attached schedule), it has received:                              

               (i) the original Mortgage Note, endorsed as provided in the
 following form: "Pay to the order of ________, without recourse"; and

                 (ii) a duly executed assignment of the Mortgage (which may be
included in a blanket assignment or assignments).                   

          Based on its review and examination and only as to the
foregoing documents, such documents appear regular on their face and related to 
such Mortgage Loan.                                                             

          The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically        
required in the Pooling and Servicing Agreement. The Trustee makes no           
representations as to: (i) the validity, legality, sufficiency, enforceability  
or genuineness of any of the documents contained in each Mortgage File of any of
the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the        
collectability, insurability, effectiveness or suitability of any such Mortgage 
Loan.                                                                           

            Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.    

               WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee      

                            By:_________________________________________________
                            Name:_______________________________________________
                            Title:______________________________________________

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EXHIBIT F 

FORM OF DOCUMENT CERTIFICATION
 AND EXCEPTION REPORT OF TRUSTEE

[date]

Securitized Asset Backed Receivables LLC                                        
200 Park Avenue                                                                 
New York, New York  10166                                                       

HomEq Servicing Corporation                                                     
4837 Watt Avenue                                                                
North Highlands, California 95660-5101                                          

            Re:   Pooling and Servicing Agreement, dated as of February 1, 2006,
                 among Securitized Asset Backed Receivables LLC, as Depositor,
                 HomEq Servicing Corporation, as Servicer, MortgageRamp, Inc.,
               as Loan Performance Advisor, Fremonth Investment & Loan, as
                  Responsible Party, and Wells Fargo Bank, National Association,
              as Trustee, Securitized Asset Backed Receivables LLC Trust
                2006-FR1 Mortgage Pass-Through Certificates, Series 2006-FR1

Ladies and Gentlemen:                                                           

                  In accordance with Section 2.02 of the above-captioned Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), the            
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed  
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or     
listed on the attached Document Exception Report) it has received:              

                 (i) The original Mortgage Note, endorsed in the form provided
in Section 2.01 of the Pooling and Servicing Agreement, with all    
     intervening endorsements showing a complete chain of endorsement from the
originator to the last endorsee.                                    

(ii) The original recorded Mortgage.        

                (iii) A duly executed assignment of the Mortgage in the form
   provided in Section 2.01 of the Pooling and Servicing Agreement; or, if
   the Responsible Party has certified or the Trustee otherwise knows that
    the related Mortgage has not been returned from the applicable recording
      office, a copy of the assignment of the Mortgage (excluding information to
be provided by the recording office).                               

                  (iv) The original or duplicate original recorded assignment or
   assignments of the Mortgage showing a complete chain of assignment from
the originator to the last endorsee.                                

                (v) The original or duplicate original lender's title policy
and all riders thereto or, any one of an original title binder, an  
   original preliminary title report or an original title commitment, or a
copy thereof certified by the title company.                        

          Based on its review and examination and only as to the
foregoing documents, (a) such documents appear regular on their face and related
to such Mortgage Loan, and (b) the information set forth in items (1), (2), (3),
(15), (22) and (30) of the Data Tape Information accurately reflects information
set forth in the Custodial File.                                                

          The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review of the Custodial    
File specifically required in the Pooling and Servicing Agreement. The Trustee  
makes no representations as to: (i) the validity, legality, sufficiency,        
enforceability or genuineness of any of the documents contained in each Mortgage
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or  
(ii) the collectability, insurability, effectiveness or suitability of any such 
Mortgage Loan. Notwithstanding anything herein to the contrary, the Trustee has 
made no determination and makes no representations as to whether (i) any        
endorsement is sufficient to transfer all right, title and interest of the party
so endorsing, as Noteholder or assignee thereof, in and to that Mortgage Note or
(ii) any assignment is in recordable form or sufficient to effect the assignment
of and transfer to the assignee thereof, under the Mortgage to which the        
assignment relates.                                                             

            Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.    

               WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee      

                            By:_________________________________________________
                            Name:_______________________________________________
                            Title:______________________________________________

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EXHIBIT G 

 RESIDUAL TRANSFER AFFIDAVIT

Securitized Asset Backed Receivables LLC Trust 2006-FR1,
 Mortgage Pass-Through Certificates, Series 2006-FR1

STATE OF                            )                                           
)   ss.:
COUNTY OF                           )                                           

                The undersigned, being first duly sworn, deposes and says as
follows:                                                                        

                1. The undersigned is an officer of ___________________, the
proposed Transferee of an Ownership Interest in a Class R Certificate (the      
"Certificate") issued pursuant to the Pooling and Servicing Agreement (the      
"Agreement"), relating to the above-referenced Series, by and among Securitized 
Asset Backed Receivables LLC, as depositor (the "Depositor"), HomEq Servicing   
Corporation, as Servicer, MortgageRamp, Inc., as Loan Performance Advisor,      
Fremont investment & Loan, as Responsible Party, and Wells Fargo Bank, National 
Association, as Trustee. Capitalized terms used, but not defined herein, shall  
have the meanings ascribed to such terms in the Agreement. The Transferee has   
authorized the undersigned to make this affidavit on behalf of the Transferee   
for the benefit of the Depositor and the Trustee.                               

                2. The Transferee is, as of the date hereof, and will be, as
of the date of the Transfer, a Permitted Transferee. The Transferee is acquiring
its Ownership Interest in the Certificate for its own account. The Transferee   
has no knowledge that any such affidavit is false.                              

               3. The Transferee has been advised of, and understands that
(i) a tax will be imposed on Transfers of the Certificate to Persons that are   
Non-Permitted Transferees; (ii) such tax will be imposed on the transferor, or, 
if such Transfer is through an agent (which includes a broker, nominee or       
middleman) for a Person that is a Non-Permitted Transferee, on the agent; and   
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that 
such subsequent Transferee is a Permitted Transferee and, at the time of        
Transfer, such Person does not have actual knowledge that the affidavit is      
false.                                                                          

                 4. The Transferee has been advised of, and understands that a
tax will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is a      
Non-Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with    
respect to which the record holder furnishes to the pass-through entity an      
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this   
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,   
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another     
Person.)                                                                        

            5. The Transferee has reviewed the provisions of Section
5.02(c) of the Agreement and understands the legal consequences of the          
acquisition of an Ownership Interest in the Certificate including, without      
limitation, the restrictions on subsequent Transfers and the provisions         
regarding voiding the Transfer and mandatory sales. The Transferee expressly    
agrees to be bound by and to abide by the provisions of Section 5.02(c) of the  
Agreement and the restrictions noted on the face of the Certificate. The        
Transferee understands and agrees that any breach of any of the representations 
included herein shall render the Transfer to the Transferee contemplated hereby 
null and void.                                                                  

                 6. The Transferee agrees to require a Transfer Affidavit from
any Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the   
Transferee is acting as nominee, trustee or agent, and the Transferee will not  
Transfer its Ownership Interest or cause any Ownership Interest to be           
Transferred to any Person that the Transferee knows is a Non-Permitted          
Transferee. In connection with any such Transfer by the Transferee, the         
Transferee agrees to deliver to the Trustee a certificate substantially in the  
form set forth as Exhibit H to the Agreement (a "Transferor Certificate") to the
effect that, among other things, such Transferee has no actual knowledge that   
the Person to which the Transfer is to be made is a Non-Permitted Transferee.   

               7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to 
the Certificate. The Transferee has historically paid its debts as they have    
come due and intends to pay its debts as they come due in the future. The       
Transferee intends to pay all taxes due with respect to the Certificate as they 
become due.                                                                     

         8. The Transferee's taxpayer identification number is
__________.                                                                     

              9. The Transferee is not a Disqualified Non-U.S. Person as
defined in the Agreement.                                                       

             10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury         
regulations promulgated pursuant to the Code and that the transferor of a       
noneconomic residual interest will remain liable for any taxes due with respect 
to the income on such residual interest, unless no significant purpose of the   
transfer was to impede the assessment or collection of tax.                     

              11. The Transferee will not cause income from the Residual
Certificate to be attributable to a foreign permanent establishment or fixed    
base, within the meaning of an applicable income tax treaty, of the Transferee  
or any other U.S. Person.                                                       

12. Check the applicable paragraph:         

              [ ]   The present value of the anticipated tax liabilities
associated with holding the Certificate, as applicable, does not exceed the sum 
of:                                                                             

           (i) the present value of any consideration given to the
Transferee to acquire such Certificate;                             

                  (ii) the present value of the expected future distributions on
such Certificate; and                                               

          (iii) the present value of the anticipated tax savings
   associated with holding such Certificate as the related REMIC generates
losses.                                                             

           For purposes of this calculation, (i) the Transferee is
assumed to pay tax at the highest rate currently specified in Section 11(b) of  
the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in    
lieu of the highest rate specified in Section 11(b) of the Code if the          
Transferee has been subject to the alternative minimum tax under Section 55 of  
the Code in the preceding two years and will compute its taxable income in the  
current taxable year using the alternative minimum tax rate) and (ii) present   
values are computed using a discount rate equal to the short-term Federal rate  
prescribed by Section 1274(d) of the Code for the month of the transfer and the 
compounding period used by the Transferee.                                      

            [ ]   The transfer of the Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,          

                  (i) the Transferee is an "eligible corporation," as defined in
   U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from the Certificate will only be taxed in the United States;       

             (ii) at the time of the transfer, and at the close of the
 Transferee's two fiscal years preceding the year of the transfer, the
   Transferee had gross assets for financial reporting purposes (excluding
      any obligation of a person related to the Transferee within the meaning of
   U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
million and net assets in excess of $10 million;                    

              (iii) the Transferee will transfer the Certificate only to
   another "eligible corporation," as defined in U.S. Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the      
  requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section
1.860E-1(c)(5) of the U.S. Treasury Regulations; and                

                  (iv) the Transferee determined the consideration paid to it to
      acquire the Certificate based on reasonable market assumptions (including,
   but not limited to, borrowing and investment rates, prepayment and loss
  assumptions, expense and reinvestment assumptions, tax rates and other
     factors specific to the Transferee) that it has determined in good faith.

[ ]   None of the above.                    

              13. The Transferee is not an employee benefit plan that is
subject to Title I of ERISA or a plan that is subject to Section 4975 of the    
Code or a plan subject to any Federal, state or local law that is substantially 
similar to Title I of ERISA or Section 4975 of the Code, and the Transferee is  
not acting on behalf of or investing plan assets of such a plan.                

 * * *

                 IN WITNESS WHEREOF, the Transferee has caused this instrument
to be executed on its behalf, pursuant to authority of its Board of Directors,  
by its duly authorized officer and its corporate seal to be hereunto affixed,   
duly attested, this ___ day of _______, 20__.                                   

                                        ________________________________________
                        Print Name of Transferee

                                        By: ____________________________________
             Name:
              Title:

[Corporate Seal]                                                                

ATTEST:                                                                         

________________________________________                                        
[Assistant] Secretary                                                           

             Personally appeared before me the above-named __________,
known or proved to me to be the same person who executed the foregoing          
instrument and to be the ___________ of the Transferee, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the     
Transferee.                                                                     

                 Subscribed and sworn before me this ____ day of ______, 20__.

                                        ________________________________________
                                   NOTARY PUBLIC

                                My Commission expires the __ day
                  of _________, 20__

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EXHIBIT H 

FORM OF TRANSFEROR CERTIFICATE

                                                                __________, 20__

Securitized Asset Backed Receivables LLC                                        
200 Park Avenue                                                                 
New York, New York  10166                                                       
Attention:  [_________]                                                         

Wells Fargo Bank, National Association,                                         
as Trustee                                                                  
Sixth Street and Marquette Avenue                                               
Minneapolis, Minnesota 55479                                                    
Attn:  SABR 2006-FR1                                                            

  Re:   Securitized Asset Backed Receivables LLC Trust 2006-FR1 Mortgage
Pass-Through Certificates, Series 2006-FR1, Class [__]  

Ladies and Gentlemen:                                                           

                In connection with our disposition of the above Certificates
we certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the 
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated    
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act and 
(c) to the extent we are disposing of a Residual Certificate, (i) we have no    
knowledge the Transferee is a Non-Permitted Transferee and (ii) after conducting
a reasonable investigation of the financial condition of the Transferee, we have
no knowledge and no reason to believe that the Transferee will not pay all taxes
with respect to the Residual Certificates as they become due and (iii) we have  
no reason to believe that the statements made in paragraphs 7, 10 and 11 of the 
Transferee's Residual Transfer Affidavit are false.                             

                 Very truly yours,

                                        ________________________________________
                        Print Name of Transferee

                                        By: ____________________________________
                                            Authorized Officer

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EXHIBIT I 

FORM OF RULE 144A LETTER

                                                              ____________, 20__

Securitized Asset Backed Receivables LLC                                        
200 Park Avenue                                                                 
New York, New York 10166                                                        
Attention:  [_________]                                                         

Wells Fargo Bank, National Association,                                         
as Trustee                                                                  
Sixth Street and Marquette Avenue                                               
Minneapolis, Minnesota 55479                                                    
Attn:  SABR 2006-FR1                                                            

     Re:   Securitized Asset Backed Receivables LLC Trust 2006-FR1
             Mortgage Pass-Through Certificates, Series 2006-FR1 [__ ]

Ladies and Gentlemen:                                                           

                In connection with our acquisition of the above Certificates
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state          
securities laws and are being transferred to us in a transaction that is exempt 
from the registration requirements of the Act and any such laws, (b) we have    
such knowledge and experience in financial and business matters that we are     
capable of evaluating the merits and risks of investments in the Certificates,  
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating  
thereto or any additional information deemed necessary to our decision to       
purchase the Certificates, (d) either we are purchasing a Class A-1, Class A-2A,
Class A-2B, Class A-2C, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 or
Class B-3 Certificate or we are not an employee benefit plan that is subject to 
Title I of the Employee Retirement Income Security Act of 1974, as amended      
("ERISA"), or a plan or arrangement that is subject to Section 4975 of the      
Internal Revenue Code of 1986, as amended, or a plan subject to materially      
similar provisions of applicable federal, state or local law, nor are we acting 
on behalf of any such plan or arrangement nor using the assets of any such plan 
or arrangement to effect such acquisition or, with respect to a Class X         
Certificate, the purchaser is an insurance company that is purchasing this      
certificate with funds contained in an "insurance company general account" (as  
such term is defined in Section V(e) of Prohibited Transaction Class Exemption  
95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are
covered under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone 
acting on our behalf offered, transferred, pledged, sold or otherwise disposed  
of the Certificates, any interest in the Certificates or any other similar      
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates or any other  
similar security from, or otherwise approached or negotiated with respect to the
Certificates, any interest in the Certificates or any other similar security    
with, any person in any manner, or made any general solicitation by means of    
general advertising or in any other manner, or taken any other action, that     
would constitute a distribution of the Certificates under the Securities Act or 
that would render the disposition of the Certificates a violation of Section 5  
of the Securities Act or require registration pursuant thereto, nor will act,   
nor has authorized or will authorize any person to act, in such manner with     
respect to the Certificates, and (f) we are a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act and have completed   
either of the forms of certification to that effect attached hereto as Annex 1  
or Annex 2. We are aware that the sale to us is being made in reliance on Rule  
144A. We are acquiring the Certificates for our own account or for resale       
pursuant to Rule 144A and further, understand that such Certificates may be     
resold, pledged or transferred only (i) to a person reasonably believed to be a 
qualified institutional buyer that purchases for its own account or for the     
account of a qualified institutional buyer to whom notice is given that the     
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)      
pursuant to another exemption from registration under the Securities Act.       

EX-4 39th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 39th
                                                            ANNEX 1 TO EXHIBIT I
                                                            --------------------

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------

[For Transferees Other Than Registered Investment Companies]

                The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this        
certification relates with respect to the Certificates described therein:       

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

                2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A"), because (i) the Buyer owned   
and/or invested on a discretionary basis $______(1) in securities (except for   
the excluded securities referred to below) as of the end of the Buyer's most    
recent fiscal year (such amount being calculated in accordance with Rule 144A   
and (ii) the Buyer satisfies the criteria in the category marked below.         

                ____     Corporation, etc. The Buyer is a corporation (other
                          than a bank, savings and loan association or similar
                     institution), Massachusetts or similar business
                    trust, partnership, or charitable organization
                    described in Section 501(c)(3) of the Internal
       Revenue Code of 1986, as amended.

              ____     Bank. The Buyer (a) is a national bank or banking
                        institution organized under the laws of any State,
                         territory or the District of Columbia, the business
                          of which is substantially confined to banking and is
                    supervised by the State or territorial banking
                         commission or similar official or is a foreign bank
                           or equivalent institution, and (b) has an audited net
                          worth of at least $25,000,000 as demonstrated in its
                         latest annual financial statements, a copy of which
is attached hereto.       

                  ____     Savings and Loan. The Buyer (a) is a savings and loan
                 association, building and loan association,
                        cooperative bank, homestead association or similar
                        institution, which is supervised and examined by a
                        State or Federal authority having supervision over
                       any such institutions or is a foreign savings and
                        loan association or equivalent institution and (b)
                         has an audited net worth of at least $25,000,000 as
                 demonstrated in its latest annual financial
                     statements, a copy of which is attached hereto.

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

                 ____     Insurance Company. The Buyer is an insurance company
                        whose primary and predominant business activity is
                         the writing of insurance or the reinsuring of risks
                      underwritten by insurance companies and which is
                          subject to supervision by the insurance commissioner
                           or a similar official or agency of a State, territory
  or the District of Columbia.

                 ____     State or Local Plan. The Buyer is a plan established
              and maintained by a State, its political
                           subdivisions, or any agency or instrumentality of the
                          State or its political subdivisions, for the benefit
of its employees.         

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

           ____     Investment Advisor. The Buyer is an investment
                           advisor registered under the  Investment Advisors Act
of 1940.                  

                ____     Small Business Investment Company. Buyer is a small
                      business investment company licensed by the U.S.
                           Small Business Administration under Section 301(c) or
                       (d) of the Small Business Investment Act of 1958.

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

                3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that  
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any              
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,   
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but 
subject to a repurchase agreement and (viii) currency, interest rate and        
commodity swaps.                                                                

          4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Buyer, the     
Buyer used the cost of such securities to the Buyer and did not include any of  
the securities referred to in the preceding paragraph, except (i) where the     
Buyer reports its securities holdings in its financial statements on the basis  
of their market value, and (ii) no current information with respect to the cost 
of those securities has been published. If clause (ii) in the preceding sentence
applies, the securities may be valued at market. Further, in determining such   
aggregate amount, the Buyer may have included securities owned by subsidiaries  
of the Buyer, but only if such subsidiaries are consolidated with the Buyer in  
its financial statements prepared in accordance with generally accepted         
accounting principles and if the investments of such subsidiaries are managed   
under the Buyer's direction. However, such securities were not included if the  
Buyer is a majority-owned, consolidated subsidiary of another enterprise and the
Buyer is not itself a reporting company under the Securities Exchange Act of    
1934, as amended.                                                               

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

                  6. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,  
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a   
bank or savings and loan is provided above, the Buyer agrees that it will       
furnish to such parties updated annual financial statements promptly after they 
become available.                                                               

                                        ________________________________________
                        Print Name of Transferee

                                        By: ____________________________________
             Name:
              Title:

                                        Date: __________________________________

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

EX-4 40th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 40th
                                                            ANNEX 2 TO EXHIBIT I
                                                            --------------------

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------

[For Transferees That Are Registered Investment Companies]

                The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this        
certification relates with respect to the Certificates described therein:       

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

            2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the     
Buyer is an investment company registered under the Investment Company Act of   
1940, as amended, and (ii) as marked below, the Buyer alone, or the Buyer's     
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the Buyer's    
most recent fiscal year. For purposes of determining the amount of securities   
owned by the Buyer or the Buyer's Family of Investment Companies, the cost of   
such securities was used, except (i) where the Buyer or the Buyer's Family of   
Investment Companies reports its securities holdings in its financial statements
on the basis of their market value, and (ii) no current information with respect
to the cost of those securities has been published. If clause (ii) in the       
preceding sentence applies, the securities may be valued at market.             

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

                  ____     The Buyer is part of a Family of Investment Companies
                         which owned in the aggregate $_______ in securities
                     (other than the excluded securities referred to
                     below) as of the end of the Buyer's most recent
                  fiscal year (such amount being calculated in
 accordance with Rule 144A).

               3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have 
the same investment adviser or investment advisers that are affiliated (by      
virtue of being majority owned subsidiaries of the same parent or because one   
investment adviser is a majority owned subsidiary of the other).                

                4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the     
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by 
the U.S. or any instrumentality thereof, (iii) bank deposit notes and           
certificates of deposit, (iv) loan participations, (v) repurchase agreements,   
(vi) securities owned but subject to a repurchase agreement and (vii) currency, 
interest rate and commodity swaps.                                              

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

          6. Until the date of purchase of the Certificates, the
undersigned will notify the parties listed in the Rule 144A Transferee          
Certificate to which this certification relates of any changes in the           
information and conclusions herein. Until such notice is given, the Buyer's     
purchase of the Certificates will constitute a reaffirmation of this            
certification by the undersigned as of the date of such purchase.               

                                        ________________________________________
                        Print Name of Transferee

                                        By: ____________________________________
             Name:
              Title:

              IF AN ADVISER:

                                        ________________________________________
                   Print Name of Buyer

                                        Date: __________________________________

EX-4 41st “Page” of 65 TOC 1st Previous Next ↓Bottom Just 41st
 EXHIBIT J

 FORM OF REQUEST FOR RELEASE
 (for Trustee)

To:   Wells Fargo Bank, National Association 1015 10th Avenue S.E.              
Minneapolis, MN 55415-0031 Attn: Inventory Control - SABR 2006-FR1  

Re:   In connection with the administration of the Mortgage Loans   
held by you as the [Trustee] on behalf of the           
Certificateholders pursuant to the Pooling and Servicing
  Agreement, dated as of February 1, 2006, among Securitized
   Asset Backed Receivables LLC, as depositor, HomEq Servicing
Corporation, as servicer, Fremonth Investment & Loan, as
  responsible party, MortgageRamp, Inc., as loan performance
advisor, and Wells Fargo Bank, National Association, as 
trustee, Securitized Asset-Backed Receivables LLC Trust 
     2006-FR1, we request the release, and acknowledge receipt, of
      the (Custodial File/[specify documents]) for the Mortgage Loan
described below, for the reason indicated.              

Mortgagor's Name, Address & Zip Code:                                           
-------------------------------------                                           

Mortgage Loan Number:                                                           
---------------------                                                           

Send Custodial File to:                                                         
-----------------------                                                         

Delivery Method (check one)                                                     
---------------------------                                                     

____1.      Regular mail                                                        

____2.      Overnight courier (Tracking information: )                          

         If neither box 1 nor 2 is checked, regular mail shall be assumed.

Reason for Requesting Documents (check one)                                     
-------------------------------------------                                     

____1.      Mortgage Loan Paid in Full. (The Servicer hereby certifies          
   that all amounts received in connection therewith have been
     credited to the Collection Account as provided in the Pooling
and Servicing Agreement.)                               

____2.      Mortgage Loan Repurchase Pursuant to Section 2.03 of the            
Pooling and Servicing Agreement. (The Servicer hereby   
    certifies that the repurchase price has been credited to the
   Collection Account as provided in the Pooling and Servicing
Agreement.)                                             

____3.      Mortgage Loan Liquidated by _________________. (The Servicer        
     hereby certifies that all proceeds of foreclosure, insurance,
    condemnation or other liquidation have been finally received
      and credited to the Collection Account pursuant to the Pooling
and Servicing Agreement.)                               

____4.      Mortgage Loan in Foreclosure.                                       

____5.      Other (explain).                                                    

    If box 1, 2 or 3 above is checked, and if all or part of the
Custodial File was previously released to us, please release to us our previous 
request and receipt on file with you, as well as any additional documents in    
your possession relating to the specified Mortgage Loan.                        

     If box 4 or 5 above is checked, upon our return of all of the
above documents to you as the Trustee, please acknowledge your receipt by       
signing in the space indicated below, and returning this form if requested by   
us.                                                                             

                         HOMEQ SERVICING CORPORATION

                                       By: _____________________________________
           Name:
            Title:
           Date:

[ACKNOWLEDGED AND AGREED:                                                       

WELLS FARGO BANK, NATIONAL ASSOCIATION                                          

By:  __________________________________________                                 
Name:                                                                 
Title:                                                                
Date:                            ]                                    

EX-4 42nd “Page” of 65 TOC 1st Previous Next ↓Bottom Just 42nd
EXHIBIT K 

CONTENTS OF EACH MORTGAGE FILE

               With respect to each Mortgage Loan, the Mortgage File shall
include each of the following items, which shall be available for inspection by 
the Sponsor and which shall be retained by the Servicer or delivered to and     
retained by the Trustee, as applicable:                                         

              (a) The documents or instruments set forth as items (i) to
(ix) in Section  2.01(b) of the Agreement.                    

(b) Residential loan application.           

(c) Mortgage Loan closing statement.        

             (d) Verification of employment and income, if applicable.

                (e) Verification of acceptable evidence of source and amount
of down payment.                                              

(f) Credit report on Mortgagor.             

(g) Residential appraisal report.           

(h) Photograph of the Mortgaged Property.   

(i) Survey of the Mortgaged Property.       

     (j) Copy of each instrument necessary to complete
        identification of any exception set forth in the exception schedule in
     the title policy, i.e., map or plat, restrictions, easements, sewer
agreements, home association declarations, etc.               

(k) All required disclosure statements.     

               (l) If required in an appraisal, termite report, structural
engineer's report, water potability and septic certification. 

(m) Sales contract, if applicable.          

               Evidence of payment of taxes and insurance, insurance claim
files, correspondence, current and historical computerized data files (which    
include records of tax receipts and payment history from the date of            
origination), and all other processing, underwriting and closing papers and     
records which are customarily contained in a mortgage loan file and which are   
required to document the Mortgage Loan or to service the Mortgage Loan.         

EX-4 43rd “Page” of 65 TOC 1st Previous Next ↓Bottom Just 43rd
EXHIBIT L 

 FORM OF CERTIFICATION TO BE
 PROVIDED WITH FORM 10-K

       Re:      Securitized Asset Backed Receivables LLC Trust 2006-FR1 (the
                  "Trust"), Mortgage Pass-Through Certificates, Series 2006-FR1,
                 issued pursuant to the Pooling and Servicing Agreement, dated
                as February 1, 2006 (the "Pooling and Servicing Agreement"),
             by and among Securitized Asset Backed Receivables LLC, as
                 depositor, Wells Fargo Bank, National Association, as trustee
                  (the "Trustee"), HomEq Servicing Corporation, as servicer (the
                 "Servicer"), MortgageRamp, Inc., as loan performance advisor,
       and Fremont Investment & Loan, as responsible party

          I, [identify the certifying individual], certify that:

               1. I have reviewed this annual report on Form 10-K ("Annual
Report"), and all reports on Form 10-D (collectively with this Annual Report,   
the "Reports") required to be filed in respect of period covered by this Annual 
Report, of the Trust;                                                           

               2. Based on my knowledge, the Reports, taken as a whole, do
not contain any untrue statement of a material fact or omit to state a material 
fact necessary to make the statements made, in light of the circumstances under 
which such statements were made, not misleading with respect to the period      
covered by this Annual Report;                                                  

                3. Based on my knowledge, all of the distribution, servicing
and other information required to be provided under Form 10-D for the period    
covered by this Annual Report is included in the Reports;                       

          4. Based on my knowledge and the compliance statements
required in this Annual Report under Item 1123 of Regulation AB, and except as  
disclosed in the Reports, the Servicer has fulfilled its obligations under the  
Pooling and Servicing Agreement in all material respects; and                   

          5. All of the reports on assessment of compliance with
servicing criteria for asset-backed securities and their related attestation    
reports on assessment of compliance with servicing criteria required to be      
included in this Annual Report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this   
Annual Report, except as otherwise disclosed in this Annual Report. Any material
instances of non-compliance described in such reports have been disclosed in    
this Annual Report.                                                             

                In giving the certifications above, I have reasonably relied
on information provided to me by the following unaffiliated parties: the Trustee
and the Servicer.                                                               

Date:  ___________________________________________________                      

__________________________________________________________                      
[Signature]                                                                     
[Title]                                                                         

EX-4 44th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 44th
 EXHIBIT M

 FORM OF CERTIFICATION TO BE
PROVIDED BY THE TRUSTEE TO DEPOSITOR
------------------------------------

       Re:      Securitized Asset Backed Receivables LLC Trust 2006-FR1 (the
                  "Trust"), Mortgage Pass-Through Certificates, Series 2006-FR1,
                 issued pursuant to the Pooling and Servicing Agreement, dated
                as February 1, 2006 (the "Pooling and Servicing Agreement"),
             by and among Securitized Asset Backed Receivables LLC, as
           depositor (the "Depositor"), Wells Fargo Bank, National
            Association, as trustee (the "Trustee"), HomEq Servicing
                  Corporation, as servicer (the "Servicer"), MortgageRamp, Inc.,
                  as loan performance advisor, and Fremont Investment & Loan, as
responsible party                           

         The Trustee hereby certifies to the Depositor and its
officers, directors and affiliates, and with the knowledge and intent that they 
will rely upon this certification, that:                                        

             1. I have reviewed the annual report on Form 10-K for the
fiscal year [___] (the "Annual Report"), and all reports on Form 10-D required  
to be filed in respect of the period covered by the Annual Report (collectively 
with the Annual Report, the "Reports"), of the Trust;                           

               2. Based on my knowledge, the Reports, taken as a whole, do
not contain any untrue statement of a material fact or omit to state a material 
fact necessary to make the statements made, in light of the circumstances under 
which such statements were made, not misleading with respect to the period      
covered by the Annual Report;                                                   

          3. Based on my knowledge, the distribution information
required to be provided by the Trustee under the Pooling and Servicing Agreement
for inclusion in the Reports is included in the Reports;                        

                 4. I am responsible for reviewing the activities performed by
the Trustee under the Pooling and Servicing Agreement, and based on my knowledge
and the compliance review conducted in preparing the compliance statement of the
Trustee required in the Annual Report under Item 1123 of Regulation AB, and     
except as disclosed in the Reports, the Trustee has fulfilled its obligations   
under the Pooling and Servicing Agreement in all material respects; and         

            5. The report on assessment of compliance with servicing
criteria applicable to the Trustee for asset-backed securities of the Trustee   
and each Subcontractor utilized by the Trustee and its related attestation      
report on assessment of compliance with servicing criteria required to be       
included in the Annual Report in accordance with Item 1122 of Regulation AB and 
Exchange Act Rules 13a-18 and 15d-18 has been included as an exhibit to the     
Annual Report. Any material instances of non-compliance are described in such   
report and have been disclosed in the Annual Report.                            

Date: ____________________________________________________                      
Name: ____________________________________________________                      
Title:  __________________________________________________                      

EX-4 45th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 45th
EXHIBIT N 

FORM OF SERVICER'S CERTIFICATION
 TO BE PROVIDED TO DEPOSITOR

       Re:      Securitized Asset Backed Receivables LLC Trust 2006-FR1 (the
                  "Trust"), Mortgage Pass-Through Certificates, Series 2006-FR1,
                 issued pursuant to the Pooling and Servicing Agreement, dated
                as February 1, 2006 (the "Pooling and Servicing Agreement"),
             by and among Securitized Asset Backed Receivables LLC, as
          depositor (the "Depositor"), Wells Fargo Bank National
            Association, as trustee (the "Trustee"), HomEq Servicing
                  Corporation, as servicer (the "Servicer"), MortgageRamp, Inc.,
                 as loan performance advisor and Fremont Investment & Loan, as
responsible party                           

           I, [identify the certifying individual], certify to the
Depositor and the Trustee, and their officers, directors and affiliates, and    
with the knowledge and intent that they will rely upon this certification, that:

                 1. I am responsible for reviewing the activities performed by
the Servicer under the Pooling and Servicing Agreement and I have reviewed the  
servicer compliance statement of the Servicer and the compliance statements of  
each Subservicer, if any, engaged by the Servicer provided to the Depositor and 
the Trustee for the Trust's fiscal year [___] in accordance with Item 1123 of   
Regulation AB (each a "Compliance Statement"), the report on assessment of the  
Servicer's compliance with the servicing criteria set forth in Item 1122(d) of  
Regulation AB (the "Servicing Criteria") and reports on assessment of compliance
with servicing criteria for asset-backed securities of the Servicer and of each 
Subservicer or Subcontractor, if any, engaged or utilized by the Servicer       
provided to the Depositor and the Trustee for the Trust's fiscal year [___] in  
accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,  
as amended (the "Exchange Act") and Item 1122 of Regulation AB (each a          
"Servicing Assessment"), the registered public accounting firm's attestation    
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange   
Act and Section 1122(b) of Regulation AB related to each Servicing Assessment   
(each a "Attestation Report"), and all servicing reports, officer's certificates
and other information relating to the servicing of the Mortgage Loans by the    
Servicer during 200[ ] that were delivered or caused to be delivered by the     
Servicer pursuant to the Agreement (collectively, the "Servicing Information"); 

                 2. Based on my knowledge, the Servicing Information, taken as
a whole, does not contain any untrue statement of a material fact or omit to    
state a material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with respect
to the period of time covered by the Servicing Information;                     

                3. Based on my knowledge, the servicing information required
to be provided to the Trustee by the Servicer pursuant to the Pooling and       
Servicing Agreement has been provided to the Trustee;                           

                4. Based on my knowledge and the compliance review conducted
in preparing the Compliance Statement of the Servicer and, if applicable,       
reviewing each Compliance Statement of each Subservicer, if any, engaged by the 
Servicer, and except as disclosed in such Compliance Statement[(s)], the        
Servicer [(directly and through its Subservicers, if any)] has fulfilled its    
obligations under the Pooling and Servicing Agreement in all material respects. 

            5. Each Servicing Assessment of the Servicer and of each
Subservicer or Subcontractor, if any, engaged or utilized by the Servicer and   
its related Attestation Report required to be included in the Annual Report in  
accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and    
15d-18 has been provided to the Depositor and the Trustee. Any material         
instances of non-compliance are described in any such Servicing Assessment or   
Attestation Report.                                                             

Date:                                                                           

[Signature]                                                                     
[Title]                                                                         

EX-4 46th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 46th
 EXHIBIT O

 SPONSOR REPRESENTATION LETTER

 SIDE LETTER

    THIS AGREEMENT (the "Agreement"), dated as of February 23, 2006 is
entered into between Barclays Bank PLC ("Barclays Bank") and Securitized Asset  
Backed Receivables LLC (the "Depositor").                                       

RECITALS

       WHEREAS, pursuant to the Pooling and Servicing Agreement, dated as of
February 1, 2006 (the "Pooling Agreement"), among the Depositor, HomEq Servicing
Corporation, as servicer, MortgageRamp, LLC, as loan performance advisor,       
Fremont Investment & Loan, as responsible party (the "Responsible Party"), and  
Wells Fargo Bank, N.A., as trustee (the "Trustee"), the Responsible Party has   
made certain representations and warranties regarding the Mortgage Loans to the 
Depositor and the Trustee.                                                      

      WHEREAS, pursuant to the Bill of Sale, dated as of February 23, 2006
(the "Bill of Sale"), between the Depositor and Barclays Bank, Barclays Bank    
sold the Mortgage loans to the Depositor                                        

NOW, THEREFORE, the parties hereto agree as follows:          

 Definitions
 -----------

       Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Pooling Agreement.                                

 Representations and Warranties of Barclays Bank
 -----------------------------------------------

       Barclays Bank hereby represents to the Depositor that with respect to
each representation and warranty with respect to any Mortgage Loan made by the  
Responsible Party under Schedule III of the Pooling Agreement that is made as of
the Servicing Transfer Date: (i) for the representations and warranties set     
forth in paragraphs (a), (y) and (mm), to the best of its knowledge, no event   
has occurred since the Servicing Transfer Date that would render such           
representations and warranties to be untrue in any material respect as of the   
Closing Date, and (ii) notwithstanding the representation and warranty set forth
in paragraph (jj), no event has occurred since the Servicing Transfer Date that 
would render such representations and warranties to be untrue in any material   
respect as of the Closing Date.                                                 

Repurchase of Mortgage Loans
----------------------------

       A breach by Barclays Bank of its representations and warranties above
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. Barclays Bank shall repurchase each such Mortgage Loan      
within 60 days of the earlier of discovery or receipt of notice of breach with  
respect to each such Mortgage Loan.                                             

 Third-Party Beneficiary
 -----------------------

      This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns. The       
Trustee and its successors and assigns under the Pooling Agreement shall be a   
third-party beneficiary to the provisions of this Agreement, and shall be       
entitled to rely upon and directly to enforce such provisions of this Agreement,
except as expressly limited by the terms hereof. Except as expressly stated     
otherwise herein or in the Pooling Agreement, any right of the Trustee to       
direct, appoint, consent to, approve of, or take any action under this          
Agreement, shall be a right exercised by the Trustee in its sole and absolute   
discretion.                                                                     

 Governing Law
 -------------

        THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS     
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.                                        

Counterparts
------------

                 This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all of    
which counterparts shall together constitute but one and the same instrument.   

Amendments
----------

               This Agreement may be amended from time to time by Barclays
Bank and the Depositor, with the prior written consent of the Trustee.          

EX-4 47th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 47th
Executed as of the day and year first above written.          

                  BARCLAYS BANK PLC,

                        By:  /s/ John T. Carroll
                                          ------------------------------------
                                Name:  John T. Carroll
                                  Title: Managing Director

                        SECURITIZED ASSET BACKED
                    RECEIVABLES LLC,

                     By:  /s/ Paul Menefee
                                          ------------------------------------
                             Name:  Paul Menefee
                         Title: Director

EX-4 48th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 48th
EXHIBIT P 

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by [the Trustee], [the Servicer],  
[each Subservicer] and [each Subcontractor] shall address, at a minimum, the    
criteria identified as below as "Applicable Servicing Criteria":                

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------------
                                                                                           APPLICABLE SERVICING
                                            SERVICING CRITERIA                                   CRITERIA      
---------------------------------------------------------------------------------------------------------------
     Reference                                     Criteria                                                    
---------------------------------------------------------------------------------------------------------------
                                       General Servicing Considerations                                        
---------------------------------------------------------------------------------------------------------------
                                                                                                               
                     Policies and procedures are instituted to monitor any performance                         
                     or other triggers and events of default in accordance with the                            
1122(d)(1)(i)        transaction agreements.                                                 Trustee/Servicer  
---------------------------------------------------------------------------------------------------------------
                     If any material servicing activities are outsourced to third                              
                     parties, policies and procedures are instituted to monitor the                            
                     third party's performance and compliance with such servicing                              
1122(d)(1)(ii)       activities.                                                             Trustee/Servicer  
---------------------------------------------------------------------------------------------------------------
                     Any requirements in the transaction agreements to maintain a                   N/A        
1122(d)(1)(iii)      back-up servicer for the mortgage loans are maintained.                                   
---------------------------------------------------------------------------------------------------------------
                     A fidelity bond and errors and omissions policy is in effect on the                       
                     party participating in the servicing function throughout the                              
                     reporting period in the amount of coverage required by and                                
                     otherwise in accordance with the terms of the transaction                   Servicer      
1122(d)(1)(iv)       agreements.                                                                               
---------------------------------------------------------------------------------------------------------------
                                      Cash Collection and Administration                                       
---------------------------------------------------------------------------------------------------------------
                     Payments on mortgage loans are deposited into the appropriate                             
                     custodial bank accounts and related bank clearing accounts no more                        
                     than two business days following receipt, or such other number of                         
1122(d)(2)(i)        days specified in the transaction agreements.                               Servicer      
---------------------------------------------------------------------------------------------------------------
                     Disbursements made via wire transfer on behalf of an obligor or to      Servicer/Trustee  
1122(d)(2)(ii)       an investor are made only by authorized personnel.                                        
---------------------------------------------------------------------------------------------------------------
                     Advances of funds or guarantees regarding collections, cash flows                         
                     or distributions, and any interest or other fees charged for such                         
                     advances, are made, reviewed and approved as specified in the                             
1122(d)(2)(iii)      transaction agreements.                                                     Servicer      
---------------------------------------------------------------------------------------------------------------
                     The related accounts for the transaction, such as cash reserve                            
                     accounts or accounts established as a form of                                             
                     overcollateralization, are separately maintained (e.g., with            Servicer/Trustee  
                     respect to commingling of cash) as set forth in the transaction                           
1122(d)(2)(iv)       agreements.                                                                               
---------------------------------------------------------------------------------------------------------------
                     Each custodial account is maintained at a federally insured                               
                     depository institution as set forth in the transaction agreements.                        
                     For purposes of this criterion, "federally insured depository                             
                     institution" with respect to a foreign financial institution means                        
                     a foreign financial institution that meets the requirements of Rule     Servicer/Trustee  
1122(d)(2)(v)        13k-1(b)(1) of the Securities Exchange Act.                                               
---------------------------------------------------------------------------------------------------------------
                     Unissued checks are safeguarded so as to prevent unauthorized           Servicer/Trustee  
1122(d)(2)(vi)       access.                                                                                   
---------------------------------------------------------------------------------------------------------------
                      Reconciliations are prepared on a monthly basis for all                                  
                     asset-backed securities related bank accounts, including custodial                        
                     accounts and related bank clearing accounts. These reconciliations                        
                     are (A) mathematically accurate; (B) prepared within 30 calendar                          
                     days after the bank statement cutoff date, or such other number of                        
                     days specified in the transaction agreements; (C) reviewed and                            
                     approved by someone other than the person who prepared the                                
                     reconciliation; and (D) contain explanations for reconciling items.                       
                     These reconciling items are resolved within 90 calendar days of         Servicer/Trustee  
                     their original identification, or such other number of days                               
1122(d)(2)(vii)      specified in the transaction agreements.                                                  
---------------------------------------------------------------------------------------------------------------
                                      Investor Remittances and Reporting                                       
---------------------------------------------------------------------------------------------------------------
                     Reports to investors, including those to be filed with the                                
                     Commission, are maintained in accordance with the transaction                             
                     agreements and applicable Commission requirements. Specifically,                          
                     such reports (A) are prepared in accordance with timeframes and                           
                     other terms set forth in the transaction agreements; (B) provide                          
                     information calculated in accordance with the terms specified in                          
                     the transaction agreements; (C) are filed with the Commission as                          
                     required by its rules and regulations; and (D) agree with                                 
                     investors' or the trustee's records as to the total unpaid              Trustee/Servicer  
                     principal balance and number of mortgage loans serviced by the                            
1122(d)(3)(i)        Servicer.                                                                                 
---------------------------------------------------------------------------------------------------------------
                     Amounts due to investors are allocated and remitted in accordance                         
                     with timeframes, distribution priority and other terms set forth in                       
1122(d)(3)(ii)       the transaction agreements.                                             Trustee/Servicer  
---------------------------------------------------------------------------------------------------------------
                     Disbursements made to an investor are posted within two business                          
                     days to the Servicer's investor records, or such other number of        Trustee/Servicer  
1122(d)(3)(iii)      days specified in the transaction agreements.                                             
---------------------------------------------------------------------------------------------------------------
                     Amounts remitted to investors per the investor reports agree with                         
                     cancelled checks, or other form of payment, or custodial bank           Trustee/Servicer  
1122(d)(3)(iv)       statements.                                                                               
---------------------------------------------------------------------------------------------------------------
                                          Pool Asset Administration                                            
---------------------------------------------------------------------------------------------------------------
                     Collateral or security on mortgage loans is maintained as required      Trustee/Servicer  
1122(d)(4)(i)        by the transaction agreements or related mortgage loan documents.                         
---------------------------------------------------------------------------------------------------------------
                     Mortgage loan and related documents are safeguarded as required by      Trustee/Servicer  
1122(d)(4)(ii)       the transaction agreements                                                                
---------------------------------------------------------------------------------------------------------------
                     Any additions, removals or substitutions to the asset pool are                            
                     made, reviewed and approved in accordance with any conditions or                          
1122(d)(4)(iii)      requirements in the transaction agreements.                             Trustee/Servicer  
---------------------------------------------------------------------------------------------------------------
                     Payments on mortgage loans, including any payoffs, made in                                
                     accordance with the related mortgage loan documents are posted to                         
                     the Servicer's obligor records maintained no more than two business                       
                     days after receipt, or such other number of days specified in the                         
                     transaction agreements, and allocated to principal, interest or                           
                     other items (e.g., escrow) in accordance with the related mortgage          Servicer      
1122(d)(4)(iv)       loan documents.                                                                           
---------------------------------------------------------------------------------------------------------------
                     The Servicer's records regarding the mortgage loans agree with the                        
                     Servicer's records with respect to an obligor's unpaid principal                          
1122(d)(4)(v)        balance.                                                                    Servicer      
---------------------------------------------------------------------------------------------------------------
                     Changes with respect to the terms or status of an obligor's                               
                     mortgage loans (e.g., loan modifications or re-agings) are made,                          
                     reviewed and approved by authorized personnel in accordance with                          
1122(d)(4)(vi)       the transaction agreements and related pool asset documents.                Servicer      
---------------------------------------------------------------------------------------------------------------
                     Loss mitigation or recovery actions (e.g., forbearance plans,                             
                     modifications and deeds in lieu of foreclosure, foreclosures and                          
                     repossessions, as applicable) are initiated, conducted and                                
                     concluded in accordance with the timeframes or other requirements           Servicer      
1122(d)(4)(vii)      established by the transaction agreements.                                                
---------------------------------------------------------------------------------------------------------------
                     Records documenting collection efforts are maintained during the                          
                     period a mortgage loan is delinquent in accordance with the                               
                     transaction agreements. Such records are maintained on at least a                         
                     monthly basis, or such other period specified in the transaction                          
                     agreements, and describe the entity's activities in monitoring                            
                     delinquent mortgage loans including, for example, phone calls,                            
                     letters and payment rescheduling plans in cases where delinquency           Servicer      
1122(d)(4)(viii)     is deemed temporary (e.g., illness or unemployment).                                      
---------------------------------------------------------------------------------------------------------------
                     Adjustments to interest rates or rates of return for mortgage loans                       
                     with variable rates are computed based on the related mortgage loan                       
1122(d)(4)(ix)       documents.                                                                  Servicer      
---------------------------------------------------------------------------------------------------------------
                     Regarding any funds held in trust for an obligor (such as escrow                          
                     accounts): (A) such funds are analyzed, in accordance with the                            
                     obligor's mortgage loan documents, on at least an annual basis, or                        
                     such other period specified in the transaction agreements; (B)                            
                     interest on such funds is paid, or credited, to obligors in                               
                     accordance with applicable mortgage loan documents and state laws;                        
                     and (C) such funds are returned to the obligor within 30 calendar           Servicer      
                     days of full repayment of the related mortgage loans, or such other                       
1122(d)(4)(x)        number of days specified in the transaction agreements.                                   
---------------------------------------------------------------------------------------------------------------
                     Payments made on behalf of an obligor (such as tax or insurance                           
                     payments) are made on or before the related penalty or expiration                         
                     dates, as indicated on the appropriate bills or notices for such                          
                     payments, provided that such support has been received by the                             
                     servicer at least 30 calendar days prior to these dates, or such            Servicer      
1122(d)(4)(xi)       other number of days specified in the transaction agreements.                             
---------------------------------------------------------------------------------------------------------------
                     Any late payment penalties in connection with any payment to be                           
                     made on behalf of an obligor are paid from the servicer's funds and                       
                     not charged to the obligor, unless the late payment was due to the                        
1122(d)(4)(xii)      obligor's error or omission.                                                Servicer      
---------------------------------------------------------------------------------------------------------------
                     Disbursements made on behalf of an obligor are posted within two                          
                     business days to the obligor's records maintained by the servicer,                        
                     or such other number of days specified in the transaction                   Servicer      
1122(d)(4)(xiii)     agreements.                                                                               
---------------------------------------------------------------------------------------------------------------
                      Delinquencies, charge-offs and uncollectible accounts are                                
                     recognized and recorded in accordance with the transaction                                
1122(d)(4)(xiv)      agreements.                                                             Servicer/Trustee  
---------------------------------------------------------------------------------------------------------------
                     Any external enhancement or other support, identified in Item                             
                     1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained        Trustee, if    
1122(d)(4)(xv)       as set forth in the transaction agreements.                                applicable.    
---------------------------------------------------------------------------------------------------------------

EX-4 49th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 49th
EXHIBIT Q 
ADDITIONAL FORM 10-D DISCLOSURE 

                                                        [Enlarge/Download Table]

----------------------------------------------------------- ----------------------------------------------------------
                    Item on Form 10-D                                           Party Responsible                     
----------------------------------------------------------- ----------------------------------------------------------
                                                                                                                      
     Item 1: Distribution and Pool Performance                                      Servicer                          
                      Information                                                   Trustee                           
                                                                                    Depositor                         

Any information required by Item 1121 of Regulation                                                                   
   AB which is NOT included on the Monthly Statement                                                                  
----------------------------------------------------------- ----------------------------------------------------------
             Item 2: Legal Proceedings                        (i) All parties to the Agreement (as to themselves),    
                                                             (ii) the Trustee and Servicer as to the issuing entity,  
                                                            (iii) the Depositor as to the sponsor, or any Regulation  
                                                                            AB Item 1100(d)(1) party                  
           per Item 1117 of Regulation AB                                                                             
----------------------------------------------------------- ----------------------------------------------------------
   Item 3: Sale of Securities and Use of Proceeds                                   Depositor                         
----------------------------------------------------------- ----------------------------------------------------------
      Item 4: Defaults Upon Senior Securities                                        Trustee                          
----------------------------------------------------------- ----------------------------------------------------------
     Item 5: Submission of Matters to a Vote of             Depositor or the party to this Agreement submitting such  
                   Security Holders                                  matter to a vote of Certificateholders           
----------------------------------------------------------- ----------------------------------------------------------
    Item 6: Significant Obligors of Pool Assets                                        N/A                            
----------------------------------------------------------- ----------------------------------------------------------
      Item 7: Significant Enhancement Provider                                      Depositor                         
                      Information                                                                                     
----------------------------------------------------------- ----------------------------------------------------------
             Item 8: Other Information                        Any party to the Agreement responsible for disclosure   
                                                                                items on Form 8-K                     
----------------------------------------------------------- ----------------------------------------------------------
                  Item 9: Exhibits                                                   Trustee                          
                                                                                    Depositor                         
----------------------------------------------------------- ----------------------------------------------------------

EX-4 50th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 50th
EXHIBIT R 

 ADDITIONAL FORM 10-K DISCLOSURE

                                                        [Enlarge/Download Table]

------------------------------------------------------- -------------------------------------------------------------
                  Item on Form 10-K                                          Party Responsible                       
------------------------------------------------------- -------------------------------------------------------------
                                                                                                                     
           Item 9B: Other Information                   Any party to the Agreement responsible for disclosure items  
                                                                                on Form 8-K                          
------------------------------------------------------- -------------------------------------------------------------
     Item 15: Exhibits, Financial Statement                                       Trustee                            
                     Schedules                                                   Depositor                           
------------------------------------------------------- -------------------------------------------------------------
                Additional Item:                         (i) All parties to the Agreement (as to themselves), (ii)   
                                                            the Trustee and Servicer as to the Trust, (iii) the      
                                                            Depositor as to the sponsor, or any 1100(d)(1) party     

   Disclosure per Item 1117 of Regulation AB                                                                         
------------------------------------------------------- -------------------------------------------------------------
                Additional Item:                        (i) All parties to the Agreement as to themselves, (ii) the  
                                                          Depositor as to the sponsor, or any derivative provider    
   Disclosure per Item 1119 of Regulation AB                                                                         
------------------------------------------------------- -------------------------------------------------------------
                Additional Item:                                                    N/A                              

  Disclosure per Item 1112(b) of Regulation AB                                                                       
------------------------------------------------------- -------------------------------------------------------------
                Additional Item:                                                 Depositor                           

  Disclosure per Items 1114(b) and 1115(b) of                                                                        
                   Regulation AB                                                                                     
------------------------------------------------------- -------------------------------------------------------------

EX-4 51st “Page” of 65 TOC 1st Previous Next ↓Bottom Just 51st
EXHIBIT S 

 FORM 8-K DISCLOSURE INFORMATION

                                                        [Enlarge/Download Table]

------------------------------------------------------------------ ----------------------------------------------------
                        Item on Form 8-K                                            Party Responsible                  
------------------------------------------------------------------ ----------------------------------------------------
                                                                                                                       
   Item 1.01- Entry into a Material Definitive Agreement             The party to this Agreement entering into such    
                                                                              material definitive agreement            
------------------------------------------------------------------ ----------------------------------------------------
 Item 1.02- Termination of a Material Definitive Agreement         The party to this Agreement requesting termination  
                                                                           of a material definitive agreement          
------------------------------------------------------------------ ----------------------------------------------------
           Item 1.03- Bankruptcy or Receivership                         (i) All parties to the Agreement (as to       
                                                                    themselves), (ii) the Trustee and Servicer as to   
                                                                    the Trust, (iii) the Depositor as to the sponsor   
                                                                                 or any 1100(d)(1) party               
------------------------------------------------------------------ ----------------------------------------------------
Item 2.04- Triggering Events that Accelerate or Increase a                               Trustee                       
    Direct Financial Obligation or an Obligation under an                                                              
                Off-Balance Sheet Arrangement                                                                          
------------------------------------------------------------------ ----------------------------------------------------
  Item 3.03- Material Modification to Rights of Security                                 Trustee                       
                           Holders                                                                                     
------------------------------------------------------------------ ----------------------------------------------------
   Item 5.03- Amendments of Articles of Incorporation or                                Depositor                      
                Bylaws; Change of Fiscal Year                                                                          
------------------------------------------------------------------ ----------------------------------------------------
  Item 6.01- ABS Informational and Computational Material                               Depositor                      
------------------------------------------------------------------ ----------------------------------------------------
         Item 6.02- Change of Servicer or Trustee                                   Servicer, Trustee                  
------------------------------------------------------------------ ----------------------------------------------------
Item 6.03- Change in Credit Enhancement or External Support                         Depositor/Trustee                  
------------------------------------------------------------------ ----------------------------------------------------
    Item 6.04- Failure to Make a Required Distribution                                   Trustee                       
------------------------------------------------------------------ ----------------------------------------------------
       Item 6.05- Securities Act Updating Disclosure                                    Depositor                      
------------------------------------------------------------------ ----------------------------------------------------
            Item 7.01- Regulation FD Disclosure                                         Depositor                      
------------------------------------------------------------------ ----------------------------------------------------
                         Item 8.01                                                      Depositor                      
------------------------------------------------------------------ ----------------------------------------------------

EX-4 52nd “Page” of 65 TOC 1st Previous Next ↓Bottom Just 52nd
EXHIBIT T 

INTEREST RATE SWAP AGREEMENT

BARCLAYS BANK PLC                                                               
200 Park Avenue                                                                 
New York, New York  10166                                                       
212-412-4000                                                                    
NYLIB5 885111.4                                                                 

DATE:                  February 23, 2006                                        

TO:                    Wells Fargo Bank, National Association, not              
                 individually, but solely as Trustee for Securitized
                   Asset Backed Receivables LLC Trust 2006-FR1, Mortgage
        Pass-Through Certificates, Series 2006-FR1

ATTENTION:             Client Manager - SABR 2006-FR1                           

TELEPHONE:             410-884-2000                                             

FACSIMILE:             410-715-2380                                             

FROM:                  Barclays Bank PLC                                        

TELEPHONE:             44(20) 777 36810                                         

FACSIMILE:             44(20) 777 36461                                         

SUBJECT:               Fixed Income Derivatives Confirmation and Agreement      

REFERENCE NUMBER:      1081600B                                                 

The purpose of this letter agreement ("Agreement") is to confirm the terms and  
conditions of the Transaction entered into on the Trade Date specified below    
(the "Transaction") between Barclays Bank PLC ("Barclays") and Wells Fargo Bank,
National Association, not individually, but solely as Trustee ("Counterparty")  
under the Pooling and Servicing Agreement, dated and effective as of February 1,
2006, among Securitized Asset-Backed Receivables LLC, Fremont Investment & Loan,
as Responsible Party, HomEq Servicing Corporation, as Servicer, MortgageRamp,   
Inc., as Loan Performance Advisor, and Wells Fargo Bank, National Association,  
as Trustee (the "Pooling and Servicing Agreement") for the Securitized Asset    
Backed Receivables LLC Trust 2006-FR1, Mortgage Pass-Through Certificates,      
Series 2006-FR1. This Agreement, which evidences a complete and binding         
agreement between you and us to enter into the Transaction on the terms set     
forth below, constitutes a "Confirmation" as referred to in the "ISDA Form      
Master Agreement" (as defined below), as well as a "Schedule" as referred to in 
the ISDA Form Master Agreement.                                                 

1.    This Agreement is subject to the 2000 ISDA Definitions (the               
   "Definitions"), as published by the International Swaps and Derivatives
 Association, Inc. ("ISDA"). You and we have agreed to enter into this
Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master 
Agreement (Multicurrency-Cross Border) form (the "ISDA Form Master  
     Agreement") but, rather, an ISDA Form Master Agreement attached hereto as
     Exhibit B shall be deemed to have been executed by you and us on the date
      we entered into the Transaction. In the event of any inconsistency between
 the provisions of this Agreement and the Definitions or the ISDA Form
Master Agreement, this Agreement shall prevail for purposes of the  
Transaction. Terms capitalized but not defined herein shall have the
meanings attributed to them in the Pooling and Servicing Agreement. 

2.    The terms of the particular Transaction to which this Confirmation relates
are as follows:                                                     

                                                        [Enlarge/Download Table]

                                                                                                       
Notional Amount:................................... With respect to any Calculation Period, the amount 
                                                    set forth for such period in Schedule I attached   
                                                    hereto.                                            

Trade Date:........................................ February 23, 2006                                  

Effective Date:.................................... February 23, 2006                                  

Termination Date:.................................. November 25, 2010                                  

Fixed Amount:                                                                                          

         Fixed Rate Payer:......................... Counterparty                                       

         Fixed Rate Payer Payment Date:............ Early Payment shall be applicable.  For each       
                                                    Calculation Period, the Floating Rate Payer Payment
                                                    Date shall be the first Business Day prior to the  
                                                    related Floating Rate Payer Period End Date.       

         Fixed Rate Payer Period End                                                                   
           Dates:.................................. The 25th calendar day of each month during the Term
                                                    of this Transaction, commencing March 25, 2006 and 
                                                    ending on the Termination Date, subject to No      
                                                    Adjustment.                                        

         Fixed Rate:............................... 5.011%                                             

         Fixed Amount:............................. To be determined in accordance with the following  
                                                    formula:                                           

                                                    100 * Fixed Rate * Notional Amount * Fixed Rate Day
                                                    Count Fraction.                                    

         Fixed Rate Day Count Fraction:............ 30/360                                             

Floating Amounts:                                                                                      

         Floating Rate Payer:...................... Barclays                                           

         Floating Rate Payer Payment                                                                   

           Dates:.................................. Early Payment shall be applicable.  For each       
                                                    Calculation Period, the Floating Rate Payer Payment
                                                    Date shall be the first Business Day prior to the  
                                                    related Floating Rate Payer Period End Date.       

         Floating Rate Payer Period                                                                    

           End Dates:.............................. The 25th calendar day of each month during the Term
                                                    of this Transaction, commencing March 25, 2006 and 
                                                    ending on the Termination Date, subject to         
                                                    adjustment in accordance with the Business Day     
                                                    Convention.                                        

         Floating Rate Option:..................... USD-LIBOR-BBA                                      

         Floating Amount:.......................... To be determined in accordance with the following  
                                                    formula:                                           

                                                    100 * Floating Rate * Notional Amount *            
                                                    Floating Rate Day Count Fraction.                  

         Designated Maturity:...................... One month                                          

         Floating Rate Day Count Fraction:......... Actual/360                                         

         Reset Dates:.............................. The first day of each Calculation Period.          

         Compounding:.............................. Inapplicable                                       

Business Days:..................................... New York                                           

Business Day Convention:........................... Following                                          

3.    Additional Provisions: Each party hereto is hereby advised and            
acknowledges that the other party has engaged in (or refrained from 
engaging in) substantial financial transactions and has taken (or   
    refrained from taking) other material actions in reliance upon the entry
   by the parties into the Transaction being entered into on the terms and
conditions set forth herein and in the Confirmation relating to such
      Transaction, as applicable. This paragraph shall be deemed repeated on the
trade date of each Transaction.                                     

4.    Provisions Deemed Incorporated in a Schedule to the ISDA Form Master      
Agreement:                                                          

      1)    The parties agree that subparagraph (ii) of Section 2(c) of the ISDA
Form Master Agreement will apply to any Transaction.    

2)    Termination Provisions. For purposes of the ISDA Form Master  
Agreement:                                              

 (a)   "Specified Entity" is not applicable to Barclays or
Counterparty for any purpose.               

          (b)   "Breach of Agreement" provision of Section 5(a)(ii) will not
apply to Barclays or Counterparty.          

           (c)   "Credit Support Default" provisions of Section 5(a)(iii) will
not apply to Counterparty.                  

         (d)   "Misrepresentation" provisions of Section 5(a)(iv) will not
apply to Barclays or Counterparty.          

      (e)   "Specified Transaction" is not applicable to Barclays or
   Counterparty for any purpose, and, accordingly,
                Section 5(a)(v) shall not apply to Barclays or Counterparty.

         (f)   The "Cross Default" provisions of Section 5(a)(vi) will not
apply to Barclays or to Counterparty.       

(g)   The "Merger Without Assumption" provisions of     
      Section 5(a)(viii) will not apply to Counterparty.

           (h)   The "Credit Event Upon Merger" provisions of Section 5(b)(iv)
will not apply to Barclays or Counterparty. 

           (i)   With respect to Counterparty only, the "Bankruptcy" provision
              of Section 5(a)(vii)(2) is hereby amended as follows: "(2)
               becomes insolvent or is unable to pay its debts (other than
             payments due to holders of its Class M, Class B, Class X,
           Class P and Class R Certificates) or fails or admits in
                writing its inability generally to pay its debts (other than
                 payments to holders of its Class M, Class B, Class X, Class P
  and Class R Certificates) as they become due."

         (j)   The "Automatic Early Termination" provision of Section 6(a)
                 will not apply to Barclays or to Counterparty; provided that,
              if the Event of Default specified in Section 5(a)(vii)(1),
                  (3), (4), (5), (6) or, to the extent analogous thereto, (8) is
                governed by a system of law that does not permit termination
               to take place after the occurrence of the relevant Event of
             Default with respect to a party, then the Automatic Early
            Termination provision of Section 6(a) will apply to such
party.                                      

            (k)   Payments on Early Termination. For the purpose of Section 6(e)
of the ISDA Form Master Agreement:          

(i)   Market Quotation will apply.          

(ii)  The Second Method will apply.         

 (l)   "Termination Currency" means United States Dollars.

3)    Tax Representations.                                          

          Payer Representations. For the purpose of Section 3(e) of the ISDA
           Form Master Agreement, Barclays and Counterparty make the following
representations:                                        

                It is not required by any applicable law, as modified by the
               practice of any relevant governmental revenue authority, of
                  any Relevant Jurisdiction to make any deduction or withholding
             for or on account of any Tax from any payment (other than
                  interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form
               Master Agreement) to be made by it to the other party under
                 this Agreement. In making this representation, it may rely on
             (i) the accuracy of any representations made by the other
          party pursuant to Section 3(f) of the ISDA Form Master
                  Agreement, (ii) the satisfaction of the agreement contained in
                  Section 4(a)(i) or 4(a)(iii) of the ISDA Form Master Agreement
                  and the accuracy and effectiveness of any document provided by
               the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
                the ISDA Form Master Agreement and (iii) the satisfaction of
                 the agreement of the other party contained in Section 4(d) of
                 the ISDA Form Master Agreement, provided that it shall not be
               a breach of this representation where reliance is placed on
              clause (ii) and the other party does not deliver a form or
          document under Section 4(a)(iii) by reason of material
  prejudice of its legal or commercial position.

         Payee Representations. (i) For the purpose of Section 3(f) of the
ISDA Form Master Agreement, Barclays makes the following
representations:                                        

            (a)   Barclays is duly incorporated and validly existing as a public
company with liability under English law.   

          (b)   Barclays is fully eligible for the benefits of the "Business
                 Profits" or "Industrial and Commercial Profits" provision, as
           the case may be, the "Interest" provision or the "Other
           Income" provision (if any) of the Specified Treaty with
           respect to any payment described in such provisions and
            received or to be received by it in connection with this
               Agreement and no such payment is attributable to a trade or
                  business carried on by it through a permanent establishment in
the Specified Jurisdiction.                 

If such representation applies, then:       

                "Specified Treaty" means, with respect to a Transaction, the
           Convention for the Avoidance of Double Taxation and the
                Prevention of Fiscal Evasion with Respect to Taxes on Income
               on Capital Gains, U.S.-U.K. (effective March 31, 2003); and

           "Specified Jurisdiction" means United States of America

     (c)   Barclays is a "non-U.S. branch of a foreign person" for
                 purposes of section 1.1441-4(a)(3)(ii) and a "foreign person"
               for purposes of section 1.6041-4(a)(4) of the United States
Treasury Regulations.                       

   (ii)  The following representation applies to Counterparty:

               Counterparty represents that it is a trust formed under the
           Pooling and Servicing Agreement and is a "United States
                 person" as such term is defined in Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended.  

4)    The ISDA Form Master Agreement is hereby amended as follows:  

            (a)   The word "third" shall be replaced by the word "second" in the
         third line of Section 5(a)(i) of the ISDA Form Master
Agreement;                                  

5)    Documents to be Delivered. For the purpose of Section 4(a):   

        (1)   Tax forms, documents, or certificates to be delivered are:

                                                        [Enlarge/Download Table]

            Party required                          Form/Document/                          Date by which             
          to deliver document                         Certificate                          to be delivered            
---------------------------------------- -------------------------------------- --------------------------------------
                                                                                                                      
               Barclays                  A correct, complete and executed       (i) Before the first Payment Date     
                                         U.S. Internal Revenue Service Form     under  this Agreement, (ii) before    
                                         W-8BEN, or any successor thereto,      December 31 of each third             
                                         including appropriate attachments,     succeeding calendar year,             
                                         that eliminates U.S. federal           (iii) promptly upon reasonable        
                                         withholding tax and backup             demand by Counterparty, and           
                                         withholding tax on payments under      (iv) promptly upon learning that      
                                         this Agreement.                        any such Form previously provided     
                                                                                by Barclays has become obsolete or    
                                                                                incorrect.                            

             Counterparty                A complete and executed U.S.           (i) Before the first Payment Date     
                                         Internal Revenue Service Form W-9      under this Agreement, (ii) promptly   
                                         (or any successor thereto) that        upon reasonable demand by Barclays,   
                                         eliminates U.S. federal backup         and (iii) promptly upon learning      
                                         withholding tax on payments under      that any such form previously         
                                         this Agreement.                        provided by Counterparty has become   
                                                                                obsolete or incorrect.                

(2)   Other documents to be delivered are:              

                                                        [Enlarge/Download Table]

     Party required to                 Form/Document/                  Date by which         Covered by Section 3(d)  
      deliver document                   Certificate                  to be delivered            Representation       
----------------------------- ---------------------------------- -------------------------- --------------------------
                                                                                                                      
Barclays and the              Any documents required by the      Upon the execution and     Yes                       
Counterparty                  receiving party to evidence the    delivery of this                                     
                              authority of the delivering        Agreement and such                                   
                              party or its Credit Support        Confirmation                                         
                              Provider, if any, for it to                                                             
                              execute and deliver this                                                                
                              Agreement, any Confirmation,                                                            
                              and any Credit Support                                                                  
                              Documents to which it is a                                                              
                              party, and to evidence the                                                              
                              authority of the delivering                                                             
                              party or its Credit Support                                                             
                              Provider to perform its                                                                 
                              obligations under this                                                                  
                              Agreement, such Confirmation                                                            
                              and/or Credit Support Document,                                                         
                              as the case may be                                                                      

Barclays and the              A certificate of an authorized     Upon the execution and     Yes                       
Counterparty                  officer of the party, as to the    delivery of this                                     
                              incumbency and authority of the    Agreement and such                                   
                              respective officers of the         Confirmation                                         
                              party signing this Agreement,                                                           
                              any relevant Credit Support                                                             
                              Document, or any Confirmation,                                                          
                              as the case may be                                                                      

6)    Miscellaneous. Miscellaneous                                  

           (a)   Address for Notices: For the purposes of Section 12(a) of the
ISDA Form Master Agreement:                 

      Address for notices or communications to Barclays:

         Address:    5 The North Colonnade
                     Canary Wharf  E14 4BB
Attention:  Swap Desk   
    Facsimile:  44(20) 777 36461
    Telephone:  44(20) 777 36810

(For all purposes)                          

              Address for notices or communications to the Counterparty:

                          Address:    Wells Fargo Bank, National Association
                       9062 Old Annapolis Road
                         Columbia, Maryland  21045
                  Attention:  Client Manager - SABR 2006-FR1
Facsimile:  410-715-2380
Phone:      410-884-2000

(For all purposes)                          

(b)   Process Agent. For the purpose of Section 13(c):  

          Barclays appoints as its Process Agent: Not Applicable

                  The Counterparty appoints as its Process Agent: Not Applicable

        (c)   Offices. The provisions of Section 10(a) will not apply to
                  this Agreement; neither Barclays nor the Counterparty have any
              Offices other than as set forth in the Notices Section and
                  Barclays agrees that, for purposes of Section 6(b) of the ISDA
                 Form Master Agreement, it shall not in future have any Office
other than one in the United States.        

        (d)   Multibranch Party. For the purpose of Section 10(c) of the
ISDA Form Master Agreement:                 

Barclays is not a Multibranch Party.        

The Counterparty is not a Multibranch Party.

   (e)   Calculation Agent. The Calculation Agent is Barclays.

         (f)   Credit Support Document. Not applicable with respect to the
              Counterparty. With respect to Barclays, the Credit Support
              Annex by and between the parties hereto dated as of a date
                 even herewith shall be a Credit Support Document in such case
                  that Barclays elects to post collateral pursuant to Section 12
hereof.                                     

(g)   Credit Support Provider.                          

Barclays: Not Applicable                    

The Counterparty: Not Applicable            

            (h)   Governing Law. The parties to this Agreement hereby agree that
                  the law of the State of New York shall govern their rights and
                duties in whole without regard to conflict of law provisions
       thereof other than New York General Obligations Law
Sections 5-1401 and 5-1402.                 

          (i)   Severability. If any term, provision, covenant, or condition
                 of this Agreement, or the application thereof to any party or
                  circumstance, shall be held to be invalid or unenforceable (in
          whole or in part) for any reason, the remaining terms,
                  provisions, covenants, and conditions hereof shall continue in
                full force and effect as if this Agreement had been executed
                 with the invalid or unenforceable portion eliminated, so long
                  as this Agreement as so modified continues to express, without
                 material change, the original intentions of the parties as to
                 the subject matter of this Agreement and the deletion of such
               portion of this Agreement will not substantially impair the
       respective benefits or expectations of the parties.

      The parties shall endeavor to engage in good faith
              negotiations to replace any invalid or unenforceable term,
                provision, covenant or condition with a valid or enforceable
                  term, provision, covenant or condition, the economic effect of
              which comes as close as possible to that of the invalid or
         unenforceable term, provision, covenant or condition.

     (j)   Consent to Recording. Each party hereto consents to the
                  monitoring or recording, at any time and from time to time, by
                  the other party of any and all communications between officers
                  or employees of the parties, waives any further notice of such
                  monitoring or recording, and agrees to notify its officers and
employees of such monitoring or recording.  

           (k)   Waiver of Jury Trial. Each party waives any right it may have
                to a trial by jury in respect of any Proceedings relating to
  this Agreement or any Credit Support Document.

            (l)   Trustee Capacity. It is expressly understood and agreed by the
                parties hereto that insofar as this Confirmation is executed
                  by the Trustee (i) this Confirmation is executed and delivered
        by Wells Fargo Bank, National Association not in its
               individual capacity but solely as Trustee under the Pooling
               and Servicing Agreement referred to in this Confirmation in
               the exercise of the powers and authority conferred upon and
          vested in it, and pursuant to instructions set for the
               therein, (ii) each of the representations, undertakings and
                  agreements herein made on the part of Securitized Asset Backed
                Receivables LLC Trust 2006-FR1 is made and intended not as a
              personal representation, undertaking or agreement by Wells
                 Fargo Bank, National Association but is made and intended for
         the purposes of binding only Securitized Asset Backed
                  Receivables LLC Trust 2006-FR1, (iii) nothing herein contained
                 shall be construed as imposing any liability opon Wells Fargo
              Bank, National Association, individually or personally, to
              perform any covenant either expressed or implied contained
                 herein, all such liability, if any, being expressly waived by
                the parties hereto and by any Person claiming by, through or
             under the parties hereto, and (iv) under no circumstances
                  shall Wells Fargo Bank, National Association in its individual
        capacity be personally liable for the payment of any
            indebtedness or expenses or be personally liable for the
                 breach or failure of any obligation, representation, warranty
                 or covenant made or undertaken under this Confirmation or any
other related documents.                    

            (m)   Proceedings. Barclays shall not institute against or cause any
                  other person to institute against, or join any other person in
                 instituting against, Securitized Asset Backed Receivables LLC
                 Trust 2006-FR1 or Wells Fargo Bank, National Association, not
        individually, but solely as Trustee, any bankruptcy,
          reorganization, arrangement, insolvency or liquidation
                proceedings, or other proceedings under any federal or state
                  bankruptcy or similar law for a period of one year and one day
               (or, if longer, the applicable preference period) following
           payment in full of the Certificates (as defined below).

   7)    "Affiliate" Barclays and Counterparty shall be deemed to not have
    any Affiliates for purposes of this Agreement, including for
purposes of Section 6(b)(ii).                           

  8)    Section 3 of the ISDA Form Master Agreement is hereby amended by
adding at the end thereof the following subsection (g): 

"(g)  Relationship Between Parties.                     

            Subject to Section 4(6)(l) of this Agreement, each party
                  represents to the other party on each date when it enters into
a Transaction that:                         

            (1)   Nonreliance. It is not relying on any statement or
               representation of the other party regarding the
                     Transaction (whether written or oral), other than the
                       representations expressly made in this Agreement or the
            Confirmation in respect of that Transaction.

(2)   Evaluation and Understanding.         

                      (i)   Barclays is acting for its own account and Wells
                         Fargo Bank, National Association is acting as
                             Trustee under the Pooling and Servicing Agreement
                           and not for its own account. Each party has the
                       capacity to evaluate (internally or through
                            independent professional advice) the Transaction
                           and has made its own decision to enter into the
Transaction;        

                       (ii)  It understands the terms, conditions and risks of
                             the Transaction and is willing and able to accept
                          those terms and conditions and to assume those
                 risks, financially and otherwise; and

                        (iii) The other party is not acting as a fiduciary or an
                          advisor for it in respect of this Transaction.

               (3)   Purpose. It is an "eligible swap participant" as such
                        term is defined in Section 35.1(b)(2) of the regulations
                 (17 C.F.R 35) promulgated under, and an "eligible
                        contract participant" as defined in Section 1(a)(12) of,
                 the Commodity Exchange Act, as amended, and it is
                 entering into the Transaction for the purposes of
                   managing its borrowings or investments, hedging its
                        underlying assets or liabilities or in connection with a
line of business.               

                (4)   Status of Parties. The other party is not acting as an
                    agent, fiduciary or advisor for it in respect of the
Transaction."                   

   9)    Set-off. Notwithstanding any other provision of this Agreement or
      any other existing or future agreement, each party irrevocably
        waives any and all rights it may have to set off, net, recoup or
          otherwise withhold, suspend or condition payment or performance of
           any obligation between it and the other party hereunder against any
 obligation between it and the other party under any other
           agreements. The provisions for Set-off set forth in Section 6(e) of
       the Agreement shall not apply for purposes of this Transaction.

     10)   Transfer, Amendment and Assignment. No transfer, amendment, waiver,
        supplement, assignment or other modification of this Transaction
           shall be permitted by either party unless each of Standard & Poor's
      Ratings Service, a division of The McGraw-Hill Companies, Inc.
           ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Dominion Bond
        Rating Service ("DBRS") and Fitch Ratings ("Fitch", and together
    with S&P, Moody's and DBRS, the "Rating Agencies"), has been
         provided notice of the same and confirms in writing (including by
           facsimile transmission) promptly after such notice is given that it
     will not downgrade, qualify, withdraw or otherwise modify its
           then-current rating of the Securitized Asset Backed Receivables LLC
           Trust 2006-FR1, Mortgage Pass-Through Certificates, Series 2006-FR1
      (the "Certificates"). In addition, the Trust may not assign or
     transfer all or a portion of this Agreement without the prior
written consent of Barclays.                            

     11)   Additional Termination Events. The following Additional Termination
           Events will apply, in each case with respect to the Counterparty as
  the sole Affected Party (unless otherwise provided below):

                (i)   The Pooling and Servicing Agreement is amended without
                     the consent of Barclays and such amendment materially
                and adversely affects the rights or interests of
Barclays.                       

         (ii)  Barclays fails to comply with the Rating Agency
                      Downgrade provisions as set forth in Section 12 below.
                     For all purposes of this Agreement, Barclays shall be
                      the sole Affected Party with respect to the occurrence
                        of a Termination Event described in this Section 11(ii).

            (iii) Notice of the Majority Class X Certificateholder's
                intention to exercise its option to purchase the
                      Mortgage Loans pursuant to Section 9.01 of the Pooling
                  and Servicing Agreement is given by the Trustee to
                  Certificateholders pursuant to Section 9.02 of the
                    Pooling and Servicing Agreement. Notwithstanding the
              foregoing, this clause shall not constitute an
                   Additional Termination Event until such date as the
                  notice of the Majority Class X Certificateholder's
                intention to exercise its option to purchase the
                      Mortgage Loans can no longer be withdrawn or rescinded
                       in accordance with the Pooling and Servicing Agreement.

                 (iv)  Upon the irrevocable direction to dissolve or otherwise
                     terminate the Trust following which all assets of the
                 Trust will be liquidated and the proceeds of such
                  liquidation distributed to the Certificateholders.

  12)   Rating Agency Downgrade. In the event that (x) any of the Rating
    Agencies downgrades Barclays' rating below the Required Swap
      Counterparty Rating (but Barclays has (i) a rating of at least
         "BBB-" or "A-3", if applicable, by S&P, (ii) a rating of at least
         "BBB-" or "F3", if applicable, by Fitch, or (iii) (x) if Barclays
          has only a long-term rating, a rating of at least "A2" by Moody's,
            or (y) if Barclays has a long-term rating and a short-term rating, a
            rating of at least "A3" or "P2", if applicable, by Moody's) or, S&P,
       Fitch or Moody's withdraws its ratings of Barclays, then within
          30 days after such rating withdrawal or downgrade, Barclays shall,
          subject to the Rating Agency Condition, at its own expense, either
     (i) cause another entity to replace Barclays as party to this
      Agreement that meets or exceeds the Required Swap Counterparty
            Rating on terms substantially similar to this Agreement, (ii) obtain
            a guaranty of, or a contingent agreement of, another person with the
        Required Swap Counterparty Rating to honor Barclays' obligations
           under this Agreement, (iii) collateralize its exposure to the Trust
          pursuant to an ISDA Credit Support Annex substantially in the form
            attached hereto as Exhibit A; provided that such ISDA Credit Support
           Annex shall be made a credit support document for Barclays pursuant
            to an amendment to this Agreement, or (iv) take other steps, if any,
   to enable the Trust to satisfy the Rating Agency Condition.
            Notwithstanding the foregoing, in the event that Barclays' long term
        rating or short term rating is withdrawn by S&P, Barclays shall,
       subject to the Rating Agency Condition, cause another entity to
         replace Barclays as party to this Agreement that meets or exceeds
            the Required Swap Counterparty Rating on terms substantially similar
          to this Agreement within 10 days from such ratings withdrawal. For
         purposes of this provision, "Rating Agency Condition" means, with
           respect to any particular proposed act or omission to act hereunder
         that the party acting or failing to act must consult with each of
           the Rating Agencies then providing a rating of the Certificates and
         receive from each Rating Agency a prior written confirmation that
      the proposed action or inaction would not cause a downgrade or
  withdrawal of the then-current rating of the Certificates.

            Notwithstanding the foregoing, within 10 days from the occurrence of
           any of the following conditions, Barclays must use its commercially
        reasonable efforts to find a party, subject to the Rating Agency
            Condition, acceptable to Counterparty, which acceptance shall not be
     unreasonably withheld, to whom all of Barclays' interests and
        obligations under this Agreement shall be assigned at no cost to
         Counterparty, and following which Barclays shall be released from
all further obligations under this Agreement:           

                 (1) Barclays' Short Term rating is reduced below "A-3" by S&P
                 or Barclays' Long Term rating is reduced below "BBB-" by S&P;

                  (2) Barclays' Short Term rating is reduced below "F3" by Fitch
            or Barclays' Long Term rating is reduced below "BBB-" by
Fitch; or                                   

                  (3) (A) if Barclays has only a long-term rating, its rating is
           reduced below "A2" by Moody's, or (B) if Barclays has a
           long-term rating and a short-term rating, its rating is
          reduced below "A3" or "P2", if applicable, by Moody's.

           For purposes of this provision, "Required Swap Counterparty Rating"
            means, with respect to Barclays (or any successor to or guarantor of
        Barclays under this Agreement, if applicable), (x) either (i) if
          Barclays (or such successor to or guarantor of Barclays under this
           Agreement, if applicable) has only a long-term rating by Moody's, a
            long-term senior, unsecured debt obligation rating, credit rating or
            other similar rating (as the case may be, the "Long-Term Rating") of
         at least "Aa3" by Moody's and if rated "Aa3" by Moody's is not on
     negative credit watch by Moody's or (ii) if Barclays (or such
      successor to or guarantor of Barclays under this Agreement, if
     applicable) has a Long-Term Rating and a short-term rating by
     Moody's, a Long-Term Rating of at least "A1" by Moody's and a
            short-term rating of "P-1" by Moody's and, in each case, such rating
        is not on negative credit watch by Moody's, (y) (i) a short-term
    rating of at least "A-1" by S&P or (ii) if Barclays (or such
      successor to or guarantor of Barclays under this Agreement, if
         applicable) does not have a short-term rating by S&P, a Long-Term
          Rating of at least "A+" by S&P and (z) (i) short-term rating of at
        least "F1" by Fitch or (ii) if Barclays (or such successor to or
           guarantor of Barclays under this Agreement, if applicable) does not
         have a short-term rating by Fitch, a Long-Term Rating of at least
"A+" by Fitch.                                          

    NEITHER BARCLAYS BANK PLC NOR ANY SUBSIDIARY OR AFFILIATE OF
       BARCLAYS BANK PLC OTHER THAN BARCLAYS IS AN OBLIGOR OR A CREDIT
SUPPORT PROVIDER ON THIS AGREEMENT.                     

5.    Account Details and Settlement Information:                               

Payments to Barclays:                       

                  Correspondent:  Barclays Bank PLC New York
FEED: 026002574         
    Beneficiary:  Barclays Swaps
         Beneficiary Account:  050-01922-8

Payments to Counterparty:                   

              Wells Fargo Bank, National Association
San Francisco, CA       
ABA No.:  121-000-248   
Account No.:  3970771416
               Account Name:  Corporate Trust Clearing
                  FFC:  17214200, SABR 2006-FR1 Swap Account

The time of dealing will be confirmed by Barclays upon written request. Barclays
is regulated by the Financial Services Authority.                               

This Agreement may be executed in several counterparts, each of which shall be  
deemed an original but all of which together shall constitute one and the same  
instrument.                                                                     

Counterparty hereby agrees to check this Confirmation and to confirm that the   
foregoing correctly sets forth the terms of the Transaction by signing in the   
space provided below and returning to Barclays a facsimile of the fully-executed
Confirmation to Incoming Transaction Documentation, Barclays Capital Global OTC 
Transaction Documentation & Management, Global Operations, Fax +(44)            
20-7773-6810/6857, Tel +(44) 20-7773-6901/6904/6965 and mailing the signed copy 
to Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London E14 4BB,      
Attention of Incoming Transaction Documentation, Barclays Capital Global OTC    
Transaction Documentation & Management, Global Operation. This facsimile shall  
be the only documentation in respect of the Transaction and accordingly no hard 
copy versions of this Confirmation for this Transaction shall be provided unless
the Counterparty requests.                                                      

EX-4 53rd “Page” of 65 TOC 1st Previous Next ↓Bottom Just 53rd
We are very pleased to have executed this Transaction with you and we look      
forward to completing other transactions with you in the near future.           

                 Very truly yours,

                 BARCLAYS BANK PLC

                          By:    /s/ Adam Carysforth
                                       -------------------------------
                              Name:  Adam Carysforth
                                   Title: Authorised Signatory

Counterparty, acting through its duly authorized signatory, hereby agrees to,   
accepts and confirms the terms of the foregoing as of the Trade Date.           

                                        SECURITIZED ASSET BACKED RECEIVABLES LLC
              TRUST 2006-FR1

                              By: Wells Fargo Bank, National
                                         Association, not individually but
                                         solely as Trustee for Securitized
                                          Asset Backed Receivables LLC Trust
                2006-FR1

                            By:    /s/ Amy Doyle
                                           ---------------------------
                                Name:  Amy Doyle
                                     Title: Vice President

EX-4 54th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 54th
SCHEDULE I

                                                        [Enlarge/Download Table]

  Period       From and including           To but excluding           Notional Amount (USD)     
----------- -------------------------- ---------------------------- -----------------------------
                                                                                                 
      1          Effective Date                      3/25/2006                  9,886,015.73     
      2               3/25/2006                      4/25/2006                  9,649,060.43     
      3               4/25/2006                      5/25/2006                  9,335,498.81     
      4               5/25/2006                      6/25/2006                  9,015,259.70     
      5               6/25/2006                      7/25/2006                  8,689,376.53     
      6               7/25/2006                      8/25/2006                  8,358,901.92     
      7               8/25/2006                      9/25/2006                  8,024,901.85     
      8               9/25/2006                     10/25/2006                  7,685,547.70     
      9              10/25/2006                     11/25/2006                  7,344,942.90     
     10              11/25/2006                     12/25/2006                  7,004,162.37     
     11              12/25/2006                      1/25/2007                  6,664,285.70     
     12               1/25/2007                      2/25/2007                  6,333,629.97     
     13               2/25/2007                      3/25/2007                  6,019,362.35     
     14               3/25/2007                      4/25/2007                  5,720,663.85     
     15               4/25/2007                      5/25/2007                  5,436,756.75     
     16               5/25/2007                      6/25/2007                  5,166,902.69     
     17               6/25/2007                      7/25/2007                  4,910,400.39     
     18               7/25/2007                      8/25/2007                  4,666,584.04     
     19               8/25/2007                      9/25/2007                  4,434,401.87     
     20               9/25/2007                     10/25/2007                  2,310,178.90     
     21              10/25/2007                     11/25/2007                    573,044.19     
     22              11/25/2007                     12/25/2007                    535,985.70     
     23              12/25/2007                      1/25/2008                    501,997.10     
     24               1/25/2008                      2/25/2008                    470,780.02     
     25               2/25/2008                      3/25/2008                    442,273.67     
     26               3/25/2008                      4/25/2008                    416,431.14     
     27               4/25/2008                      5/25/2008                    392,801.54     
     28               5/25/2008                      6/25/2008                    371,049.43     
     29               6/25/2008                      7/25/2008                    350,918.05     
     30               7/25/2008                      8/25/2008                    332,205.94     
     31               8/25/2008                      9/25/2008                    314,553.19     
     32               9/25/2008                     10/25/2008                    289,210.22     
     33              10/25/2008                     11/25/2008                    264,347.88     
     34              11/25/2008                     12/25/2008                    251,401.28     
     35              12/25/2008                      1/25/2009                    239,068.75     
     36               1/25/2009                      2/25/2009                    227,315.23     
     37               2/25/2009                      3/25/2009                    216,108.67     
     38               3/25/2009                      4/25/2009                    205,412.24     
     39               4/25/2009                      5/25/2009                    195,202.72     
     40               5/25/2009                      6/25/2009                    185,457.95     
     41               6/25/2009                      7/25/2009                    176,156.78     
     42               7/25/2009                      8/25/2009                    167,279.04     
     43               8/25/2009                      9/25/2009                    158,805.46     
     44               9/25/2009                     10/25/2009                    151,002.37     
     45              10/25/2009                     11/25/2009                    143,554.37     
     46              11/25/2009                     12/25/2009                    136,445.32     
     47              12/25/2009                      1/25/2010                    129,659.81     
     48               1/25/2010                      2/25/2010                    123,183.14     
     49               2/25/2010                      3/25/2010                    117,001.26     
     50               3/25/2010                      4/25/2010                    111,100.77     
     51               4/25/2010                      5/25/2010                    105,468.88     
     52               5/25/2010                      6/25/2010                    100,093.39     
     53               6/25/2010                      7/25/2010                     94,962.63     
     54               7/25/2010                      8/25/2010                     90,065.48     
     55               8/25/2010                      9/25/2010                     85,290.94     
     56               9/25/2010                     10/25/2010                     80,948.34     
     57              10/25/2010                     11/25/2010                     76,461.93     
     58              11/25/2010                     12/25/2010                         -         

EX-4 55th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 55th
 EXHIBIT A
 ---------

Credit Support Annex

(Bilateral Form)                 (ISDA. Agreements Subject to New York Law Only)

 ISDA(R)

 International Swaps and Derivatives Association, Inc.

CREDIT SUPPORT ANNEX

to the Schedule to the

 ISDA Master Agreement deemed to be entered into

dated as of [________]

 between

       BARCLAYS BANK PLC          SECURITIZED ASSET BACKED RECEIVABLES LLC
              TRUST 2006-FR1

                                     By: Wells Fargo Bank, National Association,
                                         not individually, but solely as trustee
                                         of Securitized Asset Backed Receivables
                    LLC Trust 2006-FR1
.................................... and .......................................
("Party A")                              ("Party B") .  

This Annex supplements, forms part of, and is subject to, the above-referenced  
Agreement, is part of its Schedule and is a Credit Support Document under this  
Agreement with respect to each party.                                           

Accordingly, the parties agree as follows:--                                    

Paragraph 1.      Interpretation                                                

(a) Definitions and Inconsistency. Capitalized terms not otherwise defined      
herein or elsewhere in this Agreement have the meanings specified pursuant to   
Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs  
of this Annex. In the event of any inconsistency between this Annex and the     
other provisions of this Schedule, this Annex will prevail, and in the event of 
any inconsistency between Paragraph 13 and the other provisions of this Annex,  
Paragraph 13 will prevail.                                                      

(b) Secured Party and Pledgor. All references in this Annex to the "Secured     
Party" will be to either party when acting in that capacity and all             
corresponding references to the "Pledgor" will be to the other party when acting
in that capacity; provided, however, that if Other Posted Support is held by a  
party to this Annex, all references herein to that party as the Secured Party   
with respect to that Other Posted Support will be to that party as the          
beneficiary thereof and will not subject that support or that party as the      
beneficiary thereof to provisions of law generally relating to security         
interests and secured parties.                                                  

Paragraph 2.      Security Interest                                             

Each party, as the Pledgor, hereby pledges to the other party, as the Secured   
Party, as security for its Obligations, and grants to the Secured Party a first 
priority continuing security interest in, lien on and right of Set-off against  
all Posted Collateral Transferred to or received by the Secured Party hereunder.
Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the 
security interest and lien granted hereunder on that Posted Collateral will be  
released immediately and, to the extent possible, without any further action by 
either party.                                                                   

 Elections and Variables
to the ISDA Credit Support Annex
 dated as of
 between

      BARCLAYS BANK PLC          and          Securitized Asset Backed
                                              Receivables LLC Trust 2006-FR1

  ("Party A")                                ("Party B")

Paragraph 13                                                                    

(a)   Security Interest for "Obligations". The term "Obligations" as used in    
this Annex includes the following additional obligations:           

With respect to Party A: None.              

With respect to Party B: None.              

(b)   Credit Support Obligations.                                               

(i)   Delivery Amount, Return Amount and Credit Support Amount.     

           (A)   "Delivery Amount" has the meaning specified in Paragraph 3(a)
              , except that the words "upon a demand made by the Secured
             Party on or promptly following a Valuation Date" shall be
                 deleted and replaced with the words "not later than the close
          of business on the next Local Business Day following a
Valuation Date".                            

          (B)   "Return Amount" has the meaning specified in Paragraph 3(b).

          (C)   "Credit Support Amount" shall not have the meaning specified
           in Paragraph 3(b) and, instead, will have the following
meaning:                                    

                "Credit Support Amount" means, (a) for any Valuation Date on
                 which a Rating Agency Downgrade (as defined in the Agreement)
                has occurred and is continuing, the Secured Party's Modified
Exposure for that Valuation Date.           

(ii)  Eligible Credit Support. On any date, the following items will
qualify as "Eligible Credit Support" for each party:    

                                                                [Download Table]

                                                                   Valuation       
                                                                   Percentage      

                                                                                   
(A)  cash in U.S. Dollars                                          100%            

(B)  negotiable debt obligations issued after 18 July 1984 by the  98.6%           
     U.S. Treasury Department having a residual maturity on such                   
     date of less than 1 year (with local and foreign currency                     
     issuer ratings of Moody's Aa2 and S&P AA or above)                            

(C)  negotiable debt obligations issued after 18 July 1984 by the  To Be Determined
     U.S. Treasury Department having a residual maturity on such                   
     date equal to or greater than 1 year but less than 5 years                    
     (with local and foreign currency issuer ratings of Moody's                    
     Aa2 and S&P AA or above)                                                      

(D)  negotiable debt obligations issued after l8 July 1984 by the  To Be Determined
     U.S. Treasury Department having a residual maturity on such                   
     date equal to or greater than 5 years but less than 10                        
     years (with local and foreign currency issuer ratings of                      
     Moody's Aa2 and S&P AA or above)                                              

(E)  negotiable debt obligations of the Government National        To Be Determined
     Mortgage Association, the Federal National Mortgage                           
     Association, the Federal Home Loan Mortgage Corporation,                      
     the Student Loan Marketing Association or a Federal Home                      
     Loan Bank (all entities rated Moody's Aal and S&P AA+ or                      
     above) with a residual maturity on such date equal to or                      
     greater than 1 year but less than 3 years.                                    

(F)  negotiable debt obligations of the Government National        To Be Determined
     Mortgage Association, the Federal National Mortgage                           
     Association, the Federal Home Loan Mortgage Corporation,                      
     the Student Loan Marketing Association or a Federal Home                      
     Loan Bank (all entries rated Moody's Aa 1 and S&P AA+ or                      
     above) with a residual maturity on such date equal to or                      
     greater than 3 years but less than 5 years.                                   

(G)  negotiable debt obligations of the Government National        To Be Determined
     Mortgage Association, the Federal National Mortgage                           
     Association, the Federal Home Loan Mortgage Corporation,                      
     the Student Loan Marketing Association or a Federal Home                      
     Loan Bank (all entries rated Moody's Aal and S&P AA+ or                       
     above) with a residual maturity on such date equal to or                      
     greater than 5 years but less than 7 years.                                   

(H)  negotiable debt obligations of the Government National        To Be Determined
     Mortgage Association, the Federal National Mortgage                           
     Association, the Federal Home Loan Mortgage Corporation,                      
     the Student Loan Marketing Association or a Federal Home                      
     Loan Bank (all entries rated Moody's Aal and S&P AA+ or                       
     above) with a residual maturity on such date equal to or                      
     greater than 7 years but less than 10 years.                                  

         For the avoidance of doubt, where negotiable debt obligations are rated
       by only one of the above relevant rating agencies, the rating applied
 will be based on the rating of that agency. Notwithstanding the
        foregoing, the Eligible Collateral referenced above may only be posted
if S&P has assigned a rating to such Eligible Collateral.     

       Where the ratings of the relevant agencies differ with respect to the
        same negotiable debt obligation, the lower of the ratings shall apply.

      In addition, upon a Rating Agency Downgrade, Party A shall agree the
    Valuation Percentage in relation to (C) through (H) above with the
         relevant rating agency, which shall be S&P, DBRS, Moody's and Fitch (to
         the extent such ratings agency has provided a rating for the underlying
       Certificates); provided, however, that if Party A is required to post
         collateral in accordance with the terms of this Agreement it shall post
         only (A) and (B) above until such time as the Valuation Percentages are
agreed.                                                       

     (iii)    Other Eligible Support. Such Other Eligible Support as the
          Pledgor may designate; provided, at the expense of the
             Pledgor, the prior written consent of the relevant rating
                  agency, which shall be S&P, DBRS, Moody's or Fitch, shall have
                been obtained. For the avoidance of doubt there are no items
                  which qualify as Other Eligible Support as of the date of this
Annex.                                      

(iv)     Thresholds.                                          

(A)   "Independent Amount" means zero.      

(B)   "Threshold" means for Party A:        

                    1.    infinity, unless (i) a Rating Agency Downgrade
                             occurs and is continuing and (ii) Party A has not
                         otherwise complied with Section 4(12) of this
                           Agreement, then its Threshold shall be zero, or

                      2.    in the event that Party A has otherwise complied
                     with Section 4(12) of this Agreement, its
                    Threshold shall continue to be infinity.

        "Threshold" means, for Party B: infinity

               (C)   "Minimum Transfer Amount" means USD 20,000, provided,
                      however, with respect to the Secured Party at any time
                      when the Secured Party is a Defaulting Party, "Minimum
Transfer Amount" means zero.    

                  (D)   Rounding: The Delivery Amount and the Return Amount will
not be rounded.                 

(c)   Valuation and Timing.                                                     

     (i)   "Valuation Agent" means Party A. The Valuation Agent's calculations
           shall be in accordance with standard market practice using commonly
accepted third party sources.                           

     (ii)  "Valuation Date" means each Local Business Day which, if treated as
     a Valuation Date, would result in a Delivery Amount or Return
Amount.                                                 

 (iii) "Valuation Time" means the close of business in the city of the
           Valuation Agent on the Local Business Day before the Valuation Date
or date of calculation, as applicable, provided that the
           calculations of Value and Exposure will be made as of approximately
the same time on the same date.                         

 (iv)  "Notification Time" means 11:00 a.m., New York time, on a Local
Business Day.                                           

(d)   Conditions Precedent and Secured Party's Rights and Remedies. The         
     following Termination Event will be a "Specified Condition" for the party
   specified (that party being the Affected Party if the Termination Event
occurs with respect to that party): None.                           

(e)   Substitution.                                                             

      (i)   "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

(ii)  Consent. Not applicable.                                      

(f)   Dispute Resolution.                                                       

(i)   "Resolution Time" means 1:00 p.m. New York time on the Local  
          Business Day following the date on which the notice of the dispute
is given under Paragraph 5.                             

            Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), on any date,
           the Value of Eligible Credit Support will be calculated as follows:

         For Eligible Credit Support comprised of cash, the amount of such
cash.                                                   

            For Eligible Collateral comprising securities; the sum of (a)(x) the
        last bid price on such date for such securities on the principal
         national securities exchange on which such securities are listed,
          multiplied by the applicable Valuation Percentage or (y) where any
         such securities are not listed on a national securities exchange,
            the bid price for such securities quoted as at the close of business
      on such date by any principal market maker for such securities
   chosen by the Valuation Agent, multiplied by the applicable
            Valuation Percentage or (z) if no such bid price is listed or quoted
           for such date, the last bid price listed or quoted (as the case may
        be), as of the day next preceding such date on which such prices
          were available; multiplied by the applicable Valuation Percentage;
       plus (b) the accrued interest on such securities (except to the
     extent that such interest shall have been paid to the Pledgor
          pursuant to Paragraph 6(d)(ii) or included in the applicable price
referred to in subparagraph (a) above) as of such date. 

      (ii)  Alternative. The provisions of Paragraph 5 will apply; provided that
         the obligation of the appropriate party to deliver the undisputed
       amount to the other party will not arise prior to the time that
           would otherwise have applied to the Transfer pursuant to, or deemed
made, under Paragraph 3 if no dispute had arisen.       

(g)   Holding and Using Posted Collateral.                                      

(i)   Eligibility to Hold Posted Collateral; Custodians.            

          Party B is not and will not be entitled to hold Posted Collateral.
      Party B's Custodian will be entitled to hold Posted Collateral
          pursuant to Paragraph 6(b); provided that initially, the Custodian
         for Party B is Wells Fargo Bank, National Association, not in its
individual capacity, but solely as Administrator.       

     (ii)  Use of Posted Collateral. The provisions of Paragraph 6(c) will not
            apply to Party B; therefore, Party B will not have any of the rights
            specified in Paragraph 6(c)(i) or 6 (c)(ii); provided, however, that
   the Trustee shall invest Cash Posted Credit Support in such
        investments as designated by Party A, with losses (net of gains)
        incurred in respect of such investments to be for the account of
        Party A. The Secured Party is authorized to liquidate any Posted
     Credit Support pursuant to written instructions from Party A.

(h)   Distributions and Interest Amount.                                        

    (i)   Interest Rate. The "Interest Rate" will be the rate earned on Cash
Posted Credit Support pursuant to clause (g)(ii) above. 

  (ii)  Transfer of Interest Amount. The Transfer of the Interest Amount
        will be made on each Distribution Date only to the extent of the
interest rate provided for in (h)(i) above.             

      (iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii)
will not apply.                                         

(i)   Additional Representation(s).                                             

There are no additional representations by either party.

(j)   Other Eligible Support and Other Posted Support.                          

 (i)   "Value" with respect to Other Eligible Support and Other Posted
     Support shall have such meaning as the parties shall agree in
writing from time to time.                              

    (ii)  "Transfer" with respect to Other Eligible Support and Other Posted
     Support shall have such meaning as the parties shall agree in
writing from time to time.                              

(k)   Demands and Notices.                                                      

 All demands, specifications and notices under this Annex will be made
    pursuant to the Notices Section of this Agreement, save that any demand,
specification or notice:                                            

(i)   shall be given to or made at the following addresses:         

If to Party A:                

200 Park Avenue               
New York, NY 10166            
   Attention:  Collateral Management
Facsimile No.:  (212) 412-2670
Telephone No.:  (212) 412-2195

with a copy to:                                                     

General Counsel's Office      
200 Park Avenue               
New York, N.Y. 10166          

If to Party B:                                                      
                         Securitized Asset Backed Receivables LLC Trust 2006-FR1
        Wells Fargo Bank, National Association
9062 Old Annapolis Road       
Columbia, Maryland 21045      
                  Attention:  Trust Administration - SABR 2006-FR1
Facsimile No.: (410) 715-2380 
Telephone No:  (410) 884-2000 

with copies to:                                                     

Fitch Ratings                 
One State Street Plaza        
New York, NY 10004            

Standard & Poor's             
55 Water Street, 40th Floor   
New York, NY 10041            

 Moody's Investors Service, Inc.
99 Church Street              
New York, NY 10007            

Dominion Bond Rating Service  
One Exchange Plaza            
55 Broadway                   
New York, NY  10006           

or at such other address as the relevant party may from time to time
designate by giving notice (in accordance with the terms of this    
paragraph) to the other party;                                      

(ii)  shall (unless otherwise stated in this Annex) be deemed to be 
          effective at the time such notice is actually received unless such
        notice is received on a day which is not a Local Business Day or
            after the Notification Time on any Local Business Day in which event
          such notice shall be deemed to be effective on the next succeeding
Local Business Day.                                     

(l)   Address for Transfers.                                                    

Party A:                                                            

   For Cash:                                      For Treasury Securities:

Barclays Bank PLC, NY                          Bank of NYC/BBPLCLDN 
ABA #026-002-574                               ABA #021-000-018     
F/O Barclays Swaps & Options Group NY                               
A/C #: 050019228                                                    
REF:  Collateral                                                    

Party B:                                                            

Wells Fargo Bank, National Association                              
New York, NY                                                        
ABA:  121000248                                                     
Account No:  3970771416                                             
Account Name:  SAS Clearing                                         
FFC:  [______]                                                      
REF:  SABR 2006-FR1 Swap Account                                    

(m)   Other Provisions.                                                         

(i)   Additional Definitions. As used in this Annex:                

         "Local Business Day" means: (i) any day on which commercial banks
         are open for business (including dealings in foreign exchange and
          foreign currency deposits) in London, New York and the location of
          the Trustee, and (ii) in relation to a Transfer of Eligible Credit
       Support, a day on which the clearance system agreed between the
       parties for the delivery of Eligible Credit Support is open for
           acceptance and execution of settlement instructions (or in the case
        of a Transfer of Cash or other Eligible Credit Support for which
          delivery is contemplated by other means, a day on which commercial
            banks are open for business (including dealings for foreign exchange
      and foreign deposits) in New York and such other places as the
parties shall agree).                                   

 (ii)  Holding Collateral. The Secured Party shall cause any Custodian
            appointed hereunder to open and maintain a segregated account and to
   hold, record and identify all the Posted Collateral in such
      segregated account and, subject to Paragraph 8(a), such Posted
       Collateral shall at all times be and remain the property of the
      Pledgor and shall at no time constitute the property of, or be
            commingled with the property of, the Secured Party or the Custodian.

     (iii) Agreement as to Single Secured Party and Pledgor. Party A and Party
      B agree that, notwithstanding anything to the contrary in this
            Annex, (a) the term "Secured Party" as used in this Annex means only
        Party B, (b) the term "Pledgor" as used in this Annex means only
            Party A, (c) only Party A makes the pledge and grant in Paragraph 2,
           the acknowledgement in the final sentence of Paragraph 8(a) and the
    representations in Paragraph 9 and (d) Party A shall have no
   obligations under this Annex other than during a Collateral
Requirement Period.                                     

      (iv)  Form of Annex. The parties hereby agree that the text of the body of
            this Annex is intended to be the printed form of ISDA Credit Support
       Annex (Bilateral Form - ISDA Agreements Subject to New York Law
            version) as published and copyrighted by the International Swaps and
Derivatives Association, Inc.                           

  (v)   Exposure. The Parties agree that in the event of a Rating Agency
         Downgrade relating to an action taken by S&P, the Valuation Agent
         shall verify its calculation of the Secured Party's Exposure on a
   weekly basis but shall verify such valuation by seeking two
           quotations from Reference Market-makers at the end of each quarter.
          For the avoidance of doubt, the Valuation Agent must (i) obtain at
           least 2 Market Quotations (as stated above) and (ii) may not obtain
the quotations referred to above from the same Reference
        Market-maker in excess of four times during any 12 month period.
         Furthermore, the Exposure valuations should reflect the higher of
        two bids from Reference Market-makers that would be eligible and
     willing to provide the market quotation in the absence of the
           current provider. The collateral requirement should be based on the
            greater of the internal and external market quotations. In the event
            the verification procedures set forth above indicate that there is a
            deficiency in the amount of Eligible Collateral that has been posted
           to the Secured Party, the Pledgor shall post the amount of Eligible
         Collateral necessary to cure such deficiency to the Secured Party
within three Local Business Days.                       

(vi)  Expenses. Notwithstanding Paragraph 10, the Pledgor will be   
      responsible for, and will reimburse the Secured Party for, all
            transfer and other taxes and other costs involved in the transfer of
Eligible Collateral.                                    

(n)   Trustee Capacity                                                          

     It is expressly understood and agreed by the parties hereto that (i) this
      Annex is executed and delivered by Wells Fargo Bank, National Association,
   not individually or personally but solely as Trustee of the Trust under
the pooling and servicing agreement pursuant to which the Trust was 
  formed, in the exercise of the powers and authority conferred upon and
      vested in it, and pursuant to instructions set forth therein, (ii) each of
 the representations, undertakings and agreements by Wells Fargo Bank,
National Association is made and intended not as a personal         
  representation, undertaking or agreement of Wells Fargo Bank, National
    Association, but solely for the purpose of binding only the Trust, (iii)
      nothing herein contained shall be construed as imposing any liability upon
  Wells Fargo Bank, National Association, individually or personally, to
      perform any covenant (either express or implied) contained herein, and all
     such liability, if any, is hereby expressly waived by the parties hereto,
   and such waiver shall bind any third party making a claim by or through
  one of the parties hereto, and (iv) under no circumstances shall Wells
    Fargo Bank, National Association be personally liable for the payment of
     any indebtedness or expenses of the Trust, or be liable for the breach or
   failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under this Annex or any related document.   

(o)   Additional Definitions. As used in this Annex:                            

    "Rating Agency Downgrade" means a "Rating Agency Downgrade " (as defined
in the Agreement).                                                  

     "Modified Exposure" means, for any Valuation Date, an amount equal to the
      greater of (a) the sum of Secured Party's Exposure for that Valuation Date
   plus (the Notional Volatility Buffer multiplied by the Notional Amount)
and (b) zero.                                                       

     "Notional Volatility Buffer" as determined by the Valuation Agent for any
  date, means the outstanding Notional Amount of the Transaction on such
      date multiplied by the relevant percentage for such date as set out in the
table below on such date.                                           

----------------------------- ----------------- --------------------------------
Less than or    
                             equal to 5 years   Less than or equal to 10 years
                            to Termination     but greater than 5 years to
Party A S&P Rating on such     Date of the         Termination Date of the    
date               Transaction             Transaction
----------------------------- ----------------- --------------------------------
S-T Rating of A-2                   3.25%                   4.00%               
----------------------------- ----------------- --------------------------------
S-T Rating of A-3                   4.00%                   5.00%               
----------------------------- ----------------- --------------------------------
L-T Rating of BB+ or lower          4.50%                   5.75%               
----------------------------- ----------------- --------------------------------

EX-4 56th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 56th
               IN WITNESS WHEREOF, the parties have executed this Annex by
their duly authorized representatives as of the date of the Agreement.          

BARCLAYS BANK PLC                       SECURITIZED ASSET BACKED RECEIVABLES    
                          LLC TRUST 2006-FR1
                                      By: Wells Fargo Bank, National
                                      Association, not individually,
                                but solely as trustee of
                                Securitized Asset Backed
                             Receivables LLC Trust
                2006-FR1

By:  _______________________________    By: ____________________________________
Name:                                  Name:                          
Title:                                 Title:                         

EX-4 57th “Page” of 65 TOC 1st Previous Next ↓Bottom Just 57th
 EXHIBIT B
 ---------

ISDA Form Master Agreement

(Multicurrency -- Cross Border)                                                 

 ISDA(R)

International Swap Dealers Association, Inc.

MASTER AGREEMENT

dated as of ........................

...................................... and ......................................

have entered and/or anticipate entering into one or more transactions (each a   
"Transaction") that are or will be governed by this Master Agreement, which     
includes the schedule (the "Schedule"), and the documents and other confirming  
evidence (each a "Confirmation") exchanged between the parties confirming those 
Transactions.                                                                   

Accordingly, the parties agree as follows: --                                   

1.    Interpretation                                                            

(a)   Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.        

(b)   Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule    
will prevail. In the event of any inconsistency between the provisions of any   
Confirmation and this Master Agreement (including the Schedule), such           
Confirmation will prevail for the purpose of the relevant Transaction.          

(c)   Single Agreement. All Transactions are entered into in reliance on the    
fact that this Master Agreement and all Confirmations form a single agreement   
between the parties (collectively referred to as this "Agreement"), and the     
parties would not otherwise enter into any Transactions.                        

2.    Obligations                                                               

(a)   General Conditions.                                                       

(i) Each party will make each payment or delivery specified in each 
  Confirmation to be made by it, subject to the other provisions of this
Agreement.                                                          

     (ii) Payments under this Agreement will be made on the due date for value
on that date in the place of the account specified in the relevant  
Confirmation or otherwise pursuant to this Agreement, in freely     
transferable funds and in the manner customary for payments in the  
      required currency. Where settlement is by delivery (that is, other than by
   payment), such delivery will be made for receipt on the due date in the
      manner customary for the relevant obligation unless otherwise specified in
the relevant Confirmation or elsewhere in this Agreement.           

   (iii) Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event of
   Default with respect to the other party has occurred and is continuing,
    (2) the condition precedent that no Early Termination Date in respect of
    the relevant Transaction has occurred or been effectively designated and
      (3) each other applicable condition precedent specified in this Agreement.

(b) Change of Account. Either party may change its account for receiving a      
payment or delivery by giving notice to the other party at least five Local     
Business Days prior to the scheduled date for the payment or delivery to which  
such change applies unless such other party gives timely notice of a reasonable 
objection to such change.                                                       

(c)   Netting. If on any date amounts would otherwise be payable:--             

(i) in the same currency; and                                       

(ii) in respect of the same Transaction,                            

by each party to the other, then, on such date, each party's obligation to make 
payment of any such amount will be automatically satisfied and discharged and,  
if the aggregate amount that would otherwise have been payable by one party     
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate    
amount would have been payable to pay to the other party the excess of the      
larger aggregate amount over the smaller aggregate amount.                      

The parties may elect in respect of two or more Transactions that a net amount  
will be determined in respect of all amounts payable on the same date in the    
same currency in respect of such Transactions, regardless of whether such       
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above    
will not apply to the Transactions identified as being subject to the election, 
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may 
be made separately for different groups of Transactions and will apply          
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.                                                         

(d)   Deduction or Withholding for Tax.                                         

    (i) Gross-Up. All payments under this Agreement will be made without any
deduction or withholding for or on account of any Tax unless such   
      deduction or withholding is required by any applicable law, as modified by
the practice of any relevant governmental revenue authority, then in
    effect. If a party is so required to deduct or withhold, then that party
("X") will:--                                                       

      (1) promptly notify the other party ("Y") of such requirement;

          (2) pay to the relevant authorities the full amount required to be
      deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y under
        this Section 2(d)) promptly upon the earlier of determining that
          such deduction or withholding is required or receiving notice that
such amount has been assessed against Y;                

            (3) promptly forward to Y an official receipt (or a certified copy),
          or other documentation reasonably acceptable to Y, evidencing such
payment to such authorities; and                        

         (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
          the payment to which Y is otherwise entitled under this Agreement,
            such additional amount as is necessary to ensure that the net amount
      actually received by Y (free and clear of Indemnifiable Taxes,
           whether assessed against X or Y) will equal the full amount Y would
         have received had no such deduction or withholding been required.
            However, X will not be required to pay any additional amount to Y to
      the extent that it would not be required to be paid but for:--

                (A) the failure by Y to comply with or perform any agreement
       contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

             (B) the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure would
              not have occurred but for (I) any action taken by a taxing
                  authority, or brought in a court of competent jurisdiction, on
            or after the date on which a Transaction is entered into
               (regardless of whether such action is taken or brought with
                 respect to a party to this Agreement) or (II) a Change in Tax
Law.                                        

(ii) Liability. If: --                                              

            (1) X is required by any applicable law, as modified by the practice
   of any relevant governmental revenue authority, to make any
            deduction or withholding in respect of which X would not be required
  to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and               

            (3) a liability resulting from such Tax is assessed directly against
X,                                                      

      then, except to the extent Y has satisfied or then satisfies the liability
resulting from such Tax, Y will promptly pay to X the amount of such
      liability (including any related liability for interest, but including any
  related liability for penalties only if Y has failed to comply with or
   perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)   Default Interest; Other Amounts. Prior to the occurrence or effective     
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the 
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on  
demand in the same currency as such overdue amount, for the period from (and    
including) the original due date for payment to (but excluding) the date of     
actual payment, at the Default Rate. Such interest will be calculated on the    
basis of daily compounding and the actual number of days elapsed. If, prior to  
the occurrence or effective designation of an Early Termination Date in respect 
o-f the relevant Transaction, a party defaults in the performance of any        
obligation required to be settled by delivery, it will compensate the other     
party on demand if and to the extent provided for in the relevant Confirmation  
or elsewhere in this Agreement.                                                 

3.    Representations                                                           

Each party represents to the other party (which representations will be deemed  
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the 
termination of this Agreement) that:--                                          

(a)   Basic Representations.                                                    

   (i) Status. It is duly organised and validly existing under the laws of
  the jurisdiction of its organisation or incorporation and, if relevant
under such laws, in good standing;                                  

 (ii) Powers. It has the power to execute this Agreement and any other
documentation relating to this Agreement to which it is a party, to 
deliver this Agreement and any other documentation relating to this 
     Agreement that i

SABR LLC Trust 2006-FR1 – ‘8-K’ for 2/23/06 – EX-4

On: Friday, 3/10/06, at 4:18pm ET · For: 2/23/06 · Accession #: 914121-6-606 · File #: 333-123990-07

Previous ‘8-K’: None · Next & Latest: ‘8-K’ on 11/7/06 for 11/1/06

Current Report — Form 8-KFiling Table of Contents

EX-4 — Pooling and Servicing AgreementExhibit Table of Contents

Current Report — Form 8-K
Filing Table of Contents

EX-4 — Pooling and Servicing Agreement
Exhibit Table of Contents