ABFC Asset-Backed Certificates, Series 2005-OPT1 – ‘8-K’ for 10/31/05 – EX-4

On:  Friday, 11/25/05, at 3:17pm ET   ·   For:  10/31/05   ·   Accession #:  914121-5-2222   ·   File #:  333-127970-02

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     13K 
 2: EX-4        Pooling and Servicing Agreement                      373±  1.34M 

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

EX-4
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                                                                       EXHIBIT 4

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

 ASSET BACKED FUNDING CORPORATION,
 Depositor

OPTION ONE MORTGAGE CORPORATION,
Servicer

 and

 WELLS FARGO BANK, N.A.,
 Trustee

 POOLING AND SERVICING AGREEMENT

 Dated as of October 1, 2005

ABFC 2005-OPT1 Trust

ABFC Asset-Backed Certificates, Series 2005-OPT1

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

EX-4
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 TABLE OF CONTENTS

                                                                            Page

 ARTICLE I

 DEFINITIONS

Section 1.01  Defined Terms..................................................   

Section 1.02  Accounting.....................................................   

Section 1.03  Rights of the NIMS Insurer.....................................   

ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
 ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans...................................   

Section 2.02  Acceptance by Trustee..........................................   

Section 2.03  Repurchase or Substitution of Mortgage Loans by                   
             the Originator or the Seller.................................

Section 2.04  [Reserved].....................................................   

Section 2.05  Representations, Warranties and Covenants of the Servicer......   

Section 2.06  Representations and Warranties of the Depositor................   

Section 2.07  Issuance of Certificates and the Uncertificated Regular           
             Interests....................................................

 ARTICLE III

ADMINISTRATION AND SERVICING
 OF THE TRUST FUND

Section 3.01  Servicer to Act as Servicer....................................   

Section 3.02  Collection of Mortgage Loan Payments...........................   

Section 3.03  Realization Upon Defaulted Mortgage Loans......................   

Section 3.04  Collection Account and Distribution Account....................   

Section 3.05  Permitted Withdrawals From the Collection Account..............   

Section 3.06  Establishment of Escrow Accounts; Deposits in                     
             Escrow Accounts..............................................

Section 3.07  Permitted Withdrawals From Escrow Account......................   

Section 3.08  Payment of Taxes, Insurance and Other Charges;                    
             Collections Thereunder.......................................

Section 3.09  Transfer of Accounts...........................................   

Section 3.10  Maintenance of Hazard Insurance................................   

Section 3.11  Maintenance of Mortgage Impairment Insurance Policy............   

Section 3.12  Fidelity Bond, Errors and Omissions Insurance..................   

Section 3.13  Title, Management and Disposition of REO Property..............   

Section 3.14  Due-on-Sale Clauses; Assumption and Substitution                  
             Agreements...................................................

Section 3.15  Notification of Adjustments....................................   

Section 3.16  [Reserved].....................................................   

Section 3.17  Trustee to Cooperate; Release of Files.........................   

Section 3.18  Servicing Compensation.........................................   

Section 3.19  Annual Statement as to Compliance..............................   

Section 3.20  Annual Independent Certified Public                               
             Accountants' Reports.........................................

Section 3.21  Access to Certain Documentation and Information                   
             Regarding the Mortgage Loans.................................

Section 3.22  Duties of Credit Risk Manager..................................   

Section 3.23  Obligations of the Servicer in Respect of                         
             Compensating Interest........................................

Section 3.24  Obligations of the Servicer in Respect of Mortgage                
             Interest Rates and Monthly Payments..........................

Section 3.25  Investment of Funds in the Collection Account                     
             and the Distribution Account.................................

Section 3.26  Liability of Servicer; Indemnification.........................   

Section 3.27  Reports of Foreclosure and Abandonment of                         
             Mortgaged Properties.........................................

Section 3.28  Protection of Assets...........................................   

Section 3.29  Limitation of Liability of the Credit Risk Manager.............   

Section 3.30  No Personal Solicitation.......................................   

Section 3.31  Periodic Filings...............................................   

ARTICLE IV

 FLOW OF FUNDS

Section 4.01  Interest Distributions.........................................   

Section 4.02  Distributions of Principal and Monthly                            
             Excess Cashflow Amounts......................................

Section 4.03  Allocation of Losses...........................................   

Section 4.04  Method of Distribution.........................................   

Section 4.05  Distributions on Book-Entry Certificates.......................   

Section 4.06  Statements.....................................................   

Section 4.07  Remittance Reports; Advances...................................   

Section 4.08  REMIC Distributions............................................   

Section 4.09  Swap Account...................................................   

 ARTICLE V

THE CERTIFICATES

Section 5.01  The Certificates...............................................   

Section 5.02  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  Appointment of Paying Agent....................................   

ARTICLE VI

THE SERVICER AND THE DEPOSITOR

Section 6.01  Liability of the Servicer and the Depositor....................   

Section 6.02  Merger or Consolidation of, or Assumption of the                  
             Obligations of, the Servicer or the Depositor................

Section 6.03  Limitation on Liability of the Servicer and Others.............   

Section 6.04  Servicer Not to Resign.........................................   

Section 6.05  Delegation of Duties...........................................   

 ARTICLE VII

 DEFAULT

Section 7.01  Servicer Events of Termination.................................   

Section 7.02  Trustee to Act; Appointment of Successor.......................   

Section 7.03  Waiver of Defaults.............................................   

Section 7.04  Notification to Certificateholders.............................   

Section 7.05  Survivability of Servicer Liabilities..........................   

ARTICLE VIII

 THE TRUSTEE

Section 8.01  Duties of 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 Compensation and Expenses..............................   

Section 8.06  Eligibility Requirements for Trustee...........................   

Section 8.07  Resignation or Removal of Trustee..............................   

Section 8.08  Successor Trustee..............................................   

Section 8.09  Merger or Consolidation of Trustee.............................   

Section 8.10  Appointment of Co-Trustee or Separate Trustee..................   

Section 8.11  Limitation of Liability........................................   

Section 8.12  Trustee May Enforce Claims Without Possession                     
             of Certificates..............................................

Section 8.13  Suits for Enforcement..........................................   

Section 8.14  Waiver of Bond Requirement.....................................   

Section 8.15  Waiver of Inventory, Accounting and                               
             Appraisal Requirement........................................

ARTICLE IX

REMIC AND GRANTOR TRUST ADMINISTRATION

Section 9.01  REMIC Administration...........................................   

Section 9.02  Prohibited Transactions and Activities.........................   

Section 9.03  Indemnification with Respect to Certain                           
             Taxes and Loss of REMIC Status...............................

Section 9.04  REO Property...................................................   

Section 9.05  Grantor Trust Administration...................................   

 ARTICLE X

 TERMINATION

Section 10.01  Termination...................................................   

Section 10.02  Additional Termination Requirements...........................   

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01  Amendment.....................................................   

Section 11.02  Recordation of Agreement; Counterparts........................   

Section 11.03  Limitation on Rights of Certificateholders....................   

Section 11.04  Governing Law; Jurisdiction...................................   

Section 11.05  Notices.......................................................   

Section 11.06  Severability of Provisions....................................   

Section 11.07  Article and Section References................................   

Section 11.08  Notice to the Rating Agencies and the NIMS Insurer............   

Section 11.09  Further Assurances............................................   

Section 11.10  Third Party Beneficiary.......................................   

Section 11.11  Acts of Certificateholders....................................   

EX-4
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 EXHIBITS:

Exhibit A-1SS          Form of Class A-1SS Certificates                         
Exhibit A-1MZ          Form of Class A-1MZ Certificates                         
Exhibit A-2A           Form of Class A-2A Certificates                          
Exhibit A-2B           Form of Class A-2B Certificates                          
Exhibit A-2C           Form of Class A-2C Certificates                          
Exhibit B-1            Form of Class M-1 Certificates                           
Exhibit B-2            Form of Class M-2 Certificates                           
Exhibit B-3            Form of Class M-3 Certificates                           
Exhibit B-4            Form of Class M-4 Certificates                           
Exhibit B-5            Form of Class M-5 Certificates                           
Exhibit B-6            Form of Class M-6 Certificates                           
Exhibit B-7            Form of Class M-7 Certificates                           
Exhibit B-8            Form of Class M-8 Certificates                           
Exhibit B-9            Form of Class M-9 Certificates                           
Exhibit B-10           Form of Class B-1 Certificates                           
Exhibit B-11           Form of Class B-2 Certificates                           
Exhibit C-1            Form of Class CE Certificates                            
Exhibit C-2            Form of Class P Certificates                             
Exhibit C-3            Form of Class R Certificates                             
Exhibit C-4            Form of Class R-X Certificates                           
Exhibit D-1            Group 1 Mortgage Loan Schedule                           
Exhibit D-2            Group 2 Mortgage Loan Schedule                           
Exhibit E              Form of Request for Release                              
Exhibit F-1            Form of Trustee's Initial Certification                  
Exhibit F-2            Form of Trustee's Final Certification                    
Exhibit F-3            Form of Receipt of Mortgage Note                         
Exhibit G              Mortgage Loan Purchase Agreement                         
Exhibit H              Form of Lost Note Affidavit                              
Exhibit I              Form of ERISA Representation                             
Exhibit J-1            Form of Investment Letter (Non-Rule 144A)                
Exhibit J-2            Form of Rule 144A Investment Letter                      
Exhibit K              Form of Residual Transfer Affidavit                      
Exhibit L              Form of Transferor Certificate                           
Exhibit M              Monthly Information Provided by Servicer                 
Exhibit N              Form of Interest Rate Swap Agreement                     
Exhibit O              Form of Certification                                    
Exhibit P-1            Form of Certification of the Trustee to be Provided      
to Depositor        
Exhibit P-2            Form of Certification of the Servicer to be Provided     
to Depositor        

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         ASSET BACKED FUNDING CORPORATION, as depositor (the "Depositor"),
OPTION ONE MORTGAGE CORPORATION, as servicer (the "Servicer"), and WELLS FARGO  
BANK, N.A., as trustee (the "Trustee") are entering into this Pooling and       
Servicing Agreement, dated as of October 1, 2005 (the "Agreement").             

 PRELIMINARY STATEMENT

The Depositor intends to sell pass-through certificates 
(collectively, the "Certificates"), to be issued hereunder in multiple Classes, 
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder. The Certificates will consist of twenty       
Classes of Certificates, designated as (i) the Class A-1SS, Class A-1MZ, Class  
A-2A, Class A-2B and Class A-2C Certificates, (ii) the Class M-1, Class M-2,    
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9  
Certificates, (iii) the Class B-1 and Class B-2 Certificates, (iv) the Class CE 
Certificates, (v) the Class P Certificates and (vi) the Class R and Class R-X   
Certificates.                                                                   

 REMIC 1

          As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other    
related assets subject to this Agreement (but exclusive of the Interest Rate    
Swap Agreement, the Swap Account, the Cap Carryover Amounts, the Prepayment     
Charges, the Originator Prepayment Charge Payment Amounts and the Servicer      
Prepayment Charge Payment Amounts) as a real estate investment conduit (a       
"REMIC") for federal income tax purposes, and such segregated pool of assets    
will be designated as "REMIC 1." The Class R-1 Interest will represent the sole 
class of "residual interests" in REMIC 1 for purposes of the REMIC Provisions   
under federal income tax law. The following table irrevocably sets forth the    
designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial          
Uncertificated Principal Balance, and solely for purposes of satisfying Treasury
Regulations Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC 1 Regular Interests. None of the REMIC 1 Regular Interests    
will be certificated.                                                           

Uncertificated          Initial               
              REMIC 1         Uncertificated       Latest Possible
Designation     Pass-Through Rate        Balance          Maturity Date(1)      
-----------     -----------------    ---------------     ------------------     
I-1            Variable(2)       $200,028,761.58     September 25, 2035 
I-2            Variable(2)       $296,453,236.60     September 25, 2035 

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

(1)   Solely for purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii),  
  the Distribution Date in the month following the maturity date for the
  Mortgage Loan with the latest maturity date has been designated as the
"latest possible maturity date" for each REMIC 1 Regular Interest.  

(2)   Calculated in accordance with the definition of "Uncertificated REMIC 1   
Pass-Through Rate" herein.                                          

 REMIC 2

          As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be     
designated as "REMIC 2." The Class R-2 Interest will represent the sole class of
"residual interests" in REMIC 2 for purposes of the REMIC Provisions under      
federal income tax law. The following table irrevocably sets forth the          
designation, the Uncertificated REMIC 2 Pass-Through Rate, the initial          
Uncertificated Balance, and for purposes of satisfying Treasury Regulations     
Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the
REMIC 2 Regular Interests. None of the REMIC 2 Regular Interests will be        
certificated.                                                                   

Uncertificated           Initial                  
          REMIC 2            Certificate         Assumed Final
Designation   Pass-Through Rate    Principal Balance     Maturity Date(1)       
-----------   -----------------    -----------------   ------------------       
I                  (2)            $10,001,432.51    September 25, 2035    
I-1-A              (2)             $1,120,180.30    September 25, 2035    
I-1-B              (2)             $1,120,180.30    September 25, 2035    
I-2-A              (2)             $1,309,780.09    September 25, 2035    
I-2-B              (2)             $1,309,780.09    September 25, 2035    
I-3-A              (2)             $2,060,779.73    September 25, 2035    
I-3-B              (2)             $2,060,779.73    September 25, 2035    
I-4-A              (2)             $1,669,604.99    September 25, 2035    
I-4-B              (2)             $1,669,604.99    September 25, 2035    
I-5-A              (2)             $1,846,204.86    September 25, 2035    
I-5-B              (2)             $1,846,204.86    September 25, 2035    
I-6-A              (2)             $2,016,382.23    September 25, 2035    
I-6-B              (2)             $2,016,382.23    September 25, 2035    
I-7-A              (2)             $2,178,876.85    September 25, 2035    
I-7-B              (2)             $2,178,876.85    September 25, 2035    
I-8-A              (2)             $2,275,562.89    September 25, 2035    
I-8-B              (2)             $2,275,562.89    September 25, 2035    
I-9-A              (2)             $2,365,904.78    September 25, 2035    
I-9-B              (2)             $2,365,904.78    September 25, 2035    
I-10-A              (2)             $2,449,289.13    September 25, 2035     
I-10-B              (2)             $2,449,289.13    September 25, 2035     
I-11-A              (2)             $2,525,071.92    September 25, 2035     
I-11-B              (2)             $2,525,071.92    September 25, 2035     
I-12-A              (2)             $2,592,656.86    September 25, 2035     
I-12-B              (2)             $2,592,656.86    September 25, 2035     
I-13-A              (2)             $2,651,503.47    September 25, 2035     
I-13-B              (2)             $2,651,503.47    September 25, 2035     
I-14-A              (2)             $2,701,132.32    September 25, 2035     
I-14-B              (2)             $2,701,132.32    September 25, 2035     
I-15-A              (2)             $2,741,131.24    September 25, 2035     
I-15-B              (2)             $2,741,131.24    September 25, 2035     
I-16-A              (2)             $2,771,160.80    September 25, 2035     
I-16-B              (2)             $2,771,160.80    September 25, 2035     
I-17-A              (2)             $2,790,959.52    September 25, 2035     
I-17-B              (2)             $2,790,959.52    September 25, 2035     
I-18-A              (2)             $2,800,346.90    September 25, 2035     
I-18-B              (2)             $2,800,346.90    September 25, 2035     
I-19-A              (2)             $2,799,227.87    September 25, 2035     
I-19-B              (2)             $2,799,227.87    September 25, 2035     
I-20-A              (2)             $9,100,425.84    September 25, 2035     
I-20-B              (2)             $9,100,425.84    September 25, 2035     
I-21-A              (2)            $32,051,579.64    September 25, 2035     
I-21-B              (2)            $32,051,579.64    September 25, 2035     
I-22-A              (2)               $419,636.24    September 25, 2035     
I-22-B              (2)               $419,636.24    September 25, 2035     
I-23-A              (2)               $401,303.24    September 25, 2035     
I-23-B              (2)               $401,303.24    September 25, 2035     
I-24-A              (2)               $383,828.40    September 25, 2035     
I-24-B              (2)               $383,828.40    September 25, 2035     
I-25-A              (2)               $367,169.22    September 25, 2035     
I-25-B              (2)               $367,169.22    September 25, 2035     
I-26-A              (2)               $351,284.80    September 25, 2035     
I-26-B              (2)               $351,284.80    September 25, 2035     
I-27-A              (2)               $336,135.86    September 25, 2035     
I-27-B              (2)               $336,135.86    September 25, 2035     
I-28-A              (2)               $321,686.94    September 25, 2035     
I-28-B              (2)               $321,686.94    September 25, 2035     
I-29-A              (2)               $307,902.39    September 25, 2035     
I-29-B              (2)               $307,902.39    September 25, 2035     
I-30-A              (2)               $294,749.98    September 25, 2035     
I-30-B              (2)               $294,749.98    September 25, 2035     
I-31-A              (2)               $320,562.87    September 25, 2035     
I-31-B              (2)               $320,562.87    September 25, 2035     
I-32-A              (2)               $313,521.73    September 25, 2035     
I-32-B              (2)               $313,521.73    September 25, 2035     
I-33-A              (2)             $1,242,858.11    September 25, 2035     
I-33-B              (2)             $1,242,858.11    September 25, 2035     
I-34-A              (2)               $183,013.31    September 25, 2035     
I-34-B              (2)               $183,013.31    September 25, 2035     
I-35-A              (2)               $176,526.95    September 25, 2035     
I-35-B              (2)               $176,526.95    September 25, 2035     
I-36-A              (2)               $170,269.63    September 25, 2035     
I-36-B              (2)               $170,269.63    September 25, 2035     
I-37-A              (2)               $164,233.10    September 25, 2035     
I-37-B              (2)               $164,233.10    September 25, 2035     
I-38-A              (2)               $158,409.50    September 25, 2035     
I-38-B              (2)               $158,409.50    September 25, 2035     
I-39-A              (2)               $152,791.57    September 25, 2035     
I-39-B              (2)               $152,791.57    September 25, 2035     
I-40-A              (2)               $147,372.07    September 25, 2035     
I-40-B              (2)               $147,372.07    September 25, 2035     
I-41-A              (2)               $142,143.74    September 25, 2035     
I-41-B              (2)               $142,143.74    September 25, 2035     
I-42-A              (2)               $137,100.13    September 25, 2035     
I-42-B              (2)               $137,100.13    September 25, 2035     
I-43-A              (2)               $132,234.81    September 25, 2035     
I-43-B              (2)               $132,234.81    September 25, 2035     
I-44-A              (2)               $127,541.12    September 25, 2035     
I-44-B              (2)               $127,541.12    September 25, 2035     
I-45-A              (2)               $123,013.22    September 25, 2035     
I-45-B              (2)               $123,013.22    September 25, 2035     
I-46-A              (2)               $118,645.66    September 25, 2035     
I-46-B              (2)               $118,645.66    September 25, 2035     
I-47-A              (2)               $114,432.22    September 25, 2035     
I-47-B              (2)               $114,432.22    September 25, 2035     
I-48-A              (2)               $110,367.44    September 25, 2035     
I-48-B              (2)               $110,367.44    September 25, 2035     
I-49-A              (2)               $106,446.90    September 25, 2035     
I-49-B              (2)               $106,446.90    September 25, 2035     
I-50-A              (2)             $2,870,664.66    September 25, 2035     
I-50-B              (2)             $2,870,664.66    September 25, 2035     
II                (2)            $14,822,667.60    September 25, 2035   
II-1-A              (2)             $1,660,168.20    September 25, 2035     
II-1-B              (2)             $1,660,168.20    September 25, 2035     
II-2-A              (2)             $1,941,165.41    September 25, 2035     
II-2-B              (2)             $1,941,165.41    September 25, 2035     
II-3-A              (2)             $3,054,187.77    September 25, 2035     
II-3-B              (2)             $3,054,187.77    September 25, 2035     
II-4-A              (2)             $2,474,445.51    September 25, 2035     
II-4-B              (2)             $2,474,445.51    September 25, 2035     
II-5-A              (2)             $2,736,176.14    September 25, 2035     
II-5-B              (2)             $2,736,176.14    September 25, 2035     
II-6-A              (2)             $2,988,388.27    September 25, 2035     
II-6-B              (2)             $2,988,388.27    September 25, 2035     
II-7-A              (2)             $3,229,214.15    September 25, 2035     
II-7-B              (2)             $3,229,214.15    September 25, 2035     
II-8-A              (2)             $3,372,508.11    September 25, 2035     
II-8-B              (2)             $3,372,508.11    September 25, 2035     
II-9-A              (2)             $3,506,399.72    September 25, 2035     
II-9-B              (2)             $3,506,399.72    September 25, 2035     
II-10-A              (2)             $3,629,979.87    September 25, 2035      
II-10-B              (2)             $3,629,979.87    September 25, 2035      
II-11-A              (2)             $3,742,294.08    September 25, 2035      
II-11-B              (2)             $3,742,294.08    September 25, 2035      
II-12-A              (2)             $3,842,458.64    September 25, 2035      
II-12-B              (2)             $3,842,458.64    September 25, 2035      
II-13-A              (2)             $3,929,672.53    September 25, 2035      
II-13-B              (2)             $3,929,672.53    September 25, 2035      
II-14-A              (2)             $4,003,225.18    September 25, 2035      
II-14-B              (2)             $4,003,225.18    September 25, 2035      
II-15-A              (2)             $4,062,505.76    September 25, 2035      
II-15-B              (2)             $4,062,505.76    September 25, 2035      
II-16-A              (2)             $4,107,011.20    September 25, 2035      
II-16-B              (2)             $4,107,011.20    September 25, 2035      
II-17-A              (2)             $4,136,353.98    September 25, 2035      
II-17-B              (2)             $4,136,353.98    September 25, 2035      
II-18-A              (2)             $4,150,266.60    September 25, 2035      
II-18-B              (2)             $4,150,266.60    September 25, 2035      
II-19-A              (2)             $4,148,608.13    September 25, 2035      
II-19-B              (2)             $4,148,608.13    September 25, 2035      
II-20-A              (2)            $13,487,326.66    September 25, 2035      
II-20-B              (2)            $13,487,326.66    September 25, 2035      
II-21-A              (2)            $47,502,186.36    September 25, 2035      
II-21-B              (2)            $47,502,186.36    September 25, 2035      
II-22-A              (2)               $621,923.76    September 25, 2035      
II-22-B              (2)               $621,923.76    September 25, 2035      
II-23-A              (2)               $594,753.26    September 25, 2035      
II-23-B              (2)               $594,753.26    September 25, 2035      
II-24-A              (2)               $568,854.60    September 25, 2035      
II-24-B              (2)               $568,854.60    September 25, 2035      
II-25-A              (2)               $544,164.78    September 25, 2035      
II-25-B              (2)               $544,164.78    September 25, 2035      
II-26-A              (2)               $520,623.20    September 25, 2035      
II-26-B              (2)               $520,623.20    September 25, 2035      
II-27-A              (2)               $498,171.64    September 25, 2035      
II-27-B              (2)               $498,171.64    September 25, 2035      
II-28-A              (2)               $476,757.56    September 25, 2035      
II-28-B              (2)               $476,757.56    September 25, 2035      
II-29-A              (2)               $456,328.11    September 25, 2035      
II-29-B              (2)               $456,328.11    September 25, 2035      
II-30-A              (2)               $436,835.52    September 25, 2035      
II-30-B              (2)               $436,835.52    September 25, 2035      
II-31-A              (2)               $475,091.63    September 25, 2035      
II-31-B              (2)               $475,091.63    September 25, 2035      
II-32-A              (2)               $464,656.27    September 25, 2035      
II-32-B              (2)               $464,656.27    September 25, 2035      
II-33-A              (2)             $1,841,983.39    September 25, 2035      
II-33-B              (2)             $1,841,983.39    September 25, 2035      
II-34-A              (2)               $271,235.69    September 25, 2035      
II-34-B              (2)               $271,235.69    September 25, 2035      
II-35-A              (2)               $261,622.55    September 25, 2035      
II-35-B              (2)               $261,622.55    September 25, 2035      
II-36-A              (2)               $252,348.87    September 25, 2035      
II-36-B              (2)               $252,348.87    September 25, 2035      
II-37-A              (2)               $243,402.40    September 25, 2035      
II-37-B              (2)               $243,402.40    September 25, 2035      
II-38-A              (2)               $234,771.50    September 25, 2035      
II-38-B              (2)               $234,771.50    September 25, 2035      
II-39-A              (2)               $226,445.43    September 25, 2035      
II-39-B              (2)               $226,445.43    September 25, 2035      
II-40-A              (2)               $218,413.43    September 25, 2035      
II-40-B              (2)               $218,413.43    September 25, 2035      
II-41-A              (2)               $210,664.76    September 25, 2035      
II-41-B              (2)               $210,664.76    September 25, 2035      
II-42-A              (2)               $203,189.87    September 25, 2035      
II-42-B              (2)               $203,189.87    September 25, 2035      
II-43-A              (2)               $195,979.19    September 25, 2035      
II-43-B              (2)               $195,979.19    September 25, 2035      
II-44-A              (2)               $189,022.88    September 25, 2035      
II-44-B              (2)               $189,022.88    September 25, 2035      
II-45-A              (2)               $182,312.28    September 25, 2035      
II-45-B              (2)               $182,312.28    September 25, 2035      
II-46-A              (2)               $175,839.34    September 25, 2035      
II-46-B              (2)               $175,839.34    September 25, 2035      
II-47-A              (2)               $169,594.78    September 25, 2035      
II-47-B              (2)               $169,594.78    September 25, 2035      
II-48-A              (2)               $163,570.56    September 25, 2035      
II-48-B              (2)               $163,570.56    September 25, 2035      
II-49-A              (2)               $157,760.10    September 25, 2035      
II-49-B              (2)               $157,760.10    September 25, 2035      
II-50-A              (2)             $4,254,481.34    September 25, 2035      
II-50-B              (2)             $4,254,481.34    September 25, 2035      

---------------------                                                           
(1)   For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,  
  the Distribution Date in the month following the maturity date for the
    Mortgage Loan with the latest possible maturity date has been designated
     as the "latest possible maturity date" for each REMIC 2 Regular Interest.

(2)   Calculated in accordance with the definition of "Uncertificated REMIC 2   
Pass-Through Rate" herein.                                          

 REMIC 3

          As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be     
designated as "REMIC 3." The Class R-3 Interest will represent the sole class of
"residual interests" in REMIC 3 for purposes of the REMIC Provisions under      
federal income tax law. The following table irrevocably sets forth the          
designation, the Uncertificated REMIC 3 Pass-Through Rate, the initial          
Uncertificated Balance or Uncertificated Notional Amount, and for purposes of   
satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the "latest        
possible maturity date" for each of the REMIC 3 Regular Interests. None of the  
REMIC 3 Regular Interests will be certificated.                                 

           Initial
          Uncertificated
Uncertificated           Balance or               
              REMIC 3            Uncertificated        Latest Possible
Designation   Pass-Through Rate    Notional Amount (3)      Maturity Date(1)    
-----------   -----------------    -------------------    ------------------    
LT1AA            Variable(2)        $243,276,179.07       September 25, 2035    
LT1A1SS          Variable(2)            $650,890.00       September 25, 2035    
LT1A1MZ          Variable(2)            $162,725.00       September 25, 2035    
LT1A2A           Variable(2)            $516,215.00       September 25, 2035    
LT1A2B           Variable(2)            $569,910.00       September 25, 2035    
LT1A2C           Variable(2)            $119,700.00       September 25, 2035    
LT1M1            Variable(2)            $110,465.00       September 25, 2035    
LT1M2            Variable(2)             $99,295.00       September 25, 2035    
LT1M3            Variable(2)             $31,030.00       September 25, 2035    
LT1M4            Variable(2)             $32,270.00       September 25, 2035    
LT1M5            Variable(2)             $29,790.00       September 25, 2035    
LT1M6            Variable(2)             $31,030.00       September 25, 2035    
LT1M7            Variable(2)             $27,305.00       September 25, 2035    
LT1M8            Variable(2)             $17,375.00       September 25, 2035    
LT1M9            Variable(2)             $26,070.00       September 25, 2035    
LT1B1            Variable(2)             $21,100.00       September 25, 2035    
LT1B2            Variable(2)             $14,895.00       September 25, 2035    
LT1ZZ            Variable(2)          $2,504,754.98       September 25, 2035    
LT1SUB           Variable(2)              $3,730.58       September 25, 2035    
LT1GRP           Variable(2)             $20,002.88       September 25, 2035    
LT2SUB           Variable(2)              $5,528.82       September 25, 2035    
LT2GRP           Variable(2)             $29,645.32       September 25, 2035    
LT1XX            Variable(2)        $248,182,091.46       September 25, 2035    
LTIO(3)          Variable(2)        $235,828,949.00       September 25, 2035    

-------------------                                                             
(1)   For purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the     
Distribution Date in the month following the maturity date for the  
  Mortgage Loan with the latest maturity date has been designated as the
      "latest possible maturity date" for each REMIC 3 Regular Interest and each
Class of Regular Certificates.                                      

(2)   Calculated in accordance with the definition of "Uncertificated REMIC 3   
Pass-Through Rate" herein.                                          

(3)   REMIC 3 Regular Interest LTIO will not have an Uncertificated Balance, but
  will accrue interest on its Uncertificated Notional Amount, as defined
herein.                                                             

 REMIC 4

           As provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the REMIC 3 Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be     
designated as "REMIC 4." The Class R-4 Interest represents the sole class of    
"residual interests" in REMIC 4 for purposes of the REMIC Provisions.           

            The following table sets forth (or describes) the Class designation,
Certificate Interest Rate and Original Class Certificate Principal Balance for  
each Class of Certificates comprising the interests in the Trust Fund created   
hereunder:                                                                      

Original Class                        
               Certificate       Certificate         Assumed Final
Class         Principal Balance   Interest Rate       Maturity Dates  
-----         -----------------   -------------       --------------  

A-1SS         $130,178,000.00          (1)           July 25, 2033    
A-1MZ          $32,545,000.00          (2)           July 25, 2035    
A-2A         $103,243,000.00          (3)            May 25, 2025   
A-2B         $113,982,000.00          (4)           March 25, 2034  
A-2C          $23,940,000.00          (5)           July 25, 2035   
M-1           $22,093,000.00          (6)           June 25, 2035   
M-2           $19,859,000.00          (7)           May 25, 2035    
M-3            $6,206,000.00          (8)           April 25, 2035  
M-4            $6,454,000.00          (9)           April 25, 2035  
M-5            $5,958,000.00          (10)          March 25, 2035  
M-6            $6,206,000.00          (11)          March 25, 2035  
M-7            $5,461,000.00          (12)          January 25, 2035
 M-8            $3,475,000.00          (13)          December 25, 2034
M-9            $5,214,000.00          (14)          October 25, 2034
B-1            $4,220,000.00          (15)          June 25, 2034   
B-2            $2,979,000.00          (16)          October 25, 2033
CE Interest             (17)              (17)          July 25, 2035       
Swap IO Interest          (18)              (19)          July 25, 2035         
R                  N/A               N/A                N/A       
R-X                 N/A               N/A                N/A        
Total         $492,013,000.00                                         

-------------------                                                             
(1)  Interest will accrue on the Class A-1SS Certificates during each Interest  
Accrual Period at a rate equal to the lesser of: (i) the Class A-1SS  
Pass-Through Rate and (ii) the Group 1 Cap for such Distribution Date.

(2)  Interest will accrue on the Class A-1MZ Certificates during each Interest  
Accrual Period at a rate equal to the lesser of: (i) the Class A-1MZ  
Pass-Through Rate and (ii) the Group 1 Cap for such Distribution Date.

(3)  Interest will accrue on the Class A-2A Certificates during each Interest   
Accrual Period at a rate equal to the lesser of: (i) the Class A-2A   
Pass-Through Rate and (ii) the Group 2 Cap for such Distribution Date.

(4)  Interest will accrue on the Class A-2B Certificates during each Interest   
Accrual Period at a rate equal to the lesser of: (i) the Class A-2B   
Pass-Through Rate and (ii) the Group 2 Cap for such Distribution Date.

(5)  Interest will accrue on the Class A-2C Certificates during each Interest   
Accrual Period at a rate equal to the lesser of: (i) the Class A-2C   
Pass-Through Rate and (ii) the Group 2 Cap for such Distribution Date.

(6)  Interest will accrue on the Class M-1 Certificates during each Interest    
Accrual Period at a rate equal to the lesser of: (i) the Class M-1    
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.   

(7)  Interest will accrue on the Class M-2 Certificates during each Interest    
Accrual Period at a rate equal to the lesser of: (i) the Class M-2    
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.   

(8)  Interest will accrue on the Class M-3 Certificates during each Interest    
Accrual Period at a rate equal to the lesser of: (i) the Class M-3    
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.   

(9)  Interest will accrue on the Class M-4 Certificates during each Interest    
Accrual Period at a rate equal to the lesser of: (i) the Class M-4    
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.   

(10) Interest will accrue on the Class M-5 Certificates during each Interest    
Accrual Period at a rate equal to the lesser of: (i) the Class M-5    
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.   

(11) Interest will accrue on the Class M-6 Certificates during each Interest    
Accrual Period at a rate equal to the lesser of: (i) the Class M-6    
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.   

(12) Interest will accrue on the Class M-7 Certificates during each Interest    
Accrual Period at a rate equal to the lesser of: (i) the Class M-7    
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.   

(13) Interest will accrue on the Class M-8 Certificates during each Interest    
Accrual Period at a rate equal to the lesser of: (i) the Class M-8    
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.   

(14) Interest will accrue on the Class M-9 Certificates during each Interest    
Accrual Period at a rate equal to the lesser of: (i) the Class M-9    
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.   

(15) Interest will accrue on the Class B-1 Certificates during each Interest    
Accrual Period at a rate equal to the lesser of: (i) the Class B-1    
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.   

(16) Interest will accrue on the Class B-2 Certificates during each Interest    
Accrual Period at a rate equal to the lesser of: (i) the Class B-2    
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.   

(17) Solely for REMIC purposes, the Class CE Interest will (i) have an initial  
 principal balance equal to the Initial Overcollateralization Amount and
(ii) will bear interest on its Notional Amount.                       

(18) For federal income tax purposes, the Swap IO Interest will not have an     
Uncertificated Balance, but will have a notional amount equal to the  
Uncertificated Notional Amount of REMIC 3 Regular Interest IO.        

(19) For federal income tax purposes, the Swap IO Interest will not have a      
Certificate Interest Rate, but will be entitled to 100% of the amounts
distributed on REMIC 3 Regular Interest LTIO.                         

        Interest will accrue on the regular interests represented by the
Offered Certificates and Class B Certificates at their respective REMIC 4       
Pass-Through Rates.                                                             

 REMIC 5

           As provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class CE Interest and the Swap IO   
Interest as a REMIC for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC 5." The Class R-Certificate represents the  
sole class of "residual interests" in REMIC 5 for purposes of the REMIC         
Provisions.                                                                     

            The following table sets forth (or describes) the Class designation,
Certificate Interest Rate and Original Class Certificate Principal Balance for  
the Class of Certificates comprising the interests in the Trust Fund created    
hereunder:                                                                      

EX-4
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Original Class                                  
       Certificate         Certificate         Assumed Final
Class         Principal Balance     Interest Rate      Maturity Dates(1)        
-----         -----------------     -------------      -----------------        

CE                  N/A(2)          Variable(3)        September 25, 2035       

---------------------                                                           
(1)   For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,  
   the Distribution Date following the maturity date for the Mortgage Loan
     with the latest maturity date has been designated as the "latest possible
     maturity date" for each Class of Certificates that represents one or more
of the "regular interests" in REMIC 5.                              

(2)   Solely for REMIC purposes, the Class CE Certificates will have an initial 
principal balance equal to the Initial Overcollateralization Amount.

(3)   The Class CE Certificates will be entitled to 100% of amounts distributed 
on the Class CE Interest and the Swap IO Interest.                  

          In addition, the Trust shall issue the Class P Certificates, which
shall be issued by the Grantor Trust.                                           

 ARTICLE I

 DEFINITIONS

Section 1.01 Defined Terms.                             

            Whenever used in this Agreement or in the Preliminary Statement, the
following words and phrases, unless the context otherwise requires, shall have  
the meanings specified in this Article. Interest on all Classes of REMIC 1      
Regular Interests will be calculated on the basis of a 360-day year consisting  
of twelve 30-day months. Interest on all Regular Certificates will be calculated
on the basis of the actual number of days in the related Interest Accrual Period
and a 360-day year.                                                             

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

     "60+ Day Delinquent Loan": Each Mortgage Loan (including each
Mortgage Loan in foreclosure and each Mortgage Loan for which the Mortgagor has 
filed for bankruptcy after the Closing Date) with respect to which any portion  
of a Monthly Payment is, as of the last day of the prior Collection Period, two 
months or more past due and each Mortgage Loan relating to an REO Property.     

           "Account": Any of the Collection Account, the Distribution Account,
the Swap Account or the Escrow Account.                                         

         "Accrued Certificate Interest": With respect to each Distribution
Date and Class of Certificates, an amount equal to the interest accrued at the  
Certificate Interest Rate described opposite such Class in the table in the     
Preliminary Statement (or in the case of the regular interests represented      
thereby, at the related REMIC 4 Pass-Through Rate) during the related Interest  
Accrual Period on the Certificate Principal Balance of such Class of            
Certificates, reduced by such Class' Interest Percentage of Relief Act Interest 
Shortfalls for such Distribution Date.                                          

            "Adjustable-Rate Mortgage Loan": A Mortgage Loan which has a rate at
which interest accrues that adjusts based on the Index plus a related Gross     
Margin, as set forth and subject to the limitations in the related Mortgage     
Note.                                                                           

        "Adjustment Date": With respect to each Adjustable-Rate Mortgage
Loan, each adjustment date on which the Mortgage Interest Rate of an            
Adjustable-Rate Mortgage Loan changes pursuant to the related Mortgage Note. The
first Adjustment Date following the Cut-off Date as to each Adjustable-Rate     
Mortgage Loan is set forth in the Mortgage Loan Schedules.                      

            "Advance": As to any Mortgage Loan, any advance made by the Servicer
in respect of any Distribution Date pursuant to Section 4.07.                   

    "Adverse REMIC Event": As defined in Section 9.01(f) hereof.

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

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

       "Applicable Regulations": As to any Mortgage Loan, all federal,
state and local laws, statutes, rules and regulations applicable thereto.       

    "Applied Realized Loss Amount": Any of a Class A-1MZ Applied
Realized Loss Amount or a Subordinated Applied Realized Loss Amount.            

      "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect or
record the sale of the Mortgage.                                                

            "Assumed Final Maturity Date": As to each Class of Certificates, the
date set forth as such in the Preliminary Statement.                            

          "Available Funds": As to any Distribution Date, an amount equal to
the excess of (i) the sum of (a) the aggregate of the Monthly Payments due      
during the related Collection Period and received on or prior to the related    
Determination Date by the Servicer, (b) Liquidation Proceeds, Insurance         
Proceeds, Condemnation Proceeds, Principal Prepayments, Substitution Adjustment 
Amounts, the Purchase Price for any repurchased Mortgage Loan, the Termination  
Price with respect to the termination of the Trust pursuant to Section 10.01    
hereof and other unscheduled recoveries of principal and interest (excluding    
Prepayment Charges, Originator Prepayment Charge Payment Amounts, Servicer      
Prepayment Charge Payment Amounts and Prepayment Interest Excess) in respect of 
the Mortgage Loans during the related Prepayment Period, (c) the aggregate of   
any amounts received in respect of an REO Property deposited in the Collection  
Account for such Distribution Date, (d) any Compensating Interest for such      
Distribution Date, (e) the aggregate of any Advances made by the Servicer for   
such Distribution Date and (f) any Reimbursement Amount or Subsequent Recovery  
deposited into the Collection Account during the related Prepayment Period over 
(ii) the sum of (a) amounts reimbursable or payable to the Servicer pursuant to 
Sections 3.05 or 6.03, (b) amounts reimbursable or payable to the Trustee       
pursuant to Section 8.05 or Section 9.01(c), (c) Stayed Funds, (d) the Servicing
Fee and (e) amounts deposited in the Collection Account or the Distribution     
Account, as the case may be, in error.                                          

          "Bankruptcy Code": Title 11 of the United States Code, as amended.

        "Book-Entry Certificates": Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which 
is reflected on the books of the Depository or on the books of a Person         
maintaining an account with the Depository (directly, as a "Depository          
Participant," or indirectly, as an indirect participant in accordance with the  
rules of the Depository and as described in Section 5.02 hereof). On the Closing
Date, the Class A-1SS, Class A-1MZ, Class A-2A, Class A-2B, Class A-2C, Class   
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class    
M-8, Class M-9, Class B-1 and Class B-2 Certificates shall be Book-Entry        
Certificates.                                                                   

           "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in the State of Delaware, the State of New York, the 
State of Florida, the State of California, the Commonwealth of Pennsylvania or  
any city in which the Corporate Trust Office of the Trustee is located are      
authorized or obligated by law or executive order to be closed.                 

       "Cap": Any of the Group 1 Cap, the Group 2 Cap or the Pool Cap.

        "Cap Carryover Amount": If on any Distribution Date, the Accrued
Certificate Interest for any Offered Certificate and the Class B Certificates is
based upon the related Cap, the excess of (i) the amount of interest such       
Certificate would have been entitled to receive on such Distribution Date based 
on the related Pass-Through Rate, over (ii) the amount of interest such         
Certificate received on such Distribution Date based on such related Cap,       
together with the unpaid portion of any such excess from prior Distribution     
Dates (and interest accrued thereon at the then applicable Pass-Through Rate on 
such Certificate).                                                              

      "Certificate": Any Regular Certificate, Class P Certificate or
Residual Certificate.                                                           

   "Certificate Custodian": Initially, Wells Fargo Bank, N.A.;
thereafter any other Certificate Custodian acceptable to the Depository and     
selected by the Trustee.                                                        

           "Certificate Interest Rate": With respect to each Distribution Date
and Class of Certificates, the per annum rate described in the table in the     
Preliminary Statement during the related Interest Accrual Period on the         
Certificate Principal Balance.                                                  

         "Certificate Owner": With respect to each Book-Entry Certificate,
any beneficial owner thereof.                                                   

     "Certificate Principal Balance": With respect to any Class of
Certificates (other than the Class CE, Class P and Residual Certificates) and   
any Distribution Date, the Original Class Certificate Principal Balance (a)     
reduced by the sum of (i) all amounts actually distributed in respect of        
principal of such Class on all prior Distribution Dates and (ii) Applied        
Realized Loss Amounts allocated thereto for previous Distribution Dates and (b) 
increased by any Subsequent Recoveries allocated to such Class for previous     
Distribution Dates. The Class CE, Class P and Residual Certificates do not have 
a Certificate Principal Balance. With respect to any Certificate (other than a  
Class CE, Class P or Residual Certificate) of a Class and any Distribution Date,
the portion of the Certificate Principal Balance of such Class represented by   
such Certificate equal to the product of the Percentage Interest evidenced by   
such Certificate and the Certificate Principal Balance of such Class.           

        "Certificate Register" and "Certificate Registrar": The register
maintained and registrar appointed pursuant to Section 5.02 hereof.             

   "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a            
Disqualified Organization or non-U.S. Person shall not be a Holder of any       
Residual Certificate for any purpose hereof.                                    

"Certification": As defined in Section 3.31(b) hereof.  

            "Class": Collectively, Certificates or REMIC Regular Interests which
have the same priority of payment and bear the same class designation and the   
form of which is identical except for variation in the Percentage Interest      
evidenced thereby.                                                              

         "Class A-1MZ Applied Realized Loss Amount": As to the Class A-1MZ
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date and any increase as a   
result of Subsequent Recoveries, but prior to the application of the Class A-1MZ
Applied Realized Loss Amount, if any, on such Distribution Date) and (y) the    
excess of the aggregate Certificate Principal Balance of the Class A-1SS and    
Class A-1MZ Certificates after taking into account the application of the       
Applied Realized Loss Amounts for the Class M Certificates and Class B          
Certificates on such Distribution Date over the aggregate Principal Balance of  
the Group 1 Mortgage Loans as of the end of the related Collection Period, after
giving effect to Principal Prepayments in the related Prepayment Period.        

           "Class A-1MZ Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 0.350% per annum, and (ii) following 
the Optional Termination Date, 0.700% per annum.                                

          "Class A-1MZ Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class A-1MZ Certificate Margin and (ii) the Group 1
Maximum Rate Cap.                                                               

        "Class A-1MZ Realized Loss Amortization Amount": As to the Class
A-1MZ Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class A-1MZ Certificates as of such Distribution   
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the 
sum of the amounts described in Section 4.02(b)(i) and (ii) hereof, in each case
for such Distribution Date.                                                     

           "Class A-1SS Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 0.245% per annum, and (ii) following 
the Optional Termination Date, 0.490% per annum.                                

          "Class A-1SS Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class A-1SS Certificate Margin and (ii) the Group 1
Maximum Rate Cap.                                                               

          "Class A-2A Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 0.090% per annum, and (ii) following 
the Optional Termination Date, 0.180% per annum.                                

         "Class A-2A Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class A-2A Certificate Margin and (ii) the Group 2 
Maximum Rate Cap.                                                               

          "Class A-2B Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 0.240% per annum, and (ii) following 
the Optional Termination Date, 0.480% per annum.                                

         "Class A-2B Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class A-2B Certificate Margin and (ii) the Group 2 
Maximum Rate Cap.                                                               

          "Class A-2C Certificate Margin": For each Distribution Date (i) on
or prior to the Optional Termination Date, 0.360% per annum, and (ii) following 
the Optional Termination Date, 0.720% per annum.                                

         "Class A-2C Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class A-2C Certificate Margin and (ii) the Group 2 
Maximum Rate Cap.                                                               

      "Class A Certificate": Any one of the Certificates with an "A"
designated on the face thereof substantially in the form annexed hereto as      
Exhibits A-1, A-2, A-3, A-4 and A-5, executed by the Trustee on behalf of the   
Trust and authenticated and delivered by the Certificate Registrar, representing
the right to distributions as set forth herein and therein.                     

            "Class A Certificateholders": Collectively, the Holders of the Class
A Certificates.                                                                 

      "Class B Certificates:" Any one of the Certificates with a "B"
designated on the face thereof substantially in the form annexed hereto as      
Exhibits B-10 and B-11, executed by the Trustee on behalf of the Trust and      
authenticated and delivered by the Certificate Registrar, representing the right
to distributions as set forth herein and therein.                               

            "Class B Certificateholders": Collectively, the Holders of the Class
B Certificates.                                                                 

            "Class B-1 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 2.500% per annum, and (ii) following the
Optional Termination Date, 3.750% per annum.                                    

        "Class B-1 Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class B-1 Certificate Margin and (ii) the Pool     
Maximum Rate Cap.                                                               

         "Class B-1 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Senior Principal Distribution Amount on such Distribution Date), (ii) the   
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), (iv) the Certificate Principal  
Balance of the Class M-3 Certificates (after taking into account the payment of 
the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the 
Certificate Principal Balance of the Class M-4 Certificates (after taking into  
account the payment of the Class M-4 Principal Distribution Amount on such      
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5     
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date), (vii) the Certificate Principal 
Balance of the Class M-6 Certificates (after taking into account the payment of 
the Class M-6 Principal Distribution Amount on such Distribution Date), (viii)  
the Certificate Principal Balance of the Class M-7 Certificates (after taking   
into account the payment of the Class M-7 Principal Distribution Amount on such 
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8     
Certificates (after taking into account the payment of the Class M-8 Principal  
Distribution Amount on such Distribution Date), (x) the Certificate Principal   
Balance of the Class M-9 Certificates (after taking into account the payment of 
the Class M-9 Principal Distribution Amount on such Distribution Date) and (xi) 
the Certificate Principal Balance of the Class B-1 Certificates immediately     
prior to such Distribution Date over (y) the lesser of (A) the product of (i)   
97.00% and (ii) the Pool Balance as of the last day of the related Collection   
Period after giving effect to Principal Prepayments in the related Prepayment   
Period and (B) the Pool Balance as of the last day of the related Collection    
Period after giving effect to Principal Prepayments in the related Prepayment   
Period minus the product of 0.50% and the Cut-off Date Aggregate Principal      
Balance.                                                                        

          "Class B-1 Realized Loss Amortization Amount": As to the Class B-1
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class B-1 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xxxii) hereof, in each  
case for such Distribution Date.                                                

            "Class B-2 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 2.500% per annum, and (ii) following the
Optional Termination Date, 3.750% per annum.                                    

        "Class B-2 Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class B-2 Certificate Margin and (ii) the Pool     
Maximum Rate Cap.                                                               

         "Class B-2 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Senior Principal Distribution Amount on such Distribution Date), (ii) the   
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), (iv) the Certificate Principal  
Balance of the Class M-3 Certificates (after taking into account the payment of 
the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the 
Certificate Principal Balance of the Class M-4 Certificates (after taking into  
account the payment of the Class M-4 Principal Distribution Amount on such      
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5     
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date), (vii) the Certificate Principal 
Balance of the Class M-6 Certificates (after taking into account the payment of 
the Class M-6 Principal Distribution Amount on such Distribution Date), (viii)  
the Certificate Principal Balance of the Class M-7 Certificates (after taking   
into account the payment of the Class M-7 Principal Distribution Amount on such 
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8     
Certificates (after taking into account the payment of the Class M-8 Principal  
Distribution Amount on such Distribution Date), (x) the Certificate Principal   
Balance of the Class M-9 Certificates (after taking into account the payment of 
the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the
Certificate Principal Balance of the Class B-1 Certificates (after taking into  
account the payment of the Class B-1 Principal Distribution Amount on such      
Distribution Date) and (xii) the Certificate Principal Balance of the Class B-2 
Certificates immediately prior to such Distribution Date over (y) the lesser of 
(A) the product of (i) 98.20% and (ii) the Pool Balance as of the last day of   
the related Collection Period after giving effect to Principal Prepayments in   
the related Prepayment Period and (B) the Pool Balance as of the last day of the
related Collection Period after giving effect to Principal Prepayments in the   
related Prepayment Period minus the product of 0.50% and the Cut-off Date       
Aggregate Principal Balance.                                                    

          "Class B-2 Realized Loss Amortization Amount": As to the Class B-2
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class B-2 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xxxv) hereof, in each   
case for such Distribution Date.                                                

        "Class CE Certificates": Any one of the Class CE Certificates as
designated on the face thereof substantially in the form annexed hereto as      
Exhibit C-1, executed by the Trustee on behalf of the Trust and authenticated   
and delivered by the Certificate Registrar, representing the right to           
distributions as set forth herein and therein.                                  

         "Class CE Distributable Amount": With respect to any Distribution
Date, (x) the sum of (i) the interest accrued on such Class CE Certificate at   
its Pass-Through Rate calculated on its Notional Amount less the amount (without
duplication) of Cap Carryover Amounts and REMIC 4 Cap Carryover Amounts paid    
pursuant to Section 4.02(b)( xxxvii), (ii) the Overcollateralization Release    
Amount and (iii) amounts distributable in respect of the Swap IO Interest less  
(y) any Net Swap Payments or Swap Termination Payments paid to the Swap         
Provider.                                                                       

      "Class CE Uncertificated Principal Balance": As of any date of
determination, the Initial Overcollateralization Amount minus the sum of (i) any
Realized Losses allocated thereto and (ii) any amounts distributed (or deemed   
distributed) to the Class CE Certificates with respect thereto.                 

      "Class M Certificate": Any one of the Certificates with an "M"
designated on the face thereof substantially in the form annexed hereto as      
Exhibit B-1, Exhibit B-2, Exhibit B-3, Exhibit B-4, Exhibit B-5, Exhibit B-6,   
Exhibit B-7, Exhibit B-8 and Exhibit B-9, executed by the Trustee on behalf of  
the Trust and authenticated and delivered by the Certificate Registrar,         
representing the right to distributions as set forth herein and therein.        

            "Class M Certificateholders": Collectively, the Holders of the Class
M Certificates.                                                                 

            "Class M-1 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.460% per annum, and (ii) following the
Optional Termination Date, 0.690% per annum.                                    

        "Class M-1 Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class M-1 Certificate Margin and (ii) the Pool     
Maximum Rate Cap.                                                               

         "Class M-1 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Senior Principal Distribution Amount on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 71.60% and 
(ii) the Pool Balance as of the last day of the related Collection Period after 
giving effect to Principal Prepayments in the related Prepayment Period and (B) 
the Pool Balance as of the last day of the related Collection Period after      
giving effect to Principal Prepayments in the related Prepayment Period minus   
the product of 0.50% and the Cut-off Date Aggregate Principal Balance.          

          "Class M-1 Realized Loss Amortization Amount": As to the Class M-1
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-1 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (v) hereof, in each case 
for such Distribution Date.                                                     

            "Class M-2 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.550% per annum, and (ii) following the
Optional Termination Date, 0.825% per annum.                                    

        "Class M-2 Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class M-2 Certificate Margin and (ii) the Pool     
Maximum Rate Cap.                                                               

         "Class M-2 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Senior Principal Distribution Amount on such Distribution Date), (ii) the   
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2 
Certificates immediately prior to such Distribution Date over (y) the lesser of 
(A) the product of (i) 79.60% and (ii) the Pool Balance as of the last day of   
the related Collection Period after giving effect to Principal Prepayments in   
the related Prepayment Period and (B) the Pool Balance as of the last day of the
related Collection Period after giving effect to Principal Prepayments in the   
related Prepayment Period minus the product of 0.50% and the Cut-off Date       
Aggregate Principal Balance.                                                    

          "Class M-2 Realized Loss Amortization Amount": As to the Class M-2
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-2 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (viii) hereof, in each   
case for such Distribution Date.                                                

            "Class M-3 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.640% per annum, and (ii) following the
Optional Termination Date, 0.960% per annum.                                    

        "Class M-3 Pass-Through Rate": For each Distribution Date, a per
annum rate equal the lesser of (i) One-Month LIBOR as of the related LIBOR      
Determination Date, plus the Class M-3 Certificate Margin and (ii) the Pool     
Maximum Rate Cap.                                                               

         "Class M-3 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Senior Principal Distribution Amount on such Distribution Date), (ii) the   
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), and (iv) the Certificate        
Principal Balance of the Class M-3 Certificates immediately prior to such       
Distribution Date over (y) the lesser of (A) the product of (i) 82.10% and (ii) 
the Pool Balance as of the last day of the related Collection Period after      
giving effect to Principal Prepayments in the related Prepayment Period and (B) 
the Pool Balance as of the last day of the related Collection Period after      
giving effect to Principal Prepayments in the related Prepayment Period minus   
the product of 0.50% and the Cut-off Date Aggregate Principal Balance.          

          "Class M-3 Realized Loss Amortization Amount": As to the Class M-3
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-3 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xi) hereof, in each case
for such Distribution Date.                                                     

            "Class M-4 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.680% per annum, and (ii) following the
Optional Termination Date, 1.020% per annum.                                    

        "Class M-4 Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class M-4 Certificate Margin and (ii) the Pool     
Maximum Rate Cap.                                                               

         "Class M-4 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Senior Principal Distribution Amount on such Distribution Date), (ii) the   
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), (iv) the Certificate Principal  
Balance of the Class M-3 Certificates (after taking into account the payment of 
the Class M-3 Principal Distribution Amount on such Distribution Date) and (v)  
the Certificate Principal Balance of the Class M-4 Certificates immediately     
prior to such Distribution Date over (y) the lesser of (A) the product of (i)   
84.70% and (ii) the Pool Balance as of the last day of the related Collection   
Period after giving effect to Principal Prepayments in the related Prepayment   
Period and (B) the Pool Balance as of the last day of the related Collection    
Period after giving effect to Principal Prepayments in the related Prepayment   
Period minus the product of 0.50% and the Cut-off Date Aggregate Principal      
Balance.                                                                        

          "Class M-4 Realized Loss Amortization Amount": As to the Class M-4
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-4 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xiv) hereof, in each    
case for such Distribution Date.                                                

            "Class M-5 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.100% per annum, and (ii) following the
Optional Termination Date, 1.650% per annum.                                    

        "Class M-5 Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class M-5 Certificate Margin and (ii) the Pool     
Maximum Rate Cap.                                                               

         "Class M-5 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Senior Principal Distribution Amount on such Distribution Date), (ii) the   
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), (iv) the Certificate Principal  
Balance of the Class M-3 Certificates (after taking into account the payment of 
the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the 
Certificate Principal Balance of the Class M-4 Certificates (after taking into  
account the payment of the Class M-4 Principal Distribution Amount on such      
Distribution Date) and (vi) the Certificate Principal Balance of the Class M-5  
Certificates immediately prior to such Distribution Date over (y) the lesser of 
(A) the product of (i) 87.10% and (ii) the Pool Balance as of the last day of   
the related Collection Period after giving effect to Principal Prepayments in   
the related Prepayment Period and (B) the Pool Balance as of the last day of the
related Collection Period after giving effect to Principal Prepayments in the   
related Prepayment Period minus the product of 0.50% and the Cut-off Date       
Aggregate Principal Balance.                                                    

          "Class M-5 Realized Loss Amortization Amount": As to the Class M-5
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-5 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xvii) hereof, in each   
case for such Distribution Date.                                                

            "Class M-6 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.300% per annum, and (ii) following the
Optional Termination Date, 1.950% per annum.                                    

        "Class M-6 Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class M-6 Certificate Margin and (ii) the Pool     
Maximum Rate Cap.                                                               

         "Class M-6 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Senior Principal Distribution Amount on such Distribution Date), (ii) the   
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), (iv) the Certificate Principal  
Balance of the Class M-3 Certificates (after taking into account the payment of 
the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the 
Certificate Principal Balance of the Class M-4 Certificates (after taking into  
account the payment of the Class M-4 Principal Distribution Amount on such      
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5     
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date) and (vii) the Certificate        
Principal Balance of the Class M-6 Certificates immediately prior to such       
Distribution Date over (y) the lesser of (A) the product of (i) 89.60% and (ii) 
the Pool Balance as of the last day of the related Collection Period after      
giving effect to Principal Prepayments in the related Prepayment Period and (B) 
the Pool Balance as of the last day of the related Collection Period after      
giving effect to Principal Prepayments in the related Prepayment Period minus   
the product of 0.50% and the Cut-off Date Aggregate Principal Balance.          

          "Class M-6 Realized Loss Amortization Amount": As to the Class M-6
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-6 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xx) hereof, in each case
for such Distribution Date.                                                     

            "Class M-7 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.850% per annum, and (ii) following the
Optional Termination Date, 2.775% per annum.                                    

        "Class M-7 Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class M-7 Certificate Margin and (ii) the Pool     
Maximum Rate Cap.                                                               

         "Class M-7 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Senior Principal Distribution Amount on such Distribution Date), (ii) the   
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), (iv) the Certificate Principal  
Balance of the Class M-3 Certificates (after taking into account the payment of 
the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the 
Certificate Principal Balance of the Class M-4 Certificates (after taking into  
account the payment of the Class M-4 Principal Distribution Amount on such      
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5     
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date), (vii) the Certificate Principal 
Balance of the Class M-6 Certificates (after taking into account the payment of 
the Class M-6 Principal Distribution Amount on such Distribution Date) and      
(viii) the Certificate Principal Balance of the Class M-7 Certificates          
immediately prior to such Distribution Date over (y) the lesser of (A) the      
product of (i) 91.80% and (ii) the Pool Balance as of the last day of the       
related Collection Period after giving effect to Principal Prepayments in the   
related Prepayment Period and (B) the Pool Balance as of the last day of the    
related Collection Period after giving effect to Principal Prepayments in the   
related Prepayment Period minus the product of 0.50% and the Cut-off Date       
Aggregate Principal Balance.                                                    

          "Class M-7 Realized Loss Amortization Amount": As to the Class M-7
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-7 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xxiii) hereof, in each  
case for such Distribution Date.                                                

            "Class M-8 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 2.500% per annum, and (ii) following the
Optional Termination Date, 3.750% per annum.                                    

        "Class M-8 Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class M-8 Certificate Margin and (ii) the Pool     
Maximum Rate Cap.                                                               

         "Class M-8 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Senior Principal Distribution Amount on such Distribution Date), (ii) the   
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), (iv) the Certificate Principal  
Balance of the Class M-3 Certificates (after taking into account the payment of 
the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the 
Certificate Principal Balance of the Class M-4 Certificates (after taking into  
account the payment of the Class M-4 Principal Distribution Amount on such      
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5     
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date), (vii) the Certificate Principal 
Balance of the Class M-6 Certificates (after taking into account the payment of 
the Class M-6 Principal Distribution Amount on such Distribution Date), (viii)  
the Certificate Principal Balance of the Class M-7 Certificates (after taking   
into account the payment of the Class M-7 Principal Distribution Amount on such 
Distribution Date) and (ix) the Certificate Principal Balance of the Class M-8  
Certificates immediately prior to such Distribution Date over (y) the lesser of 
(A) the product of (i) 93.20% and (ii) the Pool Balance as of the last day of   
the related Collection Period after giving effect to Principal Prepayments in   
the related Prepayment Period and (B) the Pool Balance as of the last day of the
related Collection Period after giving effect to Principal Prepayments in the   
related Prepayment Period minus the product of 0.50% and the Cut-off Date       
Aggregate Principal Balance.                                                    

          "Class M-8 Realized Loss Amortization Amount": As to the Class M-8
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-8 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xxvi) hereof, in each   
case for such Distribution Date.                                                

            "Class M-9 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 2.500% per annum, and (ii) following the
Optional Termination Date, 3.750% per annum.                                    

        "Class M-9 Pass-Through Rate": For each Distribution Date, a per
annum rate equal to the lesser of (i) One-Month LIBOR as of the related LIBOR   
Determination Date, plus the Class M-9 Certificate Margin and (ii) the Pool     
Maximum Rate Cap.                                                               

         "Class M-9 Principal Distribution Amount": As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Senior Principal Distribution Amount on such Distribution Date), (ii) the   
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), (iv) the Certificate Principal  
Balance of the Class M-3 Certificates (after taking into account the payment of 
the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the 
Certificate Principal Balance of the Class M-4 Certificates (after taking into  
account the payment of the Class M-4 Principal Distribution Amount on such      
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5     
Certificates (after taking into account the payment of the Class M-5 Principal  
Distribution Amount on such Distribution Date), (vii) the Certificate Principal 
Balance of the Class M-6 Certificates (after taking into account the payment of 
the Class M-6 Principal Distribution Amount on such Distribution Date), (viii)  
the Certificate Principal Balance of the Class M-7 Certificates (after taking   
into account the payment of the Class M-7 Principal Distribution Amount on such 
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8     
Certificates (after taking into account the payment of the Class M-8 Principal  
Distribution Amount on such Distribution Date) and (x) the Certificate Principal
Balance of the Class M-9 Certificates immediately prior to such Distribution    
Date over (y) the lesser of (A) the product of (i) 95.30% and (ii) the Pool     
Balance as of the last day of the related Collection Period after giving effect 
to Principal Prepayments in the related Prepayment Period and (B) the Pool      
Balance as of the last day of the related Collection Period after giving effect 
to Principal Prepayments in the related Prepayment Period minus the product of  
0.50% and the Cut-off Date Aggregate Principal Balance.                         

          "Class M-9 Realized Loss Amortization Amount": As to the Class M-9
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-9 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xxix) hereof, in each   
case for such Distribution Date.                                                

     "Class P Certificate": Any one of the Certificates with a "P"
designated on the face thereof substantially in the form annexed hereto as      
Exhibit C-2, executed by the Trustee on behalf of the Trust and authenticated   
and delivered by the Certificate Registrar, representing the right to           
distributions as set forth herein and therein.                                  

      "Class R Certificate": The Class R Certificate executed by the
Trustee on behalf of the Trust, and authenticated and delivered by the          
Certificate Registrar, substantially in the form annexed hereto as Exhibit C-3  
and evidencing the ownership of the Residual Interest in each of REMIC 1, REMIC 
2, REMIC 3 and REMIC 4. The Class R Certificate represents the ownership of the 
Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest and the Class
R-4 Interest.                                                                   

          "Class R-X Certificate": The Class R-X Certificate executed by the
Trustee on behalf of the Trust, and authenticated and delivered by the          
Certificate Registrar, substantially in the form annexed hereto as Exhibit C-4  
and evidencing the ownership of the Residual Interest in REMIC 5.               

           "Class R-1 Interest": The uncertificated residual interest in REMIC

           "Class R-2 Interest": The uncertificated residual interest in REMIC

           "Class R-3 Interest": The uncertificated residual interest in REMIC

           "Class R-4 Interest": The uncertificated residual interest in REMIC

"Closing Date": October 31, 2005.                       

            "Code": The Internal Revenue Code of 1986, as it may be amended from
time to time.                                                                   

            "Collection Account": The account or accounts created and maintained
by the Servicer pursuant to Section 3.04(a), which shall be entitled "Collection
Account, Option One Mortgage Corporation, as Servicer for the Trust under the   
Pooling and Servicing Agreement dated as of October 1, 2005 among Asset Backed  
Funding Corporation, as Depositor, Option One Mortgage Corporation, as Servicer,
and Wells Fargo Bank, N.A., as Trustee, in trust for registered Holders of ABFC 
2005-OPT1 Trust, ABFC Asset-Backed Certificates, Series 2005-OPT1," and which   
must be an Eligible Account.                                                    

       "Collection Period": With respect to any Distribution Date, the
period from the second day of the calendar month preceding the month in which   
such Distribution Date occurs through the first day of the month in which such  
Distribution Date occurs.                                                       

            "Combined Loan-to-Value Ratio": For any Mortgage Loan, the fraction,
expressed as a percentage, the numerator of which is the sum of (i) the         
Principal Balance of the Mortgage Loan at origination and (ii) the principal    
balance of the senior mortgage loan, if any, on the date of origination of the  
Mortgage Loan and the denominator of which is the Value of the related Mortgaged
Property.                                                                       

            "Commission":  The United States Securities and Exchange Commission.

   "Compensating Interest": As defined in Section 3.23 hereof.

          "Condemnation Proceeds": All awards or settlements in respect of a
taking of a Mortgaged Property by exercise of the power of eminent domain or    
condemnation.                                                                   

     "Consulting Agreement": The Consulting Agreement, dated as of
October 31, 2005, between Clayton Fixed Income Services Inc., as Credit Risk    
Manager, and the Depositor.                                                     

         "Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business in     
connection with this Agreement shall be administered, which office at the date  
of the execution of this instrument is located at (i) for certificate transfer  
purposes, Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis,   
Minnesota, 55479-0113, Attention: Client Manager-ABFC, Series 2005-OPT1 and (ii)
for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045,      
Attention: Client Manager-ABFC, Series 2005-OPT1 or at such other address as the
Trustee may designate from time to time by notice to the Certificateholders, the
Depositor and the Servicer.                                                     

         "Corresponding Classes": With respect to REMIC 3 and REMIC 4, the
following Classes shall be Corresponding Classes:                               

Corresponding REMIC 3 Classes            Corresponding REMIC 4 Classes          
-----------------------------            -----------------------------          

LT1A1SS                            Class A-1SS Certificates   

LT1A1MZ                            Class A-1MZ Certificates   

LT1A2A                             Class A-2A Certificates    

LT1A2B                             Class A-2B Certificates    

LT1A2C                             Class A-2C Certificates    

LT1M1                              Class M-1 Certificates     

LT1M2                              Class M-2 Certificates     

LT1M3                              Class M-3 Certificates     

LT1M4                              Class M-4 Certificates     

LT1M5                              Class M-5 Certificates     

LT1M6                              Class M-6 Certificates     

LT1M7                              Class M-7 Certificates     

LT1M8                              Class M-8 Certificates     

LT1M9                              Class M-9 Certificates     

LT1B1                              Class B-1 Certificates     

LT1B2                              Class B-2 Certificates     

           "Credit Risk Manager": Clayton Fixed Income Services Inc. (formerly
known as The Murrayhill Company), a Colorado corporation.                       

     "Credit Risk Manager Fee": The fee payable to the Credit Risk
Manager on each Distribution Date for its services as Credit Risk Manager, in an
amount equal to the product of (i) one-twelfth of the Credit Risk Manager Fee   
Rate and (ii) the Pool Balance as of the opening of business on the first day of
the related Collection Period.                                                  

        "Credit Risk Manager Fee Rate": With respect to any Distribution
Date, 0.0150% per annum.                                                        

      "Credit Risk Management Agreement": The Credit Risk Management
Agreement between the Servicer and the Credit Risk Manager dated as of October  
31, 2005.                                                                       

"Cut-off Date": October 1, 2005.                        

        "Cut-off Date Aggregate Principal Balance": The aggregate of the
Cut-off Date Principal Balances of the Mortgage Loans.                          

            "Cut-off Date Principal Balance": With respect to any Mortgage Loan,
the unpaid principal balance thereof as of the Cut-off Date after application of
funds received or advanced on or before such date (or as of the applicable date 
of substitution with respect to an Eligible Substitute Mortgage Loan).          

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

    "Defective Mortgage Loan": A Mortgage Loan replaced or to be
replaced by one or more Eligible Substitute Mortgage Loans.                     

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

        "Definitive Certificates": As defined in Section 5.02(c) hereof.

         "Delinquent": Any Mortgage Loan with respect to which the Monthly
Payment due on a Due Date is not made by the close of business on the next      
scheduled Due Date for such Mortgage Loan.                                      

 "Depositor": Asset Backed Funding Corporation, a Delaware
corporation, or any successor in interest.                                      

          "Depository": The initial depository shall be The Depository Trust
Company, whose nominee is Cede & Co., or any other organization registered as a 
"clearing agency" pursuant to Section 17A of the Exchange Act. The Depository   
shall initially be the registered Holder of the Book-Entry Certificates. The    
Depository shall at all times be a "clearing corporation" as defined in Section 
8-102(3) of the Uniform Commercial Code of the State of New York.               

           "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 any Distribution Date, the
15th day of the calendar month in which such Distribution Date occurs or, if    
such 15th day is not a Business Day, the Business Day immediately preceding such
15th day.                                                                       

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

        "Disqualified Organization": A "disqualified organization" under
Section 860E of the Code, which as of the Closing Date is any of: (i) the United
States, any state or political subdivision thereof, any possession of the United
States, any foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (ii) any organization (other than a    
cooperative described in Section 521 of the Code) which is exempt from the tax  
imposed by Chapter 1 of the Code unless such organization is subject to the tax 
imposed by Section 511 of the Code, (iii) any organization described in Section 
1381(a)(2)(C) of the Code, or (iv) any other Person so designated by the Trustee
based upon an Opinion of Counsel provided by nationally recognized counsel to   
the Trustee that the holding of an ownership interest in a Residual Certificate 
by such Person may cause the Trust Fund or any Person having an ownership       
interest in any Class of Certificates (other than such Person) to incur         
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the transfer of an ownership interest in a Residual Certificate 
to such Person. A corporation will not be treated as an instrumentality of the  
United States or of any state or political subdivision thereof if all of its    
activities are subject to tax and a majority of its board of directors is not   
selected by a governmental unit. The term "United States," "state" and          
"international organization" shall have the meanings set forth in Section 7701  
of the Code.                                                                    

         "Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.04(b), which shall be entitled  
"Distribution Account, Wells Fargo Bank, N.A., as Trustee, in trust for the     
registered Holders of ABFC 2005-OPT1 Trust, ABFC Asset-Backed Certificates,     
Series 2005-OPT1" and which must be an Eligible Account.                        

           "Distribution Date": The 25th day of any calendar month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in November 2005.                                               

            "Distribution Date Statement": As defined in Section 4.06(a) hereof.

           "Due Date": With respect to each Mortgage Loan and any Distribution
Date, the day of the calendar month in which such Distribution Date occurs on   
which the Monthly Payment for such Mortgage Loan was due, exclusive of any grace
period.                                                                         

        "Eligible Account": Any of (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company the   
short-term unsecured debt obligations of which (or, in the case of a depository 
institution or trust company that is the principal subsidiary of a holding      
company, the short-term unsecured debt obligations of such holding company) are 
rated "A-1+" by S&P and "F-1+" by Fitch (or comparable ratings if S&P and Fitch 
are not the Rating Agencies) by each of the Rating Agencies at the time any     
amounts are held on deposit therein, (ii) an account or accounts the deposits in
which are fully insured by the FDIC, (iii) a trust account or accounts          
maintained with the trust department of a federal or state chartered depository 
institution, national banking association or trust company acting in its        
fiduciary capacity or (iv) an account otherwise acceptable to each Rating Agency
without reduction or withdrawal of their then current ratings of the            
Certificates as evidenced by a letter from each Rating Agency to the Trustee and
the NIMS Insurer. Eligible Accounts may bear interest.                          

            "Eligible 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 or managed by the Depositor, the Servicer, the NIMS Insurer,  
the Trustee or any of their respective Affiliates or for which an Affiliate of  
the Trustee serves as an advisor:                                               

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

           (ii)   (A) demand and time deposits in, certificates of deposit of,
bankers' acceptances issued by or federal funds sold by any depository
     institution or trust company (including the Trustee or its agents acting in
    their respective commercial capacities) incorporated under the laws of the
  United States of America or any state thereof and subject to supervision
 and examination by federal and/or state authorities, so long as, at the
time of such investment or contractual commitment providing for such  
  investment, such depository institution or trust company or its ultimate
 parent has a short-term uninsured debt rating in one of the two highest
available rating categories of S&P and the highest available rating   
  category of Fitch and provided that each such investment has an original
    maturity of no more than 365 days and (B) any other demand or time deposit
or deposit which is fully insured by the FDIC;                        

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

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

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

        (vi) units of money market funds registered under the Investment
   Company Act of 1940 (including funds managed or advised by the Trustee or
    affiliates thereof) that, if rated by each Rating Agency, are rated in its
highest rating category (if so rated by such Rating Agency); and      

    (vii)  if previously confirmed in writing to the Trustee and
  consented to by the NIMS Insurer, any other demand, money market or time
deposit, or any other obligation, security or investment, as may be   
   acceptable to the Rating Agencies in writing as an eligible investment of
   funds backing securities having ratings equivalent to its highest initial
rating of the Senior Certificates;                                    

provided, 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.                         

            "Eligible Substitute Mortgage Loan": A mortgage loan substituted for
a Defective Mortgage Loan pursuant to the terms of this Agreement which must, on
the date of such substitution, (i) have an outstanding principal balance (or in 
the case of a substitution of more than one Mortgage Loan for a Defective       
Mortgage Loan, an aggregate principal balance) not in excess of the then        
outstanding principal balance of the Defective Mortgage Loan as of the Due Date 
in the calendar month during which the substitution occurs, (ii) be of the same 
type (fixed-rate or adjustable-rate) and have a Mortgage Interest Rate not less 
than the Mortgage Interest Rate of the Defective Mortgage Loan and not more than
2% in excess of the Mortgage Interest Rate of such Defective Mortgage Loan and, 
with respect to an Adjustable-Rate Mortgage Loan, have the same Index as the    
Defective Mortgage Loan and have a Gross Margin equal to or greater than the    
Defective Mortgage Loan, (iii) have a FICO Score not less than the Defective    
Mortgage Loan, (iv) have a remaining term to maturity not more than one year    
earlier and not later than the remaining term to maturity of the Defective      
Mortgage Loan, (v) have a Combined Loan-to-Value Ratio as of the date of        
substitution not greater than the Combined Loan-to-Value Ratio of the Defective 
Mortgage Loan as of such date, (vi) have a Prepayment Charge at least equal in  
amount of that of the Defective Mortgage Loan and (vii) conform to each         
representation and warranty set forth in Section 3.03 of the Originator Mortgage
Loan Purchase Agreement and Section 3.01 of the Mortgage Loan Purchase Agreement
applicable to the Defective Mortgage Loan. In the event that one or more        
mortgage loans are substituted for one or more Defective Mortgage Loans, the    
amounts described in clause (i) hereof shall be determined on the basis of      
aggregate principal balance, the Mortgage Interest Rates described in clause    
(ii) hereof shall be determined on the basis of weighted average Mortgage       
Interest Rates, the terms described in clause (iv) hereof shall be determined on
the basis of weighted average remaining term to maturity, the Combined          
Loan-to-Value Ratios described in clause (v) hereof shall be satisfied as to    
each such mortgage loan and, except to the extent otherwise provided in this    
sentence, the representations and warranties described in clause (vii) hereof   
must be satisfied as to each Eligible Substitute Mortgage Loan or in the        
aggregate, as the case may be. Any Defective Mortgage Loan that is a Group 1    
Mortgage Loan or Group 2 Mortgage Loan must be replaced by an Eligible          
Substitute Mortgage Loan that will be a Group 1 Mortgage Loan or Group 2        
Mortgage Loan, as applicable.                                                   

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

         "ERISA-Restricted Certificates": Any of the Class B-1, Class B-2,
Class CE, Class P and Residual Certificates.                                    

        "Escrow Account": The account or accounts created and maintained
pursuant to Section 3.06.                                                       

        "Escrow Payments": The amounts constituting ground rents, taxes,
assessments, water rates, mortgage insurance premiums, fire and hazard insurance
premiums and other payments required to be escrowed by the Mortgagor with the   
mortgagee pursuant to any Mortgage Loan.                                        

          "Estate in Real Property": A fee simple estate in a parcel of real
property.                                                                       

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

          "Expense Fee Rate": The sum of (i) the Servicing Fee Rate and (ii)
the Credit Risk Manager Fee Rate.                                               

"Extended Period": As defined in Section 9.04(b).       

           "Extra Principal Distribution Amount": As of any Distribution Date,
the lesser of (x) the Monthly Excess Interest Amount for such Distribution Date 
and (y) the Overcollateralization Deficiency for such Distribution Date.        

      "FDIC": Federal Deposit Insurance Corporation or any successor
thereto.                                                                        

           "Fidelity Bond": Shall have the meaning assigned thereto in Section
3.12.                                                                           

     "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property   
(i) purchased by the Originator or the Seller pursuant to or as contemplated by 
Section 2.03 or (ii) purchased by the Majority Class CE Certificateholders or   
the Servicer pursuant to Section 10.01), 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.                              

            "Fitch": Fitch Ratings and its successors, and if such company shall
for any reason no longer perform the functions of a securities rating agency,   
"Fitch" shall be deemed to refer to any other "nationally recognized statistical
rating organization" as set forth on the most current list of such organizations
released by the Commission.                                                     

        "Fixed-Rate Mortgage Loan": A Mortgage Loan which has a constant
annual rate at which interest accrues in accordance with the provisions of the  
related Mortgage Note.                                                          

       "Fixed Swap Payment": With respect to any Distribution Date, an
amount equal to the product of (x) 4.628%, (y) the notional amount for that     
Distribution Date set forth on the table on Exhibit N and (z) a fraction, the   
numerator of which is 30 (or, for the first Distribution Date, the number of    
days elapsed from the Closing Date to but excluding the first Distribution Date 
on a 30/360 basis), and the denominator of which is 360.                        

          "Floating Swap Payment": With respect to any Distribution Date, an
amount equal to the product of (i) Swap LIBOR, (ii) the notional amount set     
forth in the table on Exhibit N and (iii) a fraction, the numerator of which is 
the actual number of days elapsed from and including the previous Distribution  
Date to but excluding the current Distribution Date (or, for the first          
Distribution Date, the actual number of days elapsed from the Closing Date to   
but excluding the first Distribution Date), and the denominator of which is 360.

          "Foreclosure Price": The amount reasonably expected to be received
from the sale of the related Mortgaged Property net of any expenses associated  
with foreclosure proceedings.                                                   

"Form 10-K": As defined in Section 3.31(a) hereof.      

         "Grantor Trust": That portion of the Trust exclusive of any REMIC
created hereunder consisting of (a) the Prepayment Charges, any Originator      
Prepayment Charge Payment Amounts and any Servicer Prepayment Charge Payment    
Amounts and the right of the Class P Certificateholders to receive such         
Prepayment Charges, Originator Prepayment Charge Payment Amounts and Servicer   
Prepayment Charge Payment Amounts, (b) the right of the Offered Certificates and
the Class B Certificates to receive Cap Carryover Amounts and REMIC 4 Cap       
Carryover Amounts, (c) the Interest Rate Swap Agreement, the Swap Account and   
the beneficial interest of the Class CE Certificates with respect thereto and   
(d) the obligation of the Class CE Certificates to pay Cap Carryover Amounts and
REMIC 4 Cap Carryover Amounts.                                                  

           "Gross Margin": With respect to each Adjustable-Rate Mortgage Loan,
the fixed percentage set forth in the related Mortgage Note that is added to the
Index on each Adjustment Date in accordance with the terms of the related       
Mortgage Note used to determine the Mortgage Interest Rate for such Mortgage    
Loan.                                                                           

          "Group 1 Cap": As of any Distribution Date and the Class A-1SS and
Class A-1MZ Certificates, a per annum rate, adjusted by multiplying such rate by
a fraction equal to 30 over the actual number of days in the related Interest   
Accrual Period, equal to (x) the Weighted Average Net Mortgage Interest Rate for
the Group 1 Mortgage Loans minus (y) a percentage, expressed as a per annum     
rate, calculated as a fraction, the numerator of which is the sum of (a) any Net
Swap Payment owed to the Swap Provider and (b) any Swap Termination Payment     
(other than any Swap Termination Payment resulting from a Swap Provider Trigger 
Event), payable by the Trust, and the denominator of which is equal to the      
aggregate Principal Balance of the Group 1 Mortgage Loans as of the first day of
the related Collection Period.                                                  

          "Group 1 Interest Remittance Amount": As of any Distribution Date,
(A) the sum, without duplication, of (i) all interest due and collected or      
advanced with respect to the related Collection Period on the Group 1 Mortgage  
Loans received by the Servicer on or prior to the Determination Date for such   
Distribution Date (less the Servicing Fee, amounts available for reimbursement  
of Advances and Servicing Advances pursuant to Section 3.05, expenses           
reimbursable pursuant to Section 6.03 and indemnification payments pursuant to  
Sections 3.26 and 8.05), (ii) all Compensating Interest paid by the Servicer on 
the related Distribution Date with respect to such Mortgage Loans, (iii) the    
portion of any payment in connection with any Principal Prepayment (other than  
any Prepayment Interest Excess), substitution, Purchase Price, Termination      
Price, Insurance Proceeds or Net Liquidation Proceeds relating to interest with 
respect to such Mortgage Loans received during the related Prepayment Period and
(iv) any Reimbursement Amount relating to such Mortgage Loans received during   
the related Prepayment Period less (B) the product of (x) any amounts payable to
the Swap Provider (including any Net Swap Payment and any Swap Termination      
Payment owed to the Swap Provider but excluding any Swap Termination Payment    
owed to the Swap Provider resulting from a Swap Provider Trigger Event) and (y) 
a fraction, the numerator of which is the aggregate Principal Balance of the    
Group 1 Mortgage Loans as of the first day of the related Collection Period and 
the denominator of which is equal to the Pool Balance as of the last day of the 
related Collection Period.                                                      

       "Group 1 Maximum Rate Cap": As of any Distribution Date and the
Class A-1SS and Class A-1MZ Certificates, a per annum rate, adjusted by         
multiplying such rate by a fraction equal to 30 over the actual number of days  
in the related Interest Accrual Period, equal to (x) the Weighted Average Net   
Maximum Mortgage Interest Rates for the Group 1 Mortgage Loans minus (y) an     
percentage, expressed as a per annum rate, calculated as a fraction, the        
numerator of which is the sum of (a) any Net Swap Payment owed to the Swap      
Provider and (b) any Swap Termination Payment (other than any Swap Termination  
Payment resulting from a Swap Provider Trigger Event), payable by the Trust, and
the denominator of which is equal to the Pool Balance as of the first day of the
related Collection Period plus (z) a percentage, expressed as a per annum rate, 
calculated as a fraction, the numerator of which is equal to any Net Swap       
Payment made by the Swap Provider and the denominator of which is equal to the  
Pool Balance as of the first day of the related Collection Period.              

         "Group 1 Mortgage Loan": Each Mortgage Loan listed on Exhibit D-1
hereto.                                                                         

        "Group 1 Principal Percentage": With respect to any Distribution
Date and the Class A-1SS and Class A-1MZ Certificates, the percentage equivalent
to a fraction, the numerator of which is the Principal Remittance Amount        
allocable to the Group 1 Mortgage Loans for such Distribution Date and the      
denominator of which is the Principal Remittance Amount allocable to the        
Mortgage Loans for such Distribution Date.                                      

           "Group 1 Senior Principal Distribution Amount": With respect to any
Distribution Date, (i) before the Stepdown Date or as to which a Trigger Event  
is in effect, the Group 1 Principal Percentage of the Principal Distribution    
Amount and (ii) on or after the Stepdown Date and as long as a Trigger Event is 
not in effect, the excess of (a) the aggregate Certificate Principal Balance of 
the Class A-1SS and Class A-1MZ Certificates immediately prior to such          
Distribution Date over (b) the lesser of (x) the product of (1) 62.70% and (2)  
the aggregate Principal Balance of the Group 1 Mortgage Loans as of the last day
of the related Collection Period after giving effect to Principal Prepayments in
the related Prepayment Period and (y) the amount by which the aggregate         
Principal Balance of the Group 1 Mortgage Loans as of the last day of the       
related Collection Period after giving effect to Principal Prepayments in the   
related Prepayment Period exceeds the product of (1) 0.50% and (2) the aggregate
Principal Balance of the Group 1 Mortgage Loans on the Cut-off Date.            

            "Group 2 Cap": As of any Distribution Date and the Class A-2A, Class
A-2B and Class A-3C Certificates, a per annum rate, adjusted by multiplying such
rate by a fraction equal to 30 over the actual number of days in the related    
Interest Accrual Period, equal to (x) the Weighted Average Net Mortgage Interest
Rate for the Group 2 Mortgage Loans minus (y) a percentage, expressed as a per  
annum rate, calculated as a fraction, the numerator of which is the sum of (a)  
any Net Swap Payment owed to the Swap Provider and (b) any Swap Termination     
Payment (other than any Swap Termination Payment resulting from a Swap Provider 
Trigger Event), payable by the Trust, and the denominator of which is equal to  
the aggregate Principal Balance of the Group 2 Mortgage Loans as of the first   
day of the related Collection Period.                                           

          "Group 2 Interest Remittance Amount": As of any Distribution Date,
(A) the sum, without duplication, of (i) all interest due and collected or      
advanced with respect to the related Collection Period on the Group 2 Mortgage  
Loans received by the Servicer on or prior to the Determination Date for such   
Distribution Date (less the Servicing Fee, amounts available for reimbursement  
of Advances and Servicing Advances pursuant to Section 3.05, expenses           
reimbursable pursuant to Section 6.03 and indemnification payments pursuant to  
Sections 3.26 and 8.05), (ii) all Compensating Interest paid by the Servicer on 
the related Distribution Date with respect to such Mortgage Loans, (iii) the    
portion of any payment in connection with any Principal Prepayment (other than  
any Prepayment Interest Excess), substitution, Purchase Price, Termination      
Price, Insurance Proceeds or Net Liquidation Proceeds relating to interest with 
respect to such Mortgage Loans received during the related Prepayment Period and
(iv) any Reimbursement Amount relating to such Mortgage Loans received during   
the related Prepayment Period less (B) the product of (x) any amounts payable to
the Swap Provider (including any Net Swap Payment and any Swap Termination      
Payment owed to the Swap Provider but excluding any Swap Termination Payment    
owed to the Swap Provider resulting from a Swap Provider Trigger Event) and (y) 
a fraction, the numerator of which is the aggregate Principal Balance of the    
Group 2 Mortgage Loans as of the first day of the related Collection Period and 
the denominator of which is equal to the Pool Balance as of the last day of the 
related Collection Period.                                                      

       "Group 2 Maximum Rate Cap": As of any Distribution Date and the
Class A-2A, Class A-2B and Class A-2C Certificates, a per annum rate, adjusted  
by multiplying such rate by a fraction equal to 30 over the actual number of    
days in the related Interest Accrual Period, equal to (x) the Weighted Average  
Net Maximum Mortgage Interest Rates for the Group 2 Mortgage Loans minus (y) an 
percentage, expressed as a per annum rate, calculated as a fraction, the        
numerator of which is the sum of (a) any Net Swap Payment owed to the Swap      
Provider and (b) any Swap Termination Payment (other than any Swap Termination  
Payment resulting from a Swap Provider Trigger Event), payable by the Trust, and
the denominator of which is equal to the Pool Balance as of the first day of the
related Collection Period plus (z) a percentage, expressed as a per annum rate, 
calculated as a fraction, the numerator of which is equal to any Net Swap       
Payment made by the Swap Provider and the denominator of which is equal to the  
Pool Balance as of the first day of the related Collection Period.              

         "Group 2 Mortgage Loan": Each Mortgage Loan listed on Exhibit D-2
hereto.                                                                         

        "Group 2 Principal Percentage": With respect to any Distribution
Date and the Class A-2A, Class A-2B and Class A-2C Certificates, the percentage 
equivalent to a fraction, the numerator of which is the Principal Remittance    
Amount allocable to the Group 2 Mortgage Loans for such Distribution Date and   
the denominator of which is the Principal Remittance Amount allocable to the    
Mortgage Loans for such Distribution Date.                                      

           "Group 2 Senior Principal Distribution Amount": With respect to any
Distribution Date (i) before the Stepdown Date or as to which a Trigger Event is
in effect, the lesser of (a) the aggregate Certificate Principal Balance of the 
Class A-2A, Class A-2B and Class A-2C Certificates immediately prior to such    
Distribution Date and (b) the Group 2 Principal Percentage of the Principal     
Distribution Amount and (ii) on or after the Stepdown Date and as long as a     
Trigger Event is not in effect, the excess of (a) the aggregate Certificate     
Principal Balance of the Class A-2A, Class A-2B and Class A-2C Certificates     
immediately prior to such Distribution Date over (b) the lesser of (x) the      
product of (1) 62.70% and (2) the aggregate Principal Balance of the Group 2    
Mortgage Loans as of the last day of the related Collection Period after giving 
effect to Principal Prepayments in the related Prepayment Period and (y) the    
amount by which the aggregate Principal Balance of the Group 2 Mortgage Loans as
of the last day of the related Collection Period after giving effect to         
Principal Prepayments in the related Prepayment Period exceeds the product of   
(1) 0.50% and (2) the aggregate Principal Balance of the Group 2 Mortgage Loans 
on the Cut-off Date.                                                            

        "Group Subordinate Amount" for any Distribution Date and (i) the
Group 1 Mortgage Loans, will be equal to the excess of the aggregate Principal  
Balance of the Group 1 Mortgage Loans as of the first day of the related        
Collection Period over the aggregate Certificate Principal Balance of the Class 
A-1SS and Class A-1MZ Certificates immediately prior to such Distribution Date  
and (ii) the Group 2 Mortgage Loans, will be equal to the excess of the         
aggregate Principal Balance of the Group 2 Mortgage Loans as of the first day of
the related Collection Period over the aggregate Certificate Principal Balance  
of the Class A-2A, Class A-2B and Class A-2C Certificates immediately prior to  
such Distribution Date.                                                         

          "Indenture": An indenture relating to the issuance of net interest
margin notes secured by the Class CE Certificates and the Class P Certificates, 
which may or may not be guaranteed by the NIMS Insurer.                         

          "Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, the Servicer and   
their respective Affiliates, (ii) does not have any direct financial interest in
or any material indirect financial interest in the Depositor or the Servicer or 
any Affiliate thereof, and (iii) is not connected with the Depositor or the     
Servicer or any Affiliate thereof as an officer, employee, promoter,            
underwriter, trustee, partner, director or Person performing similar functions; 
provided, however, that a Person shall not fail to be Independent of the        
Depositor or the Servicer or any Affiliate thereof merely because such Person is
the beneficial owner of 1% or less of any class of securities issued by the     
Depositor or the Servicer or any Affiliate thereof, as the case may be.         

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

            "Index": With respect to each Adjustable-Rate Mortgage Loan and with
respect to each related Adjustment Date, the index as specified in the related  
Mortgage Note.                                                                  

      "Interest Rate Swap Agreement": The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of October 31, 2005 (together with the    
schedule thereto, the Master Agreement) between The Bank of New York and the    
Trustee, an ISDA Credit Support Annex (Bilateral Form-New York Law) as of the   
same date, which supplements, forms part of, and is subject to the Master       
Agreement, and a confirmation of the same date, which supplements and forms part
of the Master Agreement.                                                        

    "Initial Certificate Principal Balance": With respect to any
Certificate of a Class other than a Class CE, Class P or Residual Certificate,  
the amount designated "Initial Certificate Principal Balance" on the face       
thereof.                                                                        

"Initial Overcollateralization Amount": $4,468,998.11.  

            "Insurance Proceeds": Proceeds of any title policy, hazard policy or
other insurance policy covering a Mortgage Loan, to the extent such proceeds are
not to be applied to the restoration of the related Mortgaged Property or       
released to the Mortgagor in accordance with the procedures that the Servicer   
would follow in servicing mortgage loans held for its own account, subject to   
the terms and conditions of the related Mortgage Note and Mortgage.             

            "Interest Accrual Period": With respect to any Distribution Date and
the Offered Certificates and the Class B Certificates, the period from the      
preceding Distribution Date to the day prior to the current Distribution Date   
(or, in the case of the first Distribution Date, the period from the Closing    
Date through November 25, 2005).                                                

      "Interest Carry Forward Amount": For any Class of Certificates
(other than the Class CE, Class P and Residual Certificates) and any            
Distribution Date, the sum of (a) the excess, if any, of the Accrued Certificate
Interest and any Interest Carry Forward Amount for the prior Distribution Date, 
over the amount in respect of interest actually distributed on such Class on    
such prior Distribution Date and (b) interest on such excess at the applicable  
Certificate Interest Rate for the actual number of days elapsed on the basis of 
a 360-day year since the prior Distribution Date.                               

            "Interest Percentage": With respect to any Class of Certificates and
any Distribution Date, the ratio (expressed as a decimal carried to six places) 
of the Accrued Certificate Interest for such Class to the sum of the Accrued    
Certificate Interest for all Classes, in each case with respect to such         
Distribution Date, without regard to shortfalls caused by the Relief Act or     
similar state laws.                                                             

           "Interest Remittance Amount": As of any Determination Date, the sum
of the Group 1 Interest Remittance Amount and the Group 2 Interest Remittance   
Amount.                                                                         

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

           "LIBOR Business Day": Any day on which banks in London, England and
The City of New York are open and conducting transactions in foreign currency   
and exchange.                                                                   

            "LIBOR Determination Date": With respect to the Offered Certificates
and the Class B Certificates, (i) for the first Distribution Date, the second   
LIBOR Business Day preceding the Closing Date and (ii) for each subsequent      
Distribution Date, the second LIBOR Business Day prior to the immediately       
preceding Distribution Date.                                                    

    "Liquidated Mortgage Loan": As to any Distribution Date, any
Mortgage Loan in respect of which the Servicer has determined, in accordance    
with the servicing procedures specified herein, as of the end of the related    
Prepayment Period, that all Liquidation Proceeds, Condemnation Proceeds and     
Insurance Proceeds which it expects to recover with respect to the liquidation  
of the Mortgage Loan or disposition of the related REO Property have been       
recovered.                                                                      

          "Liquidation Proceeds": The amount (other than amounts received in
respect of the rental of any REO Property prior to REO Disposition) received by 
the Servicer in connection with (i) the taking of all or a part of a Mortgaged  
Property by exercise of the power of eminent domain or condemnation or (ii) the 
liquidation of a defaulted Mortgage Loan by means of a trustee's sale,          
foreclosure sale or otherwise.                                                  

     "Liquidation Report": The report with respect to a Liquidated
Mortgage Loan in such form as is agreed to by the Servicer and the Trustee      
listing (i) the sale price of the related Mortgaged Property or amount of the   
REO Disposition, (ii) the amount of any Realized Loss (or gain) with respect to 
such Liquidated Mortgage Loan, (iii) the expenses relating to the liquidation of
such Liquidated Mortgage Loan and (iv) such other information as is agreed to by
the Servicer and the Trustee.                                                   

"Loan Group": Any of Loan Group 1 or Loan Group 2.      

"Loan Group 1": The Group 1 Mortgage Loans.             

"Loan Group 2": The Group 2 Mortgage Loans.             

"Losses": As defined in Section 9.03.                   

            "Lost Note Affidavit": With respect to any Mortgage Loan as to which
the original Mortgage Note has been permanently lost or destroyed and has not   
been replaced, an affidavit from the Seller certifying that the original        
Mortgage Note has been lost, misplaced or destroyed (together with a copy of the
related Mortgage Note and indemnifying the Trust against any loss, cost or      
liability resulting from the failure to deliver the original Mortgage Note) in  
the form of Exhibit H hereto.                                                   

  "Majority Certificateholders": The Holders of Certificates
evidencing at least 51% of the Voting Rights.                                   

       "Majority Class CE Certificateholders": The Holders of Class CE
Certificates evidencing at least a 51% Percentage Interest in the Class CE      
Certificates.                                                                   

        "Marker Rate": With respect to the Class CE Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average 
of the Uncertificated REMIC Pass-Through Rates for REMIC 3 Regular Interest     
LT1A1SS, REMIC 3 Regular Interest LT1A1MZ, REMIC 3 Regular Interest LT1A2A,     
REMIC 3 Regular Interest LT1A2B, REMIC 3 Regular Interest LT1A2C, REMIC 3       
Regular Interest LT1M1, REMIC 3 Regular Interest LT1M2, REMIC 3 Regular Interest
LT1M3, REMIC 3 Regular Interest LT1M4, REMIC 3 Regular Interest LT1M5, REMIC 3  
Regular Interest LT1M6, REMIC 3 Regular Interest LT1M7, REMIC 3 Regular Interest
LT1M8, REMIC 3 Regular Interest LT1M9, REMIC 3 Regular Interest LT1B1, REMIC 3  
Regular Interest LT1B2 and REMIC 3 Regular Interest LT1ZZ, (i) with the rate on 
each such REMIC Regular Interest (other than REMIC 3 Regular Interest LT1ZZ)    
subject to a cap equal to the REMIC 4 Pass-Through Rate of its Corresponding    
Class (taking into account in determining any such Pass-Through Rate the        
imposition of the Group 1 Cap, the Group 2 Cap or the Pool Cap, as applicable,  
calculated as described in the definition of REMIC 4 Pass-Through Rate) for the 
purposes of this calculation and (ii) with the rate on REMIC 3 Regular Interest 
LT1ZZ subject to a cap of zero for the purpose of this calculation; provided,   
however, that for this purpose, calculations of the Uncertificated REMIC 3      
Pass-Through Rate and the related caps with respect to each such REMIC Regular  
Interest (other than REMIC 3 Regular Interest LT1ZZ) shall be multiplied by a   
fraction, the numerator of which is the actual number of days in the Interest   
Accrual Period and the denominator of which is 30.                              

        "Maximum LT1ZZ Uncertificated Accrued Interest Deferral Amount":
With respect to any Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC 3 Pass-Through Rate applicable to REMIC 3 Regular Interest 
LT1ZZ for such Distribution Date on a balance equal to the Uncertificated       
Principal Balance of REMIC 3 Regular Interest LT1ZZ minus the REMIC 3           
Overcollateralized Amount, in each case for such Distribution Date, over (b)    
Uncertificated Accrued Interest on REMIC 3 Regular Interest LT1A1SS, REMIC 3    
Regular Interest LT1A1MZ, REMIC 3 Regular Interest LT1A2A, REMIC 3 Regular      
Interest LT1A2B, REMIC 3 Regular Interest LT1A2C, REMIC 3 Regular Interest      
LT1M1, REMIC 3 Regular Interest LT1M2, REMIC 3 Regular Interest LT1M3, REMIC 3  
Regular Interest LT1M4, REMIC 3 Regular Interest LT1M5, REMIC 3 Regular Interest
LT1M6, REMIC 3 Regular Interest LT1M7, REMIC 3 Regular Interest LT1M8, REMIC 3  
Regular Interest LT1M9, REMIC 3 Regular Interest LT1B1 and REMIC 3 Regular      
Interest LT1B2, each subject to a cap equal to the REMIC 4 Pass-Through Rate of 
the related Corresponding Class for the purpose of this calculation; provided,  
however, that for this purpose, calculations of the Uncertificated REMIC 3      
Pass-Through Rate and the related caps with respect to Uncertificated Accrued   
Interest on REMIC 3 Regular Interest LT1A1SS, REMIC 3 Regular Interest LT1A1MZ, 
REMIC 3 Regular Interest LT1A2A, REMIC 3 Regular Interest LT1A2B, REMIC 3       
Regular Interest LT1A2C, REMIC 3 Regular Interest LT1M1, REMIC 3 Regular        
Interest LT1M2, REMIC 3 Regular Interest LT1M3, REMIC 3 Regular Interest LT1M4, 
REMIC 3 Regular Interest LT1M5, REMIC 3 Regular Interest LT1M6, REMIC 3 Regular 
Interest LT1M7, REMIC 3 Regular Interest LT1M8, REMIC 3 Regular Interest LT1M9, 
REMIC 3 Regular Interest LT1B1 and REMIC 3 Regular Interest LT1B2 shall be      
multiplied by a fraction, the numerator of which is the actual number of days in
the Interest Accrual Period and the denominator of which is 30.                 

"Maximum Mortgage Interest Rate": With respect to each  
Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage 
Note as the maximum Mortgage Interest Rate thereunder.                          

"MERS":  As defined in Section 2.01(b)(iii) hereof.     

"Minimum Mortgage Interest Rate": With respect to each  
Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage 
Note as the minimum Mortgage Interest Rate thereunder.                          

    "Monthly Excess Cashflow Allocation":  As defined in Section
4.02(b).                                                                        

       "Monthly Excess Cashflow Amount": The sum of the Monthly Excess
Interest Amount, the Overcollateralization Release Amount and (without          
duplication) any portion of the Principal Distribution Amount remaining after   
principal distributions on the Offered Certificates and the Class B             
Certificates.                                                                   

           "Monthly Excess Interest Amount": With respect to each Distribution
Date, the amount, if any, by which the related Interest Remittance Amount for   
such Distribution Date exceeds the aggregate amount distributed on such         
Distribution Date pursuant to paragraphs (i) through (xvi) under Section 4.01.  

 "Monthly Form 8-K": As defined in Section 3.31(a) hereof.

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

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

      "Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required  
to be added to the Mortgage File pursuant to this Agreement.                    

         "Mortgage Interest Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (i) in  
the case of each Fixed-Rate Mortgage Loan (other than a Rate Reduction Mortgage 
Loan) shall remain constant at the rate set forth in the applicable Mortgage    
Loan Schedule as the Mortgage Interest Rate in effect immediately following the 
Cut-off Date, (ii) in the case of each Fixed-Rate Mortgage Loan that is a Rate  
Reduction Mortgage Loan (A) as of any date of determination until the fourth    
annual anniversary of the first Due Date, shall be the rate set forth in the    
applicable Mortgage Loan Schedule as the Mortgage Interest Rate in effect       
immediately following the Cut-off Date and (B) as of any date of determination  
thereafter (provided the related borrower has made twenty-four consecutive      
on-time payments prior to the fourth annual anniversary of the first Due Date   
with no more than one payment that was not an on-time payment) shall be the rate
set forth in the applicable Mortgage Loan Schedule as the Mortgage Interest Rate
in effect immediately following the Cut-off Date less 1.00% and (iii) in the    
case of each Adjustable-Rate Mortgage Loan (A) as of any date of determination  
until the first Adjustment Date following the Cut-off Date shall be the rate set
forth in the applicable Mortgage Loan Schedule as the Mortgage Interest Rate in 
effect immediately following the Cut-off Date and (B) as of any date of         
determination thereafter shall be the rate as adjusted on the most recent       
Adjustment Date, to equal the sum, rounded as provided in the Mortgage Note, of 
the Index, determined as set forth in the related Mortgage Note, plus the       
related Gross Margin subject to the limitations set forth in the related        
Mortgage Note. With respect to each Mortgage Loan that becomes an REO Property, 
as of any date of determination, the annual rate determined in accordance with  
the immediately preceding sentence as of the date such Mortgage Loan became an  
REO Property.                                                                   

           "Mortgage Loan": Each mortgage loan transferred and assigned to the
Trustee pursuant to Section 2.01 or Section 2.03(d) as from time to time held as
a part of the Trust Fund, the Mortgage Loans so held being identified in the    
Mortgage Loan Schedules.                                                        

            "Mortgage Loan Purchase Agreement": The agreement between the Seller
and the Depositor, dated as of October 1, 2005, regarding the transfer of the   
Mortgage Loans by the Seller to or at the direction of the Depositor.           

    "Mortgage Loan Schedule": As of any date with respect to the
Mortgage Loans, the lists of such Mortgage Loans included in the Trust Fund on  
such date, separately identifying the Fixed-Rate Mortgage Loans and the         
Adjustable-Rate Mortgage Loans, attached hereto as Exhibits D-1 and D-2. The    
Mortgage Loan Schedules shall set forth the following information with respect  
to each Mortgage Loan:                                                          

(1)    the Mortgage Loan identifying number;            

(2)    the state and zip code of the Mortgaged Property;

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

(4)    the occupancy status of the Mortgaged Property at
origination;                              

(5)    the original months to maturity;                 

(6)    the date of origination;                         

(7)    the first payment date;                          

(8)    the stated maturity date;                        

(9)    the stated remaining months to maturity;         

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

            (11)   the Principal Balance of each Mortgage Loan as of the Cut-off
Date;                                     

        (12)   the Mortgage Interest Rate of the Mortgage Loan as of the
Cut-off Date;                             

         (13)   the current principal and interest payment of the Mortgage
Loan as of the Cut-off Date;              

          (14)   the contractual interest paid to date of the Mortgage Loan;

            (15)   the Combined Loan-to-Value Ratio at origination and as of the
Cut-off Date;                             

            (16)   a code indicating the loan performance status of the Mortgage
Loan as of the Cut-off Date;              

       (17)   a code indicating the Index that is associated with such
Mortgage Loan;                            

(18)   the Gross Margin;                                

(19)   the Periodic Rate Cap;                           

(20)   the Minimum Mortgage Interest Rate;              

(21)   the Maximum Mortgage Interest Rate;              

           (22)   a code indicating whether the Mortgage Loan has a Prepayment
            Charge and the type of Prepayment Charge and the term;

          (23)   the first Adjustment Date immediately following the Cut-off
Date;                                     

(24)   the rate adjustment frequency;                   

(25)   the payment adjustment frequency;                

(26)   the purpose of the Mortgage Loan; and            

            (27)   a code indicating whether the Mortgage Loan is a second lien.

 The Mortgage Loan Schedules shall set forth the following
information, as of the Cut-off Date, with respect to the Mortgage Loans in the  
aggregate, for the Fixed-Rate Mortgage Loans and for the Adjustable-Rate        
Mortgage Loans: (1) the number of Mortgage Loans; (2) the current Principal     
Balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate  
of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage    
Loans. The Mortgage Loan Schedules shall be amended from time to time in        
accordance with the provisions of this Agreement and a copy of such amended     
Mortgage Loan Schedules shall be furnished by the Servicer to the NIMS Insurer. 
With respect to any Eligible Substitute Mortgage Loan, Cut-off Date shall refer 
to the applicable date of substitution.                                         

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

           "Mortgage Pool": The pool of Mortgage Loans, identified on Exhibits
D-1 and D-2 from time to time, and any REO Properties acquired in respect       
thereof.                                                                        

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

"Mortgagor": The obligor on a Mortgage Note.            

           "Net Liquidation Proceeds": With respect to any Liquidated Mortgage
Loan or any other disposition of related Mortgaged Property (including REO      
Property) the related Liquidation Proceeds net of unreimbursed Advances,        
unreimbursed Servicing Advances, Servicing Fees and any other accrued and unpaid
servicing fees received and retained in connection with the liquidation of such 
Mortgage Loan or Mortgaged Property.                                            

      "Net Maximum Mortgage Interest Rate": With respect to (x) each
Adjustable-Rate Mortgage Loan, the applicable Maximum Mortgage Interest Rate and
(y) each Fixed-Rate Mortgage Loan, the Mortgage Interest Rate for such Mortgage 
Loan, in each case less the sum of (i) the Servicing Fee Rate and (ii) the      
Credit Risk Manager Fee Rate.                                                   

            "Net Mortgage Interest Rate": With respect to any Mortgage Loan, the
Mortgage Interest Rate borne by such Mortgage Loan minus the Expense Fee Rate.  

          "Net Swap Payment": In the case of payments made by the Trust, the
excess, if any, of (x) the Fixed Swap Payment over (y) the Floating Swap Payment
and in the case of payments made by the Swap Provider, the excess, if any, of   
(x) the Floating Swap Payment over (y) the Fixed Swap Payment.                  

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

         "NIMS Insurer": Any insurer that is guaranteeing certain payments
under notes secured by collateral which includes all or a portion of the Class  
CE and Class P Certificates.                                                    

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

        "Notional Amount": With respect to the Class CE Certificates, an
amount equal to the aggregate principal balance of the REMIC 1 Regular          
Interests.                                                                      

         "Offered Certificates": The Class A-1SS, Class A-1MZ, Class A-2A,
Class A-2B, Class A-2C, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,  
Class M-6, Class M-7, Class M-8 and Class M-9 Certificates.                     

            "Officers' Certificate": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a vice president (however 
denominated) or a principal, and by the Treasurer, the Secretary, or one of the 
assistant treasurers or assistant secretaries of the Servicer, the Seller or the
Depositor, as applicable.                                                       

            "One-Month LIBOR": With respect to each Interest Accrual Period, the
rate determined by the Trustee on the related LIBOR Determination Date on the   
basis of the offered rate for one-month United States dollar deposits, as such  
rate appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on such  
LIBOR Determination Date. If no such quotations are available on an LIBOR       
Determination Date, One-Month LIBOR for the related Interest Accrual Period will
be established by the Trustee as follows:                                       

        (i)    If on such LIBOR Determination Date two or more Reference
Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the arithmetic mean of such offered  
   quotations (rounded upwards if necessary to the nearest whole multiple of
0.001%);                                                              

           (ii)   If on such LIBOR Determination Date fewer than two Reference
Banks provide such offered quotations, One-Month LIBOR for the related
     Interest Accrual Period shall be the arithmetic mean of the rates quoted by
 one or more major banks in New York City, selected by the Trustee after
     consultation with the Depositor and the NIMS Insurer, as of 11:00 A.M., New
    York City time, on such date for loans in U.S. Dollars to leading European
banks for a period of one month in amounts approximately equal to the 
     aggregate Certificate Principal Balance of the Offered Certificates and the
Class B Certificates; and                                             

         (iii)  If no such quotations can be obtained, One-Month LIBOR for
    the related Interest Accrual Period shall be One-Month LIBOR for the prior
Distribution Date.                                                    

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

         "Optional Termination Date": The first Distribution Date on which
the NIMS Insurer, if any, or if there is no NIMS Insurer, the Majority Class CE 
Certificateholders or, if such holder is the Seller or is an affiliate of the   
Seller, the Servicer, may opt to terminate the Mortgage Pool pursuant to Section
10.01.                                                                          

            "Original Class Certificate Principal Balance": With respect to each
Class of Certificates, the Certificate Principal Balance thereof on the Closing 
Date, as set forth opposite such Class in the Preliminary Statement, except with
respect to (i) the Class P and Residual Certificates, which have an Original    
Class Certificate Principal Balance of zero and (ii) the Class CE Certificates, 
which, solely for REMIC purposes, have an Original Class Certificate Principal  
Balance equal to the Initial Overcollateralization Amount.                      

         "Originator": Option One Mortgage Corporation and its successors.

        "Originator Mortgage Loan Purchase Agreement": The Flow Sale and
Servicing Agreement, dated as of July 28, 2005, as it may be amended from time  
to time, by and among the Seller, as purchaser, Option One Mortgage Corporation 
and its affiliates, as sellers.                                                 

            "Originator Prepayment Charge Payment Amount": The amount payable by
the Originator pursuant to Section 4.22 of the Originator Mortgage Loan Purchase
Agreement in respect of certain Prepayment Charges that are not collected from  
the Mortgagor.                                                                  

        "Overcollateralization Amount": As of any Distribution Date, the
excess, if any, of (x) the Pool Balance as of the last day of the related       
Collection Period after giving effect to Principal Prepayments in the related   
Prepayment Period over (y) the aggregate Certificate Principal Balance of all   
Classes of Offered Certificates and the Class B Certificates (after taking into 
account all distributions of principal on such Distribution Date and the        
increase of any Certificate Principal Balance as a result of Subsequent         
Recoveries).                                                                    

            "Overcollateralization Deficiency": As of any Distribution Date, the
excess, if any, of (x) the Targeted Overcollateralization Amount for such       
Distribution Date over (y) the Overcollateralization Amount for such            
Distribution Date, calculated for this purpose after taking into account the    
reduction on such Distribution Date of the Certificate Principal Balances of all
Classes of Offered Certificates and the Class B Certificates resulting from the 
distribution of the Principal Distribution Amount (but not the Extra Principal  
Distribution Amount) on such Distribution Date, but prior to taking into account
any Applied Realized Loss Amounts on such Distribution Date.                    

   "Overcollateralization Release Amount": With respect to any
Distribution Date on or after the Stepdown Date on which a Trigger Event is not 
in effect, the lesser of (x) the Principal Remittance Amount for such           
Distribution Date and (y) the excess, if any, of (i) the Overcollateralization  
Amount for such Distribution Date, assuming that 100% of the Principal          
Remittance Amount is applied as a principal distribution on the Offered         
Certificates and the Class B Certificates on such Distribution Date, over (ii)  
the Targeted Overcollateralization Amount for such Distribution Date. With      
respect to any Distribution Date on which a Trigger Event is in effect, the     
Overcollateralization Release Amount will be zero.                              

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

          "Pass-Through Rate": Any of the Class A-1SS Pass-Through Rate, the
Class A-1MZ Pass-Through Rate, the Class A-2A Pass-Through Rate, the Class A-2B 
Pass-Through Rate, the Class A-2C Pass-Through Rate, the Class M-1 Pass-Through 
Rate, the Class M-2 Pass-Through Rate, the Class M-3 Pass-Through Rate, the     
Class M-4 Pass-Through Rate, the Class M-5 Pass-Through Rate, the Class M-6     
Pass-Through Rate, the Class M-7 Pass-Through Rate, the Class M-8 Pass-Through  
Rate, the Class M-9 Pass-Through Rate, the Class B-1 Pass-Through Rate and the  
Class B-2 Pass-Through Rate; and in the case of any Regular Interest, the       
Pass-Through Rate set forth in the definition thereof.                          

           With respect to the Class CE Interest and the Class CE Certificates
and any Distribution Date, a per annum rate equal to the percentage equivalent  
of a fraction, the numerator of which is the sum of the amounts calculated      
pursuant to clauses (A) through (R) below, and the denominator of which is the  
aggregate of the Uncertificated Principal Balances of REMIC 3 Regular Interest  
LT1AA, REMIC 3 Regular Interest LT1A1SS, REMIC 3 Regular Interest LT1A1MZ, REMIC
3 Regular Interest LT1A2A, REMIC 3 Regular Interest LT1A2B, REMIC 3 Regular     
Interest LT1A2C, REMIC 3 Regular Interest LT1M1, REMIC 3 Regular Interest LT1M2,
REMIC 3 Regular Interest LT1M3, REMIC 3 Regular Interest LT1M4, REMIC 3 Regular 
Interest LT1M5, REMIC 3 Regular Interest LT1M6, REMIC 3 Regular Interest LT1M7, 
REMIC 3 Regular Interest LT1M8, REMIC 3 Regular Interest LT1M9, REMIC 3 Regular 
Interest LT1B1, REMIC 3 Regular Interest LT1B2 and REMIC 3 Regular Interest     
LT1ZZ. For purposes of calculating the Pass-Through Rate for the Class CE       
Interest and the Class CE Certificates, the numerator is equal to the sum of the
following components:                                                           

            (A) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1AA minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1AA;             

            (B) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1A1SS minus the Marker Rate, applied to an amount equal to the       
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1A1SS;           

            (C) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1A1MZ minus the Marker Rate, applied to an amount equal to the       
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1A1MZ;           

            (D) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1A2A minus the Marker Rate, applied to an amount equal to the        
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1A2A;            

            (E) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1A2B minus the Marker Rate, applied to an amount equal to the        
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1A2B;            

            (F) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1A2C minus the Marker Rate, applied to an amount equal to the        
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1A2C;            

            (G) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1M1 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1M1;             

            (H) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1M2 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1M2;             

            (I) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1M3 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1M3;             

            (J) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1M4 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1M4;             

            (K) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1M5 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1M5;             

            (L) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1M6 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1M6;             

            (M) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1M7 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1M7;             

            (N) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1M8 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1M8;             

            (O) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1M9 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1M9;             

            (P) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1B1 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1B1;             

            (Q) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1B2 minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1B2; and         

            (R) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest LT1ZZ minus the Marker Rate, applied to an amount equal to the         
Uncertificated Principal Balance of REMIC 3 Regular Interest LT1ZZ.             

            With respect to the Swap IO Interest, the Swap IO Interest shall not
have a Pass-Through Rate, but interest for such Regular Interest and each       
Distribution Date shall be an amount equal to 100% of the amounts distributable 
to REMIC 3 Regular Interest LTIO for such Distribution Date.                    

            "Paying Agent": Any paying agent appointed pursuant to Section 5.05.

            "Percentage Interest": With respect to any Certificate (other than a
Class CE, Class P or Residual Certificate), a fraction, expressed as a          
percentage, the numerator of which is the Initial Certificate Principal Balance,
as the case may be, represented by such Certificate and the denominator of which
is the Original Class Certificate Principal Balance of the related Class. With  
respect to a Class CE or Class P Certificate, the portion of the Class evidenced
thereby, expressed as a percentage, as stated on the face of such Certificate;  
provided, however, that the sum of all such percentages for each such Class     
totals 100%. With respect to a Residual Certificate, 100%.                      

          "Periodic Rate Cap": With respect to each Adjustable-Rate Mortgage
Loan and any Adjustment Date therefor, the fixed percentage set forth in the    
related Mortgage Note, which is the maximum amount by which the Mortgage        
Interest Rate for such Mortgage Loan may increase or decrease (without regard to
the Maximum Mortgage Interest Rate or the Minimum Mortgage Interest Rate) on    
such Adjustment Date from the Mortgage Interest Rate in effect immediately prior
to such Adjustment Date.                                                        

        "Permitted Transferee": Any transferee of a Residual Certificate
other than a Disqualified Organization, a non-U.S. Person or a U.S. Person with 
respect to whom income on 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.                     

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

      "Pool Balance": As of any date of determination, the aggregate
Principal Balance of the Mortgage Loans.                                        

           "Pool Cap": As of any Distribution Date, a per annum rate, adjusted
by multiplying such rate by a fraction equal to 30 over the actual number of    
days in the related Interest Accrual Period, equal to the weighted average of   
the Group 1 Cap and the Group 2 Cap, weighted on the basis of the related Group 
Subordinate Amount. For federal income tax purposes, the economic equivalent of 
such rate shall be expressed as the weighted average of the REMIC 3 Remittance  
Rate on (a) REMIC 3 Regular Interest LT1SUB, subject to a cap and floor equal to
the Weighted Average Net Mortgage Interest Rates of the Group 1 Mortgage Loans  
and (b) REMIC 3 Regular Interest LT2SUB, subject to a cap and floor equal to the
Weighted Average Net Mortgage Interest Rates of the Group 2 Mortgage Loans,     
weighted on the basis of the Uncertificated Balance of such REMIC 3 Regular     
Interest.                                                                       

         "Pool Maximum Rate Cap": As of any Distribution Date, a per annum
rate, equal to the weighted average of the Group 1 Maximum Rate Cap and the     
Group 2 Maximum Rate Cap, weighted on the basis of the related Group Subordinate
Amount.                                                                         

       "Prepayment Charge": With respect to any Prepayment Period, any
prepayment premium, penalty or charge collected by the Servicer from a Mortgagor
in connection with any voluntary Principal Prepayment in full pursuant to the   
terms of the related Mortgage Note as from time to time held as a part of the   
Trust Fund, the Prepayment Charges so held being identified in the Mortgage Loan
Schedules (other than any Originator Prepayment Charge Payment Amount or        
Servicer Prepayment Charge Payment Amount).                                     

            "Prepayment Interest Excess": With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a Principal Prepayment in full   
during the portion of the related Prepayment Period beginning on the first day  
of the calendar month in which such Distribution Date occurs through the        
Determination Date of the calendar month in which such Distribution Date occurs,
an amount equal to interest (to the extent received) at the applicable Mortgage 
Interest Rate (net of the Servicing Fee Rate) on the amount of such Principal   
Prepayment for the number of days commencing on the first day of the calendar   
month in which such Distribution Date occurs and ending on the date on which    
such prepayment is so applied.                                                  

         "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment     
during the portion of the related Prepayment Period occurring in the prior      
calendar month that was applied by the Servicer to reduce the outstanding       
Principal Balance of such Mortgage Loan on a date preceding the related Due     
Date, an amount equal to interest at the applicable Mortgage Interest Rate (net 
of the Servicing Fee Rate) on the amount of such Principal Prepayment for the   
number of days commencing on the date on which the Principal Prepayment is      
applied and ending on the last day of the calendar month in which applied.      

       "Prepayment Period": With respect to any Distribution Date, the
period commencing on the day after the Determination Date in the calendar month 
preceding the calendar month in which such Distribution Date occurs (or, in the 
case of the first Distribution Date, on October 1, 2005) and ending on the      
Determination Date in the calendar month in which such Distribution Date occurs.

            "Principal Balance": As to any Mortgage Loan and any day, other than
a Liquidated Mortgage Loan, the related Cut-off Date Principal Balance, minus   
the sum of (i) all collections and other amounts credited against the principal 
balance of any such Mortgage Loan, (ii) the principal portion of Advances, (iii)
any Deficient Valuation and (iv) any principal reduction resulting from a       
Servicer Modification. For purposes of this definition, a Liquidated Mortgage   
Loan shall be deemed to have a Principal Balance equal to the Principal Balance 
of the related Mortgage Loan as of the final recovery of related Liquidation    
Proceeds and a Principal Balance of zero thereafter. As to any REO Property and 
any day, the Principal Balance of the related Mortgage Loan immediately prior to
such Mortgage Loan becoming REO Property minus any REO Principal Amortization   
received with respect thereto on or prior to such day.                          

         "Principal Distribution Amount": As to any Distribution Date, the
sum of (i) the Principal Remittance Amount minus the Overcollateralization      
Release Amount, if any, and (ii) the Extra Principal Distribution Amount, if    
any.                                                                            

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

       "Principal Remittance Amount": With respect to any Distribution
Date, to the extent of funds available therefor, the sum (less amounts available
for reimbursement of Advances and Servicing Advances pursuant to Section 3.05   
and expenses and indemnification payments pursuant to Section 6.03 and Section  
8.05) of (A): (i) each payment of principal on a Mortgage Loan due during the   
related Collection Period and received by the Servicer on or prior to the       
related Determination Date, and any Advances with respect thereto, (ii) all full
and partial Principal Prepayments received by the Servicer during the related   
Prepayment Period, (iii) Insurance Proceeds, Net Liquidation Proceeds and       
Subsequent Recoveries allocable to principal actually collected by the Servicer 
during the related Prepayment Period, (iv) with respect to Defective Mortgage   
Loans repurchased with respect to such Prepayment Period, the portion of the    
Purchase Price allocable to principal, (v) any Substitution Adjustment Amounts  
received during the related Prepayment Period and (vi) on the Distribution Date 
on which the Trust is to be terminated in accordance with Section 10.01 hereof, 
that portion of the Termination Price in respect of principal less (B) to the   
extent any amounts payable to the Swap Provider (including any Net Swap Payment 
and any Swap Termination Payment owed to the Swap Provider but excluding any    
Swap Termination Payment owed to the Swap Provider resulting from a Swap        
Provider Trigger Event) exceed the Interest Remittance Amount for such          
Distribution Date (without giving effect to clause (B) of the definitions of    
"Group 1 Interest Remittance Amount" and "Group 2 Interest Remittance Amount"), 
the amount of such excess.                                                      

          "Private Certificates": Any of the Class B-1, Class B-2, Class CE,
Class P and Residual Certificates.                                              

         "Prospectus Supplement": That certain Prospectus Supplement dated
October 27, 2005 relating to the public offering of the Offered Certificates.   

           "Purchase Price": With respect to any Mortgage Loan or REO Property
to be purchased pursuant to or as contemplated by Section 2.03 or 10.01, an     
amount equal to the sum of (i) 100% of the Principal Balance thereof as of the  
date of purchase (or such other price as provided in Section 10.01), (ii) in the
case of a Mortgage Loan, accrued interest on such Principal Balance at the      
applicable Mortgage Interest Rate in effect from time to time from the Due Date 
as to which interest was last covered by a payment by the Mortgagor or an       
Advance by the Servicer, which payment or Advance had as of the date of purchase
been distributed pursuant to Section 4.01, through the end of the calendar month
in which the purchase is to be effected, (iii) any unreimbursed Servicing       
Advances and Advances and any unpaid Servicing Fees allocable to such Mortgage  
Loan or REO Property, (iv) any amounts previously withdrawn from the Collection 
Account in respect of such Mortgage Loan or REO Property pursuant to Section    
3.13 and (v) in the case of a Mortgage Loan required to be purchased pursuant to
Section 2.03, expenses reasonably incurred or to be incurred by the Servicer or 
the Trustee in respect of the breach or defect giving rise to the purchase      
obligation.                                                                     

        "Rate Reduction Mortgage Loan": Any Fixed-Rate Mortgage Loan for
which the related Mortgage Note provides that if the Mortgagor thereunder makes 
twenty-four consecutive on-time payments (that is, a payment made before the    
next scheduled payment is due) prior to the fourth annual anniversary of the    
first Due Date and has not had more than one Monthly Payment that was not an    
on-time payment, the related Mortgage Interest Rate will be reduced by 1.00%.   

   "Rating Agency or Rating Agencies": Fitch and S&P, or their
respective successors. If such agencies or their successors are no longer in    
existence, "Rating Agencies" shall be such nationally recognized statistical    
rating organizations as set forth on the most current list of such organizations
released by the Commission and designated by the Depositor, notice of which     
designation shall be given to the Trustee and the Servicer.                     

        "Realized Loss": With respect to a Liquidated Mortgage Loan, the
amount by which the remaining unpaid principal balance of the Mortgage Loan     
exceeds the amount of Net Liquidation Proceeds applied to the principal balance 
of the related Mortgage Loan. With respect to any Mortgage Loan, a Deficient    
Valuation or a reduction in the Principal Balance thereof resulting from a      
Servicer Modification.                                                          

            "Realized Loss Amortization Amount": Any of the Class A-1MZ Realized
Loss Amortization Amount, the Class M-1 Realized Loss Amortization Amount, the  
Class M-2 Realized Loss Amortization Amount, the Class M-3 Realized Loss        
Amortization Amount, the Class M-4 Realized Loss Amortization Amount, the Class 
M-5 Realized Loss Amortization Amount, the Class M-6 Realized Loss Amortization 
Amount, the Class M-7 Realized Loss Amortization Amount, the Class M-8 Realized 
Loss Amortization Amount, the Class M-9 Realized Loss Amortization Amount, the  
Class B-1 Realized Loss Amortization Amount and the Class B-2 Realized Loss     
Amortization Amount.                                                            

          "Record Date": With respect to all of the Certificates (other than
the Private Certificates), the Business Day immediately preceding such          
Distribution Date; provided, however, that if any such Certificate becomes a    
Definitive Certificate, the Record Date for such Certificate shall be the last  
Business Day of the month immediately preceding the month in which the related  
Distribution Date occurs. With respect to the Private Certificates, the last    
Business Day of the month immediately preceding the month in which the related  
Distribution Date occurs.                                                       

       "Reference Banks": Those banks (i) with an established place of
business in London, England, (ii) not controlling, under the control of or under
common control with the Depositor or the Trustee, (iii) whose quotations appear 
on the Telerate Page 3750 on the relevant LIBOR Determination Date and (iv)     
which have been designated as such by the Trustee; provided, however, that if   
fewer than two of such banks provide a One-Month LIBOR rate, then any leading   
banks selected by the Trustee which are engaged in transactions in United States
dollar deposits in the international Eurocurrency market.                       

           "Regular Certificate": Any of the Offered Certificates, the Class B
Certificates and the Class CE Certificates.                                     

            "Reimbursement Amount": With respect to any Mortgage Loan, any costs
or damages incurred by the Trust in connection with a breach of the Originator's
representation set forth in Section 3.03(i) or 3.03(ddd) of the Originator      
Mortgage Loan Purchase Agreement.                                               

           "Related Documents": With respect to any Mortgage Loan, the related
Mortgage Notes, Mortgages and other related documents.                          

       "Relief Act": The Servicemembers Civil Relief Act, as it may be
amended from time to time.                                                      

         "Relief Act Interest Shortfall": With respect to any Distribution
Date, for any Mortgage Loan with respect to which there has been a reduction in 
the amount of interest collectible thereon for the most recently ended          
Collection Period as a result of the application of the Relief Act or similar   
state laws, the amount by which (i) interest collectible on such Mortgage Loan  
during such Collection Period is less than (ii) one month's interest on the     
Principal Balance of such Mortgage Loan at the Mortgage Interest Rate for such  
Mortgage Loan before giving effect to the application of the Relief Act or      
similar state laws.                                                             

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

        "REMIC 1 Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a  
"regular interest" in REMIC 1. Each REMIC 1 Regular Interest shall accrue       
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from 
time to time, and shall be entitled to distributions of principal, subject to   
the terms and conditions hereof, in an aggregate amount equal to its initial    
Uncertificated Balance as set forth in the Preliminary Statement hereto. The    
designations for the respective REMIC 1 Regular Interests are set forth in the  
Preliminary Statement hereto. The REMIC 1 Regular Interests consist of REMIC 1  
Regular Interest I-1 and REMIC 1 Regular Interest I-2.                          

           "REMIC 2 Group 1 Regular Interests": REMIC 2 Regular Interest I and
REMIC 2 Regular Interest I-1-A through REMIC 2 Regular Interest I-50-B as       
designated in the Preliminary Statement hereto.                                 

            "REMIC 2 Group 2 Regular Interests": REMIC 2 Regular Interest II and
REMIC 2 Regular Interest II-1-A through REMIC 2 Regular Interest II-50-B as     
designated in the Preliminary Statement hereto.                                 

        "REMIC 2 Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a  
"regular interest" in REMIC 2. Each REMIC 2 Regular Interest shall accrue       
interest at the related Uncertificated REMIC 2 Pass-Through Rate in effect from 
time to time, and shall be entitled to distributions of principal, subject to   
the terms and conditions hereof, in an aggregate amount equal to its initial    
Uncertificated Balance as set forth in the Preliminary Statement hereto. The    
designations for the respective REMIC 2 Regular Interests are set forth in the  
Preliminary Statement hereto. The REMIC 2 Regular Interests consist of the REMIC
2 Group 1 Regular Interests and REMIC 2 Group 2 Regular Interests.              

      "REMIC 3 Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) 50% of the sum of  
the aggregate Principal Balance of the Mortgage Loans and related REO Properties
then outstanding and (ii) the Uncertificated REMIC 3 Pass-Through Rate for REMIC
3 Regular Interest LT1AA minus the Marker Rate, divided by (b) 12.              

         "REMIC 3 Marker Allocation Percentage": 50% of any amount payable
from or loss attributable to the Mortgage Loans (in the case of interest, less  
the interest distributable on the REMIC 3 Regular Interest LTIO), which shall be
allocated to REMIC 3 Regular Interest LT1AA, REMIC 3 Regular Interest LT1A1SS,  
REMIC 3 Regular Interest LT1A1MZ, REMIC 3 Regular Interest LT1A2A, REMIC 3      
Regular Interest LT1A2B, REMIC 3 Regular Interest LT1A2C, REMIC 3 Regular       
Interest LT1M1, REMIC 3 Regular Interest LT1M2, REMIC 3 Regular Interest LT1M3, 
REMIC 3 Regular Interest LT1M4, REMIC 3 Regular Interest LT1M5, REMIC 3 Regular 
Interest LT1M6, REMIC 3 Regular Interest LT1M7, REMIC 3 Regular Interest LT1M8, 
REMIC 3 Regular Interest LT1M9, REMIC 3 Regular Interest LT1B1, REMIC 3 Regular 
Interest LT1B2 and REMIC 3 Regular Interest LT1ZZ.                              

            "REMIC 3 Overcollateralization Target Amount": 0.50% of the Targeted
Overcollateralization Amount.                                                   

        "REMIC 3 Overcollateralized Amount": With respect to any date of
determination, (i) 0.50% of the aggregate Uncertificated Principal Balances of  
the REMIC 3 Regular Interests minus (ii) the aggregate of the Uncertificated    
Principal Balances of REMIC 3 Regular Interest LT1A1SS, REMIC 3 Regular Interest
LT1A1MZ, REMIC 3 Regular Interest LT1A2A, REMIC 3 Regular Interest LT1A2B, REMIC
3 Regular Interest LT1A2C, REMIC 3 Regular Interest LT1M1, REMIC 3 Regular      
Interest LT1M2, REMIC 3 Regular Interest LT1M3, REMIC 3 Regular Interest LT1M4, 
REMIC 3 Regular Interest LT1M5, REMIC 3 Regular Interest LT1M6, REMIC 3 Regular 
Interest LT1M7, REMIC 3 Regular Interest LT1M8, REMIC 3 Regular Interest LT1M9, 
REMIC 3 Regular Interest LT1B1 and REMIC 3 Regular Interest LT1B2, in each case 
as of such date of determination.                                               

       "REMIC 3 Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) 50% of the         
aggregate Principal Balance of the Mortgage Loans and related REO Properties    
then outstanding and (ii) 1 minus a fraction, the numerator of which is two     
times the aggregate of the Uncertificated Principal Balances of REMIC 3 Regular 
Interest LT1A1SS, REMIC 3 Regular Interest LT1A1MZ, REMIC 3 Regular Interest    
LT1A2A, REMIC 3 Regular Interest LT1A2B, REMIC 3 Regular Interest LT1A2C, REMIC 
3 Regular Interest LT1M1, REMIC 3 Regular Interest LT1M2, REMIC 3 Regular       
Interest LT1M3, REMIC 3 Regular Interest LT1M4, REMIC 3 Regular Interest LT1M5, 
REMIC 3 Regular Interest LT1M6, REMIC 3 Regular Interest LT1M7, REMIC 3 Regular 
Interest LT1M8, REMIC 3 Regular Interest LT1M9, REMIC 3 Regular Interest LT1B1  
and REMIC 3 Regular Interest LT1B2, and the denominator of which is the         
aggregate of the Uncertificated Principal Balances of REMIC 3 Regular Interest  
LT1A1SS, REMIC 3 Regular Interest LT1A1MZ, REMIC 3 Regular Interest LT1A2A,     
REMIC 3 Regular Interest LT1A2B, REMIC 3 Regular Interest LT1A2C, REMIC 3       
Regular Interest LT1M1, REMIC 3 Regular Interest LT1M2, REMIC 3 Regular Interest
LT1M3, REMIC 3 Regular Interest LT1M4, REMIC 3 Regular Interest LT1M5, REMIC 3  
Regular Interest LT1M6, REMIC 3 Regular Interest LT1M7, REMIC 3 Regular Interest
LT1M8, REMIC 3 Regular Interest LT1M9, REMIC 3 Regular Interest LT1B1, REMIC 3  
Regular Interest LT1B2 and REMIC 3 Regular Interest LT1ZZ.                      

"REMIC 3 Regular Interest LT1AA": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1AA     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1A1SS": One of the separate 
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1A1SS   
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1A1MZ": One of the separate 
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1A1MZ   
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1A2A": One of the separate  
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1A2A    
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1A2B": One of the separate  
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1A2B    
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1A2C": One of the separate  
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1A2C    
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1M1": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1M1     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1M2": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1M2     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1M3": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1M3     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1M4": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1M4     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1M5": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1M5     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1M6": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1M6     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1M7": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1M7     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1M8": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1M8     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1M9": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1M9     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1B1": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1B1     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1B2": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1B2     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1SUB": One of the separate  
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1SUB    
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1GRP": One of the separate  
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1GRP    
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT2SUB": One of the separate  
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT2SUB    
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT2GRP": One of the separate  
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT2GRP    
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1XX": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1XX     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

"REMIC 3 Regular Interest LT1ZZ": One of the separate   
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and 
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT1ZZ     
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto.                                                               

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

            "REMIC 3 Regular Interests": REMIC 3 Regular Interest LT1AA, REMIC 3
Regular Interest LT1A1SS, REMIC 3 Regular Interest LT1A1MZ, REMIC 3 Regular     
Interest LT1A2A, REMIC 3 Regular Interest LT1A2B, REMIC 3 Regular Interest      
LT1A2C, REMIC 3 Regular Interest LT1M1, REMIC 3 Regular Interest LT1M2, REMIC 3 
Regular Interest LT1M3, REMIC 3 Regular Interest LT1M4, REMIC 3 Regular Interest
LT1M5, REMIC 3 Regular Interest LT1M6, REMIC 3 Regular Interest LT1M7, REMIC 3  
Regular Interest LT1M8, REMIC 3 Regular Interest LT1M9, REMIC 3 Regular Interest
LT1B1, REMIC 3 Regular Interest LT1B2, REMIC 3 Regular Interest LT1SUB, REMIC 3 
Regular Interest LT1GRP, REMIC 3 Regular Interest LT2SUB, REMIC 3 Regular       
Interest LT2GRP, REMIC 3 Regular Interest LT1XX, REMIC 3 Regular Interest LT1ZZ 
and REMIC 3 Regular Interest LTIO.                                              

          "REMIC 3 Sub WAC Allocation Percentage": 50% of any amount payable
or loss attributable from the Mortgage Loans (in the case of interest, less the 
interest distributable on the REMIC 3 Regular Interest LTIO), which shall be    
allocated to REMIC 3 Regular Interest LT1SUB, REMIC 3 Regular Interest LT1GRP,  
REMIC 3 Regular Interest LT2SUB, REMIC 3 Regular Interest LT2GRP and REMIC 3    
Regular Interest LT1XX.                                                         

 "REMIC 3 Subordinated Balance Ratio": The ratio among the
Uncertificated Principal Balances of each REMIC 3 Regular Interest ending with  
the designation "SUB," equal to the ratio among, with respect to each such REMIC
3 Regular Interest, the excess of (x) the aggregate Principal Balance of the    
Mortgage Loans in the related Loan Group over (y) the aggregate current         
Certificate Principal Balance of the Class A Certificates in the related Loan   
Group.                                                                          

      "REMIC 4 Cap Carryover Amount": For any Distribution Date, the
excess, if any, of (i) the Accrued Certificate Interest for any Offered         
Certificate or Class B Certificate based on the lesser of the related           
Pass-Through Rate or related Cap, over (ii) such Accrued Certificate Interest   
using an interest rate equal to the applicable REMIC 4 Pass-Through Rate for    
such Certificate.                                                               

        "REMIC 4 Pass-Through Rate": With respect to the Class A-1SS and
Class A-1MZ Certificates, the rate specified in footnote (1) or (2) under the   
heading "REMIC 4" in the Preliminary Statement hereto, as applicable, without   
taking into account (i) clause (y)(b) of the definition of "Group 1 Cap" or (ii)
clauses (y)(b) and (z) of the definition of "Group 1 Maximum Rate Cap." With    
respect to the Class A-2A, Class A-2B and Class A-2C, the rate specified in     
footnote (3), (4) or (5), as applicable, under the heading "REMIC 4" in the     
Preliminary Statement hereto, without taking into account (i) clause (y)(b) of  
the definition of "Group 2 Cap" or (ii) clauses (y)(b) and (z) of the definition
of "Group 2 Maximum Rate Cap." With respect to the Class M and Class B          
Certificates, the rate specified in footnotes (6) through (16), as applicable,  
under the heading "REMIC 4" in the Preliminary Statement hereto, provided that  
(A) the definition of "Pool Cap" shall be calculated without taking into account
clause (y)(b) of the definition of each of "Group 1 Cap" and "Group 2 Cap" and  
(Y) the definition of "Pool Maximum Rate Cap" shall be calculated without taking
into account clauses (y)(b) and (z) of the definition of each of "Group 1       
Maximum Rate Cap" and "Group 2 Maximum Rate Cap."                               

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

       "REMIC Regular Interest": Any of the REMIC 1 Regular Interests,
REMIC 2 Regular Interests, REMIC 3 Regular Interests, the Swap IO Interest, the 
Class CE Interest or any of the Certificates (other than the Class P and        
Residual Certificates), exclusive of the right to receive Cap Carryover Amounts 
and REMIC 4 Cap Carryover Amounts and, in the case of the Class CE Interest,    
exclusive of the obligation to pay Cap Carryover Amounts and REMIC 4 Cap        
Carryover Amounts.                                                              

            "Remittance Report": A report prepared by the Servicer and delivered
to the Trustee and the NIMS Insurer pursuant to Section 4.07, containing the    
information attached hereto as Exhibit M.                                       

           "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.                

           "REO Disposition": The sale or other disposition of an REO Property
on behalf of the Trust.                                                         

          "REO Imputed Interest": As to any REO Property, for any Collection
Period, an amount equivalent to interest (at the Net Mortgage Interest Rate that
would have been applicable to the related Mortgage Loan had it been outstanding)
for such Collection Period on the unpaid Principal Balance of the Mortgage Loan 
as of the date of acquisition.                                                  

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

        "REO Property": A Mortgaged Property acquired by the Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of foreclosure, as      
described in Section 3.13.                                                      

          "Request for Release": A release signed by a Servicing Officer, in
the form of Exhibit E attached hereto.                                          

        "Residential Dwelling": Any one of the following: (i) a detached
one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a      
one-family dwelling unit in a Fannie Mae eligible condominium project, (iv) a   
manufactured home, or (v) a detached one-family dwelling in a planned unit      
development, none of which is a co-operative or mobile home.                    

   "Residual Certificates": Either of the Class R or Class R-X
Certificates.                                                                   

           "Residual Interest": The sole Class of "residual interests" in each
REMIC within the meaning of Section 860G(a)(2) of the Code.                     

         "Responsible Officer": When used with respect to the Trustee, any
officer assigned to the Corporate Trust Division (or any successor thereto),    
including any Vice President, Assistant Vice President, Trust Officer, any      
Assistant Secretary, any trust officer or any other officer of the Trustee      
customarily performing functions similar to those performed by any of the above 
designated officers and in each case having direct responsibility for the       
administration of this Agreement.                                               

          "S&P": Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., and its successors, and if such company shall for any reason no longer    
perform the functions of a securities rating agency, "S&P" shall be deemed to   
refer to any other "nationally recognized statistical rating organization" as   
set forth on the most current list of such organizations released by the        
Commission.                                                                     

            "Seller": Bank of America, National Association, or its successor in
interest, in its capacity as seller under the Mortgage Loan Purchase Agreement. 

        "Senior Certificates": The Class A-1SS, Class A-1MZ, Class A-2A,
Class A-2B and Class A-2C Certificates.                                         

       "Senior Enhancement Percentage": For any Distribution Date, the
percentage obtained by dividing (x) the sum of (i) the aggregate Certificate    
Principal Balance of the Subordinated Certificates before taking into account   
the distribution of the Principal Distribution Amount on such Distribution Date 
and (ii) the Overcollateralization Amount after taking into account the         
distribution of the Principal Distribution Amount as of the prior Distribution  
Date by (y) the Pool Balance as of the last day of the related Collection Period
after giving effect to Principal Prepayments in the related Prepayment Period.  

          "Senior Principal Distribution Amount": For any Distribution Date,
the sum of the Group 1 Senior Principal Distribution Amount and the Group 2     
Senior Principal Distribution Amount.                                           

 "Senior Specified Enhancement Percentage": On any date of
determination thereof, 37.30%.                                                  

          "Sequential Trigger Event": If, before the 37th Distribution Date,
the aggregate amount of Realized Losses incurred since the Cut-off Date through 
the last day of the related Collection Period divided by the Cut-off Date       
Aggregate Principal Balance exceeds 4.25%, or if, on or after the 37th          
Distribution Date, a Trigger Event is in effect.                                

 "Servicer": Option One Mortgage Corporation, a California
corporation, or any successor servicer appointed as herein provided, in its     
capacity as Servicer hereunder.                                                 

            "Servicer Event of Termination": One or more of the events described
in Section 7.01.                                                                

          "Servicer Modification": A modification to the terms of a Mortgage
Loan, in accordance with the terms of Section 3.01, as to which the Mortgagor is
in default or as to which, in the judgment of the Servicer, default is          
reasonably foreseeable.                                                         

          "Servicer Prepayment Charge Payment Amount": The amount payable by
the Servicer in respect of any waived Prepayment Charges pursuant to Section    
3.01, which amount shall be equal to the difference between the amount of       
Prepayment Charge due by a Mortgagor before any waiver and the actual amount of 
the Prepayment Charge that was paid by the Mortgagor.                           

           "Servicer Remittance Date": The 20th day of each month beginning in
November 2005 (or, if such day is not a Business Day, the preceding Business    
Day).                                                                           

          "Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by the Servicer (including reasonable    
attorneys' fees and disbursements) in the performance of its servicing          
obligations, including, but not limited to, the cost of (i) the preservation,   
restoration, inspection and protection of the Mortgaged Property, (ii) any      
enforcement or judicial proceedings, including foreclosures, (iii) the          
management and liquidation of the REO Property and (iv) compliance with the     
obligations under Section 3.08.                                                 

           "Servicing Fee": With respect to each Mortgage Loan (including each
REO Property) 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 same principal amount on which interest on such       
Mortgage Loan accrues for such calendar month.                                  

           "Servicing Fee Rate": With respect to each Mortgage Loan, 0.30% per
annum for the first 10 calendar months following the Cut-off Date, 0.40% per    
annum for the 11th through 30th calendar months, and 0.65% per annum for all    
calendar months thereafter.                                                     

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

      "Servicing Standard": The standards set forth in Section 3.01.

"Similar Law": As defined in Section 5.02(d) hereof.    

"Startup Day": As defined in Section 9.01(b) hereof.    

          "Stayed Funds": Any payment required to be made under the terms of
the Certificates and this Agreement but which is not remitted by the Servicer   
because the Servicer is the subject of a proceeding under the Bankruptcy Code   
and the making of such remittance is prohibited by Section 362 of the Bankruptcy
Code.                                                                           

          "Stepdown Date": The earlier to occur of (i) the Distribution Date
following the Distribution Date on which the aggregate Certificate Principal    
Balance of the Class A Certificates is reduced to zero and (ii) the later to    
occur of (x) the Distribution Date in November 2008 and (y) the Distribution    
Date on which the Senior Enhancement Percentage is greater than or equal to the 
Senior Specified Enhancement Percentage.                                        

         "Subordinated Applied Realized Loss Amount": With respect to each
Distribution Date, the excess, if any, of the aggregate of (a) the Certificate  
Principal Balances of the Certificates (after taking into account the           
distribution of the Principal Distribution Amount on such Distribution Date and 
any increase in any Certificate Principal Balance as a result of Subsequent     
Recoveries) over (b) the Pool Balance as of the end of the related Collection   
Period after giving effect to Principal Prepayments in the related Prepayment   
Period.                                                                         

         "Subordinated Certificates": The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1,    
Class B-2, Class CE and Residual Certificates.                                  

          "Subordination Depletion Date": The Distribution Date on which the
aggregate Certificate Principal Balance of the Class M and Class B Certificates 
has been reduced to zero.                                                       

        "Subsequent Recovery": Any amount (net of reimbursable expenses)
received on a Mortgage Loan subsequent to such Mortgage Loan being determined to
be a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior month.

       "Substitution Adjustment Amount": As defined in Section 2.03(d)
hereof.                                                                         

      "Swap Account": The account or accounts created and maintained
pursuant to Section 4.09. The Swap Account must be an Eligible Account.         

        "Swap Interest Shortfall Amount": Any shortfall of interest with
respect to any Class of Certificates resulting from the application of the      
related Cap due to a discrepancy between the Uncertificated Notional Amount of  
the Swap IO Interest and the scheduled notional amount pursuant to the Interest 
Rate Swap Agreement.                                                            

           "Swap IO Interest": The regular interest in REMIC 4 entitled to the
amounts set forth in the Preliminary Statement hereto.                          

       "Swap LIBOR": As to any Distribution Date, LIBOR (as determined
pursuant to the Interest Rate Swap Agreement with respect to such Distribution  
Date).                                                                          

"Swap Provider":  The Bank of New York.                 

         "Swap Provider Trigger Event": A Swap Termination Payment that is
triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement  
with respect to the Swap Provider as defined in the Interest Rate Swap          
Agreement), (ii) a Termination Event under 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) or (iii) an Additional Termination Event under the
Interest Rate Swap Agreement with respect to which the Swap Provider is the sole
Affected Party.                                                                 

           "Swap Termination Payment": The payment due under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap Agreement.  

       "Targeted Overcollateralization Amount": As of any Distribution
Date, (x) prior to the Stepdown Date, 0.90% of the Cut-off Date Aggregate       
Principal Balance and (y) on and after the Stepdown Date, (i) if a Trigger Event
has not occurred, the greater of (A) 1.80% of the Pool Balance as of the last   
day of the related Collection Period after giving effect to Principal           
Prepayments in the related Prepayment Period and (B) 0.50% of the Cut-off Date  
Aggregate Principal Balance and (ii) if a Trigger Event has occurred, the       
Targeted Overcollateralization Amount for the immediately preceding Distribution
Date.                                                                           

         "Tax Matters Person": The tax matters person or persons appointed
pursuant to Section 9.01(e) hereof.                                             

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

         "Telerate Page 3750": The display page currently so designated on
the Reuters Telerate Service (or such other page as may replace the Telerate    
Page 3750 page on that service for the purpose of displaying London interbank   
offered rates of major banks).                                                  

   "Termination Price": As defined in Section 10.01(a) hereof.

          "Trigger Event": With respect to any Distribution Date, if (i) the
three-month rolling average of 60+ Day Delinquent Loans equals or exceeds 42.90%
of the Senior Enhancement Percentage or (ii) the aggregate amount of Realized   
Losses incurred since the Cut-off Date through the last day of the related      
Collection Period (reduced by the aggregate amount of Subsequent Recoveries     
received since the Cut-off Date through the last day of the related Collection  
Period) divided by the Cut-off Date Aggregate Principal Balance exceeds the     
applicable percentages set forth below with respect to such Distribution Date:  

Distribution Date Occurring In                          Percentage              
----------------------------------          ------------------------------------
November 2008 through October 2009          4.25% for the first month, plus an  
                                           additional 1/12th of 1.50% for each
                        month thereafter

November 2009 through October 2010          5.75% for the first month, plus an  
                                           additional 1/12th of 1.00% for each
                        month thereafter

November 2010 through October 2011          6.75% for the first month, plus an  
                                           additional 1/12th of 0.25% for each
                        month thereafter

November 2011 and thereafter                7.00%                               

   "Trust": ABFC 2005-OPT1 Trust, the trust created hereunder.

   "Trust Fund": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder, 
with respect to a portion of which five REMIC elections are to be made, such    
entire Trust Fund consisting of: (i) such Mortgage Loans as from time to time   
are subject to this Agreement, together with the Mortgage Files relating        
thereto, and together with all collections thereon and proceeds thereof, (ii)   
any REO Property, together with all collections thereon and proceeds thereof,   
(iii) the Trustee's rights with respect to the Mortgage Loans under all         
insurance policies required to be maintained pursuant to this Agreement and any 
proceeds thereof, (iv) the Depositor's rights under the Originator Mortgage Loan
Purchase Agreement and the Mortgage Loan Purchase Agreement (including any      
security interest created thereby), (v) the Trustee's rights under the Interest 
Rate Swap Agreement and (vi) the Collection Account, the Distribution Account   
and the Swap Account and such assets that are deposited therein from time to    
time and any investments thereof, together with any and all income, proceeds and
payments with respect thereto.                                                  

          "Trustee": Wells Fargo Bank, N.A., a national banking association,
or any successor Trustee appointed as herein provided.                          

       "Uncertificated Accrued Interest": With respect to each REMIC 1
Regular Interest, REMIC 2 Regular Interest or REMIC 3 Regular Interest on each  
Distribution Date, an amount equal to one month's interest at the related       
Uncertificated REMIC 1 Pass-Through Rate, Uncertificated REMIC 2 Pass-Through   
Rate or Uncertificated REMIC 3 Pass-Through Rate, as applicable on the          
Uncertificated Principal Balance of such REMIC Regular Interest. In each case,  
Uncertificated Accrued Interest will be reduced by any Prepayment Interest      
Shortfalls and Relief Act Interest Shortfalls (allocated to such REMIC Regular  
Interests based on their respective entitlements to interest irrespective of any
Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such      
Distribution Date).                                                             

         "Uncertificated Notional Amount": With respect to REMIC 3 Regular
Interest LTIO and each Distribution Date listed below, the aggregate            
Uncertificated Balance of the REMIC 2 Regular Interests ending with the         
designation "A" listed below:                                                   

Distribution                                                
Date                       REMIC 2 Regular Interests
        ------------       -------------------------------------------------
             1             I-1-A through I-50-A and II-1-A through II-50-A
             2             I-2-A through I-50-A and II-2-A through II-50-A
             3             I-3-A through I-50-A and II-3-A through II-50-A
             4             I-4-A through I-50-A and II-4-A through II-50-A
             5             I-5-A through I-50-A and II-5-A through II-50-A
             6             I-6-A through I-50-A and II-6-A through II-50-A
             7             I-7-A through I-50-A and II-7-A through II-50-A
             8             I-8-A through I-50-A and II-8-A through II-50-A
             9             I-9-A through I-50-A and II-9-A through II-50-A
             10            I-10-A through I-50-A and II-10-A through II-50-A
             11            I-11-A through I-50-A and II-11-A through II-50-A
             12            I-12-A through I-50-A and II-12-A through II-50-A
             13            I-13-A through I-50-A and II-13-A through II-50-A
             14            I-14-A through I-50-A and II-14-A through II-50-A
             15            I-15-A through I-50-A and II-15-A through II-50-A
             16            I-16-A through I-50-A and II-16-A through II-50-A
             17            I-17-A through I-50-A and II-17-A through II-50-A
             18            I-18-A through I-50-A and II-18-A through II-50-A
             19            I-19-A through I-50-A and II-19-A through II-50-A
             20            I-20-A through I-50-A and II-20-A through II-50-A
             21            I-21-A through I-50-A and II-21-A through II-50-A
             22            I-22-A through I-50-A and II-22-A through II-50-A
             23            I-23-A through I-50-A and II-23-A through II-50-A
             24            I-24-A through I-50-A and II-24-A through II-50-A
             25            I-25-A through I-50-A and II-25-A through II-50-A
             26            I-26-A through I-50-A and II-26-A through II-50-A
             27            I-27-A through I-50-A and II-27-A through II-50-A
             28            I-28-A through I-50-A and II-28-A through II-50-A
             29            I-29-A through I-50-A and II-29-A through II-50-A
             30            I-30-A through I-50-A and II-30-A through II-50-A
             31            I-31-A through I-50-A and II-31-A through II-50-A
             32            I-32-A through I-50-A and II-32-A through II-50-A
             33            I-33-A through I-50-A and II-33-A through II-50-A
             34            I-34-A through I-50-A and II-34-A through II-50-A
             35            I-35-A through I-50-A and II-35-A through II-50-A
             36            I-36-A through I-50-A and II-36-A through II-50-A
             37            I-37-A through I-50-A and II-37-A through II-50-A
             38            I-38-A through I-50-A and II-38-A through II-50-A
             39            I-39-A through I-50-A and II-39-A through II-50-A
             40            I-40-A through I-50-A and II-40-A through II-50-A
             41            I-41-A through I-50-A and II-41-A through II-50-A
             42            I-42-A through I-50-A and II-42-A through II-50-A
             43            I-43-A through I-50-A and II-43-A through II-50-A
             44            I-44-A through I-50-A and II-44-A through II-50-A
             45            I-45-A through I-50-A and II-45-A through II-50-A
             46            I-46-A through I-50-A and II-46-A through II-50-A
             47            I-47-A through I-50-A and II-47-A through II-50-A
             48            I-48-A through I-50-A and II-48-A through II-50-A
         49                I-49-A and I-50-A and II-49-A and II-50-A
50                           I-50-A and II-50-A   
thereafter                              $0.00             

          With respect to the Swap IO Interest and any Distribution Date, an
amount equal to the Uncertificated Notional Amount of the REMIC 3 Regular       
Interest LTIO.                                                                  

     "Uncertificated Principal Balance": The amount of any REMIC 1
Regular Interest, REMIC 2 Regular Interest or REMIC 3 Regular Interest          
outstanding as of any date of determination. As of the Closing Date, the        
Uncertificated Balance of each REMIC 1 Regular Interest, REMIC 2 Regular        
Interest and REMIC 3 Regular Interest shall equal the amount set forth in the   
Preliminary Statement hereto as its initial uncertificated balance. On each     
Distribution Date, the Uncertificated Principal Balance of each REMIC 1 Regular 
Interest, REMIC 2 Regular Interest or REMIC 3 Regular Interest shall be reduced 
by all distributions of principal made on such REMIC 1 Regular Interest, REMIC 2
Regular Interest or REMIC 3 Regular Interest, as applicable, on such            
Distribution Date pursuant to Section 4.08 and, if and to the extent necessary  
and appropriate, shall be further reduced on such Distribution Date by Realized 
Losses as provided in Section 4.08(b). The Uncertificated Balance of REMIC 3    
Regular Interest LT1ZZ shall be increased by interest deferrals as provided in  
Section 4.08(a)(i). The Uncertificated Balance of each REMIC 1 Regular Interest,
REMIC 2 Regular Interest or REMIC 3 Regular Interest, as applicable, shall never
be less than zero.                                                              

           "Uncertificated REMIC 1 Pass-Through Rate": With respect to REMIC 1
Regular Interest I-1, the weighted average Net Mortgage Rates on the Group 1    
Mortgage Loans as of the first day of the month preceding the month in which the
Distribution Date. With respect to REMIC 1 Regular Interest I-2, the weighted   
average Net Mortgage Rates on the Group 2 Mortgage Loans as of the first day of 
the month preceding the month in which the Distribution Date.                   

           "Uncertificated REMIC 2 Pass-Through Rate": With respect to REMIC 2
Regular Interest I, a per annum rate equal to the weighted average Net Mortgage 
Rate of Loan Group 1. With respect to each REMIC 2 Group I Regular Interest     
ending with the designation "A," a per annum rate equal to the weighted average 
Net Mortgage Rate of Loan Group 1 multiplied by 2, subject to a maximum rate of 
9.256%. With respect to each REMIC 2 Group I Regular Interest ending with the   
designation "B," the greater of (x) a per annum rate equal to the excess, if    
any, of (i) 2 multiplied by the weighted average Net Mortgage Rate of Loan Group
1 over (ii) 9.256% and (y) 0.00%. With respect to REMIC 2 Regular Interest II, a
per annum rate equal to the weighted average Net Mortgage Rate of Loan Group 2. 
With respect to each REMIC 2 Group II Regular Interest ending with the          
designation "A," a per annum rate equal to the weighted average Net Mortgage    
Rate of Loan Group 2 multiplied by 2, subject to a maximum rate of [9.256]%.    
With respect to each REMIC 2 Group II Regular Interest ending with the          
designation "B," the greater of (x) a per annum rate equal to the excess, if    
any, of (i) 2 multiplied by the weighted average Net Mortgage Rate of Loan Group
2 over (ii) [9.256]% and (y) 0.00%.                                             

           "Uncertificated REMIC 3 Pass-Through Rate": With respect to REMIC 3
Regular Interest LT1AA, REMIC 3 Regular Interest LT1A1SS, REMIC 3 Regular       
Interest LT1A1MZ, REMIC 3 Regular Interest LT1A2A, REMIC 3 Regular Interest     
LT1A2B, REMIC 3 Regular Interest LT1A2C, REMIC 3 Regular Interest LT1M1, REMIC 3
Regular Interest LT1M2, REMIC 3 Regular Interest LT1M3, REMIC 3 Regular Interest
LT1M4, REMIC 3 Regular Interest LT1M5, REMIC 3 Regular Interest LT1M6, REMIC 3  
Regular Interest LT1M7, REMIC 3 Regular Interest LT1M8, REMIC 3 Regular Interest
LT1M9, REMIC 3 Regular Interest LT1B1, REMIC 3 Regular Interest LT1B2, REMIC 3  
Regular Interest LT1ZZ, REMIC 3 Regular Interest LT1SUB, REMIC 3 Regular        
Interest LT2SUB and REMIC 3 Regular Interest LT1XX, a per annum rate (but not   
less than zero) equal to the weighted average of (w) with respect to REMIC 2    
Regular Interest I and REMIC 2 Regular Interest II, the Uncertificated REMIC 2  
Pass-Through Rate for such REMIC 2 Regular Interest for each such Distribution  
Date, (x) with respect to REMIC 2 Regular Interests ending with the designation 
"B," the weighted average of the Uncertificated REMIC 2 Pass-Through Rates for  
such REMIC 2 Regular Interests, weighted on the basis of the Uncertificated     
Balance of such REMIC 2 Regular Interests for each such Distribution Date and   
(y) with respect to REMIC 2 Regular Interests ending with the designation "A,"  
for each Distribution Date listed below, the weighted average of the rates      
listed below for each such REMIC 2 Regular Interest listed below, weighted on   
the basis of the Uncertificated Balance of each such REMIC 2 Regular Interest   
for each such Distribution Date:                                                

                                                        [Enlarge/Download Table]

  Distribution                                                                            
      Date      REMIC 2 Regular Interest                        Rate                      
  ------------  ------------------------  ------------------------------------------------
                                                                                          
       1        I-1-A through I-50-A      2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                II-1-A through II-50-A    2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

       2        I-2-A through I-50-A      2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                II-2-A through II-50-A    2 multiplied by Swap LIBOR, subject to a maximum
                                          rate Uncertificated REMIC 2 Pass-Through Rate   

                I-1-A                     Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A                    Uncertificated REMIC 2 Pass-Through Rate        

       3        I-3-A through I-50-A      2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                II-3-A through II-50-A    2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A and I-2-A           Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A and II-2-A         Uncertificated REMIC 2 Pass-Through Rate        
       4        I-4-A through I-50-A      2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                II-4-A through II-50-A    2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-3-A       Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-3-A     Uncertificated REMIC 2 Pass-Through Rate        
       5        I-5-A through I-50-A      2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                II-5-A through II-50-A    2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-4-A       Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-4-A     Uncertificated REMIC 2 Pass-Through Rate        
       6        I-6-A through I-50-A      2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                II-6-A through II-50-A    2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-5-A       Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-5-A     Uncertificated REMIC 2 Pass-Through Rate        
       7        I-7-A through I-50-A      2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                II-7-A through II-50-A    2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-6-A       Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-6-A     Uncertificated REMIC 2 Pass-Through Rate        
       8        I-8-A through I-50-A      2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                II-8-A through II-50-A    2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-7-A       Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-7-A     Uncertificated REMIC 2 Pass-Through Rate        
       9        I-9-A through I-50-A      2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                II-9-A through II-50-A    2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-8-A       Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-8-A     Uncertificated REMIC 2 Pass-Through Rate        
       10       I-10-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-10-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-9-A       Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-9-A     Uncertificated REMIC 2 Pass-Through Rate        

       11       I-11-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-11-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-10-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-10-A    Uncertificated REMIC 2 Pass-Through Rate        

       12       I-12-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-12-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-11-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-11-A    Uncertificated REMIC 2 Pass-Through Rate        

       13       I-13-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-13-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-12-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-12-A    Uncertificated REMIC 2 Pass-Through Rate        

       14       I-14-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-14-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-13-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-13-A    Uncertificated REMIC 2 Pass-Through Rate        

       15       I-15-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-15-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-14-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-14-A    Uncertificated REMIC 2 Pass-Through Rate        

       16       I-16-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-16-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-15-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-15-A    Uncertificated REMIC 2 Pass-Through Rate        

       17       I-17-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-17-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-16-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-16-A    Uncertificated REMIC 2 Pass-Through Rate        

       18       I-18-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-18-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-17-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-17-A    Uncertificated REMIC 2 Pass-Through Rate        

       19       I-19-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-19-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-18-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-18-A    Uncertificated REMIC 2 Pass-Through Rate        

       20       I-20-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-20-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-19-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-19-A    Uncertificated REMIC 2 Pass-Through Rate        

       21       I-21-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-21-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-20-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-20-A    Uncertificated REMIC 2 Pass-Through Rate        

       22       I-22-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-22-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-21-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-21-A    Uncertificated REMIC 2 Pass-Through Rate        

       23       I-23-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-23-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-22-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-22-A    Uncertificated REMIC 2 Pass-Through Rate        

       24       I-24-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-24-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-23-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-23-A    Uncertificated REMIC 2 Pass-Through Rate        

       25       I-25-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-25-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-24-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-24-A    Uncertificated REMIC 2 Pass-Through Rate        

       26       I-26-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-26-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-25-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-25-A    Uncertificated REMIC 2 Pass-Through Rate        

       27       I-27-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-27-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-26-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-26-A    Uncertificated REMIC 2 Pass-Through Rate        

       28       I-28-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-28-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-27-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-27-A    Uncertificated REMIC 2 Pass-Through Rate        

       29       I-29-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-29-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-28-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-28-A    Uncertificated REMIC 2 Pass-Through Rate        

       30       I-30-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-30-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-29-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-29-A    Uncertificated REMIC 2 Pass-Through Rate        

       31       I-31-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-31-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-30-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-30-A    Uncertificated REMIC 2 Pass-Through Rate        

       32       I-32-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-32-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-31-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-31-A    Uncertificated REMIC 2 Pass-Through Rate        

       33       I-33-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-33-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-32-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-32-A    Uncertificated REMIC 2 Pass-Through Rate        

       34       I-34-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-34-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-33-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-33-A    Uncertificated REMIC 2 Pass-Through Rate        

       35       I-35-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-35-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-34-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-34-A    Uncertificated REMIC 2 Pass-Through Rate        

       36       I-36-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-36-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-35-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-35-A    Uncertificated REMIC 2 Pass-Through Rate        

       37       I-37-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-37-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-36-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-36-A    Uncertificated REMIC 2 Pass-Through Rate        

       38       I-38-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-38-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-37-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-37-A    Uncertificated REMIC 2 Pass-Through Rate        

       39       I-39-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-39-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-38-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-38-A    Uncertificated REMIC 2 Pass-Through Rate        

       40       I-40-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-40-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-39-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-39-A    Uncertificated REMIC 2 Pass-Through Rate        

       41       I-41-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-41-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-40-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-40-A    Uncertificated REMIC 2 Pass-Through Rate        

       42       I-42-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-42-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-41-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-41-A    Uncertificated REMIC 2 Pass-Through Rate        

       43       I-43-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-43-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-42-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-42-A    Uncertificated REMIC 2 Pass-Through Rate        

       44       I-44-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-44-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-43-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-43-A    Uncertificated REMIC 2 Pass-Through Rate        

       45       I-45-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-45-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-44-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-44-A    Uncertificated REMIC 2 Pass-Through Rate        

       46       I-46-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-46-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-45-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-45-A    Uncertificated REMIC 2 Pass-Through Rate        

       47       I-47-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-47-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-46-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-46-A    Uncertificated REMIC 2 Pass-Through Rate        

       48       I-48-A through I-50-A     2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                II-48-A through II-50-A   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                I-1-A through I-47-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-47-A    Uncertificated REMIC 2 Pass-Through Rate        

       49       I-49-A and I-50-A         2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                II-49-A and II-50-A       2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                I-1-A through I-48-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-48-A    Uncertificated REMIC 2 Pass-Through Rate        
       50       I-50-A                    2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate

                II-50-A                   2 multiplied by Swap LIBOR, subject to a maximum
                                          rate of Uncertificated REMIC 2 Pass-Through Rate
                I-1-A through I-49-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-49-A    Uncertificated REMIC 2 Pass-Through Rate        
thereafter      I-1-A through I-50-A      Uncertificated REMIC 2 Pass-Through Rate        
                II-1-A through II-50-A    Uncertificated REMIC 2 Pass-Through Rate        


         With respect to REMIC 3 Regular Interest LT2GRP, a per annum rate
(but not less than zero) equal to the weighted average of (w) with respect to   
REMIC 2 Regular Interest II, the Uncertificated REMIC 2 Pass-Through Rate for   
such REMIC 2 Regular Interest for each such Distribution Date, (x) with respect 
to REMIC 2 Group II Regular Interests ending with the designation "B," the      
weighted average of the Uncertificated REMIC 2 Pass-Through Rates for such REMIC
2 Regular Interests, weighted on the basis of the Uncertificated Balance of each
such REMIC 2 Regular Interest for each such Distribution Date and (y) with      
respect to REMIC 2 Group II Regular Interests ending with the designation "A,"  
for each Distribution Date listed below, the weighted average of the rates      
listed below for such REMIC 2 Regular Interests listed below, weighted on the   
basis of the Uncertificated Balance of each such REMIC 2 Regular Interest for   
each such Distribution Date:                                                    

Distribution     REMIC 2 Regular                                                
Date             Interest                         Rate                  
------------  --------------------  ----------------------------------------    
  1       I-1-A through I-50-A  2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate

  2       I-2-A through I-50-A  2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A                 Uncertificated REMIC 2 Pass-Through Rate

  3       I-3-A through I-50-A  2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A and I-2-A       Uncertificated REMIC 2 Pass-Through Rate

  4       I-4-A through I-50-A  2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-3-A   Uncertificated REMIC 2 Pass-Through Rate

  5       I-5-A through I-50-A  2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-4-A   Uncertificated REMIC 2 Pass-Through Rate

  6       I-6-A through I-50-A  2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-5-A   Uncertificated REMIC 2 Pass-Through Rate

  7       I-7-A through I-50-A  2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-6-A   Uncertificated REMIC 2 Pass-Through Rate

  8       I-8-A through I-50-A  2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-7-A   Uncertificated REMIC 2 Pass-Through Rate

  9       I-9-A through I-50-A  2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-8-A   Uncertificated REMIC 2 Pass-Through Rate

 10       I-10-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-9-A   Uncertificated REMIC 2 Pass-Through Rate

 11       I-11-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-10-A  Uncertificated REMIC 2 Pass-Through Rate

 12       I-12-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-11-A  Uncertificated REMIC 2 Pass-Through Rate

 13       I-13-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-12-A  Uncertificated REMIC 2 Pass-Through Rate

 14       I-14-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-13-A  Uncertificated REMIC 2 Pass-Through Rate

 15       I-15-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-14-A  Uncertificated REMIC 2 Pass-Through Rate

 16       I-16-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-15-A  Uncertificated REMIC 2 Pass-Through Rate

 17       I-17-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-16-A  Uncertificated REMIC 2 Pass-Through Rate

 18       I-18-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-17-A  Uncertificated REMIC 2 Pass-Through Rate

 19       I-19-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-18-A  Uncertificated REMIC 2 Pass-Through Rate

 20       I-20-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-19-A  Uncertificated REMIC 2 Pass-Through Rate

 21       I-21-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-20-A  Uncertificated REMIC 2 Pass-Through Rate

 22       I-22-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-21-A  Uncertificated REMIC 2 Pass-Through Rate

 23       I-23-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-22-A  Uncertificated REMIC 2 Pass-Through Rate

 24       I-24-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-23-A  Uncertificated REMIC 2 Pass-Through Rate

 25       I-25-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-24-A  Uncertificated REMIC 2 Pass-Through Rate

 26       I-26-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-25-A  Uncertificated REMIC 2 Pass-Through Rate

 27       I-27-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-26-A  Uncertificated REMIC 2 Pass-Through Rate

 28       I-28-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-27-A  Uncertificated REMIC 2 Pass-Through Rate

 29       I-29-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-28-A  Uncertificated REMIC 2 Pass-Through Rate

 30       I-30-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-29-A  Uncertificated REMIC 2 Pass-Through Rate

 31       I-31-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-30-A  Uncertificated REMIC 2 Pass-Through Rate

 32       I-32-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-31-A  Uncertificated REMIC 2 Pass-Through Rate

 33       I-33-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-32-A  Uncertificated REMIC 2 Pass-Through Rate

 34       I-34-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-33-A  Uncertificated REMIC 2 Pass-Through Rate

 35       I-35-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-34-A  Uncertificated REMIC 2 Pass-Through Rate

 36       I-36-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-35-A  Uncertificated REMIC 2 Pass-Through Rate

 37       I-37-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-36-A  Uncertificated REMIC 2 Pass-Through Rate

 38       I-38-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-37-A  Uncertificated REMIC 2 Pass-Through Rate

 39       I-39-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-38-A  Uncertificated REMIC 2 Pass-Through Rate

 40       I-40-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-39-A  Uncertificated REMIC 2 Pass-Through Rate

 41       I-41-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-40-A  Uncertificated REMIC 2 Pass-Through Rate

 42       I-42-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-41-A  Uncertificated REMIC 2 Pass-Through Rate

 43       I-43-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-42-A  Uncertificated REMIC 2 Pass-Through Rate

 44       I-44-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-43-A  Uncertificated REMIC 2 Pass-Through Rate

 45       I-45-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-44-A  Uncertificated REMIC 2 Pass-Through Rate

 46       I-46-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-45-A  Uncertificated REMIC 2 Pass-Through Rate

 47       I-47-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-46-A  Uncertificated REMIC 2 Pass-Through Rate

 48       I-48-A through I-50-A 2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate
          I-1-A through I-47-A  Uncertificated REMIC 2 Pass-Through Rate

 49       I-49-A and I-50-A     2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate

          I-1-A through I-48-A  Uncertificated REMIC 2 Pass-Through Rate

 50       I-50-A                2 multiplied by Swap LIBOR, subject to a
                              maximum rate of Uncertificated REMIC 2
         Pass-Through Rate

          I-1-A through I-49-A  Uncertificated REMIC 2 Pass-Through Rate

thereafter    I-1-A through I-50-A  Uncertificated REMIC 2 Pass-Through Rate    

With respect to REMIC 3 Regular Interest LTIO and Distribution Dates 1 through  
50, a per annum rate equal to the excess, if any, of (i) 9.256% minus (ii) 2    
times Swap LIBOR.                                                               

          "United States Person" or "U.S. Person": (i) A citizen or resident
of the United States, (ii) a corporation, partnership or other entity treated as
a corporation or partnership for United States federal income tax purposes      
organized in or under the laws of the United States or any state thereof or the 
District of Columbia (unless, in the case of a partnership, Treasury Regulations
provide otherwise), (iii) an estate the income of which is includible in gross  
income for United States tax purposes, regardless of its source, or (iv) a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have      
authority to control all substantial decisions of the trust. Notwithstanding the
preceding sentence, to the extent provided in Treasury Regulations, certain     
Trusts in existence on August 20, 1996, and treated as United States persons    
prior to such date, that elect to continue to be treated as United States       
persons will also be a U.S. Person; provided, that for purposes of the          
definition of a "Permitted Transferee," a U.S. Person shall not include any     
person whose income 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.                                                

        "Unpaid Realized Loss Amount": For any of the Class A-1MZ, Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class    
M-8, Class M-9, Class B-1 and Class B-2 Certificates and as to any Distribution 
Date, the excess of (x) the aggregate Applied Realized Loss Amounts allocated to
such Class for all prior Distribution Dates over (y) the sum of (a) the         
cumulative amount of any Subsequent Recoveries allocated to such Class and (b)  
the aggregate Realized Loss Amortization Amounts with respect to such Class for 
all prior Distribution Dates.                                                   

           "Value": With respect to any Mortgaged Property, the lesser of: (i)
an amount determined by an appraisal done at origination of the Mortgage Loan;  
provided, however, such amount may be reduced to reflect the results of a review
of such appraisal in accordance with the Originator's underwriting guidelines   
and (ii) the purchase price paid for such Mortgaged Property by the Mortgagor   
with the proceeds of the Mortgage Loan; provided, however, that in the case of a
refinanced Mortgage Loan, the value of the Mortgaged Property is based solely on
clause (i).                                                                     

       "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. The Voting Rights allocated 
among Holders of the Offered Certificates and the Class B Certificates shall be 
98%, and shall be allocated among each such Class according to the fraction,    
expressed as a percentage, the numerator of which is the aggregate Certificate  
Principal Balance of all the Certificates of such Class then outstanding and the
denominator of which is the aggregate Certificate Principal Balance of all the  
Offered Certificates and the Class B Certificates then outstanding. The Voting  
Rights allocated to each such Class of Certificates shall be allocated among all
holders of each such Class in proportion to the outstanding Certificate         
Principal Balance of such Certificates; provided, however, that any Certificate 
registered in the name of the Servicer, the Depositor or the Trustee or any of  
their respective affiliates shall not be included in the calculation of Voting  
Rights; provided that only such Certificates as are known by a Responsible      
Officer of the Trustee to be so registered will be so excluded. 1% of all the   
Voting Rights will be allocated to the Holders of each of the Class CE and Class
P Certificates. The Residual Certificates shall have no Voting Rights.          

          "Weighted Average Net Maximum Mortgage Rate": The weighted average
(based on Principal Balance as of the first day of the related Collection Period
or, in the case of the first Distribution Date, the Cut-Off Date) of the Net    
Maximum Mortgage Interest Rates of the Mortgage Loans, the Group 1 Mortgage     
Loans or the Group 2 Mortgage Loans, as applicable, expressed for each such     
Mortgage Loan as an annual rate and calculated on the basis of twelve months    
consisting of 30 days each and a 360-day year.                                  

            "Weighted Average Net Mortgage Rate": The weighted average (based on
Principal Balance as of the first day of the related Collection Period or, in   
the case of the first Distribution Date, the Cut-Off Date) of the Net Mortgage  
Interest Rates of the Mortgage Loans, the Group 1 Mortgage Loans or the Group 2 
Mortgage Loans, as applicable, expressed for each such Mortgage Loan as an      
annual rate and calculated on the basis of twelve months consisting of 30 days  
each and a 360-day year.                                                        

     "Written Order to Authenticate": A written order by which the
Depositor directs the Trustee to execute, authenticate and deliver the          
Certificates.                                                                   

Section 1.02 Accounting.                                

            Unless otherwise specified herein, for the purpose of any definition
or calculation, whenever amounts are required to be netted, subtracted or added 
or any distributions are taken into account such definition or calculation and  
any related definitions or calculations shall be determined without duplication 
of such functions.                                                              

Section 1.03 Rights of the NIMS Insurer.                

          Each of the rights of the NIMS Insurer set forth in this Agreement
shall exist so long as (i) the NIMS Insurer has undertaken to guarantee certain 
payments of notes issued pursuant to the Indenture and (ii) any series of notes 
issued pursuant to the Indenture remains outstanding or the NIMS Insurer is owed
amounts in respect of its guarantee of payment on such notes; provided, however,
the NIMS Insurer shall not have any rights hereunder (except pursuant to Section
11.01 in the case of clause (ii) below) during the period of time, if any, that 
(i) the NIMS Insurer has not undertaken to guarantee certain payments of notes  
issued pursuant to the Indenture or (ii) any default has occurred and is        
continuing under the insurance policy issued by the NIMS Insurer with respect to
such notes.                                                                     

ARTICLE II  

 CONVEYANCE OF MORTGAGE LOANS;
 ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans.              

           The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee, on  
behalf of the Trust, without recourse for the benefit of the Certificateholders 
all the right, title and interest of the Depositor, including any security      
interest therein for the benefit of the Depositor, in and to (i) each Mortgage  
Loan identified on the Mortgage Loan Schedules, including the related Cut-off   
Date Principal Balance, all interest accruing thereon after the Cut-off Date and
all collections in respect of interest and principal due after the Cut-off Date;
(ii) property which secured each such Mortgage Loan and which has been acquired 
by foreclosure or deed in lieu of foreclosure; (iii) its interest in any        
insurance policies in respect of the Mortgage Loans; (iv) all other assets      
included or to be included in the Trust Fund; (v) all proceeds of any of the    
foregoing; (vi) the rights of the Depositor under the Consulting Agreement; and 
(vii) the rights of the Depositor under the Originator Mortgage Loan Purchase   
Agreement and the Mortgage Loan Purchase Agreement. Such assignment includes all
interest and principal due to the Depositor or the Servicer after the Cut-off   
Date with respect to the Mortgage Loans.                                        

           In connection with such transfer and assignment, the Depositor does
hereby deliver to, and deposit with the Trustee, or its designated agent, the   
following documents or instruments with respect to each Mortgage Loan (a        
"Mortgage File") so transferred and assigned:                                   

     (i)    the original Mortgage Note, endorsed in blank or with respect to any
            lost Mortgage Note, an original Lost Note Affidavit, together with a
copy of the related Mortgage Note;                      

  (ii)   the original Mortgage with evidence of recording thereon, and the
         original recorded power of attorney, if the Mortgage was executed
           pursuant to a power of attorney, with evidence of recording thereon
        or, if such Mortgage or power of attorney has been submitted for
      recording but has not been returned from the applicable public
        recording office, has been lost or is not otherwise available, a
       copy of such Mortgage or power of attorney, as the case may be,
          certified to be a true and complete copy of the original submitted
for recording;                                          

    (iii)  an original Assignment of Mortgage (which may be in blank), in form
         and substance acceptable for recording; provided, however, if the
  related Mortgage has been recorded in the name of Mortgage
          Electronic Registration Systems, Inc. ("MERS") or its designee, no
          Assignment of Mortgage in favor of the Trustee will be required to
         be prepared or delivered and instead, the Servicer shall take all
            actions as are necessary to cause the Trust to be shown as the owner
           of the related Mortgage Loan on the records of MERS for purposes of
    the system of recording transfers of beneficial ownership of
mortgages maintained by MERS;                           

     (iv)   an original copy of any intervening assignment of Mortgage showing a
complete chain of assignments;                          

     (v)    the original or a certified copy of lender's title insurance policy;
and                                                     

 (vi)   the original or copies of each assumption, modification, written
assurance or substitution agreement, if any.            

        The Trustee agrees to execute and deliver to the Depositor on or
prior to the Closing Date an acknowledgment of receipt of the original Mortgage 
Note (with any exceptions noted), substantially in the form attached as Exhibit 
F-3 hereto.                                                                     

         If any of the documents referred to in Section 2.01(ii), (iii) or
(iv) above has as of the Closing Date been submitted for recording but either   
(x) has not been returned from the applicable public recording office or (y) has
been lost or such public recording office has retained the original of such     
document, the obligations of the Depositor to deliver such documents shall be   
deemed to be satisfied upon (1) delivery to the Trustee no later than the       
Closing Date, of a copy of each such document certified by the Seller in the    
case of (x) above or the applicable public recording office in the case of (y)  
above to be a true and complete copy of the original that was submitted for     
recording and (2) if such copy is certified by the Seller, delivery to the      
Trustee, promptly upon receipt thereof of either the original or a copy of such 
document certified by the applicable public recording office to be a true and   
complete copy of the original. The Depositor shall deliver or cause to be       
delivered to the Trustee promptly upon receipt thereof any other documents      
constituting a part of a Mortgage File received with respect to any Mortgage    
Loan, including, but not limited to, any original documents evidencing an       
assumption or modification of any Mortgage Loan.                                

       Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File, the Seller    
shall have 120 days to cure such defect or 150 days following the Closing Date, 
in the case of missing Mortgages or Assignments or deliver such missing document
to the Trustee. If the Seller does not cure such defect or deliver such missing 
document within such time period, the Seller shall either repurchase or         
substitute for such Mortgage Loan in accordance with Section 2.03.              

         The Depositor herewith delivers to the Trustee executed copies of
the Originator Mortgage Loan Purchase Agreement and the Mortgage Loan Purchase  
Agreement.                                                                      

        The Depositor hereby directs the Trustee to execute, deliver and
perform its obligations, on behalf of the Trust, under the Interest Rate Swap   
Agreement.                                                                      

        It is agreed and understood by the parties hereto that it is not
intended that any mortgage loan be included in the Trust that is a "High-Cost   
Home Loan" as defined in any of (i) the New Jersey Home Ownership Act effective 
November 27, 2003, (ii) the New Mexico Home Loan Protection Act, effective      
January 1, 2004, (iii) the Massachusetts Predatory Home Loan Practices Act,     
effective November 7, 2004 or (iv) the Indiana Home Loan Practices Act,         
effective January 1, 2005.                                                      

Section 2.02 Acceptance by Trustee.                     

          The Trustee acknowledges the receipt of, subject to the provisions
of Section 2.01 and subject to the review described below and any exceptions    
noted on the exception report described in the next paragraph below, the        
documents referred to in Section 2.01 above and all other assets included in the
definition of "Trust Fund" and declares that it holds and will hold such        
documents and the other documents delivered to it constituting a Mortgage File, 
and that it holds or will hold all such assets and such other assets included in
the definition of "Trust Fund" in trust for the exclusive use and benefit of all
present and future Certificateholders.                                          

         The Trustee agrees, for the benefit of the Certificateholders, to
review each Mortgage File within 60 days after the Closing Date (or, with       
respect to any document delivered after the Startup Day, within 60 days of      
receipt and with respect to any Qualified Substitute Mortgage, within 60 days   
after the assignment thereof) and to certify in substantially the form attached 
hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan
Schedules (other than any Mortgage Loan paid in full or any Mortgage Loan       
specifically identified in the exception report annexed thereto as not being    
covered by such certification), (i) all documents required to be delivered to it
pursuant to Section 2.01 of this Agreement are in its possession, (ii) such     
documents have been reviewed by it and have not been mutilated, damaged or torn 
and relate to such Mortgage Loan and (iii) based on its examination and only as 
to the foregoing, the information set forth in the Mortgage Loan Schedules that 
corresponds to items (1), (2), (3), (10) and (22) of the Mortgage Loan Schedules
accurately reflects information set forth in the Mortgage File. It is herein    
acknowledged that, in conducting such review, the Trustee is under no duty or   
obligation to inspect, review or examine any such documents, instruments,       
certificates or other papers to determine that they are genuine, enforceable, or
appropriate for the represented purpose or that they have actually been recorded
or that they are other than what they purport to be on their face.              

         Prior to the first anniversary date of this Agreement the Trustee
shall deliver to the Depositor, the Servicer and the NIMS Insurer a final       
certification in the form annexed hereto as Exhibit F-2 evidencing the          
completeness of the Mortgage Files, with any applicable exceptions noted        
thereon.                                                                        

       If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the Trustee
finds any document or documents constituting a part of a Mortgage File to be    
missing or defective in any material respect, at the conclusion of its review   
the Trustee shall so notify the Seller, the Depositor, the NIMS Insurer and the 
Servicer. In addition, upon the discovery by the Originator, the Seller, the    
Depositor, the NIMS Insurer, the Trustee or the Servicer (or upon receipt by the
Trustee of written notification of such breach) of a breach of any of the       
representations and warranties made by the Originator in the Originator Mortgage
Loan Purchase Agreement or the Seller in the Mortgage Loan Purchase Agreement in
respect of any Mortgage Loan which materially adversely affects such Mortgage   
Loan or the interests of the related Certificateholders in such Mortgage Loan,  
the party discovering such breach shall give prompt written notice to the other 
parties.                                                                        

    The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans and the    
Related Documents, conveying good title thereto free and clear of any liens and 
encumbrances, from the Depositor to the Trustee and that such property not be   
part of the Depositor's estate or property of the Depositor in the event of any 
insolvency by the Depositor. In the event that such conveyance is deemed to be, 
or to be made as security for, a loan, the parties intend that the Depositor    
shall be deemed to have granted and does hereby grant to the Trustee, on behalf 
of the Trust, a first priority perfected security interest in all of the        
Depositor's right, title and interest in and to the Mortgage Loans and the      
Related Documents, and that this Agreement shall constitute a security agreement
under applicable law.                                                           

        Section 2.03 Repurchase or Substitution of Mortgage Loans by the
Originator or the Seller.                                                       

         (a) Upon discovery or receipt of written notice of any materially
defective document in, or that a document is missing from, a Mortgage File or of
the breach by the Originator or the Seller of any representation or warranty    
under the Originator Mortgage Loan Purchase Agreement or the Mortgage Loan      
Purchase Agreement, as applicable, in respect of any Mortgage Loan which        
materially adversely affects the value of such Mortgage Loan, Prepayment Charge 
or the interest therein of the Certificateholders, the Trustee shall promptly   
notify the Originator or the Seller, as the case may be, the Servicer and the   
NIMS Insurer of such defect, missing document or breach and request that, in the
case of a defective or missing document, the Seller cure such defect or deliver 
such missing document within 120 days from the date the Seller was notified of  
such missing document or defect or, in the case of a beach of a representation  
or warranty, request the Originator or the Seller, as applicable, cure such     
breach within 90 days from the date the Originator or the Seller, as the case   
may be, was notified of such breach. If the Seller does not deliver such missing
document or cure such defect or if the Originator or the Seller, as applicable, 
does not cure such breach in all material respects during such period, the      
Trustee shall enforce the Originator's or the Seller's obligation, as the case  
may be, under the Originator Mortgage Loan Purchase Agreement or the Mortgage   
Loan Purchase Agreement, as applicable, and cause the Originator or the Seller, 
as applicable, to repurchase such Mortgage Loan from the Trust Fund at the      
Purchase Price on or prior to the Determination Date following the expiration of
such period (subject to Section 2.03(d)). The Purchase Price for the repurchased
Mortgage Loan shall be deposited in the Collection Account, and the Trustee,    
upon receipt of written notice from the Servicer of such deposit, shall release 
to the Originator or the Seller, as applicable, the related Mortgage File and   
shall execute and deliver such instruments of transfer or assignment, in each   
case without recourse, as the Originator or the Seller, as applicable, shall    
furnish to it and as shall be necessary to vest in the Originator or the Seller,
as the case may be, any Mortgage Loan released pursuant hereto and the Trustee  
shall have no further responsibility with regard to such Mortgage File. In lieu 
of repurchasing any such Mortgage Loan as provided above, the Originator or the 
Seller, as the case may be, may cause such Mortgage Loan to be removed from the 
Trust Fund (in which case it shall become a Defective Mortgage Loan) and        
substitute one or more Eligible Substitute Mortgage Loans in the manner and     
subject to the limitations set forth in Section 2.03(c).                        

           With respect to the representations and warranties set forth in the
Originator Mortgage Loan Purchase Agreement and the Mortgage Loan Purchase      
Agreement that are made to the best of the Originator's or the Seller's         
knowledge, as applicable, or as to which the Originator or the Seller, as the   
case may be, has no knowledge, if it is discovered by the Depositor, the        
Servicer, the NIMS Insurer or the Trustee that the substance of such            
representation and warranty is inaccurate and such inaccuracy materially and    
adversely affects the value of the related Mortgage Loan, Prepayment Charge or  
the interest therein of the Certificateholders then, notwithstanding the        
Originator's or the Seller's lack of knowledge with respect to the substance of 
such representation and warranty being inaccurate at the time the representation
or warranty was made, such inaccuracy shall be deemed a breach of the applicable
representation or warranty.                                                     

           It is understood and agreed that the representations and warranties
set forth in the Originator Mortgage Loan Purchase Agreement and the Mortgage   
Loan Purchase Agreement shall survive delivery of the Mortgage Files to the     
Trustee and the Closing Date and shall inure to the benefit of the              
Certificateholders notwithstanding any restrictive or qualified endorsement or  
assignment. It is understood and agreed that the obligations of the Originator  
and the Seller set forth in this Section 2.03(a) to cure, substitute for or     
repurchase a Mortgage Loan pursuant to the Originator Mortgage Loan Purchase    
Agreement or the Mortgage Loan Purchase Agreement, as applicable, and to pay the
Reimbursement Amount constitute the sole remedies available to the              
Certificateholders and to the Trustee on their behalf respecting a breach of the
representations and warranties contained in the Mortgage Loan Purchase          
Agreement.                                                                      

            The representations and warranties of the Originator with respect to
the Mortgage Loans in the Originator Mortgage Loan Purchase Agreement, which    
have been assigned to the Trustee hereunder, were made as of the dates specified
in the Originator Mortgage Loan Purchase Agreement. To the extent that any fact,
condition or event with respect to a Mortgage Loan constitutes a breach of both 
(i) a representation or warranty of the Originator under the Originator Mortgage
Loan Purchase Agreement and (ii) a representation or warranty of the Seller     
under the Mortgage Loan Purchase Agreement (other than Seller's representations 
with respect to predatory and abusive lending laws in Section 3.01(k) and       
3.01(t) of the Mortgage Loan Purchase Agreement), the only right or remedy of   
the Trustee or of any Certificateholder shall be the Trustee's right to enforce 
the obligations of the Originator under any applicable representation or        
warranty made by it. The Trustee acknowledges that the Seller shall have no     
obligation or liability with respect to any breach of a representation or       
warranty made by it with respect to the Mortgage Loans (except as otherwise set 
forth in this paragraph) if the fact, condition or event constituting such      
breach also constitutes a breach of a representation or warranty made by the    
Originator in the Originator Mortgage Loan Purchase Agreement, without regard to
whether the Originator fulfills its contractual obligations in respect of such  
representation or warranty. In addition, to the extent that any fact, condition 
or event with respect to a Mortgage Loan constitutes a breach of both (x) the   
Originator's representation with respect to predatory and abusive lending laws  
in Section 3.03(i) or 3.03(ddd) of the Originator Mortgage Loan Purchase        
Agreement and (y) the Seller's representation with respect to predatory and     
abusive lending laws in Section 3.01(k) or 3.01(t) of the Mortgage Loan Purchase
Agreement, the Originator shall be obligated to pay the Reimbursement Amount    
relating to such Mortgage Loan, and, to the extent the Originator fails to do   
so, the Trustee shall be entitled to enforce the Seller's obligation to pay such
Reimbursement Amount. In any event, the Reimbursement Amount shall be delivered 
to the Servicer for deposit into the Collection Account within 10 days from the 
date the Seller was notified by the Trustee of the Reimbursement Amount.        

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

      (c) Any substitution of Eligible Substitute Mortgage Loans for
Defective Mortgage Loans made pursuant to Section 2.03(a) must be effected prior
to the last Business Day that is within two years after the Closing Date. As to 
any Defective Mortgage Loan for which the Originator or the Seller substitutes  
an Eligible Substitute Mortgage Loan or Loans, such substitution shall be       
effected by the Originator or the Seller, as applicable, delivering to the      
Trustee for such Eligible Substitute Mortgage Loan or Loans, the Mortgage Note, 
the Mortgage, the Assignment to the Trustee, and such other documents and       
agreements, with all necessary endorsements thereon, as are required by Section 
2.01, together with an Officers' Certificate providing that each such Eligible  
Substitute Mortgage Loan satisfies the definition thereof and specifying the    
Substitution Adjustment Amount (as described below), if any, in connection with 
such substitution. The Trustee shall acknowledge receipt for such Eligible      
Substitute Mortgage Loan or Loans and, within ten Business Days thereafter,     
shall review such documents as specified in Section 2.02 and deliver to the     
Servicer and the NIMS Insurer, with respect to such Eligible Substitute Mortgage
Loan or Loans, a certification substantially in the form attached hereto as     
Exhibit F-1, with any applicable exceptions noted thereon. Within one year of   
the date of substitution, the Trustee shall deliver to the Servicer and the NIMS
Insurer a certification substantially in the form of Exhibit F-2 hereto with    
respect to such Eligible Substitute Mortgage Loan or Loans, with any applicable 
exceptions noted thereon. Monthly Payments due with respect to Eligible         
Substitute Mortgage Loans in the month of substitution are not part of the Trust
Fund and will be retained by the Originator or the Seller, as applicable. For   
the month of substitution, distributions to Certificateholders will reflect the 
collections and recoveries in respect of such Defective Mortgage Loan in the    
Collection Period or Prepayment Period, as applicable, preceding the date of    
substitution and the Depositor, the Originator or the Seller, as the case may   
be, shall thereafter be entitled to retain all amounts subsequently received in 
respect of such Defective Mortgage Loan. The Depositor shall give or cause to be
given written notice to the Certificateholders and the NIMS Insurer that such   
substitution has taken place, shall amend the applicable Mortgage Loan Schedule 
to reflect the removal of such Defective Mortgage Loan from the terms of this   
Agreement and the substitution of the Eligible Substitute Mortgage Loan or Loans
and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee  
and the NIMS Insurer. Upon such substitution, such Eligible Substitute Mortgage 
Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in
all respects to the terms of this Agreement and, in the case of a substitution  
effected by the Originator or the Seller, the Originator Mortgage Loan Purchase 
Agreement or the Mortgage Loan Purchase Agreement, as the case may be,          
including, in the case of a substitution effected by the Originator or the      
Seller, all applicable representations and warranties thereof included in the   
Originator Mortgage Loan Purchase Agreement or the Mortgage Loan Purchase       
Agreement, as the case may be, as of the date of substitution.                  

           For any month in which the Originator or the Seller substitutes one
or more Eligible Substitute Mortgage Loans for one or more Defective Mortgage   
Loans, the Servicer will determine the amount (the "Substitution Adjustment     
Amount"), if any, by which the aggregate Purchase Price of all such Defective   
Mortgage Loans exceeds the aggregate, as to each such Eligible Substitute       
Mortgage Loan, of the principal balance thereof as of the date of substitution, 
together with one month's interest on such principal balance at the applicable  
Net Mortgage Interest Rate. On the date of such substitution, the Originator or 
the Seller, as the case may be, will deliver or cause to be delivered to the    
Servicer for deposit in the Collection Account an amount equal to the           
Substitution Adjustment Amount, if any, and the Trustee, upon receipt of the    
related Eligible Substitute Mortgage Loan or Loans and notice by the Servicer of
such deposit, shall release to the Originator or the Seller, as applicable, the 
related Mortgage File or Files and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Originator or the 
Seller, as the case may be, shall deliver to it and as shall be necessary to    
vest therein any Defective Mortgage Loan released pursuant hereto.              

       In addition, the Originator or the Seller, as applicable, shall
obtain at its own expense and deliver to the Trustee and the NIMS Insurer an    
Opinion of Counsel to the effect that such substitution will not cause (a) any  
federal tax to be imposed on the Trust Fund, including without limitation, any  
federal tax imposed on "prohibited transactions" under Section 860F(a)(l) of the
Code or on "contributions after the startup date" under Section 860G(d)(l) of   
the Code, or (b) any REMIC to fail to qualify as a REMIC at any time that any   
Certificate is outstanding. If such Opinion of Counsel can not be delivered,    
then such substitution may only be effected at such time as the required Opinion
of Counsel can be given.                                                        

           (d) Upon discovery by the Originator, the Seller, the Servicer, the
NIMS Insurer or the Trustee that any Mortgage Loan does not constitute a        
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the  
party discovering such fact shall within two Business Days give written notice  
thereof to the other parties. In connection therewith, the Originator or the    
Seller, as applicable, shall repurchase or, subject to the limitations set forth
in Section 2.03(c), substitute one or more Eligible Substitute Mortgage Loans   
for the affected Mortgage Loan within 90 days of the earlier of discovery or    
receipt of such notice with respect to such affected Mortgage Loan. In addition,
upon discovery that a Mortgage Loan is defective in a manner that would cause it
to be a "defective obligation" within the meaning of Treasury Regulations       
relating to REMICs, the Originator or the Seller, as the case may be, shall cure
the defect or make the required purchase or substitution no later than 90 days  
after the discovery of the defect. Any such repurchase or substitution shall be 
made in the same manner as set forth in Section 2.03(a). The Trustee shall      
reconvey to the Originator or the Seller, as applicable, the Mortgage Loan to be
released pursuant hereto in the same manner, and on the same terms and          
conditions, as it would a Mortgage Loan repurchased for breach of a             
representation or warranty.                                                     

Section 2.04 [Reserved].                                

     Section 2.05 Representations, Warranties and Covenants of the
Servicer.                                                                       

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

          (i) The Servicer is a corporation duly organized, 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, except
for such licenses, certificates and permits the absence of which,   
      individually or in the aggregate, would not have a material adverse effect
     on the ability of the Servicer to conduct its business as it is presently
    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 Servicer or to ensure the enforceability or validity of
   each Mortgage Loan; the Servicer has the power and authority to execute
 and deliver this Agreement and to perform in accordance herewith; the
execution, delivery and performance of this Agreement (including all
      instruments of transfer to be delivered pursuant to this Agreement) by the
      Servicer and the consummation of the transactions contemplated hereby have
    been duly and validly authorized; and all requisite corporate action has
    been taken by the Servicer to make this Agreement valid and binding upon
the Servicer in accordance with its terms;                          

      (ii) The consummation of the transactions contemplated by this
     Agreement are in the ordinary course of business of the Servicer and will
not result in the breach of any term or provision of the articles of
   incorporation or by-laws of the Servicer or result in the breach of any
   term or provision of, or conflict with or constitute a default under or
result in the acceleration of any obligation under, any agreement,  
  indenture or loan or credit agreement or other instrument to which the
  Servicer or its property is subject, or result in the violation of any
     law, rule, regulation, order, judgment or decree to which the Servicer or
its property is subject;                                            

         (iii) The Servicer is an approved seller/servicer of conventional
residential mortgage loans for Fannie Mae or Freddie Mac, with the  
     facilities, procedures, and experienced personnel necessary for the sound
   servicing of mortgage loans of the same type as the Mortgage Loans. The
Servicer is a HUD approved mortgagee pursuant to Section 203 of the 
      National Housing Act and is in good standing to sell mortgage loans to and
  service mortgage loans for Fannie Mae or Freddie Mac, and no event has
  occurred, including but not limited to a change in insurance coverage,
     which would make the Servicer unable to comply with Fannie Mae or Freddie
      Mac eligibility requirements or which would require notification to either
Fannie Mae or Freddie Mac;                                          

           (iv) This Agreement, and all documents and instruments contemplated
   hereby which are executed and delivered by the Servicer, constitute and
 will constitute valid, legal and binding obligations of the Servicer,
enforceable in accordance with their respective terms, except as the
    enforcement thereof may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting the enforcement
     of creditors' rights generally (whether considered in a proceeding at law
or in equity);                                                      

         (v) 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 Agreement;                                                  

          (vi) There is no action, suit, proceeding or investigation pending
or, to its knowledge, threatened against the Servicer that, either  
individually 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
that would draw into question the validity or enforceability of this
  Agreement or of any action taken or to be taken in connection with the
    obligations of the Servicer contemplated herein, or that would be likely
 to impair materially the ability of the Servicer to perform under the
terms of this Agreement;                                            

        (vii) No consent, approval 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 Agreement or the
   consummation of the transactions contemplated by this Agreement, except
      for such consents, approvals, authorizations and orders, if any, that have
been obtained; and                                                  

            (viii) No information in this Agreement provided by the Servicer nor
      any information, certificate of an officer, statement furnished in writing
     or report delivered to the Trustee by the Servicer in connection with the
transactions contemplated hereby contains or will contain any untrue
  statement of a material fact or omits or will omit to state a material
      fact necessary in order to make the statements contained therein, in light
of the circumstances under which they were made, not misleading.    

          (ix) The Servicer has fully furnished, and shall continue to fully
   furnish for so long as it is servicing the Mortgage Loans hereunder, in
accordance with the Fair Credit Reporting Act and its implementing  
  regulations, accurate and complete information on the Mortgagor credit
      files to Equifax, Experian and Trans Union Credit Information Company on a
monthly basis.                                                      

            It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the Mortgage 
Files to the Trustee and shall inure to the benefit of the Trustee, the         
Depositor, the NIMS Insurer and the Certificateholders. Upon discovery by any of
the Depositor, the Servicer, the NIMS Insurer or the Trustee of a breach of any 
of the foregoing representations, warranties and covenants which materially and 
adversely affects the value of any Mortgage Loan, Prepayment Charge or the      
interests therein of the Certificateholders, the party discovering such breach  
shall give prompt written notice (but in no event later than two Business Days  
following such discovery) to the other parties hereto.                          

     Section 2.06 Representations and Warranties of the Depositor.

          The Depositor represents and warrants to the Trust and the Trustee
on behalf of the Certificateholders and to the Servicer and the NIMS Insurer as 
follows:                                                                        

            (i) This agreement constitutes a legal, valid and binding obligation
      of the Depositor, enforceable against the Depositor in accordance with its
    terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or 
 hereafter in effect affecting the enforcement of creditors' rights in
general and except as such enforceability may be limited by general 
 principles of equity (whether considered in a proceeding at law or in
equity);                                                            

          (ii) Immediately prior to the sale and assignment by the Depositor
      to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor
      had good and marketable title to each Mortgage Loan (insofar as such title
was conveyed to it by the Seller) subject to no prior lien, claim,  
  participation interest, mortgage, security interest, pledge, charge or
other encumbrance or other interest of any nature;                  

       (iii) As of the Closing Date, the Depositor has transferred all
   right, title interest in the Mortgage Loans to the Trustee on behalf of
the Trust;                                                          

        (iv) The Depositor has not transferred the Mortgage Loans to the
      Trustee on behalf of the Trust with any intent to hinder, delay or defraud
any of its creditors;                                               

            (v) The Depositor has been duly incorporated and is validly existing
      as a corporation in good standing under the laws of the State of Delaware,
     with full corporate power and authority to own its assets and conduct its
business as presently being conducted;                              

    (vi) The Depositor is not in violation of its certificate of
      incorporation or by-laws or in default in the performance or observance of
      any material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other 
instrument to which the Depositor is a party or by which it or its  
properties may be bound, which default might result in any material 
     adverse changes in the financial condition, earnings, affairs or business
of the Depositor or which might materially and adversely affect the 
properties or assets, taken as a whole, of the Depositor;           

          (vii) The execution, delivery and performance of this Agreement by
the Depositor, and the consummation of the transactions contemplated
    thereby, do not and will not result in a material breach or violation of
     any of the terms or provisions of, or, to the knowledge of the Depositor,
    constitute a default under, any indenture, mortgage, deed of trust, loan
  agreement or other agreement or instrument to which the Depositor is a
    party or by which the Depositor is bound or to which any of the property
      or assets of the Depositor is subject, nor will such actions result in any
      violation of the provisions of the certificate of incorporation or by-laws
 of the Depositor or, to the best of the Depositor's knowledge without
      independent investigation, any statute or any order, rule or regulation of
 any court or governmental agency or body having jurisdiction over the
    Depositor or any of its properties or assets (except for such conflicts,
  breaches, violations and defaults as would not have a material adverse
   effect on the ability of the Depositor to perform its obligations under
this Agreement);                                                    

   (viii) To the best of the Depositor's knowledge without any
  independent investigation, no consent, approval, authorization, order,
     registration or qualification of or with any court or governmental agency
      or body of the United States or any other jurisdiction is required for the
     issuance of the Certificates, or the consummation by the Depositor of the
    other transactions contemplated by this Agreement, except such consents,
    approvals, authorizations, registrations or qualifications as (a) may be
      required under State securities or Blue Sky laws, (b) have been previously
    obtained or (c) the failure of which to obtain would not have a material
 adverse effect on the performance by the Depositor of its obligations
under, or the validity or enforceability of, this Agreement; and    

        (ix) There are no actions, proceedings or investigations pending
before or, to the Depositor's knowledge, threatened by any court,   
     administrative agency or other tribunal to which the Depositor is a party
     or of which any of its properties is the subject: (a) which if determined
  adversely to the Depositor would have a material adverse effect on the
    business, results of operations or financial condition of the Depositor;
   (b) asserting the invalidity of this Agreement or the Certificates; (c)
      seeking to prevent the issuance of the Certificates or the consummation by
    the Depositor of any of the transactions contemplated by this Agreement,
   as the case may be; (d) which might materially and adversely affect the
     performance by the Depositor of its obligations under, or the validity or
enforceability of, this Agreement.                                  

            Section 2.07 Issuance of Certificates and the Uncertificated Regular
Interests.                                                                      

           The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery to it of the Mortgage Files, subject to the provisions of      
Sections 2.01 and 2.02, and the Trustee acknowledges the assignment to it of all
other assets included in the Trust Fund, receipt of which is hereby             
acknowledged. Concurrently with such assignment and delivery and in exchange    
therefor, the Trustee, pursuant to the Written Order to Authenticate executed by
an officer of the Depositor, has executed, and the Certificate Registrar has    
authenticated and delivered to or upon the order of the Depositor, the          
Certificates (other than the Class CE, Class P and Residual Certificates) in    
minimum dollar denominations or $25,000 and integral dollar multiples of $1 in  
excess. The Class CE and Class P Certificates are issuable only in minimum      
Percentage Interests of 10%. Each Class of Residual Certificate is issuable only
as a single certificate. The Trustee acknowledges the issuance of the           
uncertificated REMIC 1 Regular Interests and declares that it holds such regular
interests as assets of REMIC 2. The Trustee acknowledges the issuance of the    
uncertificated REMIC 2 Regular Interests and declares that it hold such regular 
interests as assets of REMIC 3. The Trustee acknowledges the issuance of the    
uncertificated REMIC 3 Regular Interests and declares that it hold such regular 
interests as assets of REMIC 4. The Trustee acknowledges the issuance of the    
uncertificated Class CE Interest and declares that it hold such regular interest
as assets of REMIC 5. The Trustee acknowledges the obligation of the Class CE   
Certificates to pay Cap Carryover Amounts and REMIC 4 Cap Carryover Amounts, and
declares that it holds the same as assets of the Grantor Trust on behalf of the 
Holders of the Class A-1SS, Class A-1MZ, Class A-2A, Class A-2B, Class A-2C,    
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,    
Class M-8, Class M-9, Class B-1 and Class B-2 Certificates, respectively, which 
shall be treated as beneficially owning the right to receive the Cap Carryover  
Amounts and REMIC 4 Cap Carryover Amounts from the Grantor Trust. In addition to
the assets described in the preceding sentence, the assets of the Grantor Trust 
shall also include (i) Prepayment Charges, any Originator Prepayment Charge     
Payment Amounts, any Servicer Prepayment Charge Payment Amounts and the         
beneficial interest of the Class P Certificates with respect thereto and (ii)   
the Interest Rate Swap Agreement, the Swap Account and the beneficial interest  
of the Class CE Certificates with respect thereto, subject to the obligation to 
pay Cap Carryover Amounts and REMIC 4 Cap Carryover Amounts. The interests      
evidenced by the Certificates constitute the entire beneficial ownership        
interest in the Trust Fund.                                                     

 ARTICLE III

ADMINISTRATION AND SERVICING
 OF THE TRUST FUND

Section 3.01 Servicer to Act as Servicer.               

         The Servicer, as independent contract servicer, shall service and
administer the Mortgage Loans in accordance with this Agreement and the normal  
and usual standards of practice of prudent mortgage servicers servicing similar 
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, and shall have full power and authority, acting alone, to do or cause
to be done any and all things in connection with such servicing and             
administration which the Servicer may deem necessary or desirable and consistent
with the terms of this Agreement (the "Servicing Standard").                    

            Consistent with the terms of this Agreement, the Servicer may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of  
strict compliance with any such term or in any manner grant indulgence to any   
Mortgagor if in the Servicer's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the       
Certificateholders; provided, however, that the Servicer shall not make future  
advances and, except as set forth in the following sentence or Section 3.03, the
Servicer shall not permit any modification with respect to any Mortgage Loan    
that would (i) change the Mortgage Interest Rate, defer or forgive the payment  
thereof of any principal or interest payments, reduce the outstanding principal 
amount (except for actual payments of principal) or extend the final maturity   
date with respect to such Mortgage Loan, (ii) affect adversely the status of any
REMIC constituting part of the Trust Fund as a REMIC, or (iii) cause any such   
REMIC to be subject to a tax on "prohibited transactions" or "contributions"    
pursuant to the REMIC Provisions. In the event that the Mortgagor is in default 
with respect to the Mortgage Loan or such default is, in the judgment of the    
Servicer, reasonably foreseeable, the Servicer may permit a modification of such
Mortgage Loan to reduce the Principal Balance thereof and/or extend the term,   
but not beyond the latest maturity date of any other Mortgage Loan.             
Notwithstanding the foregoing, the Servicer shall not permit any modification   
with respect to any Mortgage Loan that would both (x) effect an exchange or     
reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury      
Regulations and (y) cause any REMIC constituting part of the Trust Fund 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. The NIMS Insurer's prior written consent shall be required for any  
modification, waiver or amendment if the aggregate number of outstanding        
Mortgage Loans which have been modified, waived or amended exceeds 5% of the    
number of Mortgage Loans as of the Cut-off Date. Without limiting the generality
of the foregoing, the Servicer shall continue, and is hereby authorized and     
empowered to execute and deliver on behalf of itself, and the Trustee, all      
instruments of satisfaction or cancellation, or of partial or full release,     
discharge and all other comparable instruments, with respect to the Mortgage    
Loans and with respect to the Mortgaged Property. The Servicer shall make all   
required Servicing Advances and shall service and administer the Mortgage Loans 
in accordance with Applicable Regulations, and shall provide to the Mortgagor   
any reports required to be provided to them thereby. The Trustee shall execute  
and deliver to the Servicer within at least fifteen (15) Business Day of        
receipt, upon request, any powers of attorney furnished to it by the Servicer   
empowering the Servicer to execute and deliver instruments of satisfaction or   
cancellation, or of partial or full release or discharge, and to foreclose upon 
or otherwise liquidate any Mortgaged Property, and to appeal, prosecute or      
defend in any court action relating to the Mortgage Loans or the Mortgaged      
Properties, in accordance with this Agreement, and the Trustee shall execute and
deliver such other documents as the Servicer may request, necessary or          
appropriate to enable the Servicer to service and administer the Mortgage Loans 
and carry out its duties hereunder, in each case in accordance with Servicing   
Standard (and the Trustee shall have no liability for misuse of any such powers 
of attorney by the Servicer). Notwithstanding anything contained herein to the  
contrary, the Servicer shall not without the Trustee's written consent: (i)     
initiate any action, suit or proceeding solely under the Trustee's name without 
indicating the Servicer's representative capacity or (ii) take any action with  
the intent to cause, and which results in, the Trustee being registered to do   
business in any state.                                                          

       In servicing and administering the Mortgage Loans, the Servicer
shall employ procedures including collection procedures and exercise the same   
care that it customarily employs and exercises in servicing and administering   
mortgage loans for its own account giving due consideration to accepted mortgage
servicing practices of prudent lending institutions and the Certificateholders' 
reliance on the Servicer.                                                       

           The Servicer shall give prompt notice to the Trustee of any action,
of which the Servicer has actual knowledge, to (i) assert a claim against the   
Trust Fund or (ii) assert jurisdiction over the Trust Fund.                     

          Notwithstanding anything in this Agreement to the contrary, in the
event of a voluntary Principal Prepayment in full of a Mortgage Loan, the       
Servicer may not waive any Prepayment Charge or portion thereof required by the 
terms of the related Mortgage Note unless (i)(a) the Servicer determines that   
such waiver is standard and customary in servicing similar mortgage loans, (b)  
such waiver relates to a default or a reasonably foreseeable default and (c)    
would, in the reasonable judgment of the Servicer, maximize recovery of         
Liquidation Proceeds for such Mortgage Loan, taking into account the value of   
such Prepayment Charge, or (ii) the enforceability thereof is limited (1) by    
bankruptcy, insolvency, moratorium, receivership, or other similar law relating 
to creditors' rights generally or (2) due to acceleration in connection with a  
foreclosure or other involuntary payment. If the Servicer has waived or does not
collect all or a portion of a Prepayment Charge relating to a voluntary         
Principal Prepayment in full due to any action or omission of the Servicer,     
other than as provided above, the Servicer shall, on the date on which the      
Principal Prepayment in full is remitted to the Trustee, deliver to the Trustee 
the Servicer Prepayment Charge Amount with respect to such Mortgage Loan for    
distribution in accordance with the terms of this Agreement.                    

     In the event that a Prepayment Charge due with respect to any
Mortgage Loan is not timely received by the Servicer, the Servicer shall use    
commercially reasonable efforts to determine whether the Originator is obligated
to pay a related Originator Prepayment Charge Payment Amount, and if the        
Servicer determines that a Originator Prepayment Charge Payment Amount is due,  
the Servicer shall promptly notify the Originator, and the Servicer shall       
enforce the Originator's obligations to pay in a timely manner any such         
Originator Prepayment Charge Payment Amounts and, to the extent that such       
amounts are received by the Servicer, shall cause such amounts to be deposited  
into the Collection Account within one Business Day of receipt.                 

Section 3.02 Collection of Mortgage Loan Payments.      

          Continuously from the date hereof until the principal and interest
on all Mortgage Loans are paid in full or as long as the Mortgage Loan remains  
subject to this Agreement, the Servicer will diligently collect all payments due
under each Mortgage Loan when the same shall become due and payable and shall,  
to the extent such procedures shall be consistent with this Agreement and       
Applicable Regulations, follow such collection procedures as it follows with    
respect to mortgage loans comparable to the Mortgage Loans and held for its own 
account. Further, the Servicer will take special care in ascertaining and       
estimating on escrowed Mortgage Loans annual ground rents, taxes, assessments,  
water rates, fire and hazard insurance premiums, mortgage insurance premiums,   
and all other charges that, as provided in the Mortgage, will become due and    
payable to that end that the installments payable by the Mortgagors will be     
sufficient to pay such charges as and when they become due and payable.         

Section 3.03 Realization Upon Defaulted Mortgage Loans. 

        In the event that any payment due under any Mortgage Loan is not
paid when the same becomes due and payable, or in the event the Mortgagor fails 
to perform any other covenant or obligation under the Mortgage Loan and such    
failure continues beyond any applicable grace period, the Servicer shall take   
such action as it shall deem to be in the best interest of the                  
Certificateholders. With respect to any defaulted Mortgage Loan, the Servicer   
shall have the right to review the status of the related forbearance plan and,  
subject to the second paragraph of Section 3.01, may modify such forbearance    
plan; including extending the Mortgage Loan repayment date for a period of one  
year or reducing the Mortgage Interest Rate up to 50 basis points.              

          In connection with a foreclosure or other conversion, the Servicer
shall exercise such rights and powers vested in it hereunder and use the same   
degree of care and skill in its exercise as prudent mortgage servicers would    
exercise or use under the circumstances in the conduct of their own affairs and 
consistent with Applicable Regulations and the Servicing Standards, including,  
without limitation, advancing funds for the payment of taxes and insurance      
premiums.                                                                       

           Notwithstanding the foregoing provisions of this Section 3.03, with
respect to any Mortgage Loan as to which the Servicer has received actual notice
of, or has actual knowledge of, the presence of any toxic or hazardous substance
on the related Mortgaged Property, the Servicer shall not either (i) obtain     
title to such Mortgaged Property as a result of or in lieu of foreclosure or    
otherwise, or (ii) otherwise acquire possession of, or take any other action    
with respect to, such Mortgaged Property if, as a result of any such action, the
Trust would be considered to hold title to, to be a mortgagee-in-possession of, 
or to be an owner or operator of such Mortgaged Property within the meaning of  
the Comprehensive Environmental Response, Compensation and Liability Act of     
1980, as amended from time to time, or any comparable law, unless the Servicer  
has received the prior written consent of the NIMS Insurer and has received a   
prudent report prepared by a Person who regularly conducts environmental audits 
using customary industry standards, that:                                       

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

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

       The cost of the environmental audit report contemplated by this
Section 3.03 shall be advanced by the Servicer, subject to the Servicer's right 
to be reimbursed therefor from the Collection Account as provided in Section    
3.05(iv).                                                                       

         If the Servicer determines, as described above, that it is in the
best economic interest of the Certificateholders to take such actions as are    
necessary to bring any such Mortgaged Property into compliance with applicable  
environmental laws, or to take such action with respect to the containment,     
clean-up or remediation of hazardous substances, hazardous materials, hazardous 
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the Servicer shall take such action as it deems to be in the best economic      
interest of the Certificateholders. The cost of any such compliance,            
containment, clean-up or remediation shall be advanced by the Servicer, subject 
to the Servicer's right to be reimbursed therefor from the Collection Account as
provided in Section 3.05.                                                       

 Section 3.04 Collection Account and Distribution Account.

         (a) The Servicer shall segregate and hold all funds collected and
received pursuant to each Mortgage Loan separate and apart from any of its own  
funds and general assets and shall establish and maintain one or more Collection
Accounts. Each Collection Account shall be an Eligible Account.                 

            The Servicer shall deposit or cause to be deposited on a daily basis
and in no event more than one Business Day after receipt thereof in the clearing
account (which must be an Eligible Account) in which it customarily deposits    
payments and collections on mortgage loans in connection with its mortgage loan 
servicing activities, and shall thereafter deposit in the Collection Account, in
no event more than one Business Day after deposit of such funds in the clearing 
account, and retain therein, the following payments and collections received or 
made by it after the Cut-off Date with respect to the Mortgage Loans (other than
in respect of principal and interest due on or before the Cut-off Date):        

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

      (ii) all payments on account of interest on the Mortgage Loans
      adjusted to the Mortgage Interest Rate less the Servicing Fee Rate and any
Prepayment Interest Excess;                                         

     (iii) all Liquidation Proceeds and any Subsequent Recoveries;

    (iv) all Insurance Proceeds including amounts required to be
     deposited pursuant to Section 3.10, other than proceeds to be held in the
    Escrow Account and applied to the restoration or repair of the Mortgaged
   Property or released to the Mortgagor in accordance with the Servicer's
normal servicing procedures, the loan documents or applicable law;  

            (v) all Condemnation Proceeds affecting any Mortgaged Property which
      are not released to the Mortgagor in accordance with the Servicer's normal
servicing procedures, the loan documents or applicable law;         

    (vi) any amounts required to be deposited by the Servicer in
connection with any REO Property pursuant to Section 3.13;          

            (vii) all Prepayment Charges collected by the Servicer in connection
     with the voluntary Principal Prepayment in full of any Mortgage Loan, all
   Originator Prepayment Charge Payment Amounts paid by the Originator and
     all Servicer Prepayment Charge Payment Amounts required to be paid by the
   Servicer pursuant to Section 3.01 in connection with any such Principal
Prepayment; and                                                     

            (viii) all amounts required to be deposited by the Servicer pursuant
to Section 2.03.                                                    

       Any interest paid on funds deposited in the Collection Account,
subject to Section 3.25, shall accrue to the benefit of the Servicer and the    
Servicer shall be entitled to retain and withdraw such interest from the        
Collection Account pursuant to Section 3.05(v). The foregoing requirements for  
deposit from 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, bad check fees, prepayment charges that are not 
Prepayment Charges, Originator Prepayment Charge Payment Amounts or Servicer    
Prepayment Charge Payment Amounts, assumption fees and other similar fees need  
not be deposited by the Servicer in the Collection Account. Amounts deposited in
the Collection Account in error may be withdrawn by the Servicer at any time.   

        (b) On behalf of the Trust Fund, the Trustee shall establish and
maintain one or more accounts (such account or accounts, the "Distribution      
Account"), held in trust for the benefit of the Certificateholders. On behalf of
the Trust Fund, the Servicer shall deliver to the Trustee in immediately        
available funds for deposit in the Distribution Account by 1:00 p.m. New York   
time on the Servicer Remittance Date, (i) that portion of the Available Funds   
(calculated without regard to the references in the definition thereof to       
amounts that may be deposited to the Distribution Account from a different      
source as provided herein) then on deposit in the Collection Account, (ii) the  
amount of all Prepayment Charges collected by the Servicer in connection with   
the voluntary Principal Prepayment in full of any of the Mortgage Loans then on 
deposit in the Collection Account (other than any such Prepayment Charges       
received after the related Prepayment Period) and (iii) any Originator          
Prepayment Charge Payment Amount or any Servicer Prepayment Charge Payment      
Amount. Amounts in the Distribution Account shall be deemed to be held on behalf
of the related REMICs and the Grantor Trust in accordance with the REMIC        
distributions set forth in Section 4.08. The Trustee shall be entitled to       
withdraw from the Distribution Account any amounts owing to it pursuant to      
Section 8.05 and Section 9.01(c) prior to the distribution of any amounts on    
deposit to the Certificateholders; provided, however, the Trustee shall provide 
the Depositor, the NIMS Insurer and the Servicer with a written account of such 
amounts five Business Days prior to withdrawing such funds. In connection with  
any failure by the Servicer to make any remittance required to be made by the   
Servicer to the Trustee for deposit in the Distribution Account on the day and  
by the time such remittance is required to be made under the terms of this      
Section 3.04(b) (without giving effect to any grace or cure period), the        
Servicer shall pay to the Trustee for the account of the Trustee interest at the
prime rate of United States money center commercial banks as published in The   
Wall Street Journal on any amount not timely remitted from and including the day
such remittance was required to be made to, but not including, the day on which 
such remittance was actually made.                                              

            (c) Funds in the Collection Account and the Distribution Account may
be invested in Eligible Investments in accordance with the provisions set forth 
in Section 3.25. The Servicer shall give notice to the Trustee and the NIMS     
Insurer of the location of the Collection Account maintained by it when         
established and prior to any change thereof. The Trustee shall give notice to   
the Servicer, the NIMS Insurer and the Depositor of the location of the         
Distribution Account when established and prior to any change thereof.          

      (d) In the event the Servicer shall deliver to the Trustee for
deposit in the Distribution Account any amount not required to be deposited     
therein, it may at any time request that the Trustee withdraw such amount from  
the Distribution Account and remit to the Servicer any such amount, any         
provision herein to the contrary notwithstanding. In addition, the Servicer     
shall deliver to the Trustee from time to time for deposit, and the Trustee     
shall so deposit, in the Distribution Account in respect of REMIC 1:            

(i) any Advances, as required pursuant to Section 4.07; 

  (ii) any Stayed Funds, as soon as permitted by the federal
bankruptcy court having jurisdiction in such matters;               

         (iii) any amounts required to be delivered by the Servicer to the
      Trustee for deposit in the Distribution Account pursuant to Sections 2.03,
3.04, 3.13, 3.15, 3.23, 3.24, 4.07 or 10.01; and                    

          (iv) any amounts required to be deposited by the Servicer pursuant
   to Section 3.11 in connection with the deductible clause in any blanket
    hazard insurance policy, such deposit being made from the Servicer's own
funds, without reimbursement therefor.                              

       (e) Promptly upon receipt of any Stayed Funds, whether from the
Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, 
the Trustee shall notify the Servicer of such receipt and deposit such funds in 
the Distribution Account, subject to withdrawal thereof as permitted hereunder. 
In addition, the Trustee shall deposit in the Distribution Account any amounts  
required to be deposited pursuant to Section 3.25(b) in connection with losses  
realized on Eligible Investments with respect to funds held in the Distribution 
Account.                                                                        

        (f) Any Prepayment Charges, Originator Prepayment Charge Payment
Amounts and Servicer Prepayment Charge Payment Amounts deposited pursuant to    
Section 3.04(a)(vii) shall not be assets of any REMIC created hereunder, but    
shall be considered assets of the Grantor Trust held by the Trustee for the     
benefit of the Class P Certificateholders.                                      

       Section 3.05 Permitted Withdrawals From the Collection Account.

         The Servicer may, from time to time, withdraw from the Collection
Account for the following purposes:                                             

      (i)    to remit to the Trustee for deposit in the Distribution
    Account the amounts required to be so remitted pursuant to Section 3.04(b)
  or permitted to be so remitted pursuant to the first sentence of Section
3.04(d);                                                              

           (ii)   to reimburse itself for (a) any unreimbursed Advances to the
 extent of amounts received which represent Late Collections (net of the
related Servicing Fees) of Monthly Payments, Liquidation Proceeds and 
  Insurance Proceeds on Mortgage Loans with respect to which such Advances
were made in accordance with the provisions of Section 4.07; (b) any  
   unreimbursed Advances with respect to the final liquidation of a Mortgage
 Loan that are Nonrecoverable Advances, but only to the extent that Late
Collections, Liquidation Proceeds and Insurance Proceeds received with
  respect to such Mortgage Loan are insufficient to reimburse the Servicer
for such unreimbursed Advances; or (c) subject to Section 4.07(b), any
     unreimbursed Advances to the extent of funds held in the Collection Account
   for future distribution that were not included in Available Funds for the
preceding Distribution Date;                                          

         (iii)  to reimburse itself for (a) any unpaid Servicing Fees, (b)
     any unreimbursed Servicing Advances with respect to each Mortgage Loan, but
     only to the extent of any Late Collections, Liquidation Proceeds, Insurance
   Proceeds and condemnation proceeds received with respect to such Mortgage
    Loan, and (c) any Servicing Advances with respect to the final liquidation
     of a Mortgage Loan that are Nonrecoverable Advances, but only to the extent
     that Late Collections, Liquidation Proceeds and Insurance Proceeds received
with respect to such Mortgage Loan are insufficient to reimburse the  
Servicer for Servicing Advances;                                      

            (iv)   to reimburse itself for any amounts paid or expenses incurred
pursuant to Section 3.03 (and not otherwise previously reimbursed);   

          (v)    to pay to itself as servicing compensation (a) any interest
earned on funds in the Collection Account (all such interest to be    
  withdrawn monthly not later than each Servicer Remittance Date), (b) the
   Servicing Fee from that portion of any payment or recovery as to interest
to a particular Mortgage Loan to the extent not retained pursuant to  
Section 3.04(a)(ii) and (c) any Prepayment Interest Excess;           

         (vi)   to pay or reimburse itself for any amounts payable or paid
 pursuant to Section 6.03 (and not otherwise previously reimbursed); and

     (vii)  to clear and terminate the Collection Account upon the
termination of this Agreement.                                        

     The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. 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.                                                

         Section 3.06 Establishment of Escrow Accounts; Deposits in Escrow
Accounts.                                                                       

     The Servicer shall segregate and hold all funds collected and
received pursuant to each Mortgage Loan which constitute Escrow Payments        
separate and apart from any of its own funds and general assets and shall       
establish and maintain one or more Escrow Accounts, in the form of time deposit 
or demand accounts. A copy of such letter agreement shall be furnished to the   
Trustee upon request. The Escrow Account shall be an Eligible Account.          

            The Servicer shall deposit or cause to be deposited on a daily basis
and in no event more than one Business Day after receipt thereof in the clearing
account (which must be an Eligible Account) in which it customarily deposits    
payments and collections on mortgage loans in connection with its mortgage loan 
servicing activities, and shall thereafter deposit in the Escrow Account or     
Accounts, in no event more than one Business Day after deposit of such funds in 
the clearing account, and retain therein, (i) all Escrow Payments collected on  
account of the Mortgage Loans, for the purpose of effecting timely payment of   
any such items as required under the terms of this Agreement, and (ii) all      
Insurance Proceeds which are to be applied to the restoration or repair of any  
Mortgaged Property. The Servicer shall make withdrawals therefrom only to effect
such payments as are required under this Agreement, and for such other purposes 
as shall be set forth in, or in accordance with, Section 3.07. The Servicer     
shall be entitled to retain any interest paid on funds deposited in the Escrow  
Account by the depository institution other than interest on escrowed funds     
required by law to be paid to the Mortgagor and, to the extent required by the  
related Mortgage Loan or Applicable Regulations, the Servicer shall pay interest
on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is   
non-interest bearing or that interest paid thereon is insufficient for such     
purposes.                                                                       

Section 3.07 Permitted Withdrawals From Escrow Account. 

           Withdrawals from the Escrow Account may be made by the Servicer (i)
to effect timely payments of ground rents, taxes, assessments, water rates,     
fire, flood and hazard insurance premiums and comparable items in a manner and  
at a time that assures that the lien priority of the Mortgage is not jeopardized
(or, with respect to the payment of taxes, in a manner and at a time that avoids
the loss of the Mortgaged Property due to a tax sale or the foreclosure as a    
result of a tax lien), (ii) to reimburse the Servicer for any Servicing Advance 
made by the Servicer with respect to a related Mortgage Loan but only from      
amounts received on the related Mortgage Loan which represent late payments or  
Late Collections of Escrow Payments thereunder with respect to taxes and        
assessments and with respect to hazard insurance, (iii) to refund to the        
Mortgagor any funds as may be determined to be overages, (iv) for transfer to   
the Collection Account in accordance with the terms of this Agreement, (v) for  
application to restoration or repair of the Mortgaged Property, (vi) to pay to  
the Servicer, or to the Mortgagor to the extent required by the related Mortgage
Loan or Applicable Regulations, any interest paid on the funds deposited in the 
Escrow Account, (vii) to clear and terminate the Escrow Account on the          
termination of this Agreement, or (viii) to transfer to the Collection Account  
any insurance proceeds. As part of its servicing duties, the Servicer shall pay 
to the Mortgagor interest on funds in the Escrow Account, to the extent required
by the related Mortgage Loan or Applicable Regulations, and to the extent that  
interest earned on funds in the Escrow Account is insufficient, shall pay such  
interest from its own funds, without any reimbursement therefor.                

         In the event the Servicer shall deposit in the Escrow Account any
amount not required to be deposited therein, it may at any time withdraw such   
amount from the Escrow Account, any provision herein to the contrary            
notwithstanding.                                                                

   Section 3.08 Payment of Taxes, Insurance and Other Charges;
Collections Thereunder.                                                         

   With respect to each Mortgage Loan that provides for Escrow
Payments, the Servicer shall maintain accurate records reflecting the status of 
ground rents, taxes, assessments, water rates and other charges which are or may
become a lien upon the Mortgaged Property and the status of fire, flood and     
hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment of
taxes, assessments, hazard insurance premiums, and comparable items in a manner 
and at a time that assures that the lien priority of the Mortgage is not        
jeopardized (or, with respect to the payment of taxes, in a manner and at a time
that avoids the loss of the Mortgaged Property due to a tax sale or the         
foreclosure as a result of a tax lien). To the extent that the Mortgage does not
provide for Escrow Payments, the Servicer shall use its best efforts to         
determine that any such payments are made by the Mortgagor at the time they     
first become due. If any such payment has not been made, the Servicer will      
advance or cause to be advanced funds necessary to avoid the lapse of insurance 
coverage on the Mortgaged Property and to assure that no Mortgaged Property is  
lost to a tax sale or foreclosure as a result of a tax lien.                    

Section 3.09 Transfer of Accounts.                      

       The Servicer may transfer the Collection Account and the Escrow
Account to a different depository institution from time to time. Upon such      
transfer, the Servicer shall deliver to the Trustee, the NIMS Insurer and the   
Depositor, a certification or letter agreement, as the case may be, as required 
pursuant to Sections 3.04 and 3.06.                                             

Section 3.10 Maintenance of Hazard Insurance.           

        The Servicer shall cause to be maintained for each Mortgage Loan
fire and hazard insurance with extended coverage as is customary in the area    
where the Mortgaged Property is located in an amount which is at least equal to 
the lesser of (i) the amount necessary to fully compensate for any damage or    
loss to the improvements which are a part of such property on a replacement cost
basis or (ii) the Principal Balance of the Mortgage Loan, in each case in an    
amount not less than such amount as is necessary to prevent the Mortgagor and/or
the Mortgagee from becoming a co-insurer. If the Mortgaged Property is in an    
area identified in the Federal Register by the Flood 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 meeting the       
requirements of the current guidelines of the Federal Insurance Administration  
with a generally acceptable insurance carrier, in an amount representing        
coverage not less than the least of (i) the Principal Balance of the Mortgage   
Loan, (ii) the maximum insurable value of the improvements securing such        
Mortgage Loan or (iii) the maximum amount of insurance which is available under 
the National Flood Insurance Act of 1968, as amended. The Servicer shall also   
maintain on the REO Property for the benefit of the Certificateholders, (x) fire
and hazard insurance with extended coverage in an amount which is at least equal
to the lesser of (i) 100% of the maximum insurable value of the improvements    
securing the Mortgage Loan and (ii) the outstanding Principal Balance of the    
Mortgage Loan at the time it became an REO Property, (y) public liability       
insurance and, (z) to the extent required and available under the National Flood
Insurance Act of 1968, as amended, flood insurance in an amount as provided     
above. Any amounts collected by the Servicer under any such policies other than 
amounts to be deposited in the Escrow Account and applied to the restoration or 
repair of the Mortgaged Property or REO Property, or released to the Mortgagor  
in accordance with the Servicer's normal servicing procedures, shall be         
deposited in the Collection Account, subject to withdrawal pursuant to Section  
3.05. It is understood and agreed that no earthquake or other additional        
insurance is required to be maintained by the Servicer or the Mortgagor or      
maintained on property acquired in respect of the Mortgage Loan, other than     
pursuant to such Applicable Regulations as shall at any time be in force and as 
shall require such additional insurance. All such policies shall be endorsed    
with standard mortgagee clauses with loss payable to the Servicer and shall     
provide for at least thirty days prior written notice of any cancellation,      
reduction in the amount of or material change in coverage to the Servicer. The  
Servicer shall not interfere with the Mortgagor's freedom of choice in selecting
either his insurance carrier or agent, provided, however, that the Servicer     
shall not accept any such insurance policies from insurance companies unless    
such companies currently reflect a general policy rating of B:III or better in  
Best's Key Rating Guide and are licensed to do business in the state wherein the
property subject to the policy is located.                                      

         Section 3.11 Maintenance of Mortgage Impairment Insurance Policy.

          In the event that the Servicer shall obtain and maintain a blanket
policy issued by an insurer that has a general policy rating of B:III or better 
in Best's Key Rating Guide insuring against hazard losses on all of the Mortgage
Loans, then, to the extent such policy provides coverage in an amount equal to  
the amount required pursuant to Section 3.10 and otherwise complies with all    
other requirements of Section 3.10, it shall conclusively be deemed to have     
satisfied its obligations as set forth in Section 3.10, 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 Section 3.10,
and there shall have been a loss which would have been covered by such policy,  
deliver to the Trustee for deposit in the Distribution Account the amount not   
otherwise payable under the blanket policy because of such deductible clause,   
which amount shall not be reimbursable to the Servicer from the Trust Fund. In  
connection with its activities as servicer of the Mortgage Loans, the Servicer  
agrees to prepare and present, on behalf of the Trustee, claims under any such  
blanket policy in a timely fashion in accordance with the terms of such policy. 
Upon request of the Trustee, the Servicer shall cause to be delivered to the    
Trustee a certified true copy of such policy and a statement from the insurer   
thereunder that such policy shall in no event be terminated or materially       
modified without thirty days prior written notice to the Trustee.               

   Section 3.12 Fidelity Bond, Errors and Omissions Insurance.

           The Servicer shall maintain, at its own expense, a blanket fidelity
bond (the "Fidelity Bond") and an errors and omissions insurance policy, with   
broad coverage with financially responsible companies on all officers, employees
or other persons acting in any capacity with regard to the Mortgage Loans to    
handle funds, money, documents and papers relating to the Mortgage Loans. The   
Fidelity Bond and errors and omissions insurance shall be in the form of the    
Mortgage Banker's Blanket Bond and shall protect and insure the Servicer against
losses, including forgery, theft, embezzlement, fraud, errors and omissions and 
negligent acts of such persons. Such Fidelity Bond shall also protect and insure
the Servicer against losses in connection with the failure to maintain any      
insurance policies required pursuant to this Agreement and the release or       
satisfaction of a Mortgage Loan without having obtained payment in full of the  
indebtedness secured thereby. No provision of this Section 3.12 requiring the   
Fidelity Bond and errors and omissions insurance shall diminish or relieve the  
Servicer from its duties and obligations as set forth in this Agreement. The    
minimum coverage under any such bond and insurance policy shall be at least     
equal to the corresponding amounts required by Fannie Mae in the Fannie Mae MBS 
Selling and Servicing Guide or by Freddie Mac in the Freddie Mac Servicer's     
Guide. Upon request of the Trustee or the NIMS Insurer, the Servicer shall cause
to be delivered to the requesting party a certified true copy of the Fidelity   
Bond and errors and omissions insurance policy and a statement from the surety  
and the insurer that such Fidelity Bond and errors and omissions insurance      
policy shall in no event be terminated or materially modified without thirty    
days' prior written notice to the Trustee.                                      

       Section 3.13 Title, Management and Disposition of REO Property.

          (a) In the event that title to a Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale  
shall be taken (pursuant to a limited power of attorney to be provided by the   
Trustee to the Servicer) in the name of the Trustee or its nominee, on behalf of
the Certificateholders, or in the event the Trustee is not authorized or        
permitted to hold title to real property in the state where the REO Property is 
located, or would be adversely affected under the "doing business" or tax laws  
of such state by so holding title, the deed or certificate of sale shall be     
taken in the name of such Person or Persons as shall be consistent with an      
Opinion of Counsel obtained by the Servicer from an attorney duly licensed to   
practice law in the state where the REO Property is located. Any Person or      
Persons holding such title other than the Trustee shall acknowledge in writing  
that such title is being held as nominee for the benefit of the Trustee.        

         (b) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a    
Mortgage Loan, the Servicer shall dispose of such REO Property before the end of
the third taxable year beginning after the year of its acquisition by the Trust 
Fund for purposes of Section 860G(a)(8) of the Code unless the Servicer has     
received a grant of extension from the Internal Revenue Service of the          
above-mentioned grace period such that the holding by the Trust Fund of such REO
Property subsequent to such period will not: (i) result in the imposition of any
tax on "prohibited transactions" as defined in Section 860F of the Code; or (ii)
cause any REMIC constituting any part of the Trust Fund to fail to qualify as a 
REMIC at any time that any Certificates (other than the Class P Certificates)   
are outstanding, in which case the Trust Fund may continue to hold such REO     
Property.                                                                       

           Subject to compliance with applicable laws and regulations as shall
at any time be in force, and notwithstanding any other provisions of this       
Agreement, no REO Property acquired by the Trust Fund shall be rented (or       
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would: (i) cause such REO   
Property to fail to qualify as "foreclosure property" within the meaning of     
Section 860G(a)(8) of the Code; or (ii) subject any REMIC constituting part of  
the Trust Fund to the imposition of any federal income taxes on the income      
earned from such REO Property, including any taxes imposed by reason of Sections
860F or 860G(c) of the Code, unless the Servicer has agreed to indemnify and    
hold harmless the Trust Fund with respect to the imposition of any such taxes.  

         The Servicer shall manage, conserve, protect and operate each REO
Property for the Certificateholders and the Trust Fund solely for the purpose of
its prompt disposition and sale in a manner which does not cause such REO       
Property to fail to qualify as "foreclosure property" within the meaning of     
Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of 
any "income from non-permitted assets" within the meaning of Section            
860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which  
is subject to taxation under the REMIC Provisions. The Servicer shall cause each
REO Property to be inspected promptly upon the acquisition of title thereto and 
shall cause each REO Property to be inspected at least annually thereafter. The 
Servicer shall make or cause to be made a written or electronic report of each  
such inspection. Such reports shall be retained in the Mortgage File and copies 
thereof shall be forwarded by the Servicer to the Trustee upon request. The     
Servicer shall attempt to sell the same (and may temporarily rent the same) on  
such terms and conditions as the Servicer deems to be in the best interest of   
the Certificateholders and the Trust Fund.                                      

     With respect to each REO Property, the Servicer shall account
separately for each REO Property with respect to all funds collected and        
received in connection with the operation of such REO Property.                 

       The Servicer shall deposit or cause to be deposited, on a daily
basis, within one Business Day of receipt, in the Collection Account, all       
revenues received with respect to each REO Property and shall withdraw therefrom
funds necessary for the proper operation, management and maintenance of the     
related REO Property, including the cost of maintaining any hazard insurance    
pursuant to Section 3.10 hereof and the fees of any managing agent acting on    
behalf of the Servicer.                                                         

   The Servicer shall furnish to the Trustee, on each Servicer
Remittance Date, an operating statement for each REO Property covering the      
operation of each REO Property for the previous month. Such operating statement 
shall be accompanied by such other information as the Trustee shall reasonably  
request.                                                                        

     The Servicer shall use its best efforts to dispose of the REO
Property as promptly as is practically consistent with protecting the           
Certificateholders' interests.                                                  

         Each REO Disposition shall be carried out by the Servicer at such
price and upon such terms and conditions as the Servicer deems to be in the best
interest of the Certificateholders. If as of the date title to any REO Property 
was acquired by the Servicer there were outstanding unreimbursed Servicing      
Advances, Servicing Fees and Advances with respect to the REO Property, the     
Servicer, upon an REO Disposition of such REO Property, shall be entitled to    
reimbursement for any related unreimbursed Servicing Advances, Servicing Fees   
and Advances from proceeds received in connection with such REO Disposition. The
proceeds from the REO Disposition, net of any payment to the Servicer as        
provided above, shall be deposited in the Collection Account for transfer to the
Distribution Account on the succeeding Servicer Remittance Date in accordance   
with Section 3.04(a)(vi).                                                       

         Any REO Disposition shall be for cash only (unless changes in the
REMIC Provisions made subsequent to the Startup Day allow a sale for other      
consideration and an Opinion of Counsel is obtained by the Servicer to the      
effect that such sale shall not cause any REMIC constituting part of the Trust  
Fund to fail to qualify as a REMIC).                                            

     Section 3.14 Due-on-Sale Clauses; Assumption and Substitution
Agreements.                                                                     

            When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance
or prospective conveyance, exercise its rights to accelerate the maturity of the
related Mortgage Loan under any "due-on-sale" clause contained in the related   
Mortgage or Mortgage Note; provided, however, that the Servicer shall not       
exercise any such right if the "due-on-sale" clause, in the reasonable belief of
the Servicer, is not enforceable under applicable law. In such event, the       
Servicer shall make reasonable efforts to enter into an assumption and          
modification agreement with the Person to whom such property has been or is     
about to be conveyed, pursuant to which such Person becomes liable under the    
Mortgage Note and, unless prohibited by applicable law or the Mortgage, the     
Mortgagor remains liable thereon. If the foregoing is not permitted under       
applicable law, the Servicer is 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 Mortgagor and      
becomes liable under the Note; provided that no such substitution will be       
permitted unless such person satisfies the underwriting criteria of the Servicer
and has a credit score at least equal to that of the original Mortgagor. The    
Mortgage Loan, as assumed, shall conform in all respects to the requirements,   
representations and warranties of this Agreement. The Servicer shall not take or
enter into any assumption and modification agreement, however, unless (to the   
extent practicable under the circumstances) it shall have received confirmation,
in writing, of the continued effectiveness of any applicable hazard insurance   
policy. The Servicer shall notify the Trustee that any such assumption or       
substitution agreement has been completed by forwarding to the Trustee the      
original copy of such assumption or substitution agreement (indicating the      
Mortgage File to which it relates) which copy shall be added by the Trustee to  
the related Mortgage File and which 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. The Servicer shall be responsible for  
recording any such assumption or substitution agreements. In connection with any
such assumption or substitution agreement, the Monthly Payment on the related   
Mortgage Loan shall not be changed but shall remain as in effect immediately    
prior to the assumption or substitution, the stated maturity or outstanding     
principal amount of such Mortgage Loan shall not be changed nor shall any       
required monthly payments of principal or interest be deferred or forgiven. Any 
fee collected by the Servicer for consenting to any such conveyance or entering 
into an assumption or substitution agreement shall be retained by or paid to the
Servicer as additional servicing compensation.                                  

         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 any assumption which the Servicer may be   
restricted by law from preventing, for any reason whatsoever.                   

Section 3.15 Notification of Adjustments.               

          On each Adjustment Date, the Servicer shall make Mortgage Interest
Rate adjustments for each Adjustable-Rate Mortgage Loan in compliance with the  
requirements of the related Mortgage and Mortgage Note and Applicable           
Regulations. The Servicer shall execute and deliver the notices required by each
Mortgage and Mortgage Note and Applicable Regulations regarding Mortgage        
Interest Rate adjustments. Upon the discovery by the Servicer or the Trustee    
that the Servicer has failed to adjust or has incorrectly adjusted a Mortgage   
Interest Rate or a Monthly Payment pursuant to the terms of the related Mortgage
Note and Mortgage, the Servicer shall deliver to the Trustee for deposit in the 
Distribution Account from its own funds the amount of any interest loss caused  
thereby without reimbursement therefor; provided, however, the Servicer shall be
held harmless with respect to any Mortgage Interest Rate adjustments made by any
servicer prior to the Servicer.                                                 

Section 3.16 [Reserved].                                

Section 3.17 Trustee to Cooperate; Release of Files.    

        (a) Upon the payment in full of any Mortgage Loan (including any
liquidation of such Mortgage Loan through foreclosure or otherwise, or the      
receipt by the Servicer of a notification that payment in full will be escrowed 
in a manner customary for such purposes), the Servicer shall deliver to the     
Trustee, in written form (with two executed copies) or electronic form, of a    
completed "Request for Release" in the form of Exhibit E. Upon receipt of such  
Request for Release of Documents, the Trustee shall promptly release the related
Mortgage File within three (3) Business Days via overnight mail delivery (at the
expense of the Servicer), in trust, to (i) the Servicer, or (ii) such other     
party identified in the related Request for Release. The Trustee agrees to      
indemnify the Servicer, out of its own funds, for any loss, liability or expense
(other than special, indirect, punitive or consequential damages which will not 
be paid by the Trustee) incurred by the Servicer as a direct result of the      
negligence or willful misconduct by the Trustee in releasing the Mortgage File  
as provided above. Upon any such payment in full, or the receipt of such        
notification that such funds have been placed in escrow, the Trustee hereby     
authorizes and empowers the Servicer to execute an instrument of satisfaction   
(or assignment of Mortgage without recourse) regarding the Mortgaged Property   
relating to such Mortgage, which instrument of satisfaction or assignment shall 
be delivered to the Person or Persons entitled thereto against receipt therefor 
of payment in full, it being understood and agreed that no expense incurred in  
connection with such instrument of satisfaction or assignment, as the case may  
be, shall be chargeable to the Collection Account.                              

        (b) From time to time and as appropriate in the servicing of any
Mortgage Loan, including, without limitation, foreclosure or other comparable   
conversion of a Mortgage Loan or collection under any insurance policy relating 
to a Mortgage Loan, the Trustee shall (except in the case of the payment or     
liquidation pursuant to which the related Mortgage File is released to an escrow
agent or an employee, agent or attorney of the Trustee), upon written request of
the Servicer and delivery to the Trustee, in written form (with two executed    
copies) or electronic form, of a "Request for Release" in the form of Exhibit E 
signed by a Servicing Officer, release the related Mortgage File to the Servicer
within three (3) Business Days and shall execute such documents as shall be     
necessary to the prosecution of any such proceedings, including, without        
limitation, an assignment without recourse of the related Mortgage to the       
Servicer. Such receipt shall obligate the Servicer to return the Mortgage File  
to the Trustee when the need therefor by the Servicer no longer exists unless   
the Mortgage Loan shall be liquidated, in which case, upon receipt of a Request 
for Release evidencing such liquidation, the receipt shall be released by the   
Trustee to the Servicer.                                                        

         (c) Subject to Section 3.01, the Servicer shall have the right to
accept applications of Mortgagors for consent to (i) partial releases of        
Mortgages, (ii) alterations, (iii) removal, demolition or division of properties
subject to Mortgages, (iv) modifications, and (v) second mortgage subordination 
agreements. No application for approval shall be considered by the Servicer     
unless: (w) it has received an Opinion of Counsel, addressed to the Trustee     
(which opinion shall not be an expense of the Trustee or the Trust Fund) that   
such sale, disposition, substitution, acquisition or contribution will not      
affect adversely the status of any REMIC constituting part of the Trust Fund as 
a REMIC or cause any REMIC constituting part of the Trust Fund to be subject to 
a tax on "prohibited transactions" or "contributions" pursuant to the REMIC     
Provisions; (x) the provisions of the related Note and Mortgage have been       
complied with; (y) the Combined Loan-to-Value Ratio and debt-to-income ratio    
after any release does not exceed the maximum Combined Loan-to-Value Ratio and  
debt-to-income ratio established in accordance with the underwriting standards  
of the Mortgage Loans; and (z) the lien priority of the related Mortgage is not 
affected. Upon receipt by the Trustee of a Servicing Officer's certificate      
setting forth the action proposed to be taken in respect of a particular        
Mortgage Loan and certifying that the criteria set forth in the immediately     
preceding sentence have been satisfied, the Trustee shall execute and deliver to
the Servicer the consent or partial release so requested by the Servicer. A     
proposed form of consent or partial release, as the case may be, shall accompany
any Servicing Officer's certificate delivered by the Servicer pursuant to this  
paragraph.                                                                      

Section 3.18 Servicing Compensation.                    

           As compensation for its activities hereunder, the Servicer shall be
entitled to retain the amount of the Servicing Fee with respect to each Mortgage
Loan (including REO Properties) and any Prepayment Interest Excess. The Servicer
shall be entitled to retain additional servicing compensation in the form of    
release fees, bad check charges, assumption fees, modification or extension     
fees, late payment charges, prepayment charges that are not Prepayment Charges, 
Originator Prepayment Charge Payment Amounts or Servicer Prepayment Charge      
Payment Amounts, or any other service-related fees and similar items, to the    
extent collected from Mortgagors.                                               

Section 3.19 Annual Statement as to Compliance.         

     (a) Beginning in 2006, the Servicer, at its own expense, will
deliver to the Trustee, the NIMS Insurer and the Depositor, not later than March
10th of each calendar year, a Servicing Officer's certificate stating, as to    
each signer thereof, that (i) a review of the activities of the Servicer during 
such preceding calendar year and of performance under this Agreement has been   
made under such officers' supervision, and (ii) to the best of such officers'   
knowledge, based on such review, the Servicer has fulfilled all its obligations 
under this Agreement for such year, or, if there has been a default in the      
fulfillment of all such obligations, specifying each such default known to such 
officers and the nature and status thereof including the steps being taken by   
the Servicer to remedy such default.                                            

      (b) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and their receipt of such shall not  
constitute constructive notice of any information contained therein or          
determinable, from information contained therein, including the Servicer's      
compliance with any of its covenants hereunder (as to which the Trustee is      
entitled to rely exclusively on Officers' Certificates).                        

          Section 3.20      Annual Independent Certified Public Accountants'
Reports.                                                                        

            (a)    Beginning in 2006, not later than March 10th of each calendar
year, the Servicer, at its expense, shall cause a nationally recognized firm of 
independent certified public accountants to furnish to the Trustee, the         
Depositor, the NIMS Insurer and each Rating Agency, (i) a report stating that   
such firm has, with respect to the Servicer's overall servicing operations,     
examined such operations in accordance with the requirements of the Uniform     
Single Attestation Program for Mortgage Bankers, stating such firm's conclusions
relating thereto or (ii) commencing with calendar year 2007, in accordance with 
Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the 1933 Act and the   
Exchange Act, a report that attests to, and reports on an assessment made by the
Servicer of its compliance with the servicing criteria set forth in Item 1122(d)
of Regulation AB, as required by Rules 13a-18 and 15d-18 under the Exchange Act,
and Item 1122(b) of Regulation AB. Copies of such statement shall be provided by
the Trustee to any Certificateholder upon request, provided that such statement 
is delivered by the Servicer to the Trustee.                                    

         (b)    Delivery of such reports, information and documents to the
Trustee is for informational purposes only and their receipt of such shall not  
constitute constructive notice of any information contained therein or          
determinable from information contained therein, including the Servicer's       
compliance with any of its covenants hereunder (as to which the Trustee is      
entitled to rely exclusively on Officers' Certificates).                        

    Section 3.21 Access to Certain Documentation and Information
Regarding the Mortgage Loans.                                                   

         (a) The Servicer shall provide to the Trustee, Certificateholders
that are federally insured savings and loan associations, the Office of Thrift  
Supervision, the FDIC and the supervisory agents and examiners of each of the   
foregoing (which, in the case of supervisory agents and examiners, may be       
required by applicable state and federal regulations) access to the available   
documentation regarding the Mortgage Loans, such access being afforded without  
charge but only upon reasonable advance request and during normal business hours
at the offices of the Servicer designated by it.                                

           (b) The Servicer, in its capacity as Originator and Servicer, shall
afford the NIMS Insurer, upon reasonable advance notice, during normal business 
hours, access to all records maintained by the Servicer in respect of its rights
and obligations hereunder and access to officers of the Servicer responsible for
such obligations. Upon request, the Servicer shall furnish to the NIMS Insurer  
its most recent publicly available financial statements and such other          
information relating to its capacity to perform its obligations under this      
Agreement.                                                                      

Section 3.22 Duties of Credit Risk Manager.             

         For and on behalf of the Depositor, the Credit Risk Manager shall
provide reports and recommendations as to loss mitigation activities concerning 
Mortgage Loans that are past due, are in default, as to which there has been    
commencement of foreclosure, as to which there has been forbearance in exercise 
of remedies, as to which any obligor is the subject of bankruptcy, receivership,
or an arrangement of creditors, or which have become REO Properties. Such       
reports and recommendations will be based upon information provided pursuant to 
the Credit Risk Management Agreement. The Credit Risk Manager shall look solely 
to the Servicer for all information and data (including loss and delinquency    
information and data) and loan-level information and data relating to the       
servicing of the Mortgage Loans.                                                

       The Credit Risk Manager may be removed at any time by a vote of
Certificateholders holding Certificates evidencing at least 66 2/3% of the      
aggregate Voting Rights of the Certificates. After any such termination, the    
Credit Risk Manager shall have no further obligations hereunder, and shall no   
longer be entitled to the Credit Risk Manager Fee.                              

           Section 3.23 Obligations of the Servicer in Respect of Compensating
Interest.                                                                       

        Not later than the close of business on each Servicer Remittance
Date, the Servicer shall deliver to the Trustee for deposit in the Distribution 
Account an amount ("Compensating Interest") equal to the lesser of (A) the      
aggregate of the Prepayment Interest Shortfalls on the Mortgage Loans for the   
related Distribution Date resulting from Principal Prepayments in full on the   
Mortgage Loans during the related Prepayment Period and (B) the aggregate       
Servicing Fee received in the related Collection Period. The Servicer shall     
apply Compensating Interest to offset any Prepayment Interest Shortfalls        
resulting from Principal Prepayments in full on the Mortgage Loans. The Servicer
shall not have the right to reimbursement for any amounts remitted to the       
Trustee in respect of Compensating Interest. Such amounts so remitted shall be  
included in the Available Funds and distributed therewith on the next           
Distribution Date. The Servicer shall not be obligated to pay Compensating      
Interest with respect to Prepayment Interest Shortfalls resulting from partial  
Principal Prepayments or Relief Act Interest Shortfalls.                        

       Section 3.24 Obligations of the Servicer in Respect of Mortgage
Interest Rates and Monthly Payments.                                            

            In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to  
Mortgage Interest Rates, Monthly Payments or Principal Balances that were made  
by the Servicer in a manner not consistent with the terms of the related        
Mortgage Note and this Agreement, the Servicer, upon discovery or receipt of    
notice thereof, immediately shall deliver to the Trustee for deposit in the     
Distribution Account from its own funds the amount of any such shortfall and    
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and
any successor servicer in respect of any such liability. Such indemnities shall 
survive the termination or discharge of this Agreement. Notwithstanding the     
foregoing, this Section 3.24 shall not limit the ability of the Servicer to seek
recovery of any such amounts from the related Mortgagor under the terms of the  
related Mortgage Note, as permitted by law.                                     

          Section 3.25 Investment of Funds in the Collection Account and the
Distribution Account.                                                           

          (a) The Servicer may direct any depository institution maintaining
the Collection Account and the Trustee may direct any depository institution    
maintaining the Distribution Account (for purposes of this Section 3.25, each an
"Investment Account"), to invest the funds in such Investment Account in one or 
more Eligible Investments bearing interest or sold at a discount, and maturing, 
unless payable on demand, (i) no later than the Business Day immediately        
preceding the date on which such funds are required to be withdrawn from such   
account pursuant to this Agreement, if a Person other than the Trustee is the   
obligor thereon, and (ii) no later than the date on which such funds are        
required to be withdrawn from such account pursuant to this Agreement, if the   
Trustee is the obligor thereon or if such investment is managed or advised by   
the Trustee or an Affiliate of the Trustee. All such Eligible 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 Trustee or the Servicer, as 
applicable (in its capacity as such) or in the name of a nominee of the Trustee.
The Trustee shall be entitled to sole possession (except with respect to        
investment direction of funds held in the Collection Account) over each such    
investment and the income thereon, and any certificate or other instrument      
evidencing any such investment shall be delivered directly to the Trustee or its
agent, together with any document of transfer necessary to transfer title to    
such investment to the Trustee or its nominee. In the event amounts on deposit  
in an Investment Account are at any time invested in an Eligible Investment     
payable on demand, the Trustee shall at the direction of the Servicer:          

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

               (y)   demand payment of all amounts due thereunder promptly
                  upon determination by a Responsible Officer of the
               Trustee that such Eligible Investment would not
                     constitute an Eligible Investment in respect of funds
                thereafter on deposit in the Investment Account.

            (b) All income and gain realized from the investment of funds in the
Collection Account shall be for the benefit of the Servicer. The Servicer shall 
deposit in the Collection Account or (to the extent funds in the Escrow Account 
are invested if permitted by applicable law) the Escrow Account, as applicable, 
from its own funds the amount of any loss incurred in respect of any such       
Eligible Investment made with funds in such account immediately upon realization
of such loss. All income and gain realized from the investment of funds in the  
Distribution Account shall be for the benefit of the Trustee. The Trustee shall 
deposit in the Distribution Account from its own funds the amount of any loss   
incurred on Eligible Investments in the Distribution Account.                   

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Eligible Investment, or 
if a default occurs in any other performance required under any Eligible        
Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(a)(v),
upon the request of the NIMS Insurer or Holders of Certificates representing    
more than 50% of the Voting Rights allocated to any Class of Certificates, shall
take such action as may be appropriate to enforce such payment or performance,  
including the institution and prosecution of appropriate proceedings.           

        The Trustee shall not in any way be held liable by reason of any
insufficiency in any Account held by the Trustee resulting from any investment  
loss on any Eligible Investment included therein (except to the extent that the 
Trustee is the obligor and has defaulted thereon).                              

Section 3.26 Liability of Servicer; Indemnification.    

      (a) Subject to clause (b) below and Section 6.03, the Servicer
(except the Trustee if it is required to succeed the Servicer hereunder)        
indemnifies and holds the Trustee, the Depositor, the NIMS Insurer and the Trust
Fund harmless against any and all third party claims, losses, penalties, fines, 
forfeitures, reasonable legal fees and related costs, judgments, and any other  
costs, fees and expenses that the Trustee, the Depositor, the NIMS Insurer and  
the Trust Fund may sustain in any way related to the failure of the Servicer to 
perform its duties and service the Mortgage Loans in compliance with the        
Servicing Standard. The Servicer shall immediately notify the Trustee, the NIMS 
Insurer and the Depositor if a claim is made that may result in such claims,    
losses, penalties, fines, forfeitures, legal fees or related costs, judgments,  
or any other costs, fees and expenses, and the Servicer shall assume (with the  
consent of the Trustee) the defense of any such claim and pay all expenses in   
connection therewith, including reasonable counsel fees, and promptly pay,      
discharge and satisfy any judgment or decree which may be entered against the   
Servicer, the Trustee, the Depositor, the NIMS Insurer and/or the Trust Fund in 
respect of such claim. The provisions of this Section 3.26 shall survive the    
termination of this Agreement and the payment of the outstanding Certificates.  

            (b) None of the Depositor, the NIMS Insurer, the Servicer, or any of
the directors, officers, employees or agents of the Depositor or the Servicer   
shall be under any liability to the Trust Fund or the Certificateholders for any
action taken, or for refraining from the taking of any action, in good faith    
pursuant to this Agreement, or for errors in judgment; provided, however, that  
this provision shall not protect the Depositors, the NIMS Insurer or the        
Servicer or any such Person against any breach of warranties or representations 
made by such party herein, or against any specific liability imposed on the     
Servicer for a breach of the Servicing Standard and/or this Agreement, or       
against any liability which would otherwise be imposed by reason of its         
respective willful misfeasance, bad faith, fraud or negligence in the           
performance of its duties or by reasons of negligent disregard of its respective
obligations or duties hereunder.                                                

       The Depositor, the NIMS Insurer, the Servicer and any director,
officer, employee or agent of the Depositor, the NIMS Insurer or the Servicer,  
may rely in good faith on any document of any kind which, prima facie, is       
properly executed and submitted by any appropriate Person with respect to any   
matters arising hereunder. The Depositor, the Servicer, the NIMS Insurer and any
director, officer, employee or agent of the Depositor, the Servicer or the NIMS 
Insurer shall be indemnified and held harmless by the Trust against any loss,   
liability or expense incurred in connection with any legal action relating to   
this Agreement or the Certificates, other than any loss, liability or expense   
incurred in connection with any legal action incurred by reason of its          
respective misfeasance, bad faith, fraud or negligence, a breach of a           
representation or warranty made by such party hereunder or (in the case of the  
Servicer) a breach of the Servicing Standard in the performance of its          
respective duties or by reason of negligent disregard of its respective         
obligations or duties hereunder. Neither the Depositor, the NIMS Insurer, nor   
the Servicer shall be under any obligation to appear in, prosecute or defend any
legal action unless such action is related to its respective duties under this  
Agreement and in its opinion does not expose it to any expense or liability;    
provided, however, that the Depositor, the NIMS Insurer or the Servicer may in  
their discretion undertake any action related to their obligations hereunder    
which they may deem necessary or desirable with respect to this Agreement and   
the rights and duties of the parties hereto and the interests of the            
Certificateholders hereunder. The Servicer's right to indemnity or reimbursement
pursuant to this Section shall survive any resignation or termination of the    
Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, 
costs or liabilities arising prior to such resignation or termination (or       
arising from events that occurred prior to such resignation or termination).    

        Section 3.27 Reports of Foreclosure and Abandonment of Mortgaged
Properties.                                                                     

 Beginning in 2006, the Servicer shall file the reports of
foreclosure and abandonment of any Mortgaged Property required by Section 6050J 
of the Code with the Internal Revenue Service on or before the due date for any 
such report. Not later than 90 days following the end of each calendar year,    
beginning in 2006, the Servicer will deliver an Officer's Certificate to the    
Trustee and the NIMS Insurer certifying its compliance with this Section 3.27.  
The reports from the Servicer shall be in form and substance sufficient to meet 
the reporting requirements imposed by such Section 6050J.                       

Section 3.28 Protection of Assets.                      

  (a) Except for transactions and activities entered into in
connection with the securitization that is the subject of this Agreement, the   
Trust is not authorized and has no power to:                                    

(1)   borrow money or issue debt;                       

      (2)   merge with another entity, reorganize, liquidate or sell
assets; or                                  

(3)   engage in any business or activities.             

        (b) Each party to this Agreement agrees that it will not file an
involuntary bankruptcy petition against the Trustee or the Trust Fund or        
initiate any other form of insolvency proceeding until after the Certificates   
have been paid.                                                                 

        Section 3.29 Limitation of Liability of the Credit Risk Manager.

            Neither the Credit Risk Manager, nor any of the directors, officers,
employees or agents of the Credit Risk Manager, shall be under any liability to 
the Depositor, the Servicer, the Trustee or the Certificateholders for any      
action taken or for refraining from the taking of any action in good faith      
pursuant to this Agreement, in reliance upon information provided by the        
Servicer under the Credit Risk Management Agreement or for errors in judgment;  
provided, however, that this provision shall not protect the Credit Risk Manager
or any such person against liability that would otherwise be imposed by reason  
of willful malfeasance, bad faith or negligence in its performance of its duties
or by reason of reckless disregard for its obligations and duties under this    
Agreement or the applicable Credit Risk Management Agreement. The Credit Risk   
Manager and any director, officer, employee or agent of the Credit Risk Manager 
may rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising hereunder, and may   
rely in good faith upon the accuracy of information furnished by the Servicer   
pursuant to the applicable Credit Risk Management Agreement in the performance  
of its duties thereunder and hereunder.                                         

Section 3.30 No Personal Solicitation.                  

         From and after the Closing Date, the Servicer agrees that it will
not take any action or permit or cause any action to be taken by any of its     
agents and Affiliates, or by any independent contractors or independent mortgage
brokerage companies on the Servicer's behalf, to personally, by telephone, mail 
or electronic mail, solicit the Mortgagor under any Mortgage Loan for the       
purpose of refinancing such Mortgage Loan; provided, that the Servicer may      
solicit any Mortgagor for whom the Servicer has received a request for          
verification of mortgage, a request for demand for payoff, a mortgagor initiated
written or verbal communication indicating a desire to prepay the related       
Mortgage Loan, or the mortgagor initiates a title search; provided further, it  
is understood and agreed that promotions undertaken by the Servicer or any of   
its Affiliates which (i) concern optional insurance products or other additional
products or (ii) are directed to the general public at large, including, without
limitation, mass mailings based on commercially acquired mailing lists,         
newspaper, radio and television advertisements shall not constitute solicitation
under this Section, nor is the Servicer prohibited from responding to           
unsolicited requests or inquiries made by a Mortgagor or an agent of a          
Mortgagor. Furthermore, the Servicer shall be permitted to include in its       
monthly statements to borrowers or otherwise, statements regarding the          
availability of the Servicer's counseling services with respect to refinancing  
mortgage loans.                                                                 

Section 3.31 Periodic Filings.                          

            (a) The Trustee and the Servicer shall reasonably cooperate with the
Depositor in connection with the Trust's satisfying its reporting requirements  
under the Exchange Act. Without limiting the generality of the foregoing, the   
Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form
8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 
10-K") customary for similar securities as required by the Exchange Act and the 
rules and regulations of the Commission thereunder, and the Trustee shall sign  
(other than any Form 10-K) and file (via the Commission's Electronic Data       
Gathering and Retrieval System) such Forms on behalf of the Trust. The Depositor
shall sign any Form 10-K.                                                       

         (b) Each Monthly Form 8-K shall be filed by the Trustee within 15
days after each Distribution Date, including a copy of the Distribution Date    
Statement for such Distribution Date as an exhibit thereto. Prior to March 30th 
of each year (or such earlier date as may be required by the Exchange Act and   
the rules and regulations of the Commission), the Trustee shall file a Form     
10-K, in substance as required by applicable law or applicable Commission       
staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's
annual statement of compliance described under Section 3.19 and the accountant's
report described under Section 3.20, in each case, to the extent they have been 
timely delivered to the Trustee. If they are not so timely delivered, the       
Trustee shall file an amended Form 10-K including such documents as exhibits    
reasonably promptly after they are delivered to the Trustee. The Trustee shall  
have no liability with respect to any failure to properly prepare or file such  
periodic reports resulting from or relating to the Trustee's inability or       
failure to obtain any information not resulting from its own negligence, willful
misconduct or bad faith. The Form 10-K shall also include a certification in the
form attached hereto as Exhibit O (the "Certification"), which shall be signed  
by a senior officer of the Depositor in charge of securitization. The Depositor 
shall deliver the Certification to the Trustee three (3) Business Days prior to 
the latest date on which the Form 10-K may be timely filed. The Trustee, the    
Depositor and the Servicer shall reasonably cooperate to enable the Commission  
requirements with respect to the Trust to be met in the event that the          
Commission issues additional interpretive guidelines or promulgates rules or    
regulations, or in the event of any other change of law that would require      
reporting arrangements or the allocation of responsibilities with respect       
thereto, as described in this Section 3.31, to be conducted or allocated in a   
different manner.                                                               

          (c) Not later than five (5) Business Days prior to the latest date
on which the Form 10-K may be timely filed each year, (i) the Trustee shall sign
and deliver to the Depositor a certification (in the form attached hereto as    
Exhibit P-1) for the benefit of the Depositor and its officers, directors and   
Affiliates (provided, however, that the Trustee shall not undertake an analysis 
of the accountant's report attached as an exhibit to the Form 10-K) and (ii) the
Servicer shall sign and deliver to the Depositor a certification (in the form   
attached hereto as Exhibit P-2) for the benefit of the Depositor and its        
officers, directors and Affiliates. In addition, (i) the Trustee shall also     
indemnify and hold harmless the Depositor and its officers, directors and       
Affiliates from and against any losses, damages, penalties, fines, forfeitures, 
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon any inaccuracy in the certification   
provided by the Trustee pursuant to this Section 3.31(c), any breach of the     
Trustee's obligations under this Section 3.31(c) or the Trustee's negligence,   
bad faith or willful misconduct in connection therewith and (ii) the Servicer   
shall indemnify and hold harmless the Depositor and its officers, directors and 
Affiliates from and against any losses, damages, penalties, fines, forfeitures, 
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon any inaccuracy in the certification   
provided by the Servicer pursuant to this Section 3.31(c), any breach of the    
Servicer's obligations under this Section 3.31(c) or the Servicer's negligence, 
bad faith or willful misconduct in connection therewith. If the indemnification 
provided for herein is unavailable or insufficient to hold harmless the         
Depositor and its officers, directors and Affiliates, then (i) the Trustee      
agrees that it shall contribute to the amount paid or payable by the Depositor, 
its officers, directors or Affiliates as a result of the losses, claims, damages
or liabilities of the Depositor, its officers, directors or Affiliates in such  
proportion as is appropriate to reflect the relative fault of the Depositor and 
its officers, directors and Affiliates on the one hand and the Trustee on the   
other in connection with a breach of the Trustee's obligations under this       
Section 3.31(c) or the Trustee's negligence, bad faith or willful misconduct in 
connection therewith and (ii) the Servicer agrees that it shall contribute to   
the amount paid or payable by the Depositor, its officers, directors or         
Affiliates as a result of the losses, claims, damages or liabilities of the     
Depositor, its officers, directors or Affiliates in such proportion as is       
appropriate to reflect the relative fault of the Depositor and its officers,    
directors and Affiliates on the one hand and the Servicer on the other in       
connection with a breach of the Servicer's obligations under this Section       
3.31(c) or the Servicer's negligence, bad faith or willful misconduct in        
connection therewith. The Servicer hereby acknowledges and agrees that the      
Depositor and the Trustee are relying on the Servicer's performance of its      
obligations under Sections 3.19 and 3.20 in order to perform their respective   
obligations under this Section 3.31.                                            

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

           (e) The obligations set forth in paragraphs (a) through (d) of this
Section shall only apply with respect to periods for which the Trustee is       
obligated to file reports on Form 8-K or 10-K. On or prior to January 30, 2006, 
unless otherwise requested by the Depositor, the Trustee shall prepare, execute 
and file with the Securities and Exchange Commission a Form 15 Suspension       
Notification with respect to the Trust. At any time after the filing of a Form  
15 Suspension Notification, if the Depositor or the Certificate Registrar       
determines that the number of Certificateholders 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, it shall promptly notify the Trustee
and the Trustee shall recommence preparing and filing reports on Form 8-K and   
10-K as required pursuant to this Section and the parties hereto will again have
the obligations set forth in paragraphs (a) through (d) of this Section until   
such time as the Trustee is again able to file with the Securities and Exchange 
Commission a Form 15 Suspension Notification with respect to the Trust.         

ARTICLE IV

 FLOW OF FUNDS

Section 4.01 Interest Distributions.                    

      On each Distribution Date, the Trustee shall withdraw from the
Distribution Account the Interest Remittance Amount and apply it in the         
following order of priority (based upon the Mortgage Loan information provided  
to it in the Remittance Report, upon which the Trustee may conclusively rely),  
and the calculations required to be made by the Trustee, to the extent          
available:                                                                      

            (i) to the Credit Risk Manager, the Credit Risk Manager Fee for such
Distribution Date;                                                  

(ii) concurrently, as follows:                          

                   (a) concurrently, from the Group 1 Interest Remittance Amount
      to the Class A-1SS and Class A-1MZ Certificates, pro rata, the
applicable Accrued Certificate Interest thereon for such
Distribution Date; and                                  

                   (b) concurrently, from the Group 2 Interest Remittance Amount
            to the Class A-2A, Class A-2B and Class A-2C Certificates, pro rata,
    the applicable Accrued Certificate Interest thereon for such
Distribution Date;                                      

(iii) concurrently, as follows:                         

                   (a) concurrently, from the Group 1 Interest Remittance Amount
          to the Class A-1SS Certificates, and Class A-1MZ Certificates, pro
           rata, the applicable Interest Carry Forward Amount thereon for such
Distribution Date; and                                  

                   (b) concurrently, from the Group 2 Interest Remittance Amount
            to the Class A-2A, Class A-2B and Class A-2C Certificates, pro rata,
     the applicable Interest Carry Forward Amount thereon for such
Distribution Date;                                      

(iv) concurrently, as follows:                          

                   (a) if the Group 1 Interest Remittance Amount is insufficient
       to pay the Class A-1SS and Class A-1MZ Certificates' applicable
           Accrued Certificate Interest for such Distribution Date pursuant to
           Section 4.01(ii)(a) above, concurrently, from the remaining Group 2
      Interest Remittance Amount, to the Class A-1SS and Class A-1MZ
Certificates, pro rata, to cover such shortfall for such
Distribution Date; and                                  

                   (b) if the Group 2 Interest Remittance Amount is insufficient
      to pay the Class A-2A, Class A-2B and Class A-2C Certificates'
          applicable Accrued Certificate Interest for such Distribution Date
     pursuant to Section 4.01(ii)(b) above, concurrently, from the
        remaining Group 1 Interest Remittance Amount, to the Class A-2A,
       Class A-2B and Class A-2C Certificates, pro rata, to cover such
shortfall for such Distribution Date;                   

(v) concurrently, as follows:                           

                   (a) if the Group 1 Interest Remittance Amount is insufficient
       to pay the Class A-1SS and Class A-1MZ Certificates' applicable
            Interest Carry Forward Amount for such Distribution Date pursuant to
            Section 4.01(iii)(a) above, concurrently, from the remaining Group 2
      Interest Remittance Amount, to the Class A-1SS and Class A-1MZ
Certificates, pro rata, to cover such shortfall for such
Distribution Date; and                                  

                   (b) if the Group 2 Interest Remittance Amount is insufficient
      to pay the Class A-2A, Class A-2B and Class A-2C Certificates'
           applicable Interest Carry Forward Amount for such Distribution Date
      pursuant to Section 4.01(iii)(b) above, concurrently, from the
        remaining Group 1 Interest Remittance Amount, to the Class A-2A,
       Class A-2B and Class A-2C Certificates, pro rata, to cover such
shortfall for such Distribution Date;                   

            (vi) to the Class M-1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;                                 

    (vii) to the Class M-2 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;                        

     (viii) to the Class M-3 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;                        

            (ix) to the Class M-4 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;                                 

           (x) to the Class M-5 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;                                 

            (xi) to the Class M-6 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;                                 

    (xii) to the Class M-7 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;                        

     (xiii) to the Class M-8 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;                        

    (xiv) to the Class M-9 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;                        

            (xv) to the Class B-1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;                                 

    (xvi) to the Class B-2 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date; and                    

    (xvii) the amount, if any, of the Interest Remittance Amount
      remaining after application with respect to the priorities set forth above
will be applied as described under Section 4.02(b) hereof.          

           Section 4.02 Distributions of Principal and Monthly Excess Cashflow
Amounts.                                                                        

           (a) On each Distribution Date, the Trustee shall make the following
distributions in the following order of priority (based upon the Mortgage Loan  
information provided to it in the Remittance Report and the calculations        
required to be made by the Trustee), to the extent of the Principal Distribution
Amount:                                                                         

       (i) before the Stepdown Date or with respect to which a Trigger
Event is in effect, as follows:                                     

first, concurrently, as follows:          

                      (a)(i) unless a Sequential Trigger Event is in effect,
             concurrently, the Group 1 Senior Principal Distribution
                 Amount to the Class A-1SS and Class A-1MZ Certificates, pro
                 rata, until the Certificate Principal Balances thereof have
                   been reduced to zero or (ii) if a Sequential Trigger Event is
           in effect, sequentially, the Group 1 Senior Principal
            Distribution Amount to the Class A-1SS and Class A-1MZ
                  Certificates, in that order, until the Certificate Principal
     Balances thereof have been reduced to zero; and

                     (b)(i) with respect to any Distribution Date prior to
                 the Subordination Depletion Date, sequentially, the Group 2
                   Senior Principal Distribution Amount to the Class A-2A, Class
                A-2B and Class A-2C Certificates, in that order, until the
                 Certificate Principal Balances thereof have been reduced to
              zero or (ii) with respect to any Distribution Date on or
               after the Subordination Depletion Date, concurrently, the
               Group 2 Senior Principal Distribution Amount to the Class
                   A-2A, Class A-2B and Class A-2C Certificates, pro rata, until
                  the Certificate Principal Balances thereof have been reduced
to zero;                                  

second, concurrently, as follows:         

                      (a) (i) with respect to any Distribution Date prior to
                 the Subordination Depletion Date, sequentially, the Group 1
                   Senior Principal Distribution Amount remaining after priority
               first of this Section 4.02(a)(i) to the Class A-2A, Class
                A-2B and Class A-2C Certificates, in that order, until the
                 Certificate Principal Balances thereof have been reduced to
              zero or (ii) with respect to any Distribution Date on or
               after the Subordination Depletion Date, concurrently, the
                  Group 1 Senior Principal Distribution Amount remaining after
                 priority first of this Section 4.02(a)(i)to the Class A-2A,
                 Class A-2B and Class A-2C Certificates, pro rata, until the
                 Certificate Principal Balances thereof have been reduced to
zero; and                                 

                      (b)(i) unless a Sequential Trigger Event is in effect,
             concurrently, the Group 2 Senior Principal Distribution
           Amount remaining after priority first of this Section
                 4.02(a)(i) to the Class A-1SS and Class A-1MZ Certificates,
                pro rata, until the Certificate Principal Balances thereof
               have been reduced to zero or (ii) if a Sequential Trigger
          Event is in effect, sequentially, the Group 2 Senior
                  Principal Distribution Amount remaining after priority first
                   of this Section 4.02(a)(i) to the Class A-1SS and Class A-1MZ
                  Certificates, in that order, until the Certificate Principal
 Balances thereof have been reduced to zero;

                 third, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;     

                  fourth, to the Class M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;     

                 fifth, to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;     

                 sixth, to the Class M-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;     

                   seventh, to the Class M-5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;     

                  eighth, to the Class M-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;     

                 ninth, to the Class M-7 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;     

               tenth, to the Class M-8 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;     

      eleventh, to the Class M-9 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;     

                 twelfth, to the Class B-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;     

        thirteenth, to the Class B-2 Certificates, until the
           Certificate Principal Balance thereof has been reduced to zero; and

                fourteenth, any remaining Principal Distribution Amount will
           be distributed as part of the Monthly Excess Cashflow Amount as set
forth in Section 4.02(b).                               

           (ii)   on or after the Stepdown Date and as long as a Trigger Event
is not in effect, as follows:                                         

first, concurrently, as follows:          

              (a) concurrently, the Group 1 Senior Principal
            Distribution Amount to the Class A-1SS and Class A-1MZ
             Certificates, pro rata, until the Certificate Principal
     Balances thereof have been reduced to zero; and

                     (b)(i) with respect to any Distribution Date prior to
                 the Subordination Depletion Date, sequentially, the Group 2
                   Senior Principal Distribution Amount to the Class A-2A, Class
                A-2B and Class A-2C Certificates, in that order, until the
                 Certificate Principal Balances thereof have been reduced to
              zero or (ii) with respect to any Distribution Date on or
               after the Subordination Depletion Date, concurrently, the
               Group 2 Senior Principal Distribution Amount to the Class
                   A-2A, Class A-2B and Class A-2C Certificates, pro rata, until
                  the Certificate Principal Balances thereof have been reduced
to zero;                                  

second, concurrently, as follows:         

                     (a)(i) with respect to any Distribution Date prior to
                 the Subordination Depletion Date, sequentially, the Group 1
                   Senior Principal Distribution Amount remaining after priority
                first of this Section 4.02(a)(ii) to the Class A-2A, Class
                A-2B and Class A-2C Certificates, in that order, until the
                 Certificate Principal Balances thereof have been reduced to
                   zero or (b) with respect to any Distribution Date on or after
                 the Subordination Depletion Date, concurrently, the Group 1
                   Senior Principal Distribution Amount remaining after priority
                first of this Section 4.02(a)(ii) to the Class A-2A, Class
           A-2B and Class A-2C Certificates, pro rata, until the
                 Certificate Principal Balances thereof have been reduced to
zero; and                                 

              (b) concurrently, the Group 2 Senior Principal
                Distribution Amount remaining after priority first of this
            Section 4.02(a)(ii) to the Class A-1SS and Class A-1MZ
             Certificates, pro rata, until the Certificate Principal
 Balances thereof have been reduced to zero;

               third, to the Class M-1 Certificates, up to the Class M-1
      Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;               

                fourth, to the Class M-2 Certificates, up to the Class M-2
      Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;               

               fifth, to the Class M-3 Certificates, up to the Class M-3
      Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;               

               sixth, to the Class M-4 Certificates, up to the Class M-4
      Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;               

                 seventh, to the Class M-5 Certificates, up to the Class M-5
      Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;               

                eighth, to the Class M-6 Certificates, up to the Class M-6
      Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;               

               ninth, to the Class M-7 Certificates, up to the Class M-7
      Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;               

               tenth, to the Class M-8 Certificates, up to the Class M-8
      Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;               

                  eleventh, to the Class M-9 Certificates, up to the Class M-9
      Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;               

                 twelfth, to the Class B-1 Certificates, up to the Class B-1
      Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;               

                thirteenth, to the Class B-2 Certificates, up to the Class
          B-2 Principal Distribution Amount, until the Certificate Principal
Balance thereof has been reduced to zero;               

                fourteenth, any remaining Principal Distribution Amount will
           be distributed as part of the Monthly Excess Cashflow Amount as set
forth in Section 4.02(b).                               

            (b)    On each Distribution Date, any Monthly Excess Cashflow Amount
shall be distributed, to the extent available, in the following order of        
priority (the "Monthly Excess Cashflow Allocation") on such Distribution Date:  

      (i) to pay any remaining Accrued Certificate Interest for such
Distribution Date, pro rata, for the Class A Certificates;          

            (ii) to pay any Interest Carry Forward Amounts for such Distribution
Date, pro rata, for the Class A Certificates;                       

          (iii) to pay the Class A-1MZ Realized Loss Amortization Amount for
such Distribution Date;                                             

         (iv) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date for the Class M-1 Certificates;              

           (v) to pay the remaining Interest Carry Forward Amount, if any, for
the Class M-1 Certificates;                                         

            (vi) to pay the Class M-1 Realized Loss Amortization Amount for such
Distribution Date;                                                  

          (vii) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date for the Class M-2 Certificates;              

          (viii) to pay the remaining Interest Carry Forward Amount, if any,
for the Class M-2 Certificates;                                     

            (ix) to pay the Class M-2 Realized Loss Amortization Amount for such
Distribution Date;                                                  

        (x) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date for the Class M-3 Certificates;              

            (xi) to pay the remaining Interest Carry Forward Amount, if any, for
the Class M-3 Certificates;                                         

        (xii) to pay the Class M-3 Realized Loss Amortization Amount for
such Distribution Date;                                             

           (xiii) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date for the Class M-4 Certificates;              

         (xiv) to pay the remaining Interest Carry Forward Amount, if any,
for the Class M-4 Certificates;                                     

            (xv) to pay the Class M-4 Realized Loss Amortization Amount for such
Distribution Date;                                                  

          (xvi) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date for the Class M-5 Certificates;              

          (xvii) to pay the remaining Interest Carry Forward Amount, if any,
for the Class M-5 Certificates;                                     

          (xviii) to pay the Class M-5 Realized Loss Amortization Amount for
such Distribution Date;                                             

          (xix) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date for the Class M-6 Certificates;              

            (xx) to pay the remaining Interest Carry Forward Amount, if any, for
the Class M-6 Certificates;                                         

        (xxi) to pay the Class M-6 Realized Loss Amortization Amount for
such Distribution Date;                                             

           (xxii) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date for the Class M-7 Certificates;              

           (xxiii) to pay the remaining Interest Carry Forward Amount, if any,
for the Class M-7 Certificates;                                     

         (xxiv) to pay the Class M-7 Realized Loss Amortization Amount for
such Distribution Date;                                             

          (xxv) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date for the Class M-8 Certificates;              

          (xxvi) to pay the remaining Interest Carry Forward Amount, if any,
for the Class M-8 Certificates;                                     

          (xxvii) to pay the Class M-8 Realized Loss Amortization Amount for
such Distribution Date;                                             

         (xxviii) to pay any remaining unpaid Accrued Certificate Interest
for such Distribution Date for the Class M-9 Certificates;          

          (xxix) to pay the remaining Interest Carry Forward Amount, if any,
for the Class M-9 Certificates;                                     

        (xxx) to pay the Class M-9 Realized Loss Amortization Amount for
such Distribution Date;                                             

           (xxxi) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date for the Class B-1 Certificates;              

           (xxxii) to pay the remaining Interest Carry Forward Amount, if any,
for the Class B-1 Certificates;                                     

           (xxxiii) to pay the Class B-1 Realized Loss Amortization Amount for
such Distribution Date;                                             

            (xxxiv) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date for the Class B-2 Certificates;              

          (xxxv) to pay the remaining Interest Carry Forward Amount, if any,
for the Class B-2 Certificates;                                     

          (xxxvi) to pay the Class B-2 Realized Loss Amortization Amount for
such Distribution Date;                                             

        (xxxvii) first, to pay the Class A-1SS, Class A-1MZ, Class A-2A,
Class A-2B and Class A-2C Certificates, pro rata, and then to pay   
      sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2 
      Certificates, in that order, any Cap Carryover Amount for each such Class;

     (xxxviii) to the Swap Provider, any Swap Termination Payments
resulting from a Swap Provider Trigger Event; and                   

       (xxxix) to pay to the Class CE Certificates, up to the Class CE
Distributable Amount for such Distribution Date.                    

            For purposes of Section 4.02(b)(xxxvii), Cap Carryover Amounts shall
be deemed to include REMIC 4 Cap Carryover Amounts. On each Distribution Date,  
there shall be distributed to concurrently, to the Holder of the Residual       
Certificates in respect of the Class R-1 Interest, any remaining amount in the  
Distribution Account on such date after the application pursuant to Sections    
4.01, 4.02(a) and 4.02(b)(i)-(xxxix).                                           

            (c) On each Distribution Date, after making the distributions of the
Interest Remittance Amount, Principal Distribution Amount and Monthly Excess    
Cashflow as set forth above, the Trustee shall distribute the amount on deposit 
in the Swap Account as follows:                                                 

          first, to the Swap Provider, any Net Swap Payment owed to the Swap
Provider pursuant to the Interest Rate Swap Agreement for such Distribution     
Date;                                                                           

          second, to the Swap Provider, any Swap Termination Payment owed to
the Swap Provider not due to a Swap Provider Trigger Event pursuant to the      
Interest Rate Swap Agreement;                                                   

       third, concurrently, to each Class of Class A Certificates, the
related Accrued Certificate Interest and Interest Carry Forward Amount remaining
undistributed after the distributions of the Group 1 Interest Remittance Amount 
and the Group 2 Interest Remittance Amount, on a pro rata basis based on such   
respective remaining Accrued Certificate Interest and Interest Carry Forward    
Amount;                                                                         

           fourth, sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class 
B-2 Certificates, in that order, the related Accrued Certificate Interest and   
Interest Carry Forward Amount, to the extent remaining undistributed after the  
distributions made pursuant to Section 4.01 and 4.02(b);                        

          fifth, to the holders of the Class or Classes of Certificates then
entitled to receive distributions in respect of principal pursuant to the       
priorities set forth in Section 4.02(a) for such Distribution Date, in an amount
necessary to maintain the Targeted Overcollateralization Amount for such        
Distribution Date after taking into account distributions made pursuant to      
Section 4.02(b)(i);                                                             

       sixth, concurrently, to each Class of Class A Certificates, the
related Cap Carryover Amount, to the extent remaining undistributed after       
distributions are made pursuant to Section 4.02(b), on a pro rata basis based on
remaining Cap Carryover Amounts;                                                

            seventh, sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class 
B-2 Certificates, in that order, the related Cap Carryover Amounts, to the      
extent remaining undistributed after distributions are made pursuant to Section 
4.02(b); and                                                                    

       eighth, sequentially, to the Class A-1MZ, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,    
Class B-1 and Class B-2 Certificates, to the extent of any remaining related    
Realized Loss Amortization Amount for each such Class.                          

        For purposes of clauses sixth and seventh, Cap Carryover Amounts
shall be deemed to include REMIC 4 Cap Carryover Amounts.                       

     (d) On each Distribution Date, the Trustee shall withdraw any
amounts then on deposit in the Distribution Account that represent Prepayment   
Charges collected by the Servicer in connection with the Principal Prepayment in
full of any of the Mortgage Loans, any Originator Prepayment Charge Payment     
Amount or Servicer Prepayment Charge Payment Amount and shall distribute such   
amounts to the Holders of the Class P Certificates. Such amounts shall be       
treated as having been distributed to the Holders of the Class P Certificates   
from the Grantor Trust.                                                         

       (e) Any amounts distributed to the Offered Certificates and the
Class B Certificates in respect of interest pursuant to Sections 4.01(b)(xxxvii)
which constitute Cap Carryover Amounts (including, without duplication, REMIC 4 
Cap Carryover Amounts) shall first be deemed distributed by REMIC 4 as a        
distribution to the Class CE Interest and then a distribution by REMIC 5 to the 
Class CE Certificates, and then distributed to the Offered Certificates and the 
Class B Certificates from the Grantor Trust as payments on notional principal   
contracts in the nature of cap contracts. Any remaining amount with respect to  
the Class CE Certificates shall be treated as having been distributed to the    
Holders of the Class CE Certificates from the Grantor Trust. With respect to the
Offered Certificates and the Class B Certificates, any excess of the REMIC 4    
Pass-Through Rate over the related Pass-Through Rate, subject to the applicable 
Caps, shall be treated as received by those Classes and then distributed to the 
Class CE Certificates and, to the extent applicable, paid to the Swap Provider  
as a Net Swap Payment or Swap Termination Payment in the order provided in      
Section 4.09(d).                                                                

          (f) On each Distribution Date, Unpaid Realized Loss Amounts on the
Offered Certificates and the Class B Certificates will be reduced by the amount 
of any Subsequent Recoveries received during the related Prepayment Period in   
the same order as Realized Loss Amortization Amounts are paid to the Offered    
Certificates and the Class B Certificates pursuant to Section 4.02(b) above.    

Section 4.03 Allocation of Losses.                      

        Any Subordinated Applied Realized Loss Amount for a Distribution
Date will be allocated against the Class B-2, Class B-2, Class M-9, Class M-8,  
Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1  
Certificates, until their respective Certificate Principal Balances have been   
reduced to zero. In addition, any Class A-1MZ Applied Realized Loss Amount for a
Distribution Date will be allocated against the Class A-1MZ Certificates until  
their Certificate Principal Balance has been reduced to zero.                   

Section 4.04 Method of Distribution.                    

         The Trustee shall make distributions in respect of a Distribution
Date to each Certificateholder of record on the related Record Date (other than 
as provided in Section 10.01 respecting the final distribution), in the case of 
Certificateholders of the Certificates, by wire transfer in immediately         
available funds to the account of the Person entitled thereto if such Person    
shall have so notified the Trustee in writing at least five Business Days prior 
to the Record Date immediately prior to such Distribution Date and is the       
registered owner of such Certificates, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall      
appear on the Certificate Register, provided that the Trustee may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Distributions among Certificateholders shall be made in proportion to the       
Percentage Interests evidenced by the Certificates held by such                 
Certificateholders.                                                             

Section 4.05 Distributions on Book-Entry Certificates.  

           Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to   
the accounts of its Depository Participants in accordance with its normal       
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each indirect  
participating brokerage firm (a "brokerage firm" or "indirect participating     
firm") for which it acts as agent. Each brokerage firm shall be responsible for 
disbursing funds to the Certificate Owners that it represents. All such credits 
and disbursements with respect to a Book-Entry Certificate are to be made by the
Depository and the Depository Participants in accordance with the provisions of 
the Certificates. None of the Trustee, the Depositor or the Servicer shall have 
any responsibility therefor except as otherwise provided by applicable law.     

Section 4.06 Statements.                                

   (a)   On each Distribution Date, based on the Mortgage Loan
information contained in the Remittance Report, the Trustee shall prepare and   
post on its website at www.ctslink.com, a statement (the "Distribution Date     
Statement") as to the distributions made on such Distribution Date:             

            (i) the amount of the distribution made on such Distribution Date to
the Holders of each Class of Certificates allocable to principal,   
 separately identified and the amount of the distribution made on such
     Distribution Date to the Holders of the Class P Certificates allocable to
Prepayment Charges, Originator Prepayment Charge Payment Amounts and
Servicer Prepayment Charge Payment Amounts;                         

          (ii) the amount of the distribution made on such Distribution Date
 to the Holders of each Class of Certificates allocable to interest or
Class CE Distributable Amount, separately identified;               

         (iii) the Overcollateralization Amount, the Overcollateralization
 Release Amount, the Overcollateralization Deficiency and the Targeted
     Overcollateralization Amount as of such Distribution Date and the Monthly
Excess Interest Amount and Monthly Excess Cashflow Amount for such  
Distribution Date;                                                  

           (iv) the aggregate amount of servicing compensation received by the
Servicer during the related Collection Period;                      

       (v) the aggregate amount of Advances for the related Collection
Period, cumulative unreimbursed Advances and Servicing Advances and 
cumulative Nonrecoverable Advances;                                 

         (vi) the Pool Balance, at the close of business at the end of the
related Collection Period;                                          

         (vii) the number, weighted average remaining term to maturity and
   weighted average Mortgage Interest Rate of the Mortgage Loans as of the
related Due Date;                                                   

            (viii) the number and aggregate unpaid principal balance of Mortgage
      Loans (a) 30 to 59 days past due on a contractual basis, (b) 60 to 89 days
past due on a contractual basis, (c) 90 or more days past due on a  
contractual basis, (d) as to which foreclosure proceedings have been
   commenced and (e) in bankruptcy as of the close of business on the last
day of the calendar month preceding such Distribution Date;         

          (ix) with respect to any Mortgage Loan that became an REO Property
 during the preceding calendar month, the loan number of such Mortgage
     Loan, the unpaid Principal Balance of the REO Property as of the close of
      business on the last Business Day of such calendar month and the Principal
   Balance of such Mortgage Loan as of the date it became an REO Property;

          (x) the book value of any REO Property as of the close of business
     on the last Business Day of the calendar month preceding the Distribution
      Date, and, cumulatively, the total number and cumulative principal balance
    of all REO Properties as of the close of business of the last day of the
preceding Collection Period;                                        

           (xi) separately stated for each Loan Group, the aggregate amount of
Principal Prepayments made during the related Prepayment Period;    

            (xii) separately stated for each Loan Group, the aggregate amount of
 Realized Losses incurred during the related Collection Period and the
cumulative amount of Realized Losses;                               

 (xiii) the Certificate Principal Balance of each Class of
      Certificates, after giving effect to the distributions, and allocations of
Subordinated Applied Realized Loss Amounts and Class A-1MZ Applied  
 Realized Loss Amounts, as applicable, made on such Distribution Date,
separately identifying any reduction thereof due to allocations of  
Subordinated Applied Realized Loss Amounts and Class A-1MZ Applied  
Realized Loss Amounts;                                              

          (xiv) the Accrued Certificate Interest in respect of each Class of
 Certificates for such Distribution Date and any related Cap Carryover
  Amounts, and the respective portions thereof, if any, remaining unpaid
    following the distributions made in respect of such Certificates on such
Distribution Date;                                                  

           (xv) the aggregate amount of any Prepayment Interest Shortfalls for
such Distribution Date, to the extent not covered by payments by the
Servicer pursuant to Section 3.23;                                  

        (xvi) the Cap Carryover Amounts distributed on such Distribution
    Date, the amounts remaining after giving effect to distributions thereof
 on such Distribution Date and the amount of all Cap Carryover Amounts
   covered by withdrawals from the Swap Account on such Distribution Date;

          (xvii) any Overcollateralization Deficiency after giving effect to
the distribution of principal on such Distribution Date;            

           (xviii) whether a Trigger Event has occurred and is continuing, and
the cumulative Realized Losses, as a percentage of the original Pool
Balance;                                                            

(xix) the Available Funds;                              

 (xx) the rate at which interest accrues for each Class of
Certificates for such Distribution Date;                            

          (xxi) the information contained in the Liquidation Report for such
Distribution Date;                                                  

          (xxii) the aggregate Principal Balance of Mortgage Loans purchased
by the Servicer, the Originator or the Seller during the related    
    Prepayment Period and indicating the section of this Agreement requiring
or allowing the purchase of each such Mortgage Loan;                

(xxiii) the amount of the Credit Risk Manager Fee paid; 

         (xxiv) the Mortgage Loan identifying number of each Mortgage Loan
      with a Prepayment Charge that was the subject of a Principal Prepayment in
      full during the related Collection Period, the Prepayment Charge listed on
each related Mortgage Note and the Prepayment Charge collected, the 
 Servicer Prepayment Charge Payment Amount paid by the Servicer or the
   Originator Prepayment Charge Payment Amount paid by the Originator with
respect to each such Mortgage Loan;                                 

     (xxv) the amount of Subsequent Recoveries received during the
related Prepayment Period; and                                      

         (xxvi) the amount and recipient of any Net Swap Payments and Swap
Termination Payments.                                               

        The Trustee may fully rely upon and shall have no liability with
respect to information with respect to the Mortgage Loans provided by the       
Servicer.                                                                       

        In the case of information furnished pursuant to subclauses (i),
(ii) and (xiii) above, the amounts shall be expressed in a separate section of  
the report as a dollar amount for each Class for each $1,000 original dollar    
amount as of the Cut-off Date.                                                  

    (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to the NIMS Insurer and each Person who
at any time during the calendar year was a Certificateholder of a Regular       
Certificate, if requested in writing by such Person, such information as is     
reasonably necessary to provide to such Person a statement containing the       
information set forth in subclauses (i), (ii), (xiv) and (xvi) above, 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 
prepared and furnished by the Trustee to Certificateholders pursuant to any     
requirements of the Code as are in force from time to time.                     

        (c) On each Distribution Date, the Trustee shall forward to each
Residual Certificateholder a copy of the reports forwarded to the Regular       
Certificateholders in respect of such Distribution Date with such other         
information as the Trustee deems necessary or appropriate. Such obligation of   
the Trustee shall be deemed to have been satisfied to the extent that           
substantially comparable information shall be prepared and furnished to each    
Residual Certificateholder by the Trustee pursuant to any requirements of the   
Code as from time to time in force.                                             

Section 4.07 Remittance Reports; Advances.              

           (a) On the third Business Day following each Determination Date but
in no event later than the 20th day of each month (or if such 20th day is not a 
Business Day, the preceding Business Day), the Servicer shall deliver to the    
Trustee and the NIMS Insurer by telecopy (or by such other means as the         
Servicer, the NIMS Insurer and the Trustee may agree from time to time) a       
Remittance Report with respect to the related Distribution Date. On the same    
date, the Servicer shall electronically forward to the Trustee in such medium as
may be agreed between the Servicer and the Trustee the information set forth in 
such Remittance Report with respect to the related Distribution Date and such   
information reasonably available to the Servicer necessary in order for the     
Trustee to perform the calculations necessary to make the distributions and     
allocations contemplated by Section 4.01, 4.02 and 4.03 and to prepare the      
Distribution Date Statement. The Trustee shall not be responsible to recompute, 
recalculate or verify any information provided to it by the Servicer.           

     (b) The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.07(d), the sum of (i) the   
aggregate amount of Monthly Payments (net of the related Servicing Fee), due    
during the related Collection Period in respect of the Mortgage Loans, which    
Monthly Payments were delinquent on a contractual basis as of the close of      
business on the related Determination Date and (ii) with respect to each REO    
Property, which REO Property was acquired during or prior to the related        
Collection Period and as to which REO Property an REO Disposition did not occur 
during the related Collection Period, an amount equal to the excess, if any, of 
the REO Imputed Interest on such REO Property for such Collection Period, over  
the net income from such REO Property transferred to the Distribution Account   
pursuant to Section 3.13 for distribution on such Distribution Date.            

       On or before 1:00 p.m. New York time on the Servicer Remittance
Date, the Servicer shall remit in immediately available funds to the Trustee for
deposit in the Distribution Account an amount equal to the aggregate amount of  
Advances, if any, to be made in respect of the Mortgage Loans for the related   
Distribution 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 the        
Collection Account that amounts held for future distribution have been, as      
permitted by this Section 4.07, used by the Servicer in discharge of any such   
Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the
total amount of Advances to be made by the Servicer with respect to the Mortgage
Loans. 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 Servicer Remittance
Date to the extent that the Available Funds for the related Distribution Date   
(determined without regard to Advances to be made on the Servicer Remittance    
Date) shall be less than the total amount that would be distributed to the      
Classes of Certificateholders pursuant to Section 4.01 and 4.02 on such         
Distribution Date if such amounts held for future distributions had not been so 
used to make Advances. The Trustee will provide notice to the Servicer and NIMS 
Insurer by telecopy by the close of business on any Servicer Remittance Date in 
the event that the amount remitted by the Servicer to the Trustee on such date  
is less than the Advances required to be made by the Servicer for the related   
Distribution Date, as set forth in the related Remittance Report. (c) The       
obligation of the Servicer to make such Advances is mandatory, notwithstanding  
any other provision of this Agreement but subject to (d) below, and, with       
respect to any Mortgage Loan, shall continue until the earlier of such time as  
the Trust acquires title to the related Mortgaged Property or such Mortgage Loan
is paid in full by the Mortgagor or disposed of by the Trust, or until the      
recovery of all Liquidation Proceeds thereon.                                   

          (d) Notwithstanding anything herein to the contrary, no Advance or
Servicing Advance shall be required to be made hereunder by the Servicer if such
Advance would, if made, constitute a Nonrecoverable Advance. The determination  
by the Servicer that it has made a Nonrecoverable Advance or that any proposed  
Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced 
by an Officers' Certificate of the Servicer delivered to the Depositor, the NIMS
Insurer and the Trustee. The Trustee shall be entitled to conclusively rely upon
any such determination by the Servicer.                                         

Section 4.08 REMIC Distributions.                       

     (a) On each Distribution Date, the Trustee shall cause in the
following order of priority, the following amounts to be distributed by REMIC 1 
to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the    
Distribution Account and distributed to the Holder of the Class R Certificate   
(in respect of the Class R-1 Interest), as the case may be:                     

            (i) With respect to the Group 1 Mortgage Loans, all distributions of
principal and interest thereon to the Class 1-1 Interest; and         

          (ii) With respect to the Group 2 Mortgage Loans, all distributions
of principal and interest thereon to the Class 1-2 Interest.          

         (b) (1) On each Distribution Date, the Trustee shall cause in the
following order of priority, the following amounts to be distributed by REMIC 2 
to REMIC 3 on account of the REMIC 2 Group 1 Regular Interests or withdrawn from
the Distribution Account and distributed to the Holder of the Class R           
Certificate (in respect of the Class R-2 Interest), as the case may be:         

     (i) to each of REMIC 2 Regular Interest I and REMIC 2 Regular
Interest I-1-A through I-50-B, pro rata, in an amount equal to (A)  
  Uncertificated Accrued Interest for such REMIC 2 Regular Interests for
   such Distribution Date, plus (B) any amounts payable in respect thereof
remaining unpaid from previous Distribution Dates; and              

            (ii) to the extent of amounts remaining after the distributions made
     pursuant to clause (i) above, payments of principal shall be allocated as
  follows: first, to REMIC 2 Regular Interest I until the Uncertificated
     Balance is reduced to zero and second, to REMIC 2 Regular Interests I-1-A
    through I-50-B starting with the lowest numerical denomination until the
      Uncertificated Balance of each such REMIC 2 Regular Interest is reduced to
      zero, provided that, for REMIC 2 Regular Interests with the same numerical
denomination, such payments of principal shall be allocated pro rata
between such REMIC 2 Regular Interests.                             

     (2) On each Distribution Date, the Trustee shall cause in the
following order of priority, the following amounts to be distributed by REMIC 2 
to REMIC 3 on account of the REMIC 2 Group 2 Regular Interests or withdrawn from
the Distribution Account and distributed to the Holders of the Class R          
Certificate (in respect of the Class R-2 Interest), as the case may be:         

      (i) to each of REMIC 2 Regular Interest II and REMIC 2 Regular
Interest II-1-A through II-50-B, pro rata, in an amount equal to (A)
  Uncertificated Accrued Interest for such REMIC 2 Regular Interests for
   such Distribution Date, plus (B) any amounts payable in respect thereof
remaining unpaid from previous Distribution Dates; and              

            (ii) to the extent of amounts remaining after the distributions made
     pursuant to clause (i) above, payments of principal shall be allocated as
   follows: first, to REMIC 2 Regular Interest II until the Uncertificated
      Balance is reduced to zero and second, to REMIC 2 Regular Interests II-1-A
     through II-50-B starting with the lowest numerical denomination until the
      Uncertificated Balance of each such REMIC 2 Regular Interest is reduced to
      zero, provided that, for REMIC 2 Regular Interests with the same numerical
denomination, such payments of principal shall be allocated pro rata
between such REMIC 2 Regular Interests.                             

     (c) On each Distribution Date, the Trustee shall cause in the
following order of priority, the following amounts to be distributed by REMIC 3 
to REMIC 4 on account of the REMIC 3 Regular Interests or withdrawn from the    
Distribution Account and distributed to the Holder of the Class R Certificate   
(in respect of the Class R-3 Interest), as the case may be:                     

   (i) to REMIC 3 Regular Interest LTIO, in an amount equal to
      Uncertificated Accrued Interest for such REMIC 3 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates; to REMIC 3 Regular Interest
      LT1AA, REMIC 3 Regular Interest LT1A1SS, REMIC 3 Regular Interest LT1A1MZ,
     REMIC 3 Regular Interest LT1A2A, REMIC 3 Regular Interest LT1A2B, REMIC 3
    Regular Interest LT1A2C, REMIC 3 Regular Interest LT1M1, REMIC 3 Regular
    Interest LT1M2, REMIC 3 Regular Interest LT1M3, REMIC 3 Regular Interest
  LT1M4, REMIC 3 Regular Interest LT1M5, REMIC 3 Regular Interest LT1M6,
   REMIC 3 Regular Interest LT1M7, REMIC 3 Regular Interest LT1M8, REMIC 3
   Regular Interest LT1M9, REMIC 3 Regular Interest LT1B1, REMIC 3 Regular
     Interest LT1B2 and REMIC 3 Regular Interest LT1ZZ, pro rata, in an amount
  equal to (A) the Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from 
  previous Distribution Dates. Amounts payable as Uncertificated Accrued
      Interest in respect of REMIC 3 Regular Interest LT1ZZ shall be reduced and
      deferred when the REMIC 3 Overcollateralized Amount is less than the REMIC
     3 Overcollateralization Target Amount, by the lesser of (x) the amount of
     such difference and (y) the Maximum LT1ZZ Uncertificated Accrued Interest
Deferral Amount and such amount will be payable to REMIC 3 Regular  
Interest LT1A1SS, REMIC 3 Regular Interest LT1A1MZ, REMIC 3 Regular 
      Interest LT1A2A, REMIC 3 Regular Interest LT1A2B, REMIC 3 Regular Interest
   LT1A2C, REMIC 3 Regular Interest LT1M1, REMIC 3 Regular Interest LT1M2,
   REMIC 3 Regular Interest LT1M3, REMIC 3 Regular Interest LT1M4, REMIC 3
   Regular Interest LT1M5, REMIC 3 Regular Interest LT1M6, REMIC 3 Regular
    Interest LT1M7, REMIC 3 Regular Interest LT1M8, REMIC 3 Regular Interest
     LT1M9, REMIC 3 Regular Interest LT1B1 and REMIC 3 Regular Interest LT1B2,
in the same proportion as the Overcollateralization Deficiency is   
     allocated to the Corresponding Certificates, and REMIC 3 Regular Interest
LT1ZZ shall be increased by such amount;                            

         (ii) to REMIC 3 Regular Interest LT1SUB, REMIC 1 Regular Interest
    LT1GRP, REMIC 1 Regular Interest LT2SUB, REMIC 1 Regular Interest LT2GRP
   and REMIC 1 Regular Interest LT1XX, pro rata, in an amount equal to (A)
    the Uncertificated Accrued Interest for such Distribution Date, plus (B)
      any amounts in respect thereof remaining unpaid from previous Distribution
Dates;                                                              

           (iii) to REMIC 3 Regular Interests, as a distribution of principal,
in an amount equal to the remainder of the REMIC 3 Marker Allocation
Percentage of Available Funds for such Distribution Date after the  
  distributions made pursuant to clause (i) above, allocated as follows:

         (1) to REMIC 3 Regular Interest LT1AA, 98.00% of such
          remainder, until the Uncertificated Balance of such Uncertificated
REMIC 3 Regular Interest is reduced to zero;            

            (2) to REMIC 3 Regular Interest LT1A1SS, REMIC 3 Regular
          Interest LT1A1MZ, REMIC 3 Regular Interest LT1A2A, REMIC 3 Regular
         Interest LT1A2B, REMIC 3 Regular Interest LT1A2C, REMIC 3 Regular
       Interest LT1M1, REMIC 3 Regular Interest LT1M2, REMIC 3 Regular
       Interest LT1M3, REMIC 3 Regular Interest LT1M4, REMIC 3 Regular
       Interest LT1M5, REMIC 3 Regular Interest LT1M6, REMIC 3 Regular
       Interest LT1M7, REMIC 3 Regular Interest LT1M8, REMIC 3 Regular
          Interest LT1M9, REMIC 3 Regular Interest LT1B1 and REMIC 3 Regular
          Interest LT1B2, 1.00% of such remainder, in the same proportion as
           principal payments are allocated to the Corresponding Certificates,
           until the Uncertificated Balances of such REMIC 3 Regular Interests
are reduced to zero; then                               

        (3) to REMIC 3 Regular Interest LT1ZZ, 1.00% of such
           remainder, until the Uncertificated Balance of such REMIC 3 Regular
Interest is reduced to zero;                            

            provided, however, that (i) 98.00% and (ii) 2.00% of any
   principal payments that are attributable to the
                  Overcollateralization Release Amount shall be allocated to (i)
           REMIC 3 Regular Interest LT1AA and (ii) REMIC 3 Regular
Interest LT1ZZ, respectively; and           

            (iv) to the Holders of REMIC 3 Regular Interests, in an amount equal
  to the REMIC 3 Sub WAC Allocation Percentage of Available Funds for such
Distribution Date after the distributions made pursuant to clause (i) 
   above, such that distributions of principal shall be deemed to be made to
the REMIC 3 Regular Interests first, so as to keep the Uncertificated 
    Balance of each REMIC 3 Regular Interest ending with the designation "GRP"
    equal to 0.01% of the aggregate Principal Balance of the Mortgage Loans in
the related group of Mortgage Loans; second, to each REMIC 3 Regular  
Interest ending with the designation "SUB," so that the Uncertificated
Balance of each such REMIC 3 Regular Interest is equal to 0.01% of the
    excess of (x) the aggregate Principal Balance of the Mortgage Loans in the
    related group of Mortgage Loans over (y) the aggregate current Certificate
Principal Balance of the Class A Certificates in the related group of 
   Mortgage Loans (except that if any such excess is a larger number than in
   the preceding distribution period, the least amount of principal shall be
distributed to such REMIC 3 Regular Interests such that the REMIC 3   
Subordinated Balance Ratio is maintained); and third, any remaining   
principal to REMIC 3 Regular Interest LT1XX.                          

  (d) On each Distribution Date, the Trustee shall cause all
distributions on the regular interests in REMIC 4, represented by the           
Certificates (other than the Class CE, Class P and Residual Certificates) to be 
distributed in amounts corresponding to the distributions on such Certificates, 
provided that interest shall be computed at the REMIC 4 Pass-Through Rate.      

  (e) On each Distribution Date, the Trustee shall cause all
distributions on the Class CE Interest to be distributed by REMIC 4 to REMIC 5  
for distributions in respect of the Class CE Certificates or as otherwise       
distributable as set forth in Section 4.02(c) and (e). Any amount remaining in  
the Distribution Account with respect to REMIC 5 on any Distribution Date shall 
be distributed to the Holder of the Class R-X Certificate.                      

       (f) The Trustee shall cause the following allocation of losses:

          (i) The aggregate amount of any Prepayment Interest Shortfalls and
  the aggregate amount of any Relief Act Interest Shortfalls incurred in
      respect of the Mortgage Loans for any Distribution Date shall be allocated
     first, (a) with respect to the Group 1 Mortgage Loans, to REMIC 1 Regular
      Interest I-1, to the extent of one month's interest at the then applicable
 respective Uncertificated REMIC 1 Pass-Through Rate on the respective
Uncertificated Balance of such REMIC 1 Regular Interest and (b) with
      respect to the Group 2 Mortgage Loans, to REMIC 1 Regular Interest I-2, to
the extent of one month's interest at the then applicable respective
     Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated
Balance of such REMIC 1 Regular Interest.                           

           (ii) The aggregate amount of any Prepayment Interest Shortfalls and
  the aggregate amount of any Relief Act Interest Shortfalls incurred in
    respect of the Loan Group 1 for any Distribution Date shall be allocated
first, REMIC 2 Regular Interest I and to the REMIC 2 Group I Regular
     Interests ending with the designation "B," pro rata, based on, and to the
extent of, one month's interest at the then applicable respective   
      Uncertificated REMIC 2 Pass-Through Rates on the respective Uncertificated
      Balances of each such REMIC 2 Regular Interest, and then, to REMIC 2 Group
   I Regular Interests ending with the designation "A," pro rata based on,
and to the extent of, one month's interest at the then applicable   
  respective Uncertificated REMIC 2 Pass-Through Rates on the respective
Uncertificated Balances of each such REMIC 2 Regular Interest. The  
    aggregate amount of any Prepayment Interest Shortfalls and the aggregate
   amount of any Relief Act Interest Shortfalls incurred in respect of the
     Loan Group 2 for any Distribution Date shall be allocated first, to REMIC
      2 Regular Interest II and to the REMIC 2 Group II Regular Interests ending
   with the designation "B," pro rata, based on, and to the extent of, one
     month's interest at the then applicable respective Uncertificated REMIC 2
     Pass-Through Rates on the respective Uncertificated Balances of each such
     REMIC 2 Regular Interest, and then, to REMIC 2 Group II Regular Interests
      ending with the designation "A," pro rata, based on, and to the extent of,
 one month's interest at the then applicable respective Uncertificated
   REMIC 2 Pass-Through Rates on the respective Uncertificated Balances of
each such REMIC 2 Regular Interest.                                 

       (iii) The REMIC 3 Marker Allocation Percentage of the aggregate
amount of any Prepayment Interest Shortfalls and the REMIC 3 Marker 
    Allocation Percentage of the aggregate amount of any Relief Act Interest
     Shortfalls incurred in respect of the Mortgage Loans for any Distribution
 Date shall be allocated among REMIC 3 Regular Interest LT1AA, REMIC 3
Regular Interest LT1A1SS, REMIC 3 Regular Interest LT1A1MZ, REMIC 3 
     Regular Interest LT1A2A, REMIC 3 Regular Interest LT1A2B, REMIC 3 Regular
     Interest LT1A2C, REMIC 3 Regular Interest LT1M1, REMIC 3 Regular Interest
  LT1M2, REMIC 3 Regular Interest LT1M3, REMIC 3 Regular Interest LT1M4,
   REMIC 3 Regular Interest LT1M5, REMIC 3 Regular Interest LT1M6, REMIC 3
   Regular Interest LT1M7, REMIC 3 Regular Interest LT1M8, REMIC 3 Regular
    Interest LT1M9, REMIC 3 Regular Interest LT1B1, REMIC 3 Regular Interest
    LT1B2 and REMIC 3 Regular Interest LT1ZZ, pro rata, based on, and to the
extent of, one month's interest at the then applicable respective   
     Uncertificated REMIC 3 Pass-Through Rate on the respective Uncertificated
Balance of each such REMIC 3 Regular Interest;                      

       (iv) The REMIC 3 Sub WAC Allocation Percentage of the aggregate
amount of any Prepayment Interest Shortfalls and the REMIC 3 Sub WAC
    Allocation Percentage of the aggregate amount of any Relief Act Interest
     Shortfalls incurred in respect of the Mortgage Loans for any Distribution
     Date shall be allocated first, to Uncertificated Accrued Interest payable
      to REMIC 3 Regular Interest LT1SUB, REMIC 3 Regular Interest LT1GRP, REMIC
  3 Regular Interest LT2SUB, REMIC 3 Regular Interest LT2GRP and REMIC 3
 Regular Interest LT1XX, pro rata, based on, and to the extent of, one
     month's interest at the then applicable respective Uncertificated REMIC 3
   Pass-Through Rate on the respective Uncertificated Balance of each such
REMIC 3 Regular Interest;                                           

       (v) Any remaining Prepayment Interest Shortfalls and Relief Act
     Shortfalls in REMIC 3 for any Distribution Date shall be allocated to the
REMIC 3 Regular Interest LTIO.                                      

           (vi) The aggregate amount of any Prepayment Interest Shortfalls and
   the aggregate amount of any Relief Act Interest Shortfalls allocated to
     the Class CE Interest in REMIC 4 shall be allocated to REMIC 5 in respect
of the Class CE Certificates;                                       

    (vii) With respect to the REMIC 1 Regular Interests, (A) all
     Realized Losses on the Group 1 Mortgage Loans shall be allocated shall be
 allocated by the Trustee on each Distribution Date to REMIC 1 Regular
  Interest I-1, until the Uncertificated Balance of such REMIC 1 Regular
      Interest has been reduced to zero and (B) all Realized Losses on the Group
   2 Mortgage Loans shall be allocated by the Trustee on each Distribution
     Date to REMIC 1 Regular Interest I-2, until the Uncertificated Balance of
such REMIC 1 Regular Interest has been reduced to zero.             

          (viii) With respect to the REMIC 2 Regular Interests, all Realized
      Losses on the Group 1 Mortgage Loans shall be allocated shall be allocated
by the Trustee on each Distribution Date first, to REMIC 2 Regular  
     Interest I until the Uncertificated Balance has been reduced to zero, and
      second, to REMIC 2 Regular Interest I-1-A through REMIC 2 Regular Interest
      I-50-B, starting with the lowest numerical denomination until such REMIC 2
 Regular Interest has been reduced to zero, provided that, for REMIC 2
 Regular Interests with the same numerical denomination, such Realized
Losses shall be allocated, pro rata, between such REMIC 2 Regular   
     Interests. All Realized Losses on the Group 2 Loans shall be allocated on
  each Distribution Date first, to REMIC 2 Regular Interest II until the
   Uncertificated Balance has been reduced to zero, and second, to REMIC 2
      Regular Interest II-1-A through REMIC 2 Regular Interest II-50-B, starting
      with the lowest numerical denomination until such REMIC 2 Regular Interest
  has been reduced to zero, provided that, for REMIC 2 Regular Interests
with the same numerical denomination, such Realized Losses shall be 
allocated pro rata between such REMIC 2 Regular Interests.          

            (ix) The REMIC 3 Marker Allocation Percentage of all Realized Losses
on the Mortgage Loans shall be allocated by the Trustee on each     
Distribution Date to the following REMIC 3 Regular Interests in the 
specified percentages, as follows: first, to Uncertificated Accrued 
  Interest payable to REMIC 3 Regular Interest LT1AA and REMIC 3 Regular
  Interest LT1ZZ up to an aggregate amount equal to the REMIC 3 Interest
Loss Allocation Amount, 98% and 2%, respectively; second, to the    
 Uncertificated Balances of REMIC 3 Regular Interest LT1AA and REMIC 3
 Regular Interest LT1ZZ up to an aggregate amount equal to the REMIC 3
     Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
      Uncertificated Balances of REMIC 3 Regular Interest LT1AA, REMIC 3 Regular
Interest LT1B2 and REMIC 3 Regular Interest LT1ZZ, 98%, 1% and 1%,  
      respectively, until the Uncertificated Balance of REMIC 3 Regular Interest
     LT1B2 has been reduced to zero, fourth, to the Uncertificated Balances of
      REMIC 3 Regular Interest LT1AA, REMIC 3 Regular Interest LT1B1 and REMIC 3
Regular Interest LT1ZZ, 98%, 1% and 1%, respectively, until the     
     Uncertificated Balance of REMIC 3 Regular Interest LT1B1 has been reduced
      to zero; fifth, to the Uncertificated Balances of REMIC 3 Regular Interest
     LT1AA, REMIC 3 Regular Interest LT1M9 and REMIC 3 Regular Interest LT1ZZ,
     98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC 3
Regular Interest LT1M9 has been reduced to zero; sixth, to the      
      Uncertificated Balances of REMIC 3 Regular Interest LT1AA, REMIC 3 Regular
Interest LT1M8 and REMIC 3 Regular Interest LT1ZZ, 98%, 1% and 1%,  
      respectively, until the Uncertificated Balance of REMIC 3 Regular Interest
     LT1M8 has been reduced to zero; seventh to the Uncertificated Balances of
      REMIC 3 Regular Interest LT1AA, REMIC 3 Regular Interest LT1M7 and REMIC 3
Regular Interest LT1ZZ, 98%, 1% and 1%, respectively, until the     
     Uncertificated Balance of REMIC 3 Regular Interest LT1M7 has been reduced
to zero; eighth, to the Uncertificated Balances of REMIC 3 Regular  
Interest LT1AA, REMIC 3 Regular Interest LT1M6 and REMIC 3 Regular  
  Interest LT1ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
      Balance of REMIC 3 Regular Interest LT1M6 has been reduced to zero; ninth,
     to the Uncertificated Balances of REMIC 3 Regular Interest LT1AA, REMIC 3
      Regular Interest LT1M5 and REMIC 3 Regular Interest LT1ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balances of REMIC 3 Regular  
 Interest LT1M5 has been reduced to zero; tenth, to the Uncertificated
      Balances of REMIC 3 Regular Interest LT1AA, REMIC 3 Regular Interest LT1M4
   and REMIC 3 Regular Interest LT1ZZ, 98%, 1% and 1%, respectively, until
  the Uncertificated Balances of REMIC 3 Regular Interest LT1M4 has been
reduced to zero; eleventh, to the Uncertificated Balances of REMIC 3
      Regular Interest LT1AA, REMIC 3 Regular Interest LT1M3 and REMIC 3 Regular
  Interest LT1ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balances of REMIC 3 Regular Interest LT1M3 has been reduced to zero;
      twelfth, to the Uncertificated Balances of REMIC 3 Regular Interest LT1AA,
      REMIC 3 Regular Interest LT1M2 and REMIC 3 Regular Interest LT1ZZ, 98%, 1%
      and 1%, respectively, until the Uncertificated Balances of REMIC 3 Regular
      Interest LT1M2 has been reduced to zero; thirteenth, to the Uncertificated
      Balances of REMIC 3 Regular Interest LT1AA, REMIC 3 Regular Interest LT1M1
   and REMIC 3 Regular Interest LT1ZZ, 98%, 1% and 1%, respectively, until
  the Uncertificated Balances of REMIC 3 Regular Interest LT1M1 has been
  reduced to zero; fourteenth, to the Uncertificated Balances of REMIC 3
Regular Interest LT1AA, REMIC 3 Regular Interest LT1A1MZ and REMIC 3
Regular Interest LT1ZZ, 98%, 1% and 1%, respectively, until the     
Uncertificated Balances of REMIC 3 Regular Interest LT1A1MZ has been
reduced to zero;                                                    

            (x) The REMIC 3 Sub WAC Allocation Percentage of all Realized Losses
shall be applied after all distributions have been made on each     
     Distribution Date first, so as to keep the Uncertificated Balance of each
     REMIC 3 Regular Interest ending with the designation "GRP" equal to 0.01%
  of the aggregate Stated Principal Balance of the Mortgage Loans in the
    related Loan Group; second, to each REMIC 3 Regular Interest ending with
  the designation "SUB," so that the Uncertificated Balance of each such
REMIC 3 Regular Interest is equal to 0.01% of the excess of (x) the 
 aggregate Principal Balance of the Mortgage Loans in the related Loan
      Group over (y) the aggregate current Certificate Principal Balances of the
    Class A Certificates in the related group of Mortgage Loans (except that
    if any such excess is a larger number than in the preceding distribution
      period, the least amount of Realized Losses shall be applied to such REMIC
   3 Regular Interests such that the REMIC 3 Subordinated Balance Ratio is
    maintained); and third, any remaining Realized Losses shall be allocated
to REMIC 3 Regular Interest LT1XX; and                              

       (xi) All Realized Losses on the Class CE Interest in respect of
REMIC 4 shall be allocated shall be allocated by the Trustee on each
Distribution Date to REMIC 5 and the Class CE Certificates.         

          (g) Notwithstanding anything to the contrary contained herein, the
above distributions in this Section 4.08 (other than on the Certificates) are   
deemed distributions, and distributions of funds from the Distribution Account  
shall be made only in accordance with Sections 4.01 and 4.02 hereof.            

Section 4.09 Swap Account.                              

           (a) No later than the Closing Date, the Trustee shall establish and
maintain a separate, segregated trust account to be titled, "Wells Fargo Bank,  
N.A. as Trustee, in trust for the registered holders of ABFC Asset-Backed       
Certificates, Series 2005-OPT1--Swap Account." Such 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. Amounts therein    
shall be held uninvested.                                                       

         (b) On the Business Day prior to each Distribution Date, prior to
any distribution to any Certificate, the Trustee shall deposit into the Swap    
Account: (i) the amount of any Net Swap Payment or Swap Termination Payment     
(other than any Swap Termination Payment resulting from a Swap Provider Trigger 
Event) owed to the Swap Provider (after taking into account any upfront payment 
received from the counterparty to a replacement interest rate swap agreement)   
from Available Funds and (ii) amounts received by the Trustee, for distribution 
in accordance with Section 4.02(c). For federal income tax purposes, any amounts
paid to the Swap Provider on the Business Day prior to each Distribution Date   
shall first be deemed paid to the Swap IO Interest from REMIC 4 to REMIC 5, then
from REMIC 5 on the Class CE Certificates, then paid to the Swap Provider in    
respect of the Net Swap Payment due to the Swap Provider on such Distribution   
Date, and any remaining amount shall be deemed paid to the Swap Provider in     
respect of a Class IO Distribution Amount (as defined below). Any Swap          
Termination Payment triggered by a Swap Provider Trigger Event owed to the Swap 
Provider pursuant to the Interest Rate Swap Agreement will be subordinated to   
distributions to the Holders of the Class A Certificates, Class B Certificates, 
and Class M Certificates and shall be paid as set forth under Section           
4.02(b)(xxxviii).                                                               

            (c) For federal income tax purposes, the Swap Account shall be owned
by the Holders of the Class CE Certificates.                                    

           (d) The Trustee shall treat the Holders of Certificates (other than
the Class P, Class CE and Residual Certificates) as having entered into a       
notional principal contract with respect to the Holders of the Class CE         
Certificates. Pursuant to each such notional principal contract, all Holders of 
Certificates (other than the Class P, Class CE and Residual Certificates) shall 
be treated as having agreed to pay, on each Distribution Date, to the Holder of 
the Class CE Certificates an aggregate amount equal to the excess, if any, of   
(i) the amount payable on such Distribution Date on the Regular Interest in     
REMIC 4 corresponding to such Class of Certificates over (ii) the amount payable
on such Class of Certificates on such Distribution Date (such excess, a "Class  
IO Distribution Amount"). A Class IO Distribution Amount payable from interest  
collections shall be allocated pro rata among such Certificates based on the    
excess of (a) the amount of interest otherwise payable to such Certificates over
(ii) the amount of interest payable to such Certificates at a per annum rate    
equal to the applicable Cap, and a Class IO Distribution Amount payable from    
principal collections shall be allocated to the most subordinate Class of       
Certificates with an outstanding principal balance to the extent of such        
balance. In addition, pursuant to such notional principal contract, the Holders 
of the Class CE Certificates shall be treated as having agreed to pay Cap       
Carryover Amounts to the Holders of the Certificates (other than the Class CE,  
Class P and Residual Certificates) plus, without duplication, REMIC 4 Cap       
Carryover Amounts to the extent of the excess described in the definition       
thereof, in accordance with the terms of this Agreement. Any payments to the    
Certificates from amounts deemed received in respect of this notional principal 
contract shall not be payments with respect to a Regular Interest in a REMIC    
within the meaning of Code Section 860G(a)(1). However, any payment from the    
Certificates (other than the Class CE, Class P and Residual Certificates) of a  
Class IO Distribution Amount shall be treated for tax purposes as having been   
received by the Holders of such Certificates in respect of their interests in   
REMIC 4 and as having been paid by such Holders to the Trustee pursuant to the  
notional principal contract. Thus, each Certificate (other than the Class P and 
Residual Certificates) shall be treated as representing not only ownership of   
Regular Interests in REMIC 4, but also ownership of an interest in, and         
obligations with respect to, a notional principal contract.                     

 ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates.                          

          Each of the Class A-1SS, Class A-1MZ Class A-2A, Class A-2B, Class
A-2C, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class   
M-7, Class M-8, Class M-9, Class CE, Class P and Residual Certificates shall be 
substantially in the forms annexed hereto as exhibits, and shall, on original   
issue, be executed by the Trustee and authenticated and delivered by the        
Certificate Registrar to or upon the receipt of a Written Order to Authenticate 
from the Depositor concurrently with the sale and assignment to the Trustee of  
the Trust Fund. Each Class of the Offered Certificates and the Class B          
Certificates shall be initially evidenced by one or more Certificates           
representing a Percentage Interest with a minimum dollar denomination of $25,000
and integral multiples of $1 in excess thereof. The Class CE and Class P        
Certificates are issuable only in minimum Percentage Interests of 10%. Each     
Residual Certificate is issuable only as a single certificate.                  

           The Certificates shall be executed on behalf of the Trust by manual
or facsimile signature on behalf of the Trustee by a Responsible Officer.       
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of  
the Trustee shall bind the Trust, notwithstanding that such individuals or any  
of them have ceased to be so authorized prior to the authentication and delivery
of 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 such Certificate shall have been  
manually authenticated by the Certificate Registrar substantially in the form   
provided for herein, and such authentication upon any Certificate shall be      
conclusive evidence, and the only evidence, that such Certificate has been duly 
authenticated and delivered hereunder. All Certificates shall be dated the date 
of their authentication. Subject to Section 5.02(c), the Offered Certificates   
and the Class B Certificates shall be Book-Entry Certificates. The Class CE,    
Class P and Residual Certificates shall not be Book-Entry Certificates but shall
be issued in fully registered certificate form.                                 

           Section 5.02 Registration of Transfer and Exchange of Certificates.

   (a) The Certificate Registrar shall cause to be kept at the
Corporate Trust Office of the Trustee a Certificate Register in which, subject  
to such reasonable regulations as it may prescribe, the Certificate Registrar   
shall provide for the registration of Certificates and of transfers and         
exchanges of Certificates as herein provided. The Trustee shall initially serve 
as Certificate Registrar for the purpose of registering Certificates and        
transfers and exchanges of Certificates as herein provided. The Trustee as      
Certificate Registrar shall be subject to the same standards of care,           
limitations on liability and rights to indemnity as the Trustee, and the        
provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14, 8.15 and 8.16 shall  
apply to the Certificate Registrar to the same extent as they apply to the      
Trustee. Any Certificate Registrar appointed in accordance with this Section    
5.02(a) may at any time resign by giving at least 30 days' advance written      
notice of resignation to the Trustee, the Servicer and the Depositor, such      
resignation to become effective upon appointment of a successor Certificate     
Registrar.                                                                      

         Upon surrender for registration of transfer of any Certificate at
any office or agency of the Certificate Registrar maintained for such purpose   
pursuant to the foregoing paragraph and, in the case of the Residual            
Certificates, upon satisfaction of the conditions set forth below, the Trustee  
on behalf of the Trust shall execute and the Certificate Registrar shall        
authenticate and deliver, in the name of the designated transferee or           
transferees, one or more new Certificates of the same aggregate Percentage      
Interest.                                                                       

    At the option of the Certificateholders, Certificates may be
exchanged for other Certificates in authorized denominations and the same       
aggregate Percentage Interests, upon surrender of the Certificates to be        
exchanged at any such office or agency. Whenever any Certificates are so        
surrendered for exchange, the Trustee shall execute on behalf of the Trust and  
the Certificate Registrar shall 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 (if so required by the Trustee or the Certificate Registrar) be duly      
endorsed by, or be accompanied by a written instrument of transfer satisfactory 
to the Trustee and the Certificate Registrar duly executed by, the Holder       
thereof or his attorney duly authorized in writing.                             

        (b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to  
the Depository, the initial Depository, by, or on behalf of, the Depositor; or  
to, and deposited with the Certificate Custodian, on behalf of the Depository,  
if directed to do so pursuant to instructions from the Depository. Except as    
provided in paragraph (c) 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 such 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 Certificates; (iii) ownership and transfers of registration of
such 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 for all purposes deal with the Depository as representative of
the Certificate Owners of the Certificates for purposes of exercising the rights
of Holders under this Agreement, and requests and directions for and votes of   
such representative shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; (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; and (vii) the direct participants of the Depository shall have no rights
under this Agreement under or with respect to any of the Certificates held on   
their behalf by the Depository, and the Depository may be treated by the Trustee
and its agents, employees, officers and directors as the absolute owner of the  
Certificates for all purposes whatsoever.                                       

            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 Owners. Each        
Depository Participant shall only transfer Book-Entry Certificates of           
Certificate Owners that it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures. The parties hereto 
are hereby authorized to execute a Letter of Representations with the Depository
or take such other action as may be necessary or desirable to register a        
Book-Entry Certificate to the Depository. In the event of any conflict between  
the terms of any such Letter of Representation and this Agreement, the terms of 
this Agreement shall control.                                                   

     (c) If the Depository advises the Trustee in writing that the
Depository is no longer willing or able to discharge properly its               
responsibilities as Depository and the Trustee or the Depositor is unable to    
locate a qualified successor. Upon surrender to the Certificate Registrar of the
Book-Entry Certificates by the Depository, accompanied by registration          
instructions from the Depository for registration, the Trustee shall, at the    
Trust's expense, execute on behalf of the Trust and the Certificate Registrar   
shall authenticate definitive, fully registered certificates (the "Definitive   
Certificates"). None of the Depositor or the Trustee shall be liable for any    
delay in delivery of such instructions and may conclusively rely on, and shall  
be protected in relying on, such instructions. Upon the issuance of Definitive  
Certificates, the Trustee, the Certificate Registrar, the Servicer, any Paying  
Agent and the Depositor shall recognize the Holders of the Definitive           
Certificates as Certificateholders hereunder.                                   

         (d) Except with respect to a transfer of the Private Certificates
between or among the Depositor, the Seller, their affiliates or both, no        
transfer, sale, pledge or other disposition of any Private Certificate 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 laws. In the     
event of any such transfer, (i) unless such transfer is made in reliance upon   
Rule 144A (as evidenced by the investment letter delivered to the Certificate   
Registrar, in substantially the form attached hereto as Exhibit J-2) under the  
1933 Act, the Certificate Registrar and the Depositor shall require a written   
Opinion of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Certificate Registrar and the Depositor
that such transfer may be made pursuant to an exemption, describing the         
applicable exemption and the basis therefor, from the 1933 Act or is being made 
pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of   
the Certificate Registrar or the Depositor or (ii) the Certificate Registrar    
shall require the transferor to execute a transferor certificate (in            
substantially the form attached hereto as Exhibit L) and the transferee to      
execute an investment letter (in substantially the form attached hereto as      
Exhibit J-1 or J-2 (in the case of the Class P, Class CE or Residual            
Certificates) or in the form of Exhibit J-2 (in the case of Class B             
Certificates)) acceptable to and in form and substance reasonably satisfactory  
to the Depositor and the Certificate Registrar certifying to the Depositor and  
the Certificate Registrar the facts surrounding such transfer, which investment 
letter shall not be an expense of the Certificate Registrar or the Depositor.   
The Holder of a Private Certificate desiring to effect such transfer shall, and 
does hereby agree to, indemnify the Certificate Registrar 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. For purposes of clause (ii)
of this Section 5.02(d) the representations required in any transferor          
certificate (substantially in the form of Exhibit L hereto) and any investment  
letter (substantially in the form of Exhibit J-2 hereto) shall be deemed to have
made in connection with the transfer of any Private Certificate that is a       
Book-Entry Certificate.                                                         

           No transfer of an ERISA-Restricted Certificate shall be made unless
the Certificate Registrar shall have received either (i) a representation from  
the transferee of such Certificate, acceptable to and in form and substance     
satisfactory to the Certificate Registrar and the Depositor (such requirement is
satisfied only by the Certificate Registrar's receipt of a representation letter
from the transferee substantially in the form of Exhibit I hereto, as           
appropriate), 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 other than, except in the  
case of the Class P Certificates or the Residual Certificates, an insurance     
company general account that is eligible for and meets all requirements for     
relief under Sections I and III of PTCE 95-60 or (ii) (except in the case of the
Class P Certificates or the Residual Certificates) in the case of any such ERISA
Restricted Certificate presented for registration in the name of an employee    
benefit plan subject to ERISA or a plan or arrangement subject to Section 4975  
of the Code (or comparable provisions of any subsequent enactments), 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 Certificate Registrar, 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 Similar Law and will not subject the Depositor, the 
Servicer, the Trustee, the NIMS Insurer or the Certificate Registrar to any     
obligation in addition to those expressly undertaken in this Agreement or to any
liability. For purposes of clause (i) of the preceding sentence, such           
representation shall be deemed to have been made to the Certificate Registrar by
the acceptance by a Certificate Owner of the beneficial interest in any such    
Class of ERISA-Restricted Certificates, unless the Certificate Registrar shall  
have received from the transferee an alternative representation acceptable in   
form and substance to the Depositor. Notwithstanding anything else to the       
contrary herein, any purported transfer of an ERISA-Restricted Certificate to or
on behalf of an employee benefit plan subject to ERISA, Section 4975 of the Code
or Similar Law without the delivery to the Certificate Registrar of an Opinion  
of Counsel satisfactory to the Certificate Registrar as described above shall be
void and of no effect.                                                          

        For so long as the Interest Rate Swap Agreement is in existence,
each beneficial owner of a Certificate other than an ERISA Restricted           
Certificate or any interest therein, shall be deemed to have represented, by    
virtue of its acquisition or holding of such Certificate, or interest therein,  
that either (i) it is not a Plan or (ii) (A) it is an "accredited investor" (as 
defined in Rule 501(a) of Regulation D under the 1933 Act, as amended, and (B)  
the acquisition and holding of such Certificate and the separate right to       
receive payments from the Swap Account are eligible for the exemptive relief    
available under Department of Labor Prohibited Transaction Class Exemption 84-14
(for transactions by independent "qualified professional asset managers"), 91-38
(for transactions by bank collective investment funds), 90-1 (for transactions  
by insurance company pooled separate accounts), 95-60 (for transactions by      
insurance company general accounts) or 96-23 (for transactions effected by      
"in-house asset managers").                                                     

       Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such   
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably appointed the Depositor or its designee as its attorney-in-fact
to negotiate the terms of any mandatory sale under clause (v) below and to      
execute all instruments of transfer and to do all other things necessary in     
connection with any such sale, 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 Certificate Registrar of any change or impending change in its
status as a Permitted Transferee.                                   

        (ii) No Person shall acquire an Ownership Interest in a Residual
Certificate unless such Ownership Interest is a pro rata undivided  
interest.                                                           

       (iii) In connection with any proposed transfer of any Ownership
    Interest in a Residual Certificate, the Certificate Registrar shall as a
      condition to registration of the transfer, require delivery to it, in form
and substance satisfactory to it, of each of the following:         

         A. an affidavit in the form of Exhibit K hereto from the proposed
transferee to the effect that, among other things, such transferee is a         
Permitted Transferee and that it is not acquiring its Ownership Interest in a   
Residual Certificate that is the subject of the proposed transfer as a nominee, 
trustee or agent for any Person who is not a Permitted Transferee; and          

       B. a covenant of the proposed transferee to the effect that the
proposed transferee agrees to be bound by and to abide by the transfer          
restrictions applicable to the Residual Certificates.                           

          (iv) Any attempted or purported transfer of any Ownership Interest
    in a Residual Certificate in violation of the provisions of this Section
shall be absolutely null and void and shall vest no rights in the   
    purported transferee. If any purported transferee shall, in violation of
      the provisions of this Section, become the Holder of Residual Certificate,
  then the prior Holder of such Residual Certificate that is a Permitted
      Transferee shall, upon discovery that the registration of transfer of such
Residual Certificate was not in fact permitted by this Section, be  
restored to all rights as Holder thereof retroactive to the date of 
  registration of transfer of such Residual Certificate. The Certificate
    Registrar shall be under no liability to any Person for any registration
  of transfer of a Residual Certificate that is in fact not permitted by
this Section or for making any distributions due on such Residual   
     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
   Certificate Registrar received the documents specified in clause (iii).
  The Trustee shall be entitled to recover from any Holder of a Residual
    Certificate that was in fact not a Permitted Transferee at the time such
distributions were made all distributions made on such Residual     
    Certificate. Any such distributions so recovered by the Trustee shall be
distributed and delivered by the Trustee to the prior Holder of such
Residual Certificate that is a Permitted Transferee.                

         (v) If any Person other than a Disqualified Organization acquires
any Ownership Interest in a Residual Certificate in violation of the
   restrictions in this Section, then the Certificate Registrar shall have
the right but not the obligation, without notice to the Holder of a 
 Residual Certificate or any other Person having an Ownership Interest
  therein, to notify the Depositor to arrange for the sale of a Residual
 Certificate. The proceeds of such sale, net of commissions (which may
include commissions payable to the Depositor or its affiliates in   
connection with such sale), expenses and taxes due, if any, will be 
    remitted by the Trustee to the previous Holder of a Residual Certificate
     that is a Permitted Transferee, except that in the event that the Trustee
      determines that the Holder of a Residual Certificate may be liable for any
    amount due under this Section or any other provisions of this Agreement,
   the Trustee may withhold a corresponding amount from such remittance as
    security for such claim. The terms and conditions of any sale under this
    clause (v) shall be determined in the sole discretion of the Trustee and
  it shall not be liable to any Person having an Ownership Interest in a
Residual Certificate as a result of its exercise of such discretion.

         (vi) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the    
restrictions in this Section, then the Trustee will provide to the  
Internal Revenue Service, and to the persons specified in Sections  
 860E(e)(3) and (6) of the Code, information needed to compute the tax
 imposed under Section 860E(e)(5) of the Code on transfers of residual
     interests to disqualified organizations. The Trustee shall be entitled to
     reasonable compensation for providing such information from the person to
whom it is provided.                                                

The foregoing provisions of this Section shall cease to apply to transfers      
occurring on or after the date on which there shall have been delivered to the  
Certificate Registrar, in form and substance satisfactory to the Certificate    
Registrar, (i) written notification from each Rating Agency that the removal of 
the restrictions on Transfer set forth in this Section will not cause such      
Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause any REMIC created        
hereunder to fail to qualify as a REMIC.                                        

            (e) No service charge shall be made for any registration of transfer
or exchange of Certificates of any Class, but the Certificate Registrar may     
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.     

    All Certificates surrendered for registration of transfer or
exchange shall be cancelled by the Certificate Registrar and disposed of        
pursuant to its standard procedures.                                            

       Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

          If (i) any mutilated Certificate is surrendered to the Certificate
Registrar or the Certificate Registrar receives evidence to its satisfaction of 
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee, the Depositor, the NIMS Insurer and the Certificate Registrar such 
security or indemnity as may be required by them to save each of them harmless, 
then, in the absence of notice to the Trustee or the Certificate Registrar that 
such Certificate has been acquired by a bona fide purchaser, the Trustee shall  
execute on behalf of the Trust, and the Certificate Registrar shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost  
or stolen Certificate, a new Certificate of like tenor and Percentage Interest. 
Upon the issuance of any new Certificate under this Section, the Trustee or the 
Certificate Registrar may require the payment of a sum sufficient to cover any  
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the          
Certificate Registrar) in connection therewith. Any duplicate Certificate issued
pursuant to this Section, shall constitute complete and indefeasible evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.                            

Section 5.04 Persons Deemed Owners.                     

       The Servicer, the Depositor, the NIMS Insurer, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of the Servicer, the      
Depositor, the NIMS Insurer, the Certificate Registrar, any Paying Agent or the 
Trustee may treat the Person, including a Depository, in whose name any         
Certificate is registered as the owner of such Certificate for the purpose of   
receiving distributions pursuant to Section 4.01 and 4.02 and for all other     
purposes whatsoever, and none of the Servicer, the Trust, the NIMS Insurer, the 
Trustee nor any agent of any of them shall be affected by notice to the         
contrary.                                                                       

Section 5.05 Appointment of Paying Agent.               

            The Paying Agent shall make distributions to Certificateholders from
the Distribution Account pursuant to Section 4.01 and 4.02 and shall report the 
amounts of such distributions to the Trustee. The duties of the Paying Agent may
include the obligation to distribute statements and provide information to      
Certificateholders as required hereunder. The Paying Agent hereunder shall at   
all times be an entity duly incorporated and validly existing under the laws of 
the United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by    
federal or state authorities. The Paying Agent shall initially be the Trustee.  
The Trustee may appoint a successor to act as Paying Agent, which appointment   
shall be reasonably satisfactory to the Depositor, the NIMS Insurer and the     
Rating Agencies. The Trustee as Paying Agent shall be subject to the same       
standards of care, limitations on liability and rights to indemnity as the      
Trustee, and the provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14, 8.15
and 8.16 shall apply to the Paying Agent to the same extent as they apply to the
Trustee. Any Paying Agent appointed in accordance with this Section 5.05 may at 
any time resign by giving at least 30 days' advance written notice of           
resignation to the Trustee, the Servicer, the NIMS Insurer and the Depositor,   
such resignation to become effective upon appointment of a successor Paying     
Agent.                                                                          

ARTICLE VI

THE SERVICER AND THE DEPOSITOR

 Section 6.01 Liability of the Servicer and the Depositor.

       The Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically imposed upon and undertaken by the       
Servicer herein. The Depositor shall be liable in accordance herewith only to   
the extent of the obligations specifically imposed upon and undertaken by the   
Depositor.                                                                      

     Section 6.02 Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer or the Depositor.                                  

            Any entity into which the Servicer or the Depositor may be merged or
consolidated, or any entity resulting from any merger, conversion or            
consolidation to which the Servicer or the Depositor shall be a party, or any   
corporation succeeding to the business of the Servicer or the Depositor, shall  
be the successor of the Servicer or the Depositor, 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 servicer shall satisfy   
all the requirements of Section 7.02 with respect to the qualifications of a    
successor servicer.                                                             

        Section 6.03 Limitation on Liability of the Servicer and Others.

    Neither the Servicer nor any of the directors or officers or
employees or agents of the Servicer shall be under any liability to the Trust or
the Certificateholders for any action taken or for refraining from the taking of
any action by the Servicer in good faith pursuant to this Agreement, or for     
errors in judgment; provided, however, that this provision shall not protect the
Servicer or any such Person against any liability which would otherwise be      
imposed by reason of its willful misfeasance, bad faith or negligence in the    
performance of duties of the Servicer or by reason of its reckless disregard of 
its obligations and duties of the Servicer hereunder; provided, further, that   
this provision shall not be construed to entitle the Servicer to indemnity in   
the event that amounts advanced by the Servicer to retire any senior lien exceed
Liquidation Proceeds (in excess of related liquidation expenses) realized with  
respect to the related Mortgage Loan. The Servicer and any director or officer  
or 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 and any director or officer or      
employee or agent of the Servicer shall be indemnified by the Trust and held    
harmless against any loss, liability or expense incurred in connection with any 
legal action relating to this Agreement or the Certificates, other than any     
loss, liability or expense incurred by reason of its willful misfeasance, bad   
faith or negligence in the performance of duties hereunder or by reason of its  
reckless disregard of obligations and duties hereunder. The Servicer may        
undertake any such action which it may deem necessary or desirable in respect of
this Agreement, and the rights and duties of the parties hereto and the         
interests of the Certificateholders hereunder. In such event, the reasonable    
legal expenses and costs of such action and any liability resulting therefrom   
shall be expenses, costs and liabilities of the Trust and the Servicer shall be 
entitled to pay such expenses from the proceeds of the Trust or to be reimbursed
therefor pursuant to Section 3.05 upon presentation to the Trustee of           
documentation of such expenses, costs and liabilities. The Servicer's right to  
indemnity or reimbursement pursuant to this Section shall survive any           
resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with
respect to any losses, expenses, costs or liabilities arising prior to such     
resignation or termination (or arising from events that occurred prior to such  
resignation or termination). This paragraph shall apply to the Servicer solely  
in its capacity as Servicer hereunder and in no other capacities.               

Section 6.04 Servicer Not to Resign.                    

       Subject to the provisions of Section 7.01 and Section 6.02, the
Servicer shall not resign from the obligations and duties hereby imposed on it  
except (i) upon 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 the NIMS Insurer in writing and such      
proposed successor servicer is reasonably acceptable to the Trustee and the NIMS
Insurer; and (b) each Rating Agency shall have delivered a letter to the Trustee
and the NIMS Insurer prior to the appointment 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
Regular Certificates or the ratings that are in effect; 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 shall be evidenced by an Opinion of Counsel to  
such effect delivered to the Trustee and the NIMS Insurer.                      

Section 6.05 Delegation of Duties.                      

           (a)    In the ordinary course of business, the Servicer at any time
may delegate any of its duties hereunder to any Person, including any of its    
Affiliates, who agrees to conduct such duties in accordance with standards      
comparable to those set forth in Section 3.01. Such delegation shall not relieve
the Servicer of its liabilities and responsibilities with respect to such duties
and shall not constitute a resignation within the meaning of Section 6.04. The  
Servicer shall provide the Trustee, the NIMS Insurer and the Rating Agencies    
with 60 days prior written notice prior to the delegation of any of its duties  
to any Person other than any of the Servicer's Affiliates or their respective   
successors and assigns.                                                         

         (b)    The Servicer is hereby authorized, with the consent of the
NIMS Insurer, to enter into a financing or other facility (any such arrangement,
an "Advance Facility") under which (1) the Servicer assigns or pledges to       
another Person (together with such Person's successors and assigns, an          
"Advancing Person") the Servicer's rights under this Agreement to be reimbursed 
for any Advances or Servicing Advances and/or (2) an Advancing Person agrees to 
fund some or all Advances and/or Servicing Advances required to be made by the  
Servicer pursuant to this Agreement. The Servicer shall notify each other party 
to this Agreement prior to or promptly after entering into or terminating any   
Advance Facility. Notwithstanding the existence of any Advance Facility under   
which an Advancing Person agrees to fund Advances and/or Servicing Advances on  
the Servicer's behalf, the Servicer shall remain obligated pursuant to this     
Agreement to make Advances and Servicing Advances pursuant to and as required by
this Agreement. If the Servicer enters into an Advance Facility, and for so long
as an Advancing Person remains entitled to receive reimbursement for any        
Advances and/or Servicing Advances, as applicable, pursuant to this Agreement,  
then the Servicer shall not be permitted to reimburse itself for Advances and/or
Servicing Advances, but instead the Servicer shall be required to remit amounts 
collected that would otherwise be retained by the Servicer to reimburse it for  
the amount of previously unreimbursed Advances ("Advance Reimbursements") and/or
previously unreimbursed Servicing Advances ("Servicing Advance Reimbursements"  
and together with Advance Reimbursements, "Reimbursements") (in each case to the
extent such type of Reimbursements are included in the Advance Facility) in     
accordance with the documentation establishing the Advance Facility to such     
Advancing Person or to a trustee, agent or custodian (an "Advance Facility      
Trustee") designated by such Advancing Person. Notwithstanding anything to the  
contrary herein, in no event shall Advance Reimbursements or Servicing Advance  
Reimbursements be included in the "Available Funds" or distributed to           
Certificateholders. If the terms of a facility proposed to be entered into with 
an Advancing Person by the Servicer would not materially and adversely affect   
the interests of any Certificateholder, then the NIMS Insurer shall not withhold
its consent to the Servicer's entering such facility.                           

    Reimbursements shall consist solely of amounts in respect of
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 Advance(s) and/or    
Servicing Advance(s). Notwithstanding the foregoing, no Person shall be entitled
to reimbursement from funds held in the Collection Account for future           
distribution to Certificateholders pursuant to this Agreement. None of the      
Depositor or the Trustee shall have any duty or liability with respect to the   
calculation or payment of any Reimbursements, nor shall the Depositor or the    
Trustee have any responsibility to track or monitor the administration of the   
Advance Facility or the payment of Reimbursements to the related Advancing      
Person or Advance Facility Trustee. 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 receives an assignment or pledge of the
rights to be reimbursed for Advances and/or Servicing Advances, and/or whose    
obligations hereunder are limited to the funding of Advances and/or Servicing   
Advances shall not be required to meet the criteria for qualification of a      
subservicer set forth in this Agreement.                                        

         The documentation establishing any Advance Facility shall require
that Reimbursements distributed with respect to each Mortgage Loan be allocated 
to outstanding unreimbursed Advances or Servicing Advances (as the case may be) 
made with respect to that Mortgage Loan on a "first in, first out" (FIFO) basis.
Such documentation shall also require the Servicer to provide to the related    
Advancing Person or Advance Facility Trustee loan by loan information with      
respect to each Reimbursement distributed to such Advancing Person or Advance   
Facility Trustee on each Distribution Date, to enable the Advancing Person or   
Advance Facility Trustee to make the FIFO allocation of each Reimbursement with 
respect to each Mortgage Loan. The Servicer shall remain entitled to be         
reimbursed by the Advancing Person or Advance Facility Trustee for all Advances 
and Servicing Advances funded by the Servicer to the extent the related rights  
to be reimbursed therefor have not been assigned or pledged to an Advancing     
Person.                                                                         

         The Servicer shall indemnify the Depositor, the Trustee, the NIMS
Insurer, any successor servicer and the Trust Fund resulting from any claim by  
the related Advancing Person, except to the extent that such claim, loss,       
liability or damage resulted from or arose out of negligence, recklessness or   
willful misconduct on the part of the Depositor, the Trustee or any successor   
servicer.                                                                       

          Any amendment to this Section 6.05(b) 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 6.05(b), including      
amendments to add provisions relating to a successor servicer, may be entered   
into by the Trustee, the Depositor and the Servicer without the consent of any  
Certificateholder but with the consent of the NIMS Insurer, provided such       
amendment complies with Section 11.01 hereof. All reasonable costs and expenses 
(including attorneys' fees) of each party hereto of any such amendment shall be 
borne solely by the Servicer. Prior to entering into an Advance Facility, the   
Servicer shall notify the lender under such facility in writing that: (a) the   
Advances and/or Servicing Advances financed by and/or pledged to the lender are 
obligations owed to the Servicer on a non-recourse basis payable only from the  
cash flows and proceeds received under this Agreement for reimbursement of      
Advances and/or Servicing Advances only to the extent provided herein, and the  
Trustee and the Trust are not otherwise obligated or liable to repay any        
Advances and/or Servicing Advances financed by the lender; (b) the Servicer will
be responsible for remitting to the lender the applicable amounts collected by  
it as reimbursement for Advances and/or Servicing Advances funded by the lender,
subject to the restrictions and priorities created in this Agreement; and (c)   
the Trustee shall not have any responsibility to track or monitor the           
administration of the financing arrangement between the Servicer and the lender.

 ARTICLE VII

 DEFAULT

Section 7.01 Servicer Events of Termination.            

   (a) If any one of the following events ("Servicer Events of
Termination") shall occur and be continuing:                                    

         (i) (A) The failure by the Servicer to make any Advance or to pay
      Compensating Interest; or (B) any other failure by the Servicer to deposit
in the Collection Account or remit to the Trustee for deposit in the
   Distribution Account any payment required to be made under the terms of
  this Agreement, which failure continues unremedied for a period of one
     Business Day after the first date on which (x) the Servicer has knowledge
 of such failure or (y) written notice of such failure is given to the
Servicer; or                                                        

       (ii) The failure by the Servicer to make any required Servicing
      Advance which failure continues unremedied for a period of 30 days, or the
failure by the Servicer duly to observe or perform, in any material 
      respect, any other covenants, obligations or agreements of the Servicer as
 set forth in this Agreement, which failure continues unremedied for a
 period of 30 days, after the date (A) on which written notice of such
    failure, requiring the same to be remedied, shall have been given to the
     Servicer by the Trustee or the NIMS Insurer or by any Holder of a Regular
  Certificate evidencing at least 25% of the Voting Rights or (B) actual
knowledge of such failure by a Servicing Officer of the Servicer; or

            (iii) The entry against the Servicer of a decree or order by a court
      or agency or supervisory authority having jurisdiction in the premises for
    the appointment of a trustee, conservator, receiver or liquidator in any
insolvency, conservatorship, receivership, readjustment of debt,    
    marshalling of assets and liabilities or similar proceedings, or for the
     winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 days; or  

           (iv) The Servicer shall voluntarily go into liquidation, consent to
 the appointment of a conservator or receiver or liquidator or similar
     person in any insolvency, 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 a decree or order
    of a court or agency or supervisory authority having jurisdiction in the
  premises for the appointment of a conservator, receiver, liquidator or
  similar person in any insolvency, 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, 
     unbonded or unstayed for a period of 60 days; or the Servicer shall admit
   in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable insolvency or   
reorganization statute, make an assignment for the benefit of its   
creditors or voluntarily suspend payment of its obligations; or     

       (v) As of any Distribution Date, if the average for the related
Collection Period and the two preceding Collection Periods of the   
  fraction, expressed as a percentage, the numerator of which is (a) the
aggregate Principal Balance of 60+ Day Delinquent Loans and the     
denominator of which is (b) the aggregate Principal Balance of the  
  Mortgage Loans, in the case of both (a) and (b), as of the last day of
each such Collection Period, exceeds 18%.                           

        (b) Then, and in each and every such case, so long as a Servicer
Event of Termination shall not have been remedied within the applicable grace   
period, (x) with respect solely to clause (i)(A) above, if such Advance is not  
made by 2:00 P.M., New York time, on the Business Day immediately following the 
Servicer Remittance Date, the Trustee may terminate all of the rights and       
obligations of the Servicer under this Agreement and the Trustee, or a successor
servicer appointed in accordance with Section 7.02, shall immediately make such 
Advance and assume, pursuant to Section 7.02, the duties of a successor servicer
and (y) in the case of (i)(B), (ii), (iii), (iv) and (v) above, the Trustee     
shall, at the direction of the NIMS Insurer or Holders of each Class of Regular 
Certificates evidencing Percentage Interests aggregating not less than 51%, by  
notice then given in writing to the Servicer (and to the Trustee if given by    
Holders of Certificates), terminate all of the rights and obligations of the    
Servicer as servicer under this Agreement. Any such notice to the Servicer shall
also be given to each Rating Agency, the NIMS Insurer and the Depositor. On or  
after the receipt by the Servicer (and by the Trustee if such notice is given by
the Holders) of such written notice, all authority and power of the Servicer    
under this Agreement, whether with respect to the Certificates or the Mortgage  
Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and  
under this Section or successor servicer appointed in connection with Section   
7.02; and, without limitation, the Trustee or successor servicer 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 of each Mortgage Loan and Related Documents or otherwise. The       
Servicer agrees to cooperate with the Trustee (or the applicable successor      
servicer) in effecting the termination of the responsibilities and rights of the
Servicer hereunder, including, without limitation, the delivery to the Trustee  
(or the applicable successor servicer) of all documents and records requested by
it to enable it to assume the Servicer's functions under this Agreement within  
ten Business Days subsequent to such notice, the transfer within one Business   
Day subsequent to such notice to the Trustee (or the applicable successor       
servicer) for the administration by it of all cash amounts that shall at the    
time be held by the Servicer and to be deposited by it in the Collection        
Account, the Distribution Account or any Escrow Account or that have been       
deposited by the Servicer in such accounts or thereafter received by the        
Servicer with respect to the Mortgage Loans or any REO Property received by the 
Servicer. All reasonable out-of-pocket costs and expenses (including attorneys' 
fees) incurred in connection with transferring the servicing to the successor   
servicer and amending this Agreement to reflect such succession as Servicer     
pursuant to this Section shall be paid by the predecessor servicer (or if the   
predecessor servicer is the Trustee, the initial servicer) upon presentation of 
reasonable documentation of such costs and expenses, and if such predecessor    
Servicer defaults in its obligation to pay such costs, such costs shall be paid 
by the successor Servicer or the Trustee (in which case the successor Servicer  
or the Trustee shall be entitled to reimbursement therefor from the assets of   
the Trust).                                                                     

       Notwithstanding any termination of the activities of a Servicer
hereunder, the Servicer shall be entitled to receive payment of all accrued and 
unpaid Servicing Fees and reimbursement for all outstanding Advances and        
Servicing Advances properly made prior to the date of termination.              

Section 7.02 Trustee to Act; Appointment of Successor.  

        (a) Within 90 days of the time the Servicer (and the Trustee, if
notice is sent by the Holders) receives a notice of termination pursuant to     
Section 7.01 or 6.04, the Trustee (or such other successor servicer as is       
approved in accordance with this Agreement) shall be the successor in all       
respects 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 arising on and after its succession.
As compensation therefor, the Trustee (or such other successor servicer) shall  
be entitled to such compensation as the Servicer would have been entitled to    
hereunder if no such notice of termination had been given. Notwithstanding the  
above, (i) if the Trustee is unwilling to act as successor servicer or (ii) if  
the Trustee is legally unable so to act, the Trustee shall appoint or petition a
court of competent jurisdiction to appoint, any established housing and home    
finance institution, bank or other mortgage loan or home equity loan servicer   
having a net worth of not less than $50,000,000 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; provided, that the appointment of any 
such successor servicer will not result in the qualification, reduction or      
withdrawal of the ratings assigned to the Certificates or the ratings that are  
in effect by the Rating Agencies as evidenced by a letter to such effect from   
the Rating Agencies and that, in the case of a successor servicer appointed by  
the Trustee, such successor servicer is reasonably acceptable to the NIMS       
Insurer. Pending appointment of a successor to the Servicer hereunder, unless   
the Trustee is prohibited by law from so acting, the Trustee shall act in such  
capacity as hereinabove provided. In connection with such appointment and       
assumption, the successor shall be entitled to receive compensation out of      
payments on Mortgage Loans in an amount equal to the compensation which the     
Servicer would otherwise have received pursuant to Section 3.18 (or such other  
compensation as the Trustee and such successor shall agree, not to exceed the   
Servicing Fee). The successor servicer shall be entitled to withdraw from the   
Collection Account all costs and expenses associated with the transfer of the   
servicing to the successor servicer, including costs and expenses of the        
Trustee. The appointment of a successor servicer shall not affect any liability 
of the predecessor servicer which may have arisen under this Agreement prior to 
its termination as Servicer to pay any deductible under an insurance policy     
pursuant to Section 3.11 or to indemnify the parties indicated in Section 3.26  
pursuant to the terms thereof, nor shall any successor servicer be liable for   
any acts or omissions of the predecessor servicer or for any breach by such     
servicer of any of its representations or warranties contained herein or in any 
related document or agreement. The Trustee and such successor shall take such   
action, consistent with this Agreement, as shall be necessary to effectuate any 
such succession.                                                                

    (b) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer continue to service   
and administer the Mortgage Loans for the benefit of Certificateholders, and    
maintain in force a policy or policies of insurance covering errors and         
omissions in the performance of its obligations as Servicer hereunder and a     
Fidelity Bond in respect of its officers, employees and agents to the same      
extent as the Servicer is so required pursuant to Section 3.12.                 

Section 7.03 Waiver of Defaults.                        

       The Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights allocated to the Classes of Certificates affected by a Servicer   
Event of Termination may, on behalf of all Certificateholders, and with the     
consent of the NIMS Insurer, waive any events permitting removal of the Servicer
as servicer pursuant to this Article VII, provided, however, that such Holders  
may not waive a default in making a required distribution on a Certificate      
without the consent of the Holder of such Certificate and the NIMS Insurer. Upon
any waiver of a past default, such default shall cease to exist and any Servicer
Event of Termination arising therefrom shall be deemed to have been remedied for
every purpose of this Agreement. No such waiver shall extend to any subsequent  
or other default or impair any right consequent thereto except to the extent    
expressly so waived. Notice of any such waiver shall be given by the Trustee to 
the Rating Agencies.                                                            

Section 7.04 Notification to Certificateholders.        

            (a) On any termination or appointment of a successor to the Servicer
pursuant to this Article VII or Section 6.04, the Trustee shall give prompt     
written notice thereof to the Certificateholders at their respective addresses  
appearing in the Certificate Register, the NIMS Insurer and each Rating Agency. 

         (b) No later than 60 days after the occurrence of any event which
constitutes or which, with notice or a lapse of time or both, would constitute a
Servicer Event of Termination for five Business Days after a Responsible Officer
of the Trustee becomes aware of the occurrence of such an event, the Trustee    
shall transmit by mail to the NIMS Insurer and all Certificateholders notice of 
such occurrence unless such default or Servicer Event of Termination shall have 
been waived or cured. Such notice shall be given to the Rating Agencies promptly
after any such occurrence.                                                      

Section 7.05 Survivability of Servicer Liabilities.     

            Notwithstanding anything herein to the contrary, upon termination of
the Servicer hereunder, any liabilities of the Servicer which accrued prior to  
such termination shall survive such termination.                                

ARTICLE VIII

 THE TRUSTEE

Section 8.01 Duties of Trustee.                         

   The Trustee, prior to the occurrence of a Servicer Event of
Termination of which a Responsible Officer of the Trustee shall have actual     
knowledge and after the curing of all Servicer Events of Termination which may  
have occurred, undertakes to perform such duties and only such duties as are    
specifically set forth in this Agreement. If a Servicer Event of Termination has
occurred (which has not been cured) of which a Responsible Officer has actual   
knowledge, 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 which are specifically required to be furnished pursuant to any  
provision of this Agreement, shall examine them to determine whether they       
conform to the requirements of this Agreement; provided, however, that that the 
Trustee shall not be responsible for the accuracy or content of any resolution, 
certificate, statement, opinion, report, document, order or other instrument    
furnished by the Servicer, the Seller, the NIMS Insurer or the Depositor        
hereunder. If any such instrument is found not to conform in any material       
respect to the requirements of this Agreement, the Trustee shall notify the     
Certificateholders of such instrument in the event that the Trustee, after so   
requesting, does not receive a satisfactorily corrected 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 misconduct; provided, however, that:                          

         (i) prior to the occurrence of a Servicer Event of Termination of
   which a Responsible Officer of the Trustee shall have actual knowledge,
     and after the curing of all such Servicer Events of Termination which may
have occurred, 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 such duties and   
   obligations as are specifically set forth in this Agreement, no implied
  covenants or obligations shall be read into this Agreement against the
    Trustee and, in the absence of bad faith on the part of the Trustee, 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;                                                     

       (ii) the Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer of the Trustee,
    unless it shall be proved that the Trustee was negligent in ascertaining
or investigating the facts related thereto;                         

            (iii) the Trustee shall not be personally 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 NIMS Insurer or the Majority   
   Certificateholders relating to the time, method and place of conducting
   any proceeding for any remedy available to the Trustee or exercising or
    omitting to exercise any trust or power conferred upon the Trustee under
this Agreement; and                                                 

           (iv) the Trustee shall not be charged with knowledge of any failure
      by the Servicer to comply with the obligations of the Servicer referred to
in clauses (i) and (ii) of Section 7.01(a) or any Servicer Event of 
    Termination unless a Responsible Officer of the Trustee at the Corporate
Trust Office obtains actual knowledge of such failure or the Trustee
receives written notice of such failure from the Servicer, the NIMS 
      Insurer or the Majority Certificateholders. In the absence of such receipt
of such notice, the Trustee may conclusively assume that there is no
Servicer Event of Termination.                                      

            The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties     
hereunder, or in the exercise of any of its rights or powers, if there is       
reasonable ground for believing that the repayment of such funds or adequate    
indemnity against such risk or liability is not reasonably assured to it, and   
none of the provisions contained in this Agreement shall in any event require   
the Trustee to perform, or be responsible for the manner of performance of, any 
of the obligations of the Servicer under this Agreement, except during such     
time, if any, as the Trustee shall be the successor to, and be vested with the  
rights, duties, powers and privileges of, the Servicer in accordance with the   
terms of this Agreement.                                                        

        The Trustee shall not have any duty (A) to see to any recording,
filing, or depositing of this Agreement or any agreement referred to herein or  
any financing statement or continuation statement evidencing a security         
interest, or to see to the maintenance of any such recording or filing or       
depositing or to any rerecording, refiling or redepositing of any thereof, (B)  
to see to any insurance or (C) to see to the payment or discharge of any tax,   
assessment, or other governmental charge or any lien or encumbrance of any kind 
owing with respect to, assessed or levied against, any part of the Trust Fund   
other than from funds available in the Distribution Account.                    

Section 8.02 Certain Matters Affecting the Trustee.     

(a) Except as otherwise provided in Section 8.01:       

            (i) 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 reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties;

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

           (iii) the Trustee shall not be under any obligation to exercise any
    of the 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 the Certificateholders or the NIMS Insurer
pursuant to the provisions of this Agreement, unless such           
    Certificateholders or the NIMS Insurer shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and    
  liabilities which may be incurred therein or thereby; the right of the
 Trustee to perform any discretionary act enumerated in this Agreement
     shall not be construed as a duty, and the Trustee shall not be answerable
     for other than its negligence or willful misconduct in the performance of
any such act;                                                       

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

          (v) prior to the occurrence of a Servicer Event of Termination and
 after the curing of all Servicer Events of Termination which may have
   occurred, 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 documents, unless requested in writing to do so by
   the Majority Certificateholders or the NIMS Insurer; provided, however,
     that if the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee, not reasonably assured to
      the Trustee by the security afforded to it by the terms of this Agreement,
      the Trustee may require reasonable indemnity against such cost, expense or
  liability as a condition to such proceeding. The reasonable expense of
   every such examination shall be paid by the Servicer or, if paid by the
     Trustee, shall be reimbursed by the Servicer upon demand. Nothing in this
    clause (v) shall derogate from the obligation of the Servicer to observe
  any applicable law prohibiting disclosure of information regarding the
Mortgagors;                                                         

        (vi) the Trustee shall not be accountable, have any liability or
make any representation as to any acts or omissions hereunder of the
      Servicer until such time as the Trustee may be required to act as Servicer
pursuant to Section 7.02;                                           

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

        (viii) the right of the Trustee to perform any discretionary act
  enumerated in this Agreement shall not be construed as a duty, and the
    Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of such act.                          

           Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.

         The recitals contained herein and in the Certificates (other than
the authentication of the Trustee on the Certificates) shall be taken as the    
statements of the Depositor, and the Trustee assumes no responsibility for the  
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (other than the         
signature and authentication of the Trustee on the Certificates) or of any      
Mortgage Loan or Related Document. The Trustee shall not be accountable for the 
use or application by the Servicer, or for the use or application of any funds  
paid to the Servicer in respect of the Mortgage Loans or deposited in or        
withdrawn from the Collection Account by the Servicer. The Trustee shall not at 
any time have any responsibility or liability for or with respect to the        
legality, validity and enforceability of any Mortgage or any Mortgage Loan, or  
the perfection and priority of any Mortgage or the maintenance of any such      
perfection and priority, or for or with respect to the sufficiency of the Trust 
or its ability to generate the payments to be distributed to Certificateholders 
under this Agreement, including, without limitation: the existence, condition   
and ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance thereon (other than if the Trustee shall assume the duties of  
the Servicer pursuant to Section 7.02); the validity of the assignment of any   
Mortgage Loan to the Trustee or of any intervening assignment; the completeness 
of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section 
7.02); the compliance by the Depositor or the Servicer with any warranty or     
representation made under this Agreement or in any related document or the      
accuracy of any such warranty or representation prior to the Trustee's receipt  
of notice or other discovery of any non-compliance therewith or any breach      
thereof; any investment of monies by or at the direction of the Servicer or any 
loss resulting therefrom, it being understood that the Trustee shall remain     
responsible for any Trust property that it may hold in its individual capacity; 
the acts or omissions of any of the Servicer (other than if the Trustee shall   
assume the duties of the Servicer pursuant to Section 7.02), or any Mortgagor;  
any action of the Servicer (other than if the Trustee shall assume the duties of
the Servicer pursuant to Section 7.02), taken in the name of the Trustee; the   
failure of the Servicer to act or perform any duties required of it as agent of 
the Trustee hereunder; or any action by the Trustee taken at the instruction of 
the Servicer (other than if the Trustee shall assume the duties of the Servicer 
pursuant to Section 7.02); provided, however, that the foregoing shall not      
relieve the Trustee of its obligation to perform its duties under this          
Agreement. The Trustee shall not have any responsibility for filing 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.                                                        

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 Trustee and may transact any banking and trust business with the       
Servicer, the Depositor or their Affiliates.                                    

Section 8.05 Trustee Compensation and Expenses.         

          The Trustee shall be entitled to investment income from amounts on
deposit in the Distribution Account as compensation for its services hereunder. 
The Trust shall reimburse the Trustee for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any of the      
provisions of this Agreement (including the reasonable compensation and the     
expenses and disbursements of its counsel and of all persons not regularly in   
its employ) except any such expense, disbursement or advance as may arise from  
its negligence or bad faith or which is the responsibility of Certificateholders
or the Trustee hereunder. In addition, the Trustee and its officers, directors, 
employees and agents shall be indemnified by the Trust from, and held harmless  
against, any and all losses, liabilities, damages, claims or expenses incurred  
in connection with any legal action relating to this Agreement or the           
Certificates, other than any loss, liability or expense incurred by reason of   
willful misfeasance, bad faith or negligence of the Trustee in the performance  
of its duties hereunder or by reason of the Trustee's reckless disregard of     
obligations and duties hereunder. This Section shall survive termination of this
Agreement or the resignation or removal of any Trustee hereunder.               

Section 8.06 Eligibility Requirements for Trustee.      

            The Trustee hereunder shall at all times be an entity duly organized
and validly existing under the laws of the United States of America or any state
thereof, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 and a minimum long-term    
debt rating of BBB by Fitch and S&P and subject to supervision or examination by
federal or state authority. If such entity 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 entity shall be deemed to be its       
combined capital and surplus as set forth in its most recent report of condition
so published. The principal office of the Trustee (other than the initial       
Trustee) shall be in a state with respect to which an Opinion of Counsel has    
been delivered to such Trustee at the time such Trustee is appointed Trustee to 
the effect that the Trust will not be a taxable entity under the laws of such   
state. In case at any time the Trustee shall cease to be eligible in accordance 
with the provisions of this Section 8.06, the Trustee shall resign immediately  
in the manner and with the effect specified in Section 8.07.                    

Section 8.07 Resignation or Removal of Trustee.         

            The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Servicer, 
the NIMS Insurer and each Rating Agency. Upon receiving such notice of          
resignation, the Depositor shall promptly appoint a successor Trustee reasonably
acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of 
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and     
having accepted appointment within 30 days after the giving of such notice of   
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 the provisions of Section 8.06 and shall fail to resign after written      
request therefor by the Depositor or the NIMS Insurer, or if at any time the    
Trustee shall be legally unable to act, or shall be adjudged a bankrupt or      
insolvent, or a receiver of the Trustee or of their property shall be appointed,
or any public officer shall take charge or control of the Trustee or of their   
property or affairs for the purpose of rehabilitation, conservation or          
liquidation, then the Depositor or the NIMS Insurer may remove the Trustee. If  
the Depositor or the NIMS Insurer removes the Trustee under the authority of the
immediately preceding sentence, the Depositor or the NIMS Insurer, as the case  
may be, shall promptly appoint a successor Trustee (reasonably acceptable to the
NIMS Insurer if appointed by the Depositor) by written instrument, in duplicate,
one copy of which instrument shall be delivered to the Trustee so removed and   
one copy to the successor Trustee.                                              

           The Majority Certificateholders or the NIMS Insurer may at any time
remove the Trustee by written instrument or instruments delivered to the        
Servicer, the Depositor, the NIMS Insurer and the Trustee; the Depositor shall  
thereupon use its best efforts to appoint a successor Trustee reasonably        
acceptable to the NIMS Insurer in accordance with this Section.                 

      Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall  
not become effective until 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, the NIMS Insurer, the Rating 
Agencies, the Servicer and to its predecessor Trustee 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. 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 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 such acceptance such successor Trustee shall 
be eligible under the provisions of Section 8.06 and the appointment of such    
successor Trustee shall not result in a downgrading of the Regular Certificates 
by either Rating Agency, as evidenced by a letter from each Rating Agency.      

            Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the successor Trustee shall mail notice of the appointment of
a successor Trustee hereunder to all Holders of Certificates at their addresses 
as shown in the Certificate Register and to each Rating Agency.                 

Section 8.09 Merger or Consolidation of Trustee.        

            Any entity into which the Trustee may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger,          
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the business of the Trustee, shall be the successor of the        
hereunder, provided such entity shall be eligible under the provisions of       
Section 8.06 and 8.08, without the execution or filing of any paper or any      
further act on the part of any of the parties hereto, anything herein to the    
contrary notwithstanding.                                                       

   Section 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 or any Mortgaged Property may at the time be located, the 
Depositor 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 and the NIMS Insurer 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, and to vest in such Person or Persons, in such capacity and for the      
benefit of the Certificateholders, such title to the Trust, or any part thereof,
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     
necessary or desirable. Any such co-trustee or separate trustee shall be subject
to the written approval of the Servicer and the NIMS Insurer. If the Servicer   
and the NIMS Insurer shall not have joined in such appointment within 15 days   
after the receipt by it of a request so to do, or in the case a Servicer Event  
of Termination 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:

           (i) all rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or
    performed by the Trustee and such separate trustee or co-trustee jointly
(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 Trust 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;                         

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

          (iii) the Servicer and the Trustee, acting jointly may at any time
  accept the resignation of or remove any separate trustee or co-trustee
    except that following the occurrence of a Servicer Event of Termination,
      the Trustee acting alone may accept the resignation or remove any 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 then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any     
separate trustee or co-trustee shall refer to this Agreement and the conditions 
of this Article 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 to, the Trustee. Every  
such instrument shall be filed with the Trustee and a copy thereof given to the 
Depositor, the NIMS Insurer, the Rating Agencies and the Servicer.              

           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 Limitation of Liability.                   

           The Certificates are executed by the Trustee, not in its individual
capacity but solely as Trustee of the Trust, 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 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.                         

     Section 8.12 Trustee May Enforce Claims Without Possession of
Certificates.                                                                   

       (a) All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the          
possession of any of the Certificates or the production thereof in any          
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee for the benefit of all 
Holders of such Certificates, subject to the provisions of this Agreement. Any  
recovery of judgment shall, after provision for the payment of the reasonable   
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of     
which such judgment has been recovered.                                         

          (b) The Trustee shall afford the Depositor, the Servicer, the NIMS
Insurer and each Certificateholder upon reasonable notice during normal business
hours, access to all records maintained by the Trustee in respect of its duties 
hereunder and access to officers of the Trustee responsible for performing such 
duties. The Trustee shall cooperate fully with the Servicer, the NIMS Insurer,  
the Depositor and such Certificateholder and shall make available to the        
Servicer, the NIMS Insurer, the Depositor and such Certificateholder for review 
and copying at the expense of the party requesting such copies, such books,     
documents or records as may be requested with respect to the Trustee's duties   
hereunder. The Depositor, the Servicer, the NIMS Insurer and the                
Certificateholders shall not have any responsibility or liability for any action
or failure to act by the Trustee and are not obligated to supervise the         
performance of the Trustee under this Agreement or otherwise.                   

Section 8.13 Suits for Enforcement.                     

       In case a Servicer Event of Termination or other default by the
Servicer hereunder shall occur and be continuing, the Trustee may proceed to    
protect and enforce its rights and the rights of the Certificateholders under   
this Agreement by a suit, action or proceeding in equity or at law or otherwise,
whether for the specific performance of any covenant or agreement contained in  
this Agreement or in aid of the execution of any power granted in this Agreement
or for the enforcement of any other legal, equitable or other remedy, as the    
Trustee, being advised by counsel, and subject to the foregoing, shall deem most
effectual to protect and enforce any of the rights of the Trustee and the       
Certificateholders.                                                             

Section 8.14 Waiver of Bond Requirement.                

           The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part     
thereof, may be located that the Trustee post a bond or other surety with any   
court, agency or body whatsoever.                                               

  Section 8.15 Waiver of Inventory, Accounting and Appraisal
Requirement.                                                                    

           The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part     
thereof, may be located that the Trustee file any inventory, accounting or      
appraisal of the Trust with any court, agency or body at any time or in any     
manner whatsoever.                                                              

ARTICLE IX

REMIC AND GRANTOR TRUST ADMINISTRATION

Section 9.01 REMIC Administration.                      

          (a) The Trustee shall (i) make or cause to be made REMIC elections
for each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5 as set forth in the  
Preliminary Statement on Forms 1066 or other appropriate federal tax or         
information return for the taxable year ending on the last day of the calendar  
year in which the Certificates are issued, and (ii) file Form 8811, or other    
applicable form, within 30 days of the Closing Date (or such other period as may
be allowed by applicable law), indicating the name, title, address and telephone
number of the Person who will serve as the representative of REMIC 4 and REMIC  
5. The regular interests and residual interest in each REMIC shall be as        
designated in the Preliminary Statement.                                        

         (b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 860G(a)(9) of the Code.                

       (c) The Trustee shall pay any and all tax related expenses (not
including taxes) of each REMIC, including but not limited to any professional   
fees or expenses related to audits or any administrative or judicial proceedings
with respect to such REMIC that involve the Internal Revenue Service or state   
tax authorities, but only to the extent that (i) such expenses are ordinary or  
routine expenses, including expenses of a routine audit but not expenses of     
litigation (except as described in (ii)); or (ii) such expenses or liabilities  
(including taxes and penalties) are attributable to the negligence or willful   
misconduct of the Trustee in fulfilling its duties hereunder. The Trustee shall 
be entitled to reimbursement of expenses other than those expenses described in 
clause (i) or (ii) above from the Trust.                                        

            (d) The Trustee shall prepare or cause to be prepared, sign and file
or cause to be filed, each REMIC's federal and state tax and information returns
as such REMIC's direct representative. The expenses of preparing and filing such
returns shall be borne by the Trustee.                                          

           (e) The Holder of the Class R Certificate shall be the "tax matters
person" as defined in the REMIC Provisions (the "Tax Matters Person") with      
respect to each of REMIC 1, REMIC 2, REMIC 3 and REMIC 4. The Holder of the     
Class R-X Certificate shall be the Tax Matters Person with respect to REMIC 5.  
The Trustee is irrevocably designated as and shall act as attorney-in-fact and  
agent for each such Tax Matters Person. The Trustee, as agent for each such Tax 
Matters Person, shall perform, on behalf of each REMIC, all reporting and other 
tax compliance duties that are the responsibility of such REMIC under the Code, 
the REMIC Provisions, or other compliance guidance issued by the Internal       
Revenue Service or any state or local taxing authority. Among its other duties, 
if required by the Code, the REMIC Provisions, or other such guidance, the      
Trustee, as agent for each such Tax Matters Person, shall provide (i) to the    
Treasury or other governmental authority such information as is necessary for   
the application of any tax relating to the transfer of a Residual Certificate to
any disqualified person or organization and (ii) to the Certificateholders such 
information or reports as are required by the Code or REMIC Provisions.         

            (f) The Trustee, the Servicer, and the Holders of Certificates shall
take any action or cause any REMIC formed under this Agreement to take any      
action necessary to create or maintain the status of such REMIC as a REMIC under
the REMIC Provisions and shall assist each other as necessary to create or      
maintain such status. None of the Trustee, the Servicer or the Holder of a      
Residual Certificate shall take any action or cause any REMIC formed under this 
Agreement to take any action or fail to take (or fail to cause to be taken) any 
action that, under the REMIC Provisions, if taken or not taken, as the case may 
be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the
imposition of a tax upon such REMIC (including but not limited to the tax on    
prohibited transactions as defined in Code Section 860F(a)(2) and the tax on    
prohibited contributions set forth on Section 860G(d) of the Code) (either such 
event, an "Adverse REMIC Event") unless the Trustee, the NIMS Insurer and the   
Servicer have received an Opinion of Counsel (at the expense of the party       
seeking to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such a tax. In addition,    
prior to taking any action with respect to any REMIC formed under this Agreement
or the assets therein, or causing such REMIC to take any action, which is not   
expressly permitted under the terms of this Agreement, any Holder of a Residual 
Certificate will consult with the Trustee, the NIMS Insurer and the Servicer, or
their respective designees, in writing, with respect to whether such action     
could cause an Adverse REMIC Event to occur with respect to such REMIC, and no  
such Person shall take any such action or cause such REMIC to take any such     
action as to which the Trustee, the NIMS Insurer or the Servicer has advised it 
in writing that an Adverse REMIC Event could occur.                             

           (g) The Holder of a Residual Certificate shall pay when due any and
all taxes imposed on any REMIC formed under this Agreement by federal or state  
governmental authorities, but only from amounts, if any, distributable thereon. 
To the extent that such REMIC taxes are not paid by a Residual                  
Certificateholder, the Trustee shall pay any remaining REMIC taxes out of future
amounts otherwise distributable to the Holder of a Residual Certificate or, if  
no such amounts are available, out of other amounts held in the Distribution    
Account, and shall reduce amounts otherwise payable to Holders of the REMIC     
Regular Interests or the Certificates, as the case may be.                      

            (h) The Trustee, shall, for federal income tax purposes, maintain or
cause to be maintained books and records with respect to each REMIC formed under
this Agreement on a calendar year and on an accrual basis.                      

      (i) No additional contributions of assets shall be made to any
REMIC, except as expressly provided in this Agreement with respect to Eligible  
Substitute Mortgage Loans.                                                      

     (j) Neither the Trustee nor the Servicer shall enter into any
arrangement by which any REMIC will receive a fee or other compensation for     
services.                                                                       

           (k) On or before April 15 of each calendar year, beginning in 2006,
the Trustee shall deliver to each Rating Agency and the NIMS Insurer an         
Officer's Certificate stating the Trustee's compliance with the provisions of   
this Section 9.01.                                                              

Section 9.02 Prohibited Transactions and Activities.    

      None of the Depositor, the Servicer or the Trustee shall sell,
dispose of, or substitute for any of the Mortgage Loans, except in a disposition
pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the  
Trust Fund, (iii) the termination of any REMIC pursuant to Article X of this    
Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a
repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor      
acquire any assets for any REMIC constituting part of the Trust Fund, nor sell  
or dispose of any investments in the Distribution Account for gain, nor accept  
any contributions to any REMIC constituting part of the Trust Fund after the    
Closing Date, unless such party and the NIMS Insurer has received an Opinion of 
Counsel (at the expense of the party causing such sale, disposition, or         
substitution) that such disposition, acquisition, substitution, or acceptance   
will not (a) affect adversely the status of such REMIC as a REMIC or of the     
interests therein other than a Residual Certificate as the regular interests    
therein, (b) affect the distribution of interest or principal on the            
Certificates, (c) result in the encumbrance of the assets transferred or        
assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
or (d) cause such REMIC to be subject to a tax on prohibited transactions or    
prohibited contributions pursuant to the REMIC Provisions.                      

           Section 9.03 Indemnification with Respect to Certain Taxes and Loss
of REMIC Status.                                                                

          In the event that any REMIC formed hereunder fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC   
Provisions due to the negligent performance by the Servicer of its duties and   
obligations set forth herein, the Servicer shall indemnify the Holder of a      
Residual Certificate against any and all losses, claims, damages, liabilities or
expenses ("Losses") resulting from such negligence; provided, however, that the 
Servicer shall not be liable for any such Losses attributable to the action or  
inaction of the Trustee, the Depositor or the Holder of a Residual Certificate, 
as applicable, nor for any such Losses resulting from misinformation provided by
the Holder of a Residual Certificate on which the Servicer has relied. The      
foregoing shall not be deemed to limit or restrict the rights and remedies of   
the Holder of a Residual Certificate now or hereafter existing at law or in     
equity. Notwithstanding the foregoing, however, in no event shall the Servicer  
have any liability (1) for any action or omission that is taken in accordance   
with and in compliance with the express terms of, or which is expressly         
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Servicer of its duties and obligations set
forth herein, and (3) for any special or consequential damages to               
Certificateholders (in addition to payment of principal and interest on the     
Certificates).                                                                  

Section 9.04 REO Property.                              

         (a) Subject to compliance with applicable laws and regulations as
shall at any time be in force, and notwithstanding any other provision of this  
Agreement, the Servicer, acting on behalf of the Trust hereunder, shall not     
rent, lease, or otherwise earn income on behalf of any REMIC with respect to any
REO Property which might cause such REO Property to fail to qualify as          
"foreclosure" property within the meaning of section 860G(a)(8) of the Code or  
result in the receipt by any REMIC of any "income from non-permitted assets"    
within the meaning of section 860F(a)(2) of the Code or any "net income from    
foreclosure property" which is subject to tax under the REMIC Provisions unless 
the Servicer has advised, or has caused the applicable Servicer to advise, the  
Trustee in writing to the effect that, under the REMIC Provisions, such action  
would not adversely affect the status of any REMIC as a REMIC and any income    
generated for such REMIC by the REO Property would not result in the imposition 
of a tax upon such REMIC.                                                       

      (b) The Servicer shall make reasonable efforts to sell any REO
Property for its fair market value. In any event, however, the Servicer shall   
dispose of any REO Property before the close of the third calendar year         
beginning after the year of its acquisition by the Trust Fund unless the        
Servicer has received a grant of extension from the Internal Revenue Service to 
the effect that, under the REMIC Provisions and any relevant proposed           
legislation and under applicable state law, any REMIC constituting part of the  
Trust Fund may hold REO Property for a longer period without adversely affecting
its REMIC status or causing the imposition of a Federal or state tax upon any   
REMIC constituting part of the Trust Fund. If the Servicer has received such an 
extension, then the Servicer shall continue to attempt to sell the REO Property 
for its fair market value as determined in good faith by the Servicer for such  
longer period as such extension permits (the "Extended Period"). If the Servicer
has not received such an extension and the Servicer is unable to sell the REO   
Property within 33 months after its acquisition by the Trust Fund or if the     
Servicer has received such an extension, and the Servicer is unable to sell the 
REO Property within the period ending three months before the close of the      
Extended Period, the Servicer shall, before the end of the applicable period,   
(i) purchase such REO Property at a price equal to the REO Property's fair      
market value as determined in good faith by the Servicer or (ii) auction the REO
Property to the highest bidder (which may be the Servicer) in an auction        
reasonably designed to produce a fair price prior to the expiration of the      
applicable period.                                                              

Section 9.05 Grantor Trust Administration.              

            The parties intend that the portions of the Trust Fund consisting of
(i) the right of the Class P Certificates to receive Prepayment Charges,        
Originator Prepayment Charge Payment Amounts and Servicer Prepayment Charge     
Payment Amounts, (ii) the right of the Offered Certificates and the Class B     
Certificates to receive Cap Carryover Amounts and (iii) the Interest Rate Swap  
Agreement, the Swap Account and the beneficial interest of the Class CE         
Certificates with respect thereto subject to the obligation of the Class CE     
Certificates to pay Cap Carryover Amounts and, without duplication, REMIC 4 Cap 
Carryover Amounts, shall be treated as a "grantor trust" under the Code, and the
provisions hereof shall be interpreted consistently with this intention. In     
furtherance of such intention, the Trustee shall furnish or cause to be         
furnished (x) to the Holders of the Offered Certificates and the Class B        
Certificates, (y) to the Holders of the Class P Certificates and (z) to the     
Holder of the Class CE Certificates and shall file or cause to be filed with the
Internal Revenue Service together with Form 1041 or such other form as may be   
applicable, their allocable shares of income and expenses with respect to the   
property held by the Grantor Trust, at the time or times and in the manner      
required by the Code.                                                           

 ARTICLE X

 TERMINATION

Section 10.01 Termination.                              

            (a) The respective obligations and responsibilities of the Servicer,
the Depositor, the Trustee and the Certificate Registrar created hereby (other  
than the obligation of the Trustee to make certain payments to                  
Certificateholders after the final Distribution Date and the obligation of the  
Servicer to send certain notices as hereinafter set forth) shall terminate upon 
notice to the Trustee upon the earliest of (i) the Distribution Date on which   
the Certificate Principal Balance of each Class of Certificates has been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan  
in the Trust, and (iii) the optional purchase by the NIMS Insurer, if there is a
NIMS Insurer, or if there is no NIMS Insurer, the Majority Class CE             
Certificateholders (or if such holder is the Seller, or an affiliate of the     
Seller, the Servicer of the Mortgage Loans) as described below. Notwithstanding 
the foregoing, in no event shall the trust created hereby continue beyond the   
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St. 
James, living on the date hereof.                                               

            The NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS
Insurer, the Majority Class CE Certificateholders (and, if such holder is the   
Seller or an affiliate of the Seller, the Servicer of the Mortgage Loans) may,  
at its option, terminate the Trust Fund and retire the Certificates on the next 
succeeding Distribution Date upon which the aggregate current Pool Balance is   
less than 10% of the aggregate Pool Balance of the Mortgage Loans as of the     
Cut-off Date by purchasing all of the outstanding Mortgage Loans and REO        
Properties in the Trust Fund at a price equal to (i) the sum of the outstanding 
Principal Balance of the Mortgage Loans and except to the extent previously     
advanced by the Servicer, accrued and unpaid interest thereon at the weighted   
average of the Mortgage Interest Rates through the end of the Collection Period 
preceding the final Distribution Date plus unreimbursed Servicing Advances,     
Advances and any unpaid Servicing Fees allocable to such Mortgage Loans, (ii)   
the fair market value of the REO Properties as determined in good faith by the  
Servicer and (iii) any Swap Termination Payment owed to the Swap Provider not   
due to a Swap Provider Trigger Event pursuant to the Interest Rate Swap         
Agreement (the "Termination Price"). If the NIMS Insurer or the Majority Class  
CE Certificateholders (or, if the Majority Class CE Certificateholder is the    
Seller or an affiliate of the Seller, the Servicer) is subject to regulation by 
the OCC, the FDIC, the Federal Reserve or the Office of Thrift Supervision,     
however, the option may not be exercised unless the aggregate fair market value 
of the Mortgage Loans and REO Properties is greater than or equal to the        
Termination Price. Notwithstanding the foregoing, no party may exercise this    
optional purchase right unless any Reimbursement Amount owed to the Trust       
pursuant to Section 2.03 hereof has been paid.                                  

      In connection with any such purchase pursuant to the preceding
paragraph, the Servicer shall deliver to the Trustee for deposit in the         
Distribution Account all amounts then on deposit in the Collection Account (less
amounts permitted to be withdrawn by the Servicer pursuant to Section 3.07),    
which deposit shall be deemed to have occurred immediately following such       
purchase.                                                                       

  Any such purchase shall be accomplished by delivery on the
Determination Date before such Distribution Date of the Termination Price to the
Trustee for deposit into the Distribution Account as part of Available Funds.   

       (b) Notice of any termination, specifying the Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which  
the Certificateholders may surrender their Certificates to the Trustee for      
payment of the final distribution and cancellation, shall be given promptly by  
the Trustee upon the Trustee receiving notice of such date from the NIMS        
Insurer, the Majority Class CE Certificateholders or the Servicer, as           
applicable, by letter to the Certificateholders mailed not earlier than the 15th
day of the month preceding the month of such final distribution and not later   
than the 15th day of the month of such final distribution specifying (1) the    
Distribution Date upon which final distribution of the Certificates will be made
upon presentation and surrender of such Certificates at the office or agency of 
the Trustee therein designated, (2) the amount of any such final distribution   
and (3) 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 or agency of the Trustee therein specified. Not  
less than five (5) Business Days prior to such Determination Date relating to   
such Distribution Date, the Trustee shall notify the Originator and the Seller  
of the amount of any unpaid Reimbursement Amount owed to the Trust.             

            (c) Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Holders of the Certificates on the         
Distribution Date for such final distribution, in proportion to the Percentage  
Interests of their respective Class and to the extent that funds are available  
for such purpose, an amount equal to the amount required to be distributed to   
such Holders in accordance with the provisions of Sections 4.01 and 4.02 for    
such Distribution Date.                                                         

        (d) In the event that all Certificateholders shall not surrender
their Certificates for final payment and cancellation on or before such final   
Distribution Date, the Trustee shall promptly following such date cause all     
funds in the Distribution Account not distributed in final distribution to      
Certificateholders to be withdrawn therefrom and credited to the remaining      
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Servicer 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 
nine months after the second notice all the Certificates shall not have been    
surrendered for cancellation, a Residual Certificateholder shall be entitled to 
all unclaimed funds and other assets which remain subject hereto (except with   
respect to the Class CE and Class P Certificates) and the Trustee upon transfer 
of such funds shall be discharged of any responsibility for such funds, and all 
other Certificateholders shall look to a Residual Certificateholder for payment.

Section 10.02 Additional Termination Requirements.      

     (a) In the event that the NIMS Insurer, the Majority Class CE
Certificateholders or the Servicer, as applicable, exercise its purchase option 
as provided in Section 10.01, the Trust shall be terminated in accordance with  
the following additional requirements, unless the Trustee shall have been       
furnished with an Opinion of Counsel to the effect that the failure of the Trust
to comply with the requirements of this Section will not (i) result in the      
imposition of taxes on "prohibited transactions" of the Trust as defined in     
Section 860F of the Code or (ii) cause any REMIC constituting part of the Trust 
Fund to fail to qualify as a REMIC at any time that any Certificates (other than
the Class P Certificates) are outstanding:                                      

          (i) The Trustee shall designate a date within 90 days prior to the
final Distribution Date as the date of adoption of plans of complete
     liquidation of each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5 and
  shall specify such date in the final federal income tax return of each
REMIC;                                                              

 (ii) After the date of adoption of such plans of complete
   liquidation and at or prior to the final Distribution Date, the Trustee
shall sell all of the assets of the Trust to the Majority Class CE  
Certificateholders or the Servicer, as applicable, for cash; and    

   (iii) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
      distributed or credited in the order of priority set forth in Section 4.02
    and then to the Holders of the Class R Certificates, all cash on hand in
      respect of the REMIC 1, REMIC 2, REMIC 3 and REMIC 4, or to the Holders of
   the Class R-X Certificates, all cash on hand in respect of the REMIC 5,
      after such payment (other than cash retained to meet claims) and the Trust
shall terminate at such time.                                       

           (b) By their acceptance of Certificates, the Holders thereof hereby
agree to appoint the Trustee as their attorney in fact to: (i) designate such   
date of adoption of plans of complete liquidation and (ii) to take such other   
action in connection therewith as may be reasonably required to carry out such  
plans of complete liquidation all in accordance with the terms hereof.          

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Amendment.                                

         This Agreement may be amended from time to time by the Depositor,
the Servicer and the Trustee; with the consent of the NIMS Insurer and without  
the consent of the Certificateholders, (i) to cure any ambiguity or mistake,    
(ii) to correct, modify or supplement any provision herein which may be         
inconsistent with any other provision herein or the Prospectus Supplement, (iii)
to make any other provisions with respect to matters or questions arising under 
this Agreement, which shall not be inconsistent with the provisions of this     
Agreement, (iv) to comply with any requirements imposed by the Code or (v) to   
provide for the rights of the NIMS Insurer; provided, however, that any such    
action listed in clause (iii) above shall not adversely affect in any respect   
the interests of any Certificateholder, as evidenced by (i) notice in writing to
the Depositor, the Servicer and the Trustee from the Rating Agencies that such  
action will not result in the reduction or withdrawal of the rating of any      
outstanding Class of Certificates with respect to which it is a Rating Agency,  
or (ii) an Opinion of Counsel delivered to the Servicer and the Trustee.        

           In addition, this Agreement may be amended from time to time by the
Depositor, the Servicer and the Trustee, with the consent of the NIMS Insurer   
and the Majority Certificateholders 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 Swap Provider or the Holders of 
Certificates; provided, however, that no such amendment or waiver shall (x)     
reduce in any manner the amount of, or delay the timing of, payments on the     
Certificates which are required to be made on any Certificate without the       
consent of the Holder of such Certificate, (y) adversely affect in any material 
respect the interests of the Holders of any Class of Certificates or the Swap   
Provider in a manner other than as described in clause (x) above, without the   
consent of the Holders of Certificates of such Class evidencing at least 66 2/3%
of the Voting Rights evidenced by such Class, or (z) reduce the percentage of   
Voting Rights required by clause (y) above without the consent of the Holders of
all Certificates of such Class then outstanding. Upon approval of an amendment, 
a copy of such amendment shall be sent to the Rating Agencies. Prior to the     
execution of any amendment to this Agreement, the Trustee shall be entitled to  
receive and rely upon an Opinion of Counsel (at the expense of the Person       
seeking such amendment) stating that the execution of such amendment is         
authorized or permitted by this Agreement. The Trustee may, but shall not be    
obligated to, enter into any such amendment which affects the Trustee's own     
rights, duties or immunities under this Agreement.                              

        Notwithstanding any provision of this Agreement to the contrary,
neither the Trustee nor the NIMS Insurer shall consent to any amendment to this 
Agreement unless it shall have first received an Opinion of Counsel, delivered  
by (and at the expense of) the Person seeking such Amendment, to the effect that
such amendment will not result in the imposition of a tax on any REMIC          
constituting part of the Trust Fund pursuant to the REMIC Provisions or cause   
any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC at  
any time that any Certificates (other than the Class P Certificates) are        
outstanding and that the amendment is being made in accordance with the terms   
hereof.                                                                         

          Notwithstanding any of the other provisions of this Section 11.01,
none of the Depositor, the Servicer or the Trustee shall enter into any         
amendment to Section 4.09 of this Agreement without the prior written consent of
the Swap Provider.                                                              

            Promptly after the execution of any such amendment the Trustee shall
furnish, at the expense of the Person that requested the amendment if such      
Person is the Servicer (but in no event at the expense of the Trustee),         
otherwise at the expense of the Trust, a copy of such amendment and the Opinion 
of Counsel referred to in the immediately preceding paragraph to the Servicer   
and each Rating Agency.                                                         

       It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed         
amendment; instead 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.                       

Section 11.02 Recordation of Agreement; Counterparts.   

            To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in   
all the counties or other comparable jurisdictions in which any or all of the   
properties subject to the Mortgages are situated, and in any other appropriate  
public recording office or elsewhere, such recordation to be effected by the    
Servicer at the expense of the Trust, but only upon direction of                
Certificateholders, accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the            
Certificateholders.                                                             

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

 Section 11.03 Limitation on Rights of Certificateholders.

      The death or incapacity of any Certificateholder shall not (i)
operate to terminate this Agreement or the Trust, (ii) entitle such             
Certificateholder's legal representatives or heirs to claim an accounting or to 
take any action or proceeding in any court for a partition or winding up of the 
Trust, or (iii) otherwise affect the rights, obligations and liabilities of the 
parties hereto or any of them.                                                  

           Except as expressly provided for herein, no Certificateholder shall
have any right to vote or in any manner otherwise control the operation and     
management of the Trust, 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 person by reason of any action taken by the parties  
to this Agreement pursuant to any provision hereof.                             

            No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at   
law upon or under or with respect to this Agreement, unless such Holder         
previously shall have given to the Trustee a written notice of default and of   
the continuance thereof, as herein provided, and unless also the Holders of     
Certificates having not less than 51% of the Voting Rights shall have made      
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such    
reasonable indemnity as it may require against the costs, expenses and          
liabilities to be incurred therein or thereby, and the Trustee for 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 is understood   
and intended, and expressly covenanted by each Certificateholder with every     
other Certificateholder and the Trustee, that no one or more Holders of         
Certificates shall have any right in any manner whatever by virtue of any       
provision of this Agreement to affect, disturb or prejudice the rights of the   
Holders of any other of such Certificates, or to obtain or seek to obtain       
priority over or preference to any other such Holder, which priority or         
preference is not otherwise provided for herein, or to enforce any right under  
this Agreement, except in the manner herein provided and for the equal, ratable 
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in    
equity.                                                                         

Section 11.04 Governing Law; Jurisdiction.              

            This Agreement shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties      
hereunder shall be determined in accordance with such laws. With respect to any 
claim arising out of this Agreement, each party irrevocably submits to the      
exclusive jurisdiction of the courts of the State of New York and the United    
States District Court located in the Borough of Manhattan in The City of New    
York, and each party irrevocably waives any objection which it may have at any  
time to the laying of venue of any suit, action or proceeding arising out of or 
relating hereto brought in any such courts, irrevocably waives any claim that   
any such suit, action or proceeding brought in any such court has been brought  
in any inconvenient forum and further irrevocably waives the right to object,   
with respect to such claim, suit, action or proceeding brought in any such      
court, that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.                           

Section 11.05 Notices.                                  

         All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by first class mail, postage prepaid, or by express delivery service, to (a) in 
the case of the Trustee, Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland
21046, Attention: Corporate Trust Services - ABFC 2005-OPT1 with a copy to: (i) 
Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045,      
Attention: Corporate Trust Services - ABFC 2005-OPT1 and (ii) Wells Fargo Bank, 
N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,          
Attention: Corporate Trust Services - ABFC 2005-OPT1, or such other address as  
may hereafter be furnished to the Depositor, the NIMS Insurer and the Servicer  
in writing by the Trustee, (b) in the case of the Depositor, Asset Backed       
Funding Corporation, 214 North Tryon Street, 21st Floor, Charlotte, North       
Carolina 28255, Attention: ABFC Asset-Backed Certificates, Series 2005-OPT1, or 
such other address as may be furnished to the Servicer, the NIMS Insurer and the
Trustee in writing by the Depositor, (c) in the case of the Servicer, Option One
Mortgage Corporation, 3 Ada, Irvine, California 92618, Attention: Debbie        
Lonergan, Facsimile: (949) 790-7514, or such other address as may be hereafter  
furnished to the Depositor, the NIMS Insurer and the Trustee by the Servicer in 
writing and (d) in the case of the NIMS Insurer, such address furnished to the  
Depositor, the Servicer and the Trustee in writing by the NIMS Insurer. Any     
notice required or permitted to be mailed to a Certificateholder shall be given 
by first class mail, postage prepaid, at the address of such Holder as shown in 
the Certificate Register. Notice of any Servicer Event of Termination shall be  
given by telecopy and by certified mail. Any notice so mailed within the time   
prescribed in this Agreement shall be conclusively presumed to have duly been   
given when mailed, whether or not the Certificateholder receives such notice. A 
copy of any notice required to be telecopied hereunder shall also be mailed to  
the appropriate party in the manner set forth above.                            

Section 11.06 Severability of Provisions.               

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall for any reason whatsoever be 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 11.07 Article and Section References.           

         All article and section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.             

         Section 11.08 Notice to the Rating Agencies and the NIMS Insurer.

          (a) Each of the Trustee and the Servicer shall be obligated to use
its best reasonable efforts promptly to provide notice to the Rating Agencies   
and the NIMS Insurer with respect to each of the following of which a           
Responsible Officer of the Trustee or the Servicer, as the case may be, has     
actual knowledge:                                                               

(i) any material change or amendment to this Agreement; 

         (ii) the occurrence of any Servicer Event of Termination that has
not been cured or waived;                                           

            (iii) the resignation or termination of the Servicer or the Trustee;

           (iv) the final payment to Holders of the Certificates of any Class;

(v) any change in the location of any Account; and      

       (vi) if the Trustee is acting as successor servicer pursuant to
    Section 7.02 hereof, any event that would result in the inability of the
Trustee to make Advances.                                           

      (vii) In addition, the Servicer shall promptly furnish to each
Rating Agency copies of the following:                              

           (A) each annual statement as to compliance described in
Section 3.19 hereof;                                    

             (B) each annual independent public accountants' servicing
report described in Section 3.20 hereof; and            

                (C) each notice delivered pursuant to Section 7.01(a) hereof
            which relates to the fact that the Servicer has not made an Advance.

          Any such notice pursuant to this Section 11.08 shall be in writing
and shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to: Fitch     
Ratings, One State Street Plaza, New York, New York 10004, Attention: Managing  
Director, Residential Mortgage-Backed Securities; and Standard & Poor's, a      
division of The McGraw-Hill Companies, Inc., 55 Water Street, 41st Floor, New   
York, New York 10041, Attention: Mortgage Surveillance Group.                   

Section 11.09 Further Assurances.                       

          Notwithstanding any other provision of this Agreement, neither the
Regular Certificateholders nor the Trustee shall have any obligation to consent 
to any amendment or modification of this Agreement unless they have been        
provided reasonable security or indemnity against their out-of-pocket expenses  
(including reasonable attorneys' fees) to be incurred in connection therewith.  

Section 11.10 Third Party Beneficiary.                  

      Nothing in this Agreement or in the Certificates, expressed or
implied, shall give to any Person, other than the Certificateholders, the       
parties hereto and the NIMS Insurer and their successors hereunder, any benefit 
or any legal or equitable right, remedy or claim under this Agreement.          

          The NIMS Insurer 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 the provisions of this Agreement directly against the parties  
to this Agreement.                                                              

Section 11.11 Acts of Certificateholders.               

           (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by the   
Certificateholders may be embodied in and evidenced by one or more instruments  
of substantially similar tenor signed by such Certificateholders in person or by
agent duly appointed in writing; and such action shall become effective when    
such instrument or instruments are delivered to the Trustee and the Servicer.   
Such instrument or instruments (and the action embodied therein and evidenced   
thereby) are herein sometimes referred to as the "act" of the Certificateholders
signing such instrument or instruments. Proof of execution of any such          
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee and the Trust, 
if made in the manner provided in this Section 11.11.                           

        (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such       
execution or by the certificate of a notary public or other officer authorized  
by law to take acknowledgments of deeds, certifying that the individual signing 
such instrument or writing acknowledged to him the execution thereof. Whenever  
such execution is by a signer acting in a capacity other than his or her        
individual capacity, such certificate or affidavit shall also constitute        
sufficient proof of his authority.                                              

           (c) Any request, demand, authorization, direction, notice, consent,
waiver or other action by any Certificateholder shall bind every future Holder  
of such Certificate and the Holder of every Certificate issued upon the         
registration of transfer thereof or in exchange therefor or in lieu thereof, in 
respect of anything done, omitted or suffered to be done by the Trustee or the  
Trust in reliance thereon, whether or not notation of such action is made upon  
such Certificate.                                                               

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

ASSET BACKED FUNDING
         CORPORATION, as Depositor

By:                 
                      ------------------------------------
        Name:   Kirk B. Meyers
        Title:  Vice President

                        OPTION ONE MORTGAGE CORPORATION, as Servicer

By:                 
                      ------------------------------------
Name:         
Title:        

              WELLS FARGO BANK, N.A., as Trustee

By:                 
                      ------------------------------------
Name:         
Title:        

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STATE OF NORTH CAROLINA )                                                       
) ss.:                          
COUNTY OF MECKLENBURG   )                                                       

          On the 31st day of October, 2005 before me, a notary public in and
for said State, personally appeared Kirk B. Meyers, known to me to be a Vice    
President of Asset Backed Funding Corporation, a Delaware corporation that      
executed the within instrument, and also known to me to be the person who       
executed it on behalf of said corporation, and acknowledged to me that such     
corporation executed the within instrument.                                     

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

 Notary Public

STATE OF MARYLAND       )                                                       
) ss.:                          
COUNTY OF               )                                                       

          On the 31st day of October, 2005 before me, a notary public in and
for said State, personally appeared __________, known to me to be a Vice        
President of Wells Fargo Bank, N.A., a national banking association that        
executed the within instrument, and also known to me to be the person who       
executed it on behalf of said association, and acknowledged to me that such     
association executed the within instrument.                                     

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

 Notary Public

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STATE OF CALIFORNIA     )                                                       
) ss.:                          
COUNTY OF               )                                                       

          On the 31st day of October, 2005 before me, a notary public in and
for said State, personally appeared ______________________, known to me to be a 
____________________ of Option One Mortgage Corporation, a California           
corporation, that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me    
that such corporation executed the within instrument.                           

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

 Notary Public

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 EXHIBIT A-1

 [FORM OF THE CLASS A-1SS CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS A-1SS

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class A-1SS            Original Class Certificate Principal   
                                         Balance of the Class A-1SS Certificates
Certificate Interest Rate:  Floating     as of the Closing Date: $130,178,000.00

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date:  October 1, 2005       $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            

No.                                      Trustee: Wells Fargo Bank, N.A.        

CUSIP:  04542B PT 3                      Closing Date:  October 31, 2005        

ISIN:  US04542BPT34                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

        This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class A-1SS Certificates) in that certain beneficial ownership interest  
evidenced by all the Class A-1SS Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
A-1SS Certificates on such Distribution Date pursuant to the Agreement;         
provided, however, that if any Class A-1SS Certificate becomes a Definitive     
Certificate, the Record Date for such Certificate will be the last Business Day 
of the month immediately preceding the month in which the related Distribution  
Date occurs.                                                                    

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class A-1SS      
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

          The Certificate Interest Rate for the Class A-1SS Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class A-1SS Certificate Margin, (ii)  
the Group 1 Maximum Rate Cap and (iii) the Group 1 Cap. Interest will accrue on 
the Class A-1SS Certificates during each Interest Accrual Period at the         
Certificate Interest Rate.                                                      

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class A-1SS Certificates.                                                

       The Class A-1SS Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 A-1MZ

 [FORM OF THE CLASS A-1MZ CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS A-1MZ

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class A-1MZ            Original Class Certificate Principal   
                                         Balance of the Class A-1MZ Certificates
Certificate Interest Rate:  Floating     as of the Closing Date: $32,545,000.00 

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date:  October 1, 2005       $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            

No.                                      Trustee: Wells Fargo Bank, N.A.        

CUSIP:  04542B PX 4                      Closing Date:  October 31, 2005        

ISIN:  US04542BPX46                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

        This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class A-1MZ Certificates) in that certain beneficial ownership interest  
evidenced by all the Class A-1MZ Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
A-1MZ Certificates on such Distribution Date pursuant to the Agreement;         
provided, however, that if any Class A-1MZ Certificate becomes a Definitive     
Certificate, the Record Date for such Certificate will be the last Business Day 
of the month immediately preceding the month in which the related Distribution  
Date occurs.                                                                    

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class A-1MZ      
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

          The Certificate Interest Rate for the Class A-1MZ Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class A-1MZ Certificate Margin, (ii)  
the Group 1 Maximum Rate Cap and (iii) the Group 1 Cap. Interest will accrue on 
the Class A-1MZ Certificates during each Interest Accrual Period at the         
Certificate Interest Rate.                                                      

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class A-1MZ Certificates.                                                

       The Class A-1MZ Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 A-2A

[FORM OF THE CLASS A-2A CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

ABFC ASSET-BACKED CERTIFICATES
SERIES 2005-OPT1, CLASS A-2A

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class A-2A             Original Class Certificate Principal   
                                        Balance of the Class A-2A Certificates
Certificate Interest Rate:  Floating     as of the Closing Date: $103,243,000.00

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date:  October 1, 2005       $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            

No.                                      Trustee: Wells Fargo Bank, N.A.        

CUSIP:  04542B PU 0                      Closing Date:  October 31, 2005        

ISIN: US04542BPU07                                                              

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES.                               

        This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class A-2A Certificates) in that certain beneficial ownership interest   
evidenced by all the Class A-2A Certificates in the Trust Fund created pursuant 
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
A-2A Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class A-2A Certificate becomes a Definitive Certificate,   
the Record Date for such Certificate will be the last Business Day of the month 
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class A-2A       
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

         The Certificate Interest Rate for the Class A-2A Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class A-2A Certificate Margin, (ii)   
the Group 2 Maximum Rate Cap and (iii) the Group 2 Cap. Interest will accrue on 
the Class A-2A Certificates during each Interest Accrual Period at the          
Certificate Interest Rate.                                                      

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class A-2A Certificates.                                                 

      The Class A-2A Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 A-2B

[FORM OF THE CLASS A-2B CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

ABFC ASSET-BACKED CERTIFICATES
SERIES 2005-OPT1, CLASS A-2B

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class A-2B             Original Class Certificate Principal   
                                        Balance of the Class A-2B Certificates
Certificate Interest Rate:  Floating     as of the Closing Date: $113,982,000.00

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date:  October 1, 2005       $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            

No.                                      Trustee: Wells Fargo Bank, N.A.        

                                 Closing Date:  October 31, 2005
CUSIP:  04542B PY 2                                                             

ISIN:  US04542BPY29                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

        This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class A-2B Certificates) in that certain beneficial ownership interest   
evidenced by all the Class A-2B Certificates in the Trust Fund created pursuant 
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
A-2B Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class A-2B Certificate becomes a Definitive Certificate,   
the Record Date for such Certificate will be the last Business Day of the month 
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class A-2B       
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

         The Certificate Interest Rate for the Class A-2B Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class A-2B Certificate Margin, (ii)   
the Group 2 Maximum Rate Cap and (iii) the Group 2 Cap. Interest will accrue on 
the Class A-2B Certificates during each Interest Accrual Period at the          
Certificate Interest Rate.                                                      

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class A-2B Certificates.                                                 

      The Class A-2B Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 A-2C

[FORM OF THE CLASS A-2C CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

ABFC ASSET-BACKED CERTIFICATES
SERIES 2005-OPT1, CLASS A-2C

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class A-2C             Original Class Certificate Principal   
                                        Balance of the Class A-2C Certificates
Certificate Interest Rate:  Floating     as of the Closing Date: $23,940,000.00 

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date:  October 1, 2005       $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            
                                  Trustee:  Wells Fargo Bank, N.A.
No.                                                                             
                                 Closing Date:  October 31, 2005
CUSIP:  04542B PZ 9                                                             

ISIN:  US04542BPZ93                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES.                               

        This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class A-2C Certificates) in that certain beneficial ownership interest   
evidenced by all the Class A-2C Certificates in the Trust Fund created pursuant 
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
A-2C Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class A-2C Certificate becomes a Definitive Certificate,   
the Record Date for such Certificate will be the last Business Day of the month 
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class A-2C       
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

         The Certificate Interest Rate for the Class A-2C Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class A-2C Certificate Margin, (ii)   
the Group 2 Maximum Rate Cap and (iii) the Group 2 Cap. Interest will accrue on 
the Class A-2C Certificates during each Interest Accrual Period at the          
Certificate Interest Rate.                                                      

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class A-2C Certificates.                                                 

      The Class A-2C Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 B-1

 [FORM OF CLASS M-1 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A 
     CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.                                                          

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS M-1

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class M-1              Original Class Certificate Principal   
                                       Balance of the Class M-1 Certificates
Certificate Interest Rate:  Floating     as of the Closing Date:  $22,093,000.00

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date: October 1, 2005        $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            
                                  Trustee:  Wells Fargo Bank, N.A.
No.                                                                             
                                Closing Date: October 31, 2005
CUSIP: 04542B QA 3                                                              

ISIN:  US04542BQA34                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES.                               

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class M-1 Certificates) in that certain beneficial ownership interest    
evidenced by all the Class M-1 Certificates in the Trust Fund created pursuant  
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
M-1 Certificates on such Distribution Date pursuant to the Agreement; provided, 
however, that if any Class M-1 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class M-1        
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

        The Certificate Interest Rate for the Class M-1 Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class M-1 Certificate Margin, (ii) the
Pool Maximum Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class 
M-1 Certificates during each Interest Accrual Period at the Certificate Interest
Rate.                                                                           

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class M-1 Certificates.                                                  

     The Class M-1 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates as described in the Pooling and Servicing Agreement referred to    
herein.                                                                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 B-2

 [FORM OF CLASS M-2 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

   THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND
      CLASS M-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.                                                 

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS M-2

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class M-2              Original Class Certificate Principal   
                                       Balance of the Class M-2 Certificates
Certificate Interest Rate:  Floating     as of the Closing Date:  $19,859,000.00

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date: October 1, 2005        $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            
                                  Trustee:  Wells Fargo Bank, N.A.
No.                                                                             
                                Closing Date: October 31, 2005
CUSIP:  04542B QB 1                                                             

ISIN:  US04542BQB17                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class M-2 Certificates) in that certain beneficial ownership interest    
evidenced by all the Class M-2 Certificates in the Trust Fund created pursuant  
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
M-2 Certificates on such Distribution Date pursuant to the Agreement; provided, 
however, that if any Class M-2 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class M-2        
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

        The Certificate Interest Rate for the Class M-2 Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class M-2 Certificate Margin, (ii) the
Pool Maximum Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class 
M-2 Certificates during each Interest Accrual Period at the Certificate Interest
Rate.                                                                           

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class M-2 Certificates.                                                  

     The Class M-2 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates and Class M-1 Certificates as described in the Pooling and         
Servicing Agreement referred to herein.                                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 B-3

 [FORM OF CLASS M-3 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
    M-1 AND CLASS M-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.                                       

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS M-3

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class M-3              Original Class Certificate Principal   
                                       Balance of the Class M-3 Certificates
Certificate Interest Rate:  Floating     as of the Closing Date:  $6,206,000.00 

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date: October 1, 2005        $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            
                                  Trustee:  Wells Fargo Bank, N.A.
No.                                                                             
                                Closing Date: October 31, 2005
CUSIP:  04542B QC 9                                                             

ISIN:  US04542BQC99                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES.                               

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class M-3 Certificates) in that certain beneficial ownership interest    
evidenced by all the Class M-3 Certificates in the Trust Fund created pursuant  
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
M-3 Certificates on such Distribution Date pursuant to the Agreement; provided, 
however, that if any Class M-3 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class M-3        
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

        The Certificate Interest Rate for the Class M-3 Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class M-3 Certificate Margin, (ii) the
Pool Maximum Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class 
M-3 Certificates during each Interest Accrual Period at the Certificate Interest
Rate.                                                                           

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class M-3 Certificates.                                                  

     The Class M-3 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate and Class M-2 Certificates as described in  
the Pooling and Servicing Agreement referred to herein.                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 B-4

 [FORM OF CLASS M-4 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
     M-1, CLASS M-2 AND CLASS M-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS M-4

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class M-4              Original Class Certificate Principal   
                                       Balance of the Class M-4 Certificates
Certificate Interest Rate:  Floating     as of the Closing Date:  $6,454,000.00 

                                        Initial Certificate Principal Balance:
Date of Pooling and Servicing Agreement  $[  ]                                  
and Cut-off Date: October 1, 2005                                               

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            
                                  Trustee:  Wells Fargo Bank, N.A.
No.                                                                             
                                Closing Date: October 31, 2005
CUSIP:  04542B QD 7                                                             

ISIN:  US04542BQD72                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES.                               

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class M-4 Certificates) in that certain beneficial ownership interest    
evidenced by all the Class M-4 Certificates in the Trust Fund created pursuant  
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
M-4 Certificates on such Distribution Date pursuant to the Agreement; provided, 
however, that if any Class M-4 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class M-4        
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

        The Certificate Interest Rate for the Class M-4 Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class M-4 Certificate Margin, (ii) the
Pool Maximum Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class 
M-4 Certificates during each Interest Accrual Period at the Certificate Interest
Rate.                                                                           

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class M-4 Certificates.                                                  

     The Class M-4 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates and Class M-3       
Certificates as described in the Pooling and Servicing Agreement referred to    
herein.                                                                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 B-5

 [FORM OF CLASS M-5 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
    M-1, CLASS M-2, CLASS M-3 AND CLASS M-4 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.                 

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS M-5

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class M-5              Original Class Certificate Principal   
                                       Balance of the Class M-5 Certificates
Certificate Interest Rate:  Floating     as of the Closing Date:  $5,958,000.00 

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date: October 1, 2005        $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            
                                  Trustee:  Wells Fargo Bank, N.A.
No.                                                                             
                                Closing Date: October 31, 2005
CUSIP: 04542B QE 5                                                              

ISIN:  US04542BQE55                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class M-5 Certificates) in that certain beneficial ownership interest    
evidenced by all the Class M-5 Certificates in the Trust Fund created pursuant  
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
M-5 Certificates on such Distribution Date pursuant to the Agreement; provided, 
however, that if any Class M-5 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class M-5        
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

        The Certificate Interest Rate for the Class M-5 Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class M-5 Certificate Margin, (ii) the
Pool Maximum Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class 
M-5 Certificates during each Interest Accrual Period at the Certificate Interest
Rate.                                                                           

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class M-5 Certificates.                                                  

     The Class M-5 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates, Class M-3          
Certificates and Class M-4 Certificates as described in the Pooling and         
Servicing Agreement referred to herein.                                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory
Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 B-6

 [FORM OF CLASS M-6 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
M-1, CLASS M-2, CLASS M-3, CLASS M-4 AND CLASS M-5 CERTIFICATES AS  
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS M-6

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class M-6              Original Class Certificate Principal   
                                       Balance of the Class M-6 Certificates
Certificate Interest Rate:  Floating     as of the Closing Date:  $6,206,000.00 

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date: October 1, 2005        $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            
                                  Trustee:  Wells Fargo Bank, N.A.
No.                                                                             
                                Closing Date: October 31, 2005
CUSIP:  04542B QF 2                                                             

ISIN:  US04542BQF21                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class M-6 Certificates) in that certain beneficial ownership interest    
evidenced by all the Class M-6 Certificates in the Trust Fund created pursuant  
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
M-6 Certificates on such Distribution Date pursuant to the Agreement; provided, 
however, that if any Class M-6 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class M-6        
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

        The Certificate Interest Rate for the Class M-6 Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class M-6 Certificate Margin, (ii) the
Pool Maximum Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class 
M-6 Certificates during each Interest Accrual Period at the Certificate Interest
Rate.                                                                           

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class M-6 Certificates.                                                  

     The Class M-6 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates, Class M-3          
Certificates, Class M-4 Certificates and Class M-5 Certificates as described in 
the Pooling and Servicing Agreement referred to herein.                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory
Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 B-7

 [FORM OF CLASS M-7 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5 AND CLASS M-6 CERTIFICATES
   AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS M-7

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class M-7              Original Class Certificate Principal   
                                       Balance of the Class M-7 Certificates
Certificate Interest Rate:  Floating     as of the Closing Date:  $5,461,000.00 

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date: October 1, 2005        $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            
                                  Trustee:  Wells Fargo Bank, N.A.
No.                                                                             
                                Closing Date: October 31, 2005
CUSIP:  04542B QG 0                                                             

ISIN:  US04542BQG04                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class M-7 Certificates) in that certain beneficial ownership interest    
evidenced by all the Class M-7 Certificates in the Trust Fund created pursuant  
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
M-7 Certificates on such Distribution Date pursuant to the Agreement; provided, 
however, that if any Class M-7 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class M-7        
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

        The Certificate Interest Rate for the Class M-7 Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class M-7 Certificate Margin, (ii) the
Pool Maximum Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class 
M-7 Certificates during each Interest Accrual Period at the Certificate Interest
Rate.                                                                           

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class M-7 Certificates.                                                  

     The Class M-7 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates, Class M-3          
Certificates, Class M-4 Certificates, Class M-5 and Class M-6 Certificates as   
described in the Pooling and Servicing Agreement referred to herein.            

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 B-8

 [FORM OF CLASS M-8 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
    M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6 AND CLASS M-7
     CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.                                                          

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS M-8

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class M-8              Original Class Certificate Principal   
                                       Balance of the Class M-8 Certificates
Certificate Interest Rate:  Floating     as of the Closing Date:  $3,475,000.00 

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date: October 1, 2005        $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            
                                  Trustee:  Wells Fargo Bank, N.A.
No.                                                                             
                                Closing Date: October 31, 2005
CUSIP: 04542B QH 8                                                              

ISIN:  US04542BQH86                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class M-8 Certificates) in that certain beneficial ownership interest    
evidenced by all the Class M-8 Certificates in the Trust Fund created pursuant  
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
M-8 Certificates on such Distribution Date pursuant to the Agreement; provided, 
however, that if any Class M-8 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class M-8        
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

        The Certificate Interest Rate for the Class M-8 Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class M-8 Certificate Margin, (ii) the
Pool Maximum Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class 
M-8 Certificates during each Interest Accrual Period at the Certificate Interest
Rate.                                                                           

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class M-8 Certificates.                                                  

     The Class M-8 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates, Class M-3          
Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6         
Certificates and Class M-7 Certificates as described in the Pooling and         
Servicing Agreement referred to herein.                                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 B-9

 [FORM OF CLASS M-9 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
     M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7 AND
      CLASS M-8 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.                                                 

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS M-9

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class M-9              Original Class Certificate Principal   
                                       Balance of the Class M-9 Certificates
Certificate Interest Rate:  Floating     as of the Closing Date:  $5,214,000.00 

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date: October 1, 2005        $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            
                                  Trustee:  Wells Fargo Bank, N.A.
No.                                                                             
                                Closing Date: October 31, 2005
CUSIP: 04542B QJ 4                                                              

ISIN:  US04542BQJ43                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class M-9 Certificates) in that certain beneficial ownership interest    
evidenced by all the Class M-9 Certificates in the Trust Fund created pursuant  
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
M-9 Certificates on such Distribution Date pursuant to the Agreement; provided, 
however, that if any Class M-9 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class M-9        
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

        The Certificate Interest Rate for the Class M-9 Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class M-9 Certificate Margin, (ii) the
Pool Maximum Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class 
M-9 Certificates during each Interest Accrual Period at the Certificate Interest
Rate.                                                                           

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class M-9 Certificates.                                                  

     The Class M-9 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates, Class M-3          
Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6         
Certificates, Class M-7 Certificates and Class M-8 Cetificates as described in  
the Pooling and Servicing Agreement referred to herein.                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 B-10

 [FORM OF CLASS B-1 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
  M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7,
CLASS M-8 AND CLASS M-9 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
   AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
 WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
   TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING  
AGREEMENT REFERENCED HEREIN.                                        

   UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN    
    INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE
OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE  
    (COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN
THE MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS     
      CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE
     EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO
    THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF,
      ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE
  OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
   PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS
SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
     EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE
 IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S
     RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH
  PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME  
EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND  
     LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
    SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
 HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
      APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS  
     CERTIFICATE BY OR ON BEHALF OF SUCH PLAN 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
     SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
 IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS
CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE
    REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH     
REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE  
  PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT
   PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE
      TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.                                               

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS B-1

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class B-1              Original Class Certificate Principal   
                                       Balance of the Class B-1 Certificates
Certificate Interest Rate:  Floating     as of the Closing Date:  $4,220,000.00 

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date: October 1, 2005        $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            
                                  Trustee:  Wells Fargo Bank, N.A.
No.                                                                             
                                Closing Date: October 31, 2005
CUSIP:  04542B PV 8                                                             

ISIN:  US04542BPV89                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class B-1 Certificates) in that certain beneficial ownership interest    
evidenced by all the Class B-1 Certificates in the Trust Fund created pursuant  
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
B-1 Certificates on such Distribution Date pursuant to the Agreement; provided, 
however, that if any Class B-1 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class B-1        
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

        The Certificate Interest Rate for the Class B-1 Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class B-1 Certificate Margin, (ii) the
Pool Maximum Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class 
B-1 Certificates during each Interest Accrual Period at the Certificate Interest
Rate.                                                                           

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class B-1 Certificates.                                                  

     The Class B-1 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates, Class M-3          
Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6         
Certificates, Class M-7 Certificates, Class M-8 Certificates and Class M-9      
Certificates as described in the Pooling and Servicing Agreement referred to    
herein.                                                                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

          No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and  
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification, the Certificate Registrar shall require, in order to assure   
compliance with such laws, that the Certificateholder desiring to effect the    
transfer and such Certificateholder's prospective transferee each execute a     
representation letter in the form described by the Agreement certifying to the  
Certificate Registrar the facts surrounding the transfer. None of the Depositor,
the Certificate Registrar or the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any    
other securities law or to take any action not otherwise required under the     
Agreement to permit the transfer of such Certificates without registration or   
qualification. Any such Certificateholder desiring to effect such transfer      
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the      
Certificate Registrar and any Servicer against any liability that may result if 
the transfer is not so exempt or is not made in accordance with such federal and
state laws.                                                                     

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 B-10

 [FORM OF CLASS B-2 CERTIFICATE]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
    TRUSTEE 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.                                                             

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS
  M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7,
CLASS M-8, CLASS M-9 AND CLASS B-1 CERTIFICATES AS DESCRIBED IN THE 
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.                 

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS   
   BENEFICIAL OWNERSHIP OF 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 PROPERTY.                                 

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
   AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
 WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
   TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING  
AGREEMENT REFERENCED HEREIN.                                        

   UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN    
    INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE
OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE  
    (COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN
THE MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS     
      CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE
     EITHER (I) A REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO
    THE TRUSTEE, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF,
      ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE
  OR (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
   PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS
SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
     EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE
 IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S
     RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH
  PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME  
EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND  
     LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
    SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
 HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
      APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
TO THE TRUSTEE, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS  
     CERTIFICATE BY OR ON BEHALF OF SUCH PLAN 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
     SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
 IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS
CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE
    REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE
PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH     
REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE  
  PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT
   PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE
      TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.                                               

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS B-2

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class B-2              Original Class Certificate Principal   
                                       Balance of the Class B-2 Certificates
Certificate Interest Rate:  Floating     as of the Closing Date:  $2,979,000.00 

Date of Pooling and Servicing Agreement  Initial Certificate Principal Balance: 
and Cut-off Date: October 1, 2005        $[  ]                                  

                                Servicer:  Option One Mortgage
First Distribution Date:  November 25,   Corporation                            
2005                                                                            
                                  Trustee:  Wells Fargo Bank, N.A.
No.                                                                             
                                Closing Date: October 31, 2005
CUSIP:  04542B PW 6                                                             

ISIN:  US04542BPW62                                                             

   DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
 CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
    OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.                                        

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

          This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal     
Balance of this Certificate by the Original Class Certificate Principal Balance 
of the Class B-2 Certificates) in that certain beneficial ownership interest    
evidenced by all the Class B-2 Certificates in the Trust Fund created pursuant  
to a Pooling and Servicing Agreement, dated as specified above (the             
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the    
"Depositor," which term includes any successor entity under the Agreement), the 
Servicer and the Trustee, a summary of certain of the pertinent provisions of   
which is set forth hereafter. To the extent not defined herein, the capitalized 
terms used herein have the meanings assigned in the Agreement. This Certificate 
is issued under and is subject to the terms, provisions and conditions of the   
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
B-2 Certificates on such Distribution Date pursuant to the Agreement; provided, 
however, that if any Class B-2 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class B-2        
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

        The Certificate Interest Rate for the Class B-2 Certificates for
each Distribution Date will be the least of (i) One-Month LIBOR as of the       
related LIBOR Determination Date plus the Class B-2 Certificate Margin, (ii) the
Pool Maximum Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class 
B-2 Certificates during each Interest Accrual Period at the Certificate Interest
Rate.                                                                           

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing a Percentage Interest
in the Class B-2 Certificates.                                                  

     The Class B-2 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more   
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

           This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates, Class M-3          
Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6         
Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9         
Certificates and Class B-1 Certificates as described in the Pooling and         
Servicing Agreement referred to herein.                                         

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

          No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and  
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification, the Certificate Registrar shall require, in order to assure   
compliance with such laws, that the Certificateholder desiring to effect the    
transfer and such Certificateholder's prospective transferee each execute a     
representation letter in the form described by the Agreement certifying to the  
Certificate Registrar the facts surrounding the transfer. None of the Depositor,
the Certificate Registrar or the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any    
other securities law or to take any action not otherwise required under the     
Agreement to permit the transfer of such Certificates without registration or   
qualification. Any such Certificateholder desiring to effect such transfer      
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the      
Certificate Registrar and any Servicer against any liability that may result if 
the transfer is not so exempt or is not made in accordance with such federal and
state laws.                                                                     

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory
Date of authentication:                                                         

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 C-1

 [FORM OF CLASS CE CERTIFICATES]

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A DIRECT
     OR INDIRECT BENEFICIAL 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 PROPERTY.                            

   THIS CLASS CE CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND   
SERVICING AGREEMENT REFERRED TO HEREIN.                             

      THIS CLASS CE CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME
   AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

    THIS CLASS CE CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
    INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
   MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
WILL BE REGISTERED.                                                 

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ABFC ASSET-BACKED CERTIFICATES
SERIES 2005-OPT1, CLASS CE

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class CE               Servicer:  Option One Mortgage         
             Corporation

Date of Pooling and Servicing Agreement                                         
and Cut-off Date:  October 1, 2005       Trustee:  Wells Fargo Bank, N.A.       

First Distribution Date:  November 25,   Closing Date: October 31, 2005         
2005                                                                            

No.                                                                             

Percentage Interest:  100%                                                      

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

     This certifies that __________________________________ is the
registered owner of a Percentage Interest set forth above in that certain       
beneficial ownership interest evidenced by all the Class CE Certificates in the 
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as      
specified above (the "Agreement"), among Asset Backed Funding Corporation       
(hereinafter called the "Depositor," which term includes any successor entity   
under the Agreement), the Servicer and the Trustee, a summary of certain of the 
pertinent provisions of which is set forth hereafter. To the extent not defined 
herein, the capitalized terms used herein have the meanings assigned in the     
Agreement. This Certificate is issued under and is subject to the terms,        
provisions and conditions of the Agreement, to which Agreement the Holder of    
this Certificate by virtue of the acceptance hereof assents and by which such   
Holder is bound.                                                                

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the last Business Day of the month immediately     
preceding the month in which the related Distribution Date occurs (the "Record  
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class CE Certificates on such Distribution  
Date pursuant to the Agreement.                                                 

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class CE         
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series        
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified on the face hereof.                           

            The Class CE Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

          No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and  
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification, the Certificate Registrar shall require, in order to assure   
compliance with such laws, either (i) that the Certificateholder desiring to    
effect the transfer and such Certificateholder's prospective transferee each    
execute a representation letter in the form described by the Agreement          
certifying to the Certificate Registrar the facts surrounding the transfer, or  
(ii) unless such transfer is made in reliance upon Rule 144A under the 1933 Act,
that the Depositor and the Certificate Registrar receive an Opinion of Counsel  
satisfactory to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the          
Depositor, the Trustee or the Certificate Registrar, in their respective        
capacities as such. None of the Depositor, the Certificate Registrar or the     
Trustee is obligated to register or qualify the Class of Certificates specified 
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any such Certificateholder  
desiring to effect such transfer shall, and does hereby agree to, indemnify the 
Trustee, the Depositor, the Certificate Registrar and any Servicer against any  
liability that may result if the transfer is not so exempt or is not made in    
accordance with such federal and state laws.                                    

           No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,     
including individual retirement accounts and annuities, Keogh plans and         
collective investment funds and separate accounts in which such plans, accounts 
or arrangements are invested that are subject to the fiduciary responsibility   
provisions of ERISA, Section 4975 of the Code or any materially similar         
provisions of applicable federal, state or local law (collectively, "Plans") or 
any person who is directly or indirectly purchasing the Certificate or interest 
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a 
Plan.                                                                           

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

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 C-2

 [FORM OF CLASS P CERTIFICATE]

   THIS CLASS P CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
    INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
   MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
WILL BE REGISTERED.                                                 

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS P

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class P                Servicer:  Option One Mortgage         
             Corporation

Date of Pooling and Servicing Agreement                                         
and Cut-off Date:  October 1, 2005       Trustee:  Wells Fargo Bank, N.A.       

First Distribution Date:  November 25,   Closing Date: October 31, 2005         
2005                                                                            

No.                                                                             

Percentage Interest:  100%                                                      

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

     This certifies that __________________________________ is the
registered owner of a Percentage Interest set forth above in that certain       
beneficial ownership interest evidenced by all the Class P Certificates in the  
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as      
specified above (the "Agreement"), among Asset Backed Funding Corporation       
(hereinafter called the "Depositor," which term includes any successor entity   
under the Agreement), the Servicer and the Trustee, a summary of certain of the 
pertinent provisions of which is set forth hereafter. To the extent not defined 
herein, the capitalized terms used herein have the meanings assigned in the     
Agreement. This Certificate is issued under and is subject to the terms,        
provisions and conditions of the Agreement, to which Agreement the Holder of    
this Certificate by virtue of the acceptance hereof assents and by which such   
Holder is bound.                                                                

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the last Business Day of the month immediately     
preceding the month in which the related Distribution Date occurs (the "Record  
Date"), from Prepayment Charges, Originator Prepayment Charge Payment Amounts   
and Servicer Prepayment Charge Payment Amounts in the Distribution Account in an
amount equal to the product of the Percentage Interest evidenced by this        
Certificate and the amount required to be distributed to the Holders of Class P 
Certificates on such Distribution Date pursuant to the Agreement.               

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class P          
Certificates, or by check mailed by first class mail to the address of the      
Person entitled thereto, as such name and address shall appear on the           
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing the Percentage       
Interest specified on the face hereof.                                          

   The Class P Certificates are limited in right of payment to
Prepayment Charges received on the Mortgage Loans, Originator Prepayment Charge 
Payment Amounts and Servicer Prepayment Charge Payment Amounts, all as more     
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

          No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and  
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification, the Certificate Registrar shall require, in order to assure   
compliance with such laws, either (i) that the Certificateholder desiring to    
effect the transfer and such Certificateholder's prospective transferee each    
execute a representation letter in the form described by the Agreement          
certifying to the Certificate Registrar the facts surrounding the transfer, or  
(ii) unless such transfer is made in reliance upon Rule 144A under the 1933 Act,
that the Depositor and the Certificate Registrar receive an Opinion of Counsel  
satisfactory to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the          
Depositor, the Trustee or the Certificate Registrar, in their respective        
capacities as such. None of the Depositor, the Certificate Registrar or the     
Trustee is obligated to register or qualify the Class of Certificates specified 
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any such Certificateholder  
desiring to effect such transfer shall, and does hereby agree to, indemnify the 
Trustee, the Depositor, the Certificate Registrar and any Servicer against any  
liability that may result if the transfer is not so exempt or is not made in    
accordance with such federal and state laws.                                    

           No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,     
including individual retirement accounts and annuities, Keogh plans and         
collective investment funds and separate accounts in which such plans, accounts 
or arrangements are invested that are subject to the fiduciary responsibility   
provisions of ERISA, Section 4975 of the Code or any materially similar         
provisions of applicable federal, state or local law (collectively, "Plans") or 
any person who is directly or indirectly purchasing the Certificate or interest 
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a 
Plan.                                                                           

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

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

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 C-3

 [FORM OF CLASS R CERTIFICATE]

  THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

 FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
 "RESIDUAL INTEREST" IN FOUR SEPARATE "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"). 

  THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND   
SERVICING AGREEMENT REFERRED TO HEREIN.                             

     THIS CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME
   AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

   THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
    INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
   MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
WILL BE REGISTERED.                                                 

     ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY
    BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT TO THE
    CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
   ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
      INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
  FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN
      SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1
 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY
SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION  
 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING
    CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
     ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO
      PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX,
    AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING
      TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
   REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
     DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
      AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
     TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE
      DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
  NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
     HOLDER OF THE CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL
   BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE
PROVISIONS OF SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT
 REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS
PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CLASS R      
CERTIFICATE.                                                        

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS R

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class R                Servicer:  Option One Mortgage         
             Corporation

Date of Pooling and Servicing Agreement                                         
and Cut-off Date:  October 1, 2005       Trustee:  Wells Fargo Bank, N.A.       

First Distribution Date:  November 25,   Closing Date:  October 31, 2005        
2005                                                                            

No.                                                                             

Percentage Interest:  100%                                                      

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

           This certifies that _______________________ is the registered owner
of 100% Percentage Interest in that certain beneficial ownership interest       
evidenced by the Class R Certificate in the Trust Fund created pursuant to a    
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),    
among Asset Backed Funding Corporation (hereinafter called the "Depositor,"     
which term includes any successor entity under the Agreement), the Servicer and 
the Trustee, a summary of certain of the pertinent provisions of which is set   
forth hereafter. To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the last Business Day of the month immediately     
preceding the month in which the related Distribution Date occurs (the "Record  
Date"), from funds in the Distribution Account in the amount required to be     
distributed to the Holder of Class R Certificate on such Distribution Date      
pursuant to the Agreement.                                                      

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class R          
Certificate, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing the Percentage       
Interest specified on the face hereof.                                          

         The Class R Certificate is limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

          No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and  
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification, the Certificate Registrar shall require, in order to assure   
compliance with such laws, either (i) that the Certificateholder desiring to    
effect the transfer and such Certificateholder's prospective transferee each    
execute a representation letter in the form described by the Agreement          
certifying to the Certificate Registrar the facts surrounding the transfer, or  
(ii) unless such transfer is made in reliance upon Rule 144A under the 1933 Act,
that the Depositor and the Certificate Registrar receive an Opinion of Counsel  
satisfactory to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the          
Depositor, the Trustee or the Certificate Registrar, in their respective        
capacities as such. None of the Depositor, the Certificate Registrar or the     
Trustee is obligated to register or qualify the Class of Certificates specified 
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any such Certificateholder  
desiring to effect such transfer shall, and does hereby agree to, indemnify the 
Trustee, the Depositor, the Certificate Registrar and any Servicer against any  
liability that may result if the transfer is not so exempt or is not made in    
accordance with such federal and state laws.                                    

           No transfer of this Certificate or any interest therein may be made
to employee benefit plans and certain other retirement plans and arrangements,  
including individual retirement accounts and annuities, Keogh plans and         
collective investment funds and separate accounts in which such plans, accounts 
or arrangements are invested that are subject to the fiduciary responsibility   
provisions of ERISA, Section 4975 of the Code or any materially similar         
provisions of applicable federal, state or local law (collectively, "Plans") or 
any person who is directly or indirectly purchasing the Certificate or interest 
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a 
Plan.                                                                           

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of  
the Agreement and to any amendment of the Agreement deemed necessary by counsel 
of the Depositor to ensure that the transfer of this Certificate to any Person  
other than a Permitted Transferee or any other Person will not cause the Trust  
to cease to qualify as five separate REMICs or cause the imposition of a tax    
upon the Trust.                                                                 

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 C-3

 [FORM OF CLASS R-X CERTIFICATE]

  THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

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

    THIS CLASS R-X CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF
THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND   
SERVICING AGREEMENT REFERRED TO HEREIN.                             

  THIS CLASS R-X CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH
TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.                                                             

     THIS CLASS R-X CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
  SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.                             

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
    INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
   MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
WILL BE REGISTERED.                                                 

   ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-X CERTIFICATE
    MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT TO
THE CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN     
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR        
     INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN
    A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM
THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY      
 ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING     
      HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT
    OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (3) SUCH TRANSFEREE 
SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL   
     CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN
  THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF
      THIS CLASS R-X CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
    DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO
      LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
     A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
    TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE
      CLASS R-X CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO
    HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF
      SECTION 5.02(d) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM   
ACQUIRING BENEFICIAL OWNERSHIP OF THIS CLASS R-X CERTIFICATE.       

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ABFC ASSET-BACKED CERTIFICATES
 SERIES 2005-OPT1, CLASS R-X

evidencing a beneficial ownership interest in a Trust Fund consisting primarily 
of a pool of conventional fixed-rate and adjustable-rate one- to four-family    
first and second lien mortgage loans formed and sold by                         

ASSET BACKED FUNDING CORPORATION

Series 2005-OPT1, Class R-X              Servicer:  Option One Mortgage         
             Corporation

Date of Pooling and Servicing Agreement                                         
and Cut-off Date:  October 1, 2005       Trustee:  Wells Fargo Bank, N.A.       

First Distribution Date:  November 25,   Closing Date:  October 31, 2005        
2005                                                                            

No.                                                                             

Percentage Interest:  100%                                                      

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET
 BACKED FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR     
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER ENTITY.           

           This certifies that _______________________ is the registered owner
of 100% Percentage Interest in that certain beneficial ownership interest       
evidenced by the Class R-X Certificate in the Trust Fund created pursuant to a  
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),    
among Asset Backed Funding Corporation (hereinafter called the "Depositor,"     
which term includes any successor entity under the Agreement), the Servicer and 
the Trustee, a summary of certain of the pertinent provisions of which is set   
forth hereafter. To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

          Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the   
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the last Business Day of the month immediately     
preceding the month in which the related Distribution Date occurs (the "Record  
Date"), from funds in the Distribution Account in the amount required to be     
distributed to the Holder of Class R-X Certificate on such Distribution Date    
pursuant to the Agreement.                                                      

     All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Certificate Registrar
in writing at least five Business Days prior to the Record Date immediately     
prior to such Distribution Date and is the registered owner of Class R-X        
Certificate, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

          This Certificate is one of a duly authorized issue of Certificates
designated as ABFC Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing the Percentage       
Interest specified on the face hereof.                                          

           The Class R-X Certificate is limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee and the rights of the Certificateholders   
under the Agreement at any time by the Depositor, the Servicer and the Trustee  
with the consent of the Holders of Certificates entitled to the Voting Rights   
identified 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 herefor or in lieu hereof whether or not notation of such consent is   
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the 
Certificates.                                                                   

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

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

          No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and  
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification, the Certificate Registrar shall require, in order to assure   
compliance with such laws, either (i) that the Certificateholder desiring to    
effect the transfer and such Certificateholder's prospective transferee each    
execute a representation letter in the form described by the Agreement          
certifying to the Certificate Registrar the facts surrounding the transfer, or  
(ii) unless such transfer is made in reliance upon Rule 144A under the 1933 Act,
that the Depositor and the Certificate Registrar receive an Opinion of Counsel  
satisfactory to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the          
Depositor, the Trustee or the Certificate Registrar, in their respective        
capacities as such. None of the Depositor, the Certificate Registrar or the     
Trustee is obligated to register or qualify the Class of Certificates specified 
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any such Certificateholder  
desiring to effect such transfer shall, and does hereby agree to, indemnify the 
Trustee, the Depositor, the Certificate Registrar and any Servicer against any  
liability that may result if the transfer is not so exempt or is not made in    
accordance with such federal and state laws.                                    

           No transfer of this Certificate or any interest therein may be made
to employee benefit plans and certain other retirement plans and arrangements,  
including individual retirement accounts and annuities, Keogh plans and         
collective investment funds and separate accounts in which such plans, accounts 
or arrangements are invested that are subject to the fiduciary responsibility   
provisions of ERISA, Section 4975 of the Code or any materially similar         
provisions of applicable federal, state or local law (collectively, "Plans") or 
any person who is directly or indirectly purchasing the Certificate or interest 
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a 
Plan.                                                                           

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of  
the Agreement and to any amendment of the Agreement deemed necessary by counsel 
of the Depositor to ensure that the transfer of this Certificate to any Person  
other than a Permitted Transferee or any other Person will not cause the Trust  
to cease to qualify as five separate REMICs or cause the imposition of a tax    
upon the Trust.                                                                 

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

    The Depositor, the Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Servicer, the Trustee or the      
Certificate Registrar may treat the Person in whose name this Certificate is    
registered as the owner hereof for all purposes, and none of the Depositor, the 
Servicer, the Trustee, the Certificate Registrar nor any such agent shall be    
affected by notice to the contrary.                                             

           The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being less than 
10% of the Cut-off Date Aggregate Principal Balance.                            

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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

Dated:                                                                          

                                WELLS FARGO BANK, N.A., as Trustee

 By:
                                          --------------------------------------
                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK, N.A., as Certificate
             Registrar

 By:
                                          --------------------------------------
                        Authorized Signatory

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 ABBREVIATIONS

        The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in  
full according to applicable laws or regulations:                               

TEN COM  -  as tenants in common         UNIF GIFT MIN ACT - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
                                                             ___________________
JT TEN   -  as joint tenants with right                            (State)      
of survivorship and not as                              
tenants in common                                       

         Additional abbreviations may also be used though not in the above
list.                                                   

ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)______________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

      I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          
________________________________________________________________________________

Dated:                                                                          

                                        ________________________________________
                                     Signature by or on behalf of assignor

                                        ________________________________________
                    Signature Guaranteed

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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 D-1

GROUP 1 MORTGAGE LOAN SCHEDULE

 (Intentionally Omitted - Available Upon Request From the Trustee)

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 EXHIBIT D-2

GROUP 2 MORTGAGE LOAN SCHEDULE

 (Intentionally Omitted - Available Upon Request From the Trustee)

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 EXHIBIT E

FORM OF REQUEST FOR RELEASE OF DOCUMENTS

To:   Wells Fargo Bank, N.A.                                                    
9062 Old Annapolis Road                                             
Columbia, Maryland  21045                                           

Attn:  Client Manager - ABFC, Series 2005-OPT1                      

   Re:   Pooling and Servicing Agreement dated as of October 1, 2005 among
           Asset Backed Funding Corporation, as depositor, Option One Mortgage
        Corporation, as servicer, and Wells Fargo Bank, N.A., as trustee
            --------------------------------------------------------------------

          All capitalized terms used herein shall have the means ascribed to
them in the Pooling and Servicing Agreement (the "Agreement") referenced above. 

           In connection with the administration of the Mortgage Loans held by
you as Trustee pursuant to the Agreement, we request the release, and hereby    
acknowledge receipt, of the Trustee's Mortgage File for the Mortgage Loan       
described below, for the reason indicated.                                      

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

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

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

_____ 1.    Mortgage Paid in Full                                               

_____ 2.    Foreclosure                                                         

_____ 3.    Substitution                                                        

_____ 4.    Other Liquidation (Repurchases, etc.)                               

_____ 5.    Nonliquidation    Reason:___________________                        

      By:_______________________
     (authorized signer)

      Issuer:___________________

      Address:__________________

      __________________________

      Date:_____________________

Custodian                                                                       

Wells Fargo Bank, N.A.                                                          

     Please acknowledge the execution of the above request by your
signature and date below:                                                       

_________________________________   _____________________                       
Signature                     Date                                  

Documents returned to Custodian:                                                

_________________________________   _____________________                       
Custodian                     Date                                  

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 EXHIBIT F-1

 FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                    Date

Asset Backed Funding Corporation                                                
214 North Tryon Street                                                          
21st Floor                                                                      
Charlotte, North Carolina  28255                                                

Option One Mortgage Corporation                                                 
3 Ada                                                                           
Irvine, California 92618                                                        

Re:   Pooling and Servicing Agreement (the "Pooling and Servicing   
           Agreement"), dated as of October 1, 2005 among Asset Backed Funding
      Corporation, as depositor, Option One Mortgage Corporation, as
         servicer, and Wells Fargo Bank, N.A., as trustee, with respect to
ABFC Asset-Backed Certificates, Series 2005-OPT1        
           -------------------------------------------------------------------

Ladies and Gentlemen:                                                           

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Trustee, hereby certifies that it has received   
the documents listed in Section 2.01 of the Pooling and Servicing Agreement for 
each Mortgage File pertaining to each Mortgage Loan listed on Exhibits D-1 and  
D-2 to the Pooling and Servicing Agreement, subject to any exceptions noted on  
Schedule I hereto and, based on an examination of such documents, the           
information set forth in the Mortgage Loan Schedules that corresponds to items  
(1), (2), (3), (6), (7), (8), (10) and (22) of the Mortgage Loan Schedules      
accurately reflects the information in the Mortgage File.                       

           Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and   
Servicing Agreement. This Certificate is subject in all respects to the terms of
Section 2.02 of the Pooling and Servicing Agreement and the Pooling and         
Servicing Agreement sections cross-referenced therein.                          

                    WELLS FARGO BANK, N.A.
            as Trustee

                                    By:___________________________________
         Name:
          Title:

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 EXHIBIT F-2

 FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                        [Date]

Asset Backed Funding Corporation                                                
214 North Tryon Street                                                          
21st Floor                                                                      
Charlotte, North Carolina  28255                                                

Option One Mortgage Corporation                                                 
3 Ada                                                                           
Irvine, California 92618                                                        

Re:   Pooling and Servicing Agreement (the "Pooling and Servicing   
            Agreement"), dated as of October 1, 2005, among Asset Backed Funding
      Corporation, as depositor, Option One Mortgage Corporation, as
         servicer, and Wells Fargo Bank, N.A., as trustee, with respect to
ABFC Asset-Backed Certificates, Series 2005-OPT1        
            --------------------------------------------------------------------

Ladies and Gentlemen:                                                           

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Trustee, hereby certifies that as to each        
Mortgage Loan listed in the Mortgage Loan Schedules attached as Exhibits D-1 and
D-2 to the Pooling and Servicing Agreement (other than any Mortgage Loan paid in
full or listed on Schedule I hereto), it has received the applicable documents  
listed in Section 2.01 of the Pooling and Servicing Agreement.                  

      The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedules, other than any Mortgage Loan listed  
on Schedule I hereto, it has reviewed the applicable documents listed in Section
2.01 of the Pooling and Servicing Agreement and has determined that each such   
document appears to be complete and, based on an examination of such documents, 
the information set forth in the Mortgage Loan Schedules is correct.            

           Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This          
Certificate is qualified in all respects by the terms of said Pooling and       
Servicing Agreement.                                                            

                     WELLS FARGO BANK, N.A.,
              as Trustee

                                    By:___________________________________
         Name:
          Title:

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 EXHIBIT F-3

FORM OF RECEIPT OF MORTGAGE NOTE

Asset Backed Funding Corporation                                                
214 North Tryon Street                                                          
21st Floor                                                                      
Charlotte, North Carolina  28255                                                

Re:   ABFC Asset-Backed Certificates, Series 2005-OPT1              
------------------------------------------------        

Ladies and Gentlemen:                                                           

        Pursuant to Section 2.01 of the Pooling and Servicing Agreement,
dated as of October 1, 2005, among Asset Backed Funding Corporation, as         
depositor, Option One Mortgage Corporation, as Servicer, and Wells Fargo Bank,  
N.A., as trustee, we hereby acknowledge that, except as may be specified in any 
list of exceptions attached hereto, either (i) we have received the original    
Mortgage Note relating to each of the Mortgage Loans listed on the Mortgage Loan
Schedule or (ii) if such original Mortgage Note has been lost, a copy of such   
original Mortgage Note, together with a lost note affidavit.                    

                     WELLS FARGO BANK, N.A.,
              as Trustee

                                    By:___________________________________
         Name:
          Title:

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 EXHIBIT G

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

ASSET BACKED FUNDING CORPORATION

as Purchaser

 and

 BANK OF AMERICA, NATIONAL ASSOCIATION

 as Seller

MORTGAGE LOAN PURCHASE AGREEMENT

 Fixed Rate and Adjustable Rate Mortgage Loans

ABFC Asset-Backed Certificates, Series 2005-OPT1

 Dated as of October 1, 2005

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

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 TABLE OF CONTENTS

 ARTICLE I

 DEFINITIONS

Section 1.01  Definitions...................................................    

ARTICLE II

 SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

Section 2.01  Sale of Mortgage Loans........................................    
Section 2.02  Obligations of Seller Upon Sale...............................    
Section 2.03  Payment of Purchase Price for the Mortgage Loans..............    

 ARTICLE III

 REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

Section 3.01  Seller Representations and Warranties Relating to the             
          Mortgage Loans................................................
Section 3.02  Seller Representations and Warranties.........................    

ARTICLE IV

SELLER'S COVENANTS

Section 4.01  Covenants of the Seller.......................................    

 ARTICLE V

 TERMINATION

Section 5.01  Termination...................................................    

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.01  Amendment.....................................................    
Section 6.02  Governing Law.................................................    
Section 6.03  Notices.......................................................    
Section 6.04  Severability of Provisions....................................    
Section 6.05  Counterparts..................................................    
Section 6.06  Further Agreements............................................    
Section 6.07  Intention of the Parties......................................    
Section 6.08  Successors and Assigns; Assignment of this Agreement..........    
Section 6.09  Survival......................................................    

Schedule I..-  Mortgage Loan Schedule                                           

EX-4
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          MORTGAGE LOAN PURCHASE AGREEMENT, dated as of October 1, 2005 (the
"Agreement"), between BANK OF AMERICA, NATIONAL ASSOCIATION ("Bank of America"  
or the "Seller") and ASSET BACKED FUNDING CORPORATION (the "Purchaser").        

W I T N E S S E T H:
- - - - - - - - - - 

       WHEREAS, pursuant to the Flow Sale and Servicing Agreement (the
"Underlying Sale Agreement"), dated as of July 28, 2005, by and among Bank of   
America, N.A., as the purchaser (the "Underlying Purchaser"), Option One        
Mortgage Corporation, as company and seller (the "Company"), Option One Owner   
Trust 2001-1A, Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2,   
Option One Owner Trust 2002-3, Option One Owner Trust 2003-4, Option One Owner  
Trust 2003-5 and Option One Owner Trust 2005-6 as sellers, and the related      
Memorandum of Sale, dated as of July 28, 2005, among the Underlying Purchaser,  
the Company and Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2,  
Option One Owner Trust 2002-3, Option One Owner Trust 2003-4, Option One Owner  
Trust 2003-5 and Option One Owner Trust 2005-6 (collectively, the "Option One   
Owner Trusts"), the Seller is the owner of either the notes or other evidence of
indebtedness (the "Mortgage Notes") or other evidence of ownership so indicated 
on Schedule I hereto, and the other documents or instruments constituting the   
Mortgage File (collectively, the "Mortgage Loans");                             

           WHEREAS, the Seller, as of the date hereof, owns the mortgages (the
"Mortgages") on the properties (the "Mortgaged Properties") securing such       
Mortgage Loans, including rights (a) to any property acquired by foreclosure or 
deed in lieu of foreclosure or otherwise, and (b) to the proceeds of any        
insurance policies covering the Mortgage Loans or the Mortgaged Properties or   
the obligors on the Mortgage Loans;                                             

            WHEREAS, the parties hereto desire that the Seller sell the Mortgage
Loans to the Purchaser and the Purchaser purchase the Mortgage Loans from the   
Seller pursuant to the terms of this Agreement; and                             

            WHEREAS, pursuant to the terms of a Pooling and Servicing Agreement,
dated as of October 1, 2005 (the "Pooling and Servicing Agreement"), among the  
Purchaser, as depositor, the Company, as servicer ("Option One" or the          
"Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"), the        
Purchaser will convey the Mortgage Loans to the Trustee, on behalf of the ABFC  
2005-OPT1 Trust (the "Trust"), the trust created pursuant to the Pooling and    
Servicing Agreement.                                                            

       NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:                                 

 ARTICLE I

 DEFINITIONS

            Section 1.01 Definitions. All capitalized terms used but not defined
herein shall have the meanings assigned thereto in the Pooling and Servicing    
Agreement.                                                                      

ARTICLE II

 SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

            Section 2.01 Sale of Mortgage Loans. The Seller does hereby agree to
and does hereby sell, assign, set over, and otherwise convey to the Purchaser,  
without recourse, on the Closing Date (i) all of its right, title and interest  
in and to each Mortgage Loan and the related Cut-off Date Principal Balance     
thereof, including any Related Documents; (ii) all payments on or collections in
respect of the Mortgage Loans due after the Cut-off Date; (iii) property which  
secured such Mortgage Loan and which has been acquired by foreclosure or deed in
lieu of foreclosure; (iv) its interest in any insurance policies in respect of  
the Mortgage Loans; (v) the rights of the Seller under the Consulting Agreement,
(vi) the rights of the Seller in respect of the Mortgage Loans under Sections   
3.03 and 4.22 of the Underlying Sale Agreement and the sixth paragraph of       
Section 3.04 of the Underlying Sale Agreement, and (vii) all proceeds of any of 
the foregoing.                                                                  

            Section 2.02 Obligations of Seller Upon Sale. (a) In connection with
any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its 
own expense, on or prior to the Closing Date, (x) to indicate in its books and  
records that the Mortgage Loans have been sold to the Purchaser pursuant to this
Agreement and (y) to deliver to the Purchaser and the Trustee a computer file   
containing a true and complete list of all the Mortgage Loans, specifying, among
other things, for each Mortgage Loan, as of the Cut-off Date, its account number
and Cut-off Date Principal Balance. Such file (the "Mortgage Loan Schedule")    
which is set forth as Exhibits D-1 and D-2 to the Pooling and Servicing         
Agreement, is hereby incorporated into and made a part of this Agreement.       

       In connection with such transfer and assignment of the Mortgage
Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with
the Trustee the following documents or instruments (with respect to each        
Mortgage Loan, a "Mortgage File") with respect to each Mortgage Loan so         
transferred and assigned:                                                       

            (i) the original Mortgage Note, endorsed in blank or with respect to
any lost Mortgage Note, a Lost Note Affidavit, together with a copy of the      
related mortgage note;                                                          

          (ii) the original Mortgage with evidence of recording thereon, and
the original recorded power of attorney, if the Mortgage was executed pursuant  
to a power of attorney, with evidence of recording thereon or, if such Mortgage 
or power of attorney has been submitted for recording but has not been returned 
from the applicable public recording office, has been lost or is not otherwise  
available, a copy of such Mortgage or power of attorney, as the case may be,    
certified to be a true and complete copy of the original submitted for          
recording;                                                                      

       (iii) an original Assignment of Mortgage, in form and substance
acceptable for recording. The Mortgage shall be assigned in blank;              

       (iv) an original copy of any intervening assignment of Mortgage
showing a complete chain of assignments;                                        

            (v) the original or a certified copy of the lender's title insurance
policy; and                                                                     

     (vi) the original or copies of each assumption, modification,
written assurance or substitution agreement, if any.                            

         If any of the documents referred to in Section 2.02(ii), (iii) or
(iv) above has as of the Closing Date been submitted for recording but either   
(x) has not been returned from the applicable public recording office or (y) has
been lost or such public recording office has retained the original of such     
document, the obligations of the Seller to deliver such documents shall be      
deemed to be satisfied upon (1) delivery to the Trustee no later than the       
Closing Date, of a copy of each such document certified by the Seller or the    
Company in the case of (x) above or the applicable public recording office in   
the case of (y) above to be a true and complete copy of the original that was   
submitted for recording and (2) if such copy is certified by the Seller,        
delivery to the Trustee, promptly upon receipt thereof of either the original or
a copy of such document certified by the applicable public recording office to  
be a true and complete copy of the original. If the original lender's title     
insurance policy was not delivered pursuant to Section 2.02(v) above, the Seller
shall deliver or cause to be delivered to the Trustee, a written commitment or  
interim binder or preliminary report of title issued by the title insurance or  
escrow company, with the original to be delivered to the Trustee, promptly upon 
receipt thereof. The Seller shall deliver or cause to be delivered to the       
Trustee promptly upon receipt thereof any other original documents constituting 
a part of a Mortgage File received with respect to any Mortgage Loan, including,
but not limited to, any original documents evidencing an assumption or          
modification of any Mortgage Loan.                                              

       Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File, the Seller    
shall have 120 days to cure such defect or deliver such missing document to the 
Trustee or 150 days following the Closing Date, in the case of missing Mortgages
or Assignments (or within 90 days of the earlier of Seller's discovery or       
receipt of notification if such defect would cause the related Mortgage Loan not
to be a "qualified mortgage" for REMIC purposes or that the Mortgage Loan is    
defective in a manner that would cause it to be a "defective obligation" within 
the meaning of Treasury regulations relating to REMICs). If the Seller does not 
cure such defect or deliver such missing document within such time period, the  
Seller shall either repurchase or substitute for such Mortgage Loan in          
accordance with Section 2.03 of the Pooling and Servicing Agreement.            

          It is understood and agreed that the obligations of the Seller set
forth in this Section 2.02 to cure, repurchase or substitute for a defective    
Mortgage Loan constitute the sole remedies of the Purchaser respecting a missing
or defective document.                                                          

            The Purchaser hereby acknowledges its acceptance of all right, title
and interest to the Mortgage Loans and other property, now existing and         
hereafter created, conveyed to it pursuant to Section 2.01.                     

            The parties hereto intend that the transaction set forth herein be a
sale by the Seller to the Purchaser of all the Seller's right, title and        
interest in and to the Mortgage Loans and other property described above. In the
event the transaction set forth herein is deemed not to be a sale, the Seller   
hereby grants to the Purchaser a security interest in all of the Seller's right,
title and interest in, to and under the Mortgage Loans and other property       
described above, whether now existing or hereafter created, to secure all of the
Seller's obligations hereunder; and this Agreement shall constitute a security  
agreement under applicable law. The Seller and the Purchaser shall, to the      
extent consistent with this Agreement, take such actions as may be necessary to 
ensure that, if this Agreement were deemed to create a security interest in the 
Mortgage Loans, such security interest would be deemed to be a perfected        
security interest of first priority under applicable law and will be maintained 
as such throughout the term of the Pooling and Servicing Agreement.             

         Section 2.03 Payment of Purchase Price for the Mortgage Loans. In
consideration of the sale of the Mortgage Loans from the Seller to the Purchaser
on the Closing Date, the Purchaser agrees (i) to pay to the Seller on the       
Closing Date by transfer of immediately available funds, as directed by the     
Seller, an amount equal to $[ ] and (ii) deliver to or at the direction of the  
Seller on the Closing Date, the Class CE, Class P, Class R and Class R-X        
Certificates, in respect of the Mortgage Loans (collectively, the "Purchase     
Price"). The Seller shall pay, and be billed directly for, all reasonable       
expenses incurred by the Purchaser in connection with the issuance of the       
Certificates, including, without limitation, printing fees incurred in          
connection with the prospectus relating to the Certificates, blue sky           
registration fees and expenses, fees and reasonable expenses of Purchaser's     
counsel, fees of the rating agencies requested to rate the Certificates,        
accountant's fees and expenses and the fees and expenses of the Trustee and     
other out-of-pocket costs, if any.                                              

 ARTICLE III

 REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

          Section 3.01 Seller Representations and Warranties Relating to the
Mortgage Loans                                                                  

           The representations and warranties in the Underlying Sale Agreement
were made as of July 28, 2005.                                                  

          The Seller's right, title and interest in such representations and
warranties and the remedies in connection therewith have been assigned to the   
Purchaser pursuant to Section 2.01 of this Agreement. To the extent that any    
fact, condition or event with respect to a Mortgage Loan constitutes a breach of
both (i) a representation or warranty of the Company under the Underlying Sale  
Agreement and (ii) a representation or warranty of the Seller under this        
Agreement (other than Section 3.01(k) and 3.01(t) below), the only right or     
remedy of the Purchaser shall be the right to enforce the obligations of the    
Company under any applicable representation or warranty made by it. The         
Purchaser acknowledges and agrees that the representations and warranties of the
Seller in this Section 3.01 are applicable only to facts, conditions or events  
that do not constitute a breach of any representation or warranty made by the   
Company in the Underlying Sale Agreement. The Seller shall have no obligation or
liability with respect to any breach of a representation or warranty made by it 
with respect to the Mortgage Loans (other than the representations made in      
Section 3.01(k) below) if the fact, condition or event constituting such breach 
also constitutes a breach of a representation or warranty made by the Company in
the Underlying Sale Agreement, without regard to whether the Company fulfills   
its contractual obligations in respect of such representation or warranty. If,  
however, the Originator fails to reimburse the Trustee for any costs or damages 
incurred by the Trust in connection with a breach of the Originator's           
representation set forth in Section 3.03(i) or 3.03(ddd) of the Underlying Sale 
Agreement (such amount, the "Reimbursement Amount"), the Seller shall pay the   
Reimbursement Amount to the Trust. The Reimbursement Amount shall be delivered  
to the Servicer for deposit into the Collection Account within 10 days from the 
date the Seller was notified by the Trustee of the amount of such costs and     
damages. Subject to the foregoing, the Seller represents and warrants upon      
delivery of the Mortgage Loans to the Purchaser hereunder, as to each, that:    

           (a) The information set forth with respect to the Mortgage Loans on
the Mortgage Loan Schedule attached hereto as Schedule I provides an accurate   
listing of the Mortgage Loans, and the information with respect to each Mortgage
Loan on the Mortgage Loan Schedule is true and correct in all material respects 
at the date or dates respecting which such information is given;                

            (b) No Mortgage Loan was 30 days or more contractually delinquent as
of the Cut-off Date. The Seller has not waived any default, breach, violation or
event of acceleration, and the Seller has not taken any action to waive any     
default, breach, violation or event of acceleration, with respect to any        
Mortgage Loan;                                                                  

          (c) There are no delinquent taxes, assessments that could become a
lien prior to the related Mortgage or insurance premiums affecting the related  
Mortgaged Property;                                                             

           (d) Each Mortgage has not been satisfied, canceled, subordinated or
rescinded, in whole or in part, and the related Mortgaged Property has not been 
released from the lien of the Mortgage, in whole or in part, nor has any        
instrument been executed that would effect any such satisfaction, cancellation, 
subordination, recission or release;                                            

  (e) Other than any Mortgage Loan that is less than 30 days
contractually delinquent as of the Cut-off Date, there is no material default,  
breach, violation or event of acceleration existing under any Mortgage or the   
related Mortgage Note and no event which, with the passage of time or with      
notice and the expiration of any grace or cure period, would constitute a       
material default, breach, violation or event of acceleration, and neither the   
Seller nor its predecessors have waived any material default, breach, violation 
or event of acceleration;                                                       

         (f) Each Mortgaged Property is free of material damage that would
affect adversely the value of the Mortgaged Property as security for the        
Mortgage Loan or the use for which the premises were intended;                  

         (g) To the best of the Seller's knowledge, there is no proceeding
pending for the total or partial condemnation of the Mortgaged Property;        

         (h) Each 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 each Mortgaged Property and, with      
respect to the use and occupancy of the same, including but not limited to      
certificates of occupancy, have been made or obtained from the appropriate      
authorities, except where the failure would not have a material adverse effect  
upon the Mortgage Loan;                                                         

(i) No Mortgage Loan is in foreclosure;                 

           (j) Each Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G of the Code and Treas. Reg ss. 1.860G-2;                        

       (k) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate settlement  
procedures, consumer credit protections, all applicable predatory and abusive   
lending laws, equal credit opportunity or disclosure laws applicable to the     
origination of each Mortgage Loan have been complied with;                      

       (l) No Mortgage Loan is a "high cost" loan as defined under any
federal, state or local law applicable to such Mortgage Loan at the time of its 
origination;                                                                    

    (m) The Seller is the sole owner of record and holder of the
Mortgage Loan and the Mortgage Note and the Mortgage are not assigned or        
pledged, and the Seller has good and marketable title thereto and has full right
and authority to transfer and sell the Mortgage Loan to the Purchaser. The      
Seller is transferring the Mortgage Loan free and clear of any and all          
encumbrances, liens, pledges, equities, participation interests, claims,        
agreements with other parties to sell or otherwise transfer the Mortgage Loan,  
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), charges or security interests of any nature encumbering such       
Mortgage Loan;                                                                  

     (n) The terms of the Mortgage Note and Mortgage have not been
impaired, waived, altered or modified in any respect, except by a written       
instrument which has been recorded, if necessary, to protect the interests of   
the Purchaser and maintain the lien priority of the Mortgage and which has been 
delivered to the Purchaser or its designee. The substance of any such waiver,   
alteration or modification has been approved by the title insurer, to the extent
required by the policy, and its terms are reflected on the Mortgage Loan        
Schedule. No instrument of waiver, alteration or modification has been executed,
and 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  
File delivered to the Purchaser or its designee and the terms of which are      
reflected on the Mortgage Loan Schedule;                                        

        (o) The Seller has not dealt with any broker, investment banker,
agent or other Person (other than the Company and the Underwriters) who may be  
entitled to any commission or compensation in connection with the sale of the   
Mortgage Loans;                                                                 

         (p) The Mortgage is a valid, subsisting enforceable and perfected
first or second lien and first priority security interest on the Mortgaged      
Property, including all buildings 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) the lien of current real property taxes and assessments not yet
due and payable;                                                    

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

         (iii) 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; and                

            (iv) with respect to each second lien Mortgage a prior mortgage lien
on the Mortgaged Property;                                          

        (q) The Mortgage Loan is covered by (a) an attorney's opinion of
title and abstract of title the form and substance of which is acceptable to    
Fannie Mae, (b) an ALTA lender's title insurance policy or (c) a CLTA lender's  
title insurance policy or (d) another generally acceptable form of policy of    
insurance issued by a title insurer qualified to do business in the jurisdiction
where the Mortgaged Property is located insuring the Company, its successors and
assigns, as to the first or second priority lien of the Mortgage in the original
principal amount of the Mortgage Loan subject only to the exceptions contained  
in clauses (i), (ii) and (iii), and with respect to each second lien Mortgage   
Loan clause (iv), of paragraph (p) of this Section 3.01, and against any loss by
reason of the invalidity of unenforceability of the lien resulting from the     
provisions of the Mortgage providing for adjustment in the Mortgage Interest    
Rate and Monthly Payment. 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. Where required by state law or  
regulation, the Mortgagor has been given the opportunity to choose the carrier  
of such lender's title insurance policy. The Company, its successors 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 full force and effect upon the sale of the Mortgage Loan to the  
Purchaser. No claims have been made under such lender's title insurance policy, 
and no prior holder of the Mortgage, including the Company or the Seller, has   
done anything which would impair the coverage of such lender's title insurance  
policy. In connection with the issuance of such lender's title insurance policy,
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 Company or the Seller;                              

           (r) Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes and   
creates a valid, subsisting and enforceable (A) first lien and first priority   
security interest with respect to each first lien Mortgage Loan, or (B) second  
lien and second priority security interest with respect to each second lien     
Mortgage Loan, in either case, on the property described therein and the Company
has full right to sell and assign the same to the Purchaser. The Mortgaged      
Property was not, as of the date of origination of the Mortgage Loan, subject to
a mortgage, deed of trust, deed to secure debt or other security instrument     
creating a lien subordinate to the lien of the Mortgage;                        

           (s) With respect to the Mortgage Loans listed on Exhibit D-1 to the
Pooling and Servicing Agreement only, and except in the case of a Mortgage Loan 
with a Principal Balance at origination of less than $60,000 which would have   
resulted in an unprofitable origination, no Mortgagor was charged "points and   
fees" (whether or not financed) in an amount greater than 5% of the principal   
amount of such loan, such 5% limitation is calculated in accordance with Fannie 
Mae's anti-predatory lending requirements as set forth in the Fannie Mae Selling
Guide; and                                                                      

    (t) No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in the then-current S&P's LEVELS(R)       
Glossary which is now Version 5.6(c), Appendix E) and no Mortgage Loan          
originated on or after October 1, 2002 through March 6, 2003 is governed by the 
Georgia Fair Lending Act.                                                       

            With respect to the representations and warranties set forth in this
Section 3.01 that are made to the best of the Seller's knowledge or as to which 
the Seller has no knowledge, if it is discovered by the Purchaser, the Servicer 
or the Trustee that the substance of such representation and warranty is        
inaccurate and such inaccuracy materially and adversely affects the value of the
related Mortgage Loan, Prepayment Charge or the interest therein of the         
Purchaser or the Purchaser's assignee, transferee or designee then,             
notwithstanding the Seller's lack of knowledge with respect to the substance of 
such representation and warranty being inaccurate at the time the representation
or warranty was made, such inaccuracy shall be deemed a breach of the applicable
representation or warranty.                                                     

        Upon discovery by the Seller, the Servicer, the Purchaser or any
assignee, transferee or designee of the Purchaser of a breach of any of the     
representations and warranties contained in this Article III that materially and
adversely affects the value of any Mortgage Loan or the interest therein of the 
Purchaser or the Purchaser's assignee, transferee or designee, the party        
discovering the breach shall give prompt written notice to the others. Subject  
to the first paragraph of this Section 3.01, within 90 days of the earlier of   
its discovery or its receipt of notice of any such breach of a representation or
warranty, the Seller shall promptly cure such breach in all material respects,  
or in the event such breach cannot be cured, the Seller shall repurchase the    
affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust
Fund and substitute for it one or more Eligible Substitute Mortgage Loans, in   
either case, in accordance with Section 2.03 of the Pooling and Servicing       
Agreement.                                                                      

           It is understood and agreed that the representations and warranties
set forth in this Section 3.01 shall survive delivery of the respective Mortgage
Files to the Trustee on behalf of the Purchaser and the Closing Date and shall  
inure to the benefit of the Certificateholders notwithstanding any restrictive  
or qualified endorsement or assignment.                                         

          It is understood and agreed that the obligations of the Seller set
forth in this Section 3.01 to cure, repurchase or substitute for a Mortgage Loan
as a result of a breach of a representation or warranty, subject to the         
limitation contained in the first paragraph of this Section 3.01, and to pay the
Reimbursement Amount constitute the sole remedies of the Purchaser respecting a 
breach of the representations or warranties contained in this Section 3.01.     

      Section 3.02 Seller Representations and Warranties. The Seller
hereby represents and warrants to the Purchaser that as of the Closing Date or  
as of such date specifically provided herein:                                   

      (a) The Seller is duly organized, validly existing and in good
standing as a national banking association and has the power and authority to   
own its assets and to transact the business in which it is currently engaged.   
The Seller is duly qualified to do business and is in good standing in each     
jurisdiction in which the character of the business transacted by it or         
properties owned or leased by it requires such qualification and in which the   
failure to so qualify would have a material adverse effect on (i) its business, 
properties, assets or condition (financial or other), (ii) the performance of   
its obligations under this Agreement, (iii) the value or marketability of the   
Mortgage Loans, or (iv) its ability to foreclose on the related Mortgaged       
Properties.                                                                     

            (b) The Seller has the power and authority to make, execute, deliver
and perform this Agreement and to consummate all of the transactions            
contemplated hereunder and has taken all necessary action to authorize the      
execution, delivery and performance of this Agreement. When executed and        
delivered, this Agreement will constitute the Seller's legal, valid and binding 
obligation enforceable in accordance with its terms, except as enforcement of   
such terms may be limited by (i) bankruptcy, insolvency, reorganization,        
receivership, moratorium or similar laws affecting the enforcement of creditors'
rights generally or creditors of national banks and by the availability of      
equitable remedies, (ii) general equity principles (regardless of whether such  
enforcement is considered in a proceeding in equity or at law) or (iii) public  
policy considerations underlying the securities laws, to the extent that such   
policy considerations limit the enforceability of the provisions of this        
Agreement which purport to provide indemnification from securities laws         
liabilities.                                                                    

     (c) The Seller holds all necessary licenses, certificates and
permits from all governmental authorities necessary for conducting its business 
as it is presently conducted, except for such licenses, certificates and permits
the absence of which, individually or in the aggregate, would not have a        
material adverse effect on the ability of the Seller to conduct its business as 
it is presently conducted. It is not required to obtain the consent of any other
party or any consent, license, approval or authorization from, or registration  
or declaration with, any governmental authority, bureau or agency in connection 
with the execution, delivery, performance, validity or enforceability of this   
Agreement, except for such consents, licenses, approvals or authorizations, or  
registrations or declarations as shall have been obtained or filed, as the case 
may be, prior to the Closing Date.                                              

(d) The execution and delivery of this Agreement and the
consummation of the transactions contemplated herein (i) will not conflict with 
or constitute a breach of, or default under, or result in the creation or       
imposition of any lien, charge or encumbrance upon any property or assets of the
Seller pursuant to any material contract, indenture, mortgage, loan agreement,  
note, lease or other instrument, agreement or document to which the Seller is a 
party or by which it may be bound or to which any of the property or assets of  
the Seller is subject, (ii) will not result in any violation of the provisions  
of the charter or by-laws of the Seller, or any law, administrative regulation  
or administrative or court decree applicable to the Seller and (iii) will not   
require any filing or registration with or notice to or consent, approval,      
authorization or order of any court or governmental authority or agency.        

      (e) The transactions contemplated by this Agreement are in the
ordinary course of the Seller's business.                                       

    (f) The Seller is not insolvent, nor will the Seller be made
insolvent by the transfer of the Mortgage Loans, nor is the Seller aware of any 
pending insolvency.                                                             

    (g) The Seller is not in violation of, and the execution and
delivery of this Agreement by it and its performance and compliance with the    
terms of this Agreement will not constitute a violation with respect to any     
order or decree of any court, or any order or regulation of any federal, state, 
municipal or governmental agency having jurisdiction, which violation would     
materially and adversely affect the Seller's condition (financial or otherwise) 
or operations or any of the Seller's properties, or materially and adversely    
affect the performance of any of its duties hereunder.                          

          (h) There are no actions or proceedings against, or investigations
of, the Seller pending or, to its knowledge, threatened, before any court,      
administrative agency or other tribunal (i) that, if determined adversely, would
prohibit the Seller from entering into this Agreement, (ii) seeking to prevent  
the consummation of any of the transactions contemplated by this Agreement or   
(iii) that, if determined adversely, would prohibit or materially and adversely 
affect the Seller's performance of any of its respective obligations under, or  
the validity or enforceability of, this Agreement.                              

    (i) The Seller is not transferring the Mortgage Loans to the
Purchaser hereunder with any intent to hinder, delay or defraud any of its      
creditors.                                                                      

          (j) The Seller acquired title to the Mortgage Loans in good faith,
without notice of any adverse claims.                                           

         (k) The transfer, assignment and conveyance of the Mortgage Notes
and the Mortgages by the Seller pursuant to this Agreement are not subject to   
the bulk transfer laws or any similar statutory provisions in effect in any     
applicable jurisdiction.                                                        

ARTICLE IV

SELLER'S COVENANTS

         Section 4.01 Covenants of the Seller .The Seller hereby covenants
that except for the transfer hereunder, the Seller will not sell, pledge, assign
or transfer to any other Person, or grant, create, incur, assume or suffer to   
exist any lien on any Mortgage Loan, or any interest therein; the Seller will   
notify the Trustee, as assignee of the Purchaser, of the existence of any lien  
on any Mortgage Loan immediately upon discovery thereof, and the Seller will    
defend the right, title and interest of the Trust, as assignee of the Purchaser,
in, to and under the Mortgage Loans, against all claims of third parties        
claiming through or under the Seller; provided, however, that nothing in this   
Section 4.01 shall prevent or be deemed to prohibit the Seller from suffering to
exist upon any of the Mortgage Loans any liens for municipal or other local     
taxes and other governmental charges if such taxes or governmental charges shall
not at the time be due and payable or if the Seller shall currently be          
contesting the validity thereof in good faith by appropriate proceedings and    
shall have set aside on its books adequate reserves with respect thereto.       

 ARTICLE V

 TERMINATION

Section 5.01 Termination. The respective obligations and
responsibilities of the Seller and the Purchaser created hereby shall terminate 
upon the termination of the Trust as provided in Article X of the Pooling and   
Servicing Agreement.                                                            

ARTICLE VI

MISCELLANEOUS PROVISIONS

          Section 6.01 Amendment. This Agreement may be amended from time to
time by the Seller and the Purchaser by written agreement signed by the Seller  
and the Purchaser.                                                              

           Section 6.02 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York and the          
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.                                                      

     Section 6.03 Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if    
personally delivered at or mailed by registered mail, postage prepaid, addressed
as follows:                                                                     

if to the Seller:                                       

Bank of America, National Association                   
214 North Tryon Street                                  
Charlotte, North Carolina 28255                         
Attention:  General Counsel                             

or such other address as may hereafter be furnished to the Purchaser in writing 
by the Seller.                                                                  

if to the Purchaser:                                    

Asset Backed Funding Corporation                        
214 North Tyron Street                                  
21st Floor                                              
Charlotte, North Carolina 28255                         
Attention:  Kirk B. Meyers                              

or such other  address as may  hereafter be furnished to the Seller in writing  
by the Purchaser.                                                               

          Section 6.04 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be held      
invalid for any reason whatsoever, 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.                       

           Section 6.05 Counterparts. This Agreement may be executed in one or
more counterparts by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed to be an original and such          
counterparts, together, shall constitute one and the same agreement.            

          Section 6.06 Further Agreements. The Purchaser and the Seller each
agree to execute and deliver to the other such additional documents, instruments
or agreements as may be necessary or reasonable and appropriate to effectuate   
the purposes of this Agreement or in connection with the issuance of any Series 
of Certificates representing interests in the Mortgage Loans.                   

      Without limiting the generality of the foregoing, as a further
inducement for the Purchaser to purchase the Mortgage Loans from the Seller, the
Seller will cooperate with the Purchaser in connection with the sale of any of  
the securities representing interests in the Mortgage Loans. In that connection,
the Seller will provide to the Purchaser any and all information and appropriate
verification of information, whether through letters of its auditors and counsel
or otherwise, as the Purchaser shall reasonably request and will provide to the 
Purchaser such additional representations and warranties, covenants, opinions of
counsel, letters from auditors, and certificates of public officials or officers
of the Seller as are reasonably required in connection with such transactions   
and the offering of investment grade securities rated by the Rating Agencies.   

         Section 6.07 Intention of the Parties. It is the intention of the
parties that the Purchaser is purchasing, and the Seller is selling, the        
Mortgage Loans rather than the pledging of the Mortgage Loans by the Seller to  
secure a loan by the Purchaser to the Seller. Accordingly, the parties hereto   
each intend to treat the transaction for Federal income tax purposes and all    
other purposes as a sale by the Seller and a purchase by the Purchaser of the   
Mortgage Loans. The Purchaser will have the right to review the Mortgage Loans  
and the related Mortgage Files to determine the characteristics of the Mortgage 
Loans which will affect the Federal income tax consequences of owning the       
Mortgage Loans and the Seller will cooperate with all reasonable requests made  
by the Purchaser in the course of such review.                                  

          Section 6.08 Successors and Assigns; Assignment of this Agreement.
This Agreement shall bind and inure to the benefit of and be enforceable by the 
Seller, the Purchaser and the Trustee. The obligations of the Seller under this 
Agreement cannot be assigned or delegated to a third party without the consent  
of the Purchaser and which consent shall be at the Purchaser's sole discretion, 
except that the Purchaser acknowledges and agrees that the Seller may assign its
obligations hereunder to any Person into which the Seller is merged or any      
corporation resulting from any merger, conversion or consolidation to which the 
Seller is a party or any Person succeeding to the business of the Seller. The   
parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans   
for the purpose of contributing them to a trust that will issue a series of     
certificates representing undivided interests in such Mortgage Loans. As an     
inducement to the Purchaser to purchase the Mortgage Loans, the Seller          
acknowledges and consents to the assignment by the Purchaser to the Trustee of  
all of the Purchaser's rights against the Seller pursuant to this Agreement     
insofar as such rights relate to Mortgage Loans transferred to the Trustee and  
to the enforcement or exercise of any right or remedy against the Seller        
pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy
by the Trustee shall have the same force and effect as if the right or remedy   
had been enforced or exercised by the Purchaser directly.                       

           Section 6.09 Survival. The representations and warranties set forth
in Sections 3.01 and 3.02 hereof shall survive the purchase of the Mortgage     
Loans hereunder.                                                                

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          IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed to this Mortgage Loan Purchase Agreement by their respective 
officers thereunto duly authorized as of the day and year first above written.  

                  ASSET BACKED FUNDING
                CORPORATION,
                as Purchaser

 By:
                                         -----------------------------------
                           Name:  Kirk B. Meyers
                           Title: Vice President

                       BANK OF AMERICA, NATIONAL
             ASSOCIATION
           as Seller

 By:
                                         -----------------------------------
                              Name:  Daniel B. Goodwin
                              Title: Managing Director

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STATE OF NORTH CAROLINA )                                                       
)  ss.:                         
COUNTY OF MECKLENBURG   )                                                       

          On the 31st day of October, 2005 before me, a Notary Public in and
for said State, personally appeared Kirk B. Meyers, known to me to be a Vice    
President of Asset Backed Funding Corporation, the corporation that executed the
within instrument, and also known to me to be the person who executed it on     
behalf of said corporation, and acknowledged to me that such corporation        
executed the within instrument.                                                 

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

                                    --------------------------------------------
                                     Notary Public

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STATE OF NORTH CAROLINA )                                                       
)  ss.:                         
COUNTY OF MECKLENBURG   )                                                       

          On the 31st day of October, 2005 before me, a Notary Public in and
for said State, personally appeared Daniel B. Goodwin, known to me to be a      
Managing Director of Bank of America, National Association, the company that    
executed the within instrument, and also known to me to be the person who       
executed it on behalf of said association, and acknowledged to me that such     
association executed the within instrument.                                     

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.         

                                    --------------------------------------------
                                     Notary Public

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Schedule I

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 EXHIBIT H

 FORM OF LOST NOTE AFFIDAVIT

  Personally appeared before me the undersigned authority to
administer oaths, ______________________ who first being duly sworn deposes and 
says: Deponent is ______________________ of ______________________________,     
successor by merger to _________________________________________ ("Seller") and 
who has personal knowledge of the facts set out in this affidavit.              

          On ___________________,  _________________________ did execute and
deliver a promissory note in the principal amount of $__________.               

            That said note has been misplaced or lost through causes unknown and
is presently lost and unavailable after diligent search has been made. Seller's 
records show that an amount of principal and interest on said note is still     
presently outstanding, due, and unpaid, and Seller is still owner and holder in 
due course of said lost note.                                                   

        Seller executes this Affidavit for the purpose of inducing Wells
Fargo Bank, N.A., as trustee on behalf of ABFC Asset-Backed Certificates, Series
2005-OPT1, to accept the transfer of the above described loan from Seller.      

           Seller agrees to indemnify and hold harmless Wells Fargo Bank, N.A.
and Asset Backed Funding Corporation for any losses incurred by such parties    
resulting from the above described promissory note has been lost or misplaced.  

                                      By:___________________________________
                                      ______________________________________

STATE OF                )                                                       
)  SS:                          
COUNTY OF               )                                                       

            On this ____ day of _______ 20__, before me, a Notary Public, in and
for said County and State, appeared ________________________, who acknowledged  
the extension of the foregoing and who, having been duly sworn, states that any 
representations therein contained are true.                                     

        Witness my hand and Notarial Seal this ____ day of _______ 20__.
________________________________                                                
________________________________                                                

My commission expires _________.                                                

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 EXHIBIT I

FORM OF ERISA REPRESENTATION

Wells Fargo Bank, N.A.                                                          
Sixth and Marquette                                                             
Minneapolis, Minnesota, 55479-0113                                              
Attn:  Client Manager - ABFC, Series 2005-OPT1                                  

Asset Backed Funding Corporation                                                
214 North Tryon Street                                                          
21st Floor                                                                      
Charlotte, North Carolina  28255                                                

Re:   ABFC Asset-Backed Certificates, Series 2005-OPT1              
------------------------------------------------        

Ladies and Gentlemen:                                                           

 1. [The undersigned is the ______________________ of (the
"Transferee") a [corporation duly organized] and existing under the laws of     
__________, on behalf of which he makes this affidavit.] [The undersigned,      
___________________, is the transferee (the "Transferee").]                     

         2. The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") among Asset Backed Funding    
Corporation, as depositor (the "Depositor"), Option One Mortgage Corporation, as
Servicer, and Wells Fargo Bank, N.A., as trustee (the "Trustee"), no transfer of
the ERISA-Restricted Certificates shall be permitted to be made to any person   
unless the Depositor and the Certificate Registrar (as defined in the Agreement)
have received a certificate from such transferee in the form hereof.            

        3. The Transferee either (x) (i) is not an employee benefit plan
subject to Section 406 or Section 407 of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code 
of 1986, as amended (the "Code") or any materially similar provisions of        
applicable federal, state or local law ("Similar Law"), the Trustee of any such 
plan or a person acting on behalf of any such plan nor a person using the assets
of any such plan or (ii) (except in the case of the Class R, Class R-X, Class CE
and Class P Certificates) is an insurance company which 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 (y) (except in the case of the
Class R and Class R-X Certificate) shall deliver to the Certificate Registrar   
and the Depositor an opinion of counsel (a "Benefit Plan Opinion") satisfactory 
to the Certificate Registrar, and upon which the Certificate Registrar and the  
Depositor shall be entitled to rely, to the effect that the purchase or holding 
of such Certificate by the Transferee will not constitute or result in a        
non-exempt prohibited transaction within the meaning of ERISA or Section 4975 of
the Code (or similar provisions of Similar Law) and will not subject the Trustee
or the Depositor to any obligation in addition to those undertaken by such      
entities in the Pooling and Servicing Agreement, which opinion of counsel shall 
not be an expense of the Trustee or the Depositor.                              

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

         IN WITNESS WHEREOF, the Transferee has executed this certificate.

                                        ________________________________________
            [Transferee]

                                       By:______________________________________
         Name:
          Title:

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 EXHIBIT J-1

 FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                                            [DATE]

Asset Backed Funding Corporation                                                
214 North Tryon Street                                                          
21st Floor                                                                      
Charlotte, North Carolina  28255                                                

Wells Fargo Bank, N.A.                                                          
Sixth and Marquette                                                             
Minneapolis, Minnesota, 55479-0113                                              
Attn:  Client Manager - ABFC, Series 2005-OPT1                                  

Ladies and Gentlemen:                                                           

   In connection with our acquisition of the ABFC Asset-Backed
Certificates, Series 2005-OPT1 (the "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 are an "accredited investor," 
as defined in Regulation D under the Act, and 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)  
we are acquiring the Certificates for investment for our own account and not    
with a view to any distribution of such Certificates (but without prejudice to  
our right at all times to sell or otherwise dispose of the Certificates in      
accordance with clause (g) below), (e) we agree that the Certificates must be   
held indefinitely by us and we acknowledge that we are able to bear the economic
risk of investment in the Certificates, (f) 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, or  
taken any other action which would result in a violation of Section 5 of the    
Act, (g) we will not sell, transfer or otherwise dispose of any Certificates    
unless (1) such sale, transfer or other disposition is made pursuant to an      
effective registration statement under the Act or is exempt from such           
registration requirements, and if requested, we will at our expense provide an  
opinion of counsel satisfactory to the addressees of this Certificate that such 
sale, transfer or other disposition may be made pursuant to an exemption from   
the Act, (2) the purchaser or transferee of such Certificate has executed and   
delivered to you a certificate to substantially the same effect as this         
certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Pooling and Servicing Agreement and (h)
we acknowledge that the Certificates will bear a legend setting forth the       
applicable restrictions on transfer.                                            

               Very truly yours,

                  [NAME OF TRANSFEREE]

                                     By:____________________________________
                      Authorized Officer

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 EXHIBIT J-2

 FORM OF RULE 144A INVESTMENT LETTER

[DATE]

Asset Backed Funding Corporation                                                
214 North Tryon Street                                                          
21st Floor                                                                      
Charlotte, North Carolina  28255                                                

Wells Fargo Bank, N.A.                                                          
Sixth and Marquette                                                             
Minneapolis, Minnesota, 55479-0113                                              
Attn:  Client Manager - ABFC, Series 2005-OPT1                                  

Re:   ABFC Asset-Backed Certificates, Series 2005-OPT1              
------------------------------------------------        

Ladies and Gentlemen:                                                           

   In connection with our acquisition of the ABFC Asset-Backed
Certificates, Series 2005-OPT1 (the "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 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, (c)  
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, (d) 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.                                                                 

               Very truly yours,

                  [NAME OF TRANSFEREE]

                                     By:____________________________________
                      Authorized Officer

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                                                            ANNEX 1 TO EXHIBIT J

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:       

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

     ii. 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.                                            

      iii. 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.                                                                

          iv. 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.                                                                        

        v. 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.                     

       vi. 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 Buyer

                                        By:_____________________________________
           Name:
            Title:

                                        Date:___________________________________

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

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

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                                                            ANNEX 2 TO EXHIBIT J

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 Buyer or Adviser

                                       By:______________________________________
           Name:
            Title:

              IF AN ADVISER:

                                        ________________________________________
                   Print Name of Buyer

                                        Date:___________________________________

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 EXHIBIT K

 FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

ABFC ASSET-BACKED CERTIFICATES, SERIES 2005-OPT1

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 the [Class R][Class R-X] Certificates (the             
"Certificate") issued pursuant to the Pooling and Servicing Agreement, (the     
"Agreement"), relating to the above-referenced Certificates, among Asset Backed 
Funding Corporation, as depositor, Option One Mortgage Corporation, as servicer,
and Wells Fargo Bank, N.A., as trustee (the "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.                                                    

           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 Certificates either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an         
affidavit from such Person in substantially the same form as this affidavit. 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         
Disqualified Organization; (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 Disqualified Organization, 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 not a Disqualified Organization 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      
Disqualified Organization 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 not a Disqualified Organization 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(d) 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(d) 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 not a 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 in this Exhibit L to the Agreement (a "Transferor Certificate")  
to the effect that such Transferee has no actual knowledge that the Person to   
which the Transfer is to be made is not a 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.                                                                

8. The Transferee's taxpayer identification number is . 

     9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).                                                                    

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

     11. That the Transferee will not cause income from the [Class
R][Class R-X] 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 person.                                  

          12. That, if the Transferee is purchasing the [Class R][Class R-X]
Certificate in a transfer intended to meet the safe harbor provisions of        
Treasury Regulations Sections 1.860E-1(c), the Transferee has executed and      
attached Attachment A hereto.                                                   

          13. The Transferee is not an employee benefit plan that is subject
to ERISA or a plan that is subject to Section 4975 of the Code or a plan or     
arrangement subject to any materially similar provisions of applicable federal, 
state or local law, nor are we acting on behalf of such a plan.                 

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           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, duly attested, this___ day of ____________, 20.        

                  [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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ATTACHMENT A

to

 AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF
 THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

Check the appropriate box:                                                      

[ ] The consideration paid to the Transferee to acquire the [Class R][Class R-X]
Certificate equals or exceeds the excess of (a) the present value of the        
anticipated tax liabilities over (b) the present value of the anticipated       
savings associated with holding such Certificate, in each case calculated in    
accordance with U.S. Treasury Regulations Sections 1.860E-1(c)(7) and (8),      
computing present values using a discount rate equal to the short-term Federal  
rate prescribed by Section 1274(d) of the Code and the compounding period used  
by the Transferee.                                                              

OR                                                      

[ ] The transfer of the [Class R][Class R-X] 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
     [Class R][Class R-X] 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 [Class R][Class R-X]
  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;        

          (iv) the Transferee has determined the consideration paid to it to
   acquire the [Class R][Class R-X] 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; and                                

    (v) in the event of any transfer of the [Class R][Class R-X]
     Certificate by the Transferee, the Transferee will require its transferee
to complete a representation in the form of this Attachment A as a  
condition of the transferee's purchase of the [Class R][Class R-X]  
Certificate.                                                        

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 EXHIBIT L

FORM OF TRANSFEROR CERTIFICATE

                                                                          [DATE]

Wells Fargo Bank, N.A.                                                          
Sixth and Marquette                                                             
Minneapolis, Minnesota, 55479-0113                                              
Attn:  Client Manager - ABFC, Series 2005-OPT1                                  

Asset Backed Funding Corporation                                                
214 North Tryon Street                                                          
21st Floor                                                                      
Charlotte, North Carolina  28255                                                

Re:   ABFC Asset-Backed Certificates, Series 2005-OPT1              
------------------------------------------------        

Ladies and Gentlemen:                                                           

   In connection with our disposition of the ABFC Asset-Backed
Certificates, Series 2005-OPT1 (the "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, (c) to 
the extent we are disposing of the [Class R][Class R-X] Certificate, we have no 
knowledge the Transferee is not a Permitted Transferee and (d) no purpose of the
proposed disposition of the [Class R][Class R-X] Certificate is to impede the   
assessment or collection of tax.                                                

               Very truly yours,

                     [_____________________]

                                By: ______________________________

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 EXHIBIT M

MONTHLY INFORMATION DELIVERED BY SERVICER   

1.    With respect to the Mortgage Pool, the Group 1 Mortgage Loans and the     
     Group 2 Mortgage Loans, the number and Principal Balances of all Mortgage
    Loans which were the subject of Principal Prepayments during the related
Prepayment Period.                                                  

2.    With respect to the Mortgage Pool, the Group 1 Mortgage Loans and the     
      Group 2 Mortgage Loans, the amount of all curtailments which were received
during the related Prepayment Period.                               

3.    With respect to the Mortgage Pool, the Group 1 Mortgage Loans and the     
    Group 2 Mortgage Loans, the aggregate amount of the principal portion of
all Monthly Payments received during the related Collection Period. 

4.    With respect to the Mortgage Pool, the Group 1 Mortgage Loans and the     
   Group 2 Mortgage Loans, the amount of interest received on the Mortgage
Loans during the related Collection Period.                         

5.    With respect to the Mortgage Pool, the Group 1 Mortgage Loans and the     
 Group 2 Mortgage Loans, the aggregate amount of the Advances made and
recovered with respect to such Distribution Date.                   

6.    With respect to the Mortgage Pool, the Group 1 Mortgage Loans and the     
  Group 2 Mortgage Loans, the aggregate amount of the Servicing Advances
made and recovered with respect to such Distribution Date.          

7.    With respect to the Mortgage Pool, the Group 1 Mortgage Loans and the     
   Group 2 Mortgage Loans, the delinquency and foreclosure information and
    the amount of Mortgage Loan Losses during the related Collection Period.

8.    The information contained in the Liquidation Report for the related       
Collection Period.                                                  

9.    With respect to the Mortgage Pool, the Group 1 Mortgage Loans and the     
Group 2 Mortgage Loans, the weighted average maturity, the weighted 
average Mortgage Interest Rate and the weighted average Net Mortgage
      Interest Rate as of the last day of the Collection Period preceding of the
related Interest Accrual Period.                                    

10.   The Servicing Fees paid and Servicing Fees accrued during the related     
Collection Period.                                                  

11.   The Credit Risk Manager Fees paid and Credit Risk Manager Fees accrued    
during the related Collection Period.                               

12.   The amount of all payments or reimbursements to the Servicer paid or to be
paid since the prior Distribution Date (or in the case of the first 
Distribution Date, since the Closing Date).                         

13.   The Pool Balance, the aggregate Principal Balance of the Group 1 Mortgage 
   Loan and the aggregate Principal Balance of the Group 2 Mortgage Loans.

14.   With respect to the Mortgage Pool, the Group 1 Mortgage Loans and the     
   Group 2 Mortgage Loans, the number of Mortgage Loans outstanding at the
beginning and at the end of the related Collection Period.          

15.   The aggregate interest accrued on the Mortgage Loans, the Group 1 Mortgage
Loans and the Group 2 Mortgage Loans, at their respective Mortgage  
Interest Rates for the related Collection Period.                   

16.   The amount deposited in the Collection Account which may not be withdrawn 
 therefrom pursuant to an Order of a United States Bankruptcy Court of
  competent jurisdiction imposing a stay pursuant to Section 362 of U.S.
Bankruptcy Code.                                                    

17.   The aggregate Realized Losses in the Mortgage Pool, in the Group 1        
      Mortgage Loans and in the Group 2 Mortgage Loans since the Cut-off Date as
of the end of the related Collection Period.                        

18.   The amount of Prepayment Charges received, the amount of Originator       
     Prepayment Charge Payment Amounts paid, the amount of Servicer Prepayment
  Charge Payment Amounts paid, and the reason for any Prepayment Charges
     waived without a corresponding Servicer Prepayment Charge Payment Amount,
all for the related Collection Period.                              

19.   The Fixed Swap Payment, the Floating Swap Payment and any Swap Termination
Payment received or paid with respect to such Distribution Date.    

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 EXHIBIT N

Form of Interest Rate Swap Agreement

(Multicurrency--Cross Border)                                                   

 ISDA(R)
International Swap and Derivatives Association, Inc.  

MASTER AGREEMENT

dated as of October 31, 2005
            ----------------

--------------------------------------------------------------------------------
THE BANK OF NEW YORK                 and   WELLS FARGO BANK, N.A., NOT IN ITS   
                                        INDIVIDUAL CAPACITY, BUT SOLELY AS
                                          TRUSTEE FOR THE ABFC 2005-OPT1 TRUST
                                   CREATED UNDER THE POOLING AND
                         SERVICING AGREEMENT

--------------------------------------------------------------------------------
------------------------------------       -------------------------------------
("Party A")                                ("Party B")                          

have entered and/or anticipate entering into one or more transactions (each a   
"Transaction") that are or will be governed by this Master Agreement, which     
includes the schedule (the "Schedule"), and the documents and other confirming  
evidence (each a "Confirmation") exchanged between the parties confirming those 
Transactions.                                                                   

Accordingly, the parties agree as follows:--                                    

1. Interpretation                                                               

(a) Definitions. The terms defined in Section 14 and in the Schedule will have  
the meanings therein specified for the purpose of this Master Agreement.        

(b) Inconsistency. In the event of any inconsistency between the provisions of  
the Schedule and the other provisions of this Master Agreement, the Schedule    
will prevail. In the event of any inconsistency between the provisions of any   
Confirmation and this Master Agreement (including the Schedule), such           
Confirmation will prevail for the purpose of the relevant Transaction.          

(c) Single Agreement. All Transactions are entered into in reliance on the fact 
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties     
would not otherwise enter into any Transactions.                                

2. Obligations                                                                  

(a) General Conditions.                                                         

(i) Each party will make each payment or delivery specified in each 
  Confirmation to be made by it, subject to the other provisions of this
Agreement.                                                          

     (ii) Payments under this Agreement will be made on the due date for value
on that date in the place of the account specified in the relevant  
Confirmation or otherwise pursuant to this Agreement, in freely     
transferable funds and in the manner customary for payments in the  
      required currency. Where settlement is by delivery (that is, other than by
   payment), such delivery will be made for receipt on the due date in the
      manner customary for the relevant obligation unless otherwise specified in
the relevant Confirmation or elsewhere in this Agreement.           

   (iii) Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event of
   Default with respect to the other party has occurred and is continuing,
    (2) the condition precedent that no Early Termination Date in respect of
    the relevant Transaction has occurred or been effectively designated and
      (3) each other applicable condition precedent specified in this Agreement.

Copyright (C) 1992 by International Swap and Derivatives Association, Inc.

(b) Change of Account. Either party may change its account for receiving a      
payment or delivery by giving notice to the other party at least five Local     
Business Days prior to the scheduled date for the payment or delivery to which  
such change applies unless such other party gives timely notice of a reasonable 
objection to such change.                                                       

(c)    Netting. If on any date amounts would otherwise be payable:--            

(i) in the same currency; and                                       

(ii) in respect of the same Transaction,                            

by each party to the other, then, on such date, each party's obligation to make 
payment of any such amount will be automatically satisfied and discharged and,  
if the aggregate amount that would otherwise have been payable by one party     
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate    
amount would have been payable to pay to the other party the excess of the      
larger aggregate amount over the smaller aggregate amount.                      

The parties may elect in respect of two or more Transactions that a net amount  
will be determined in respect of all amounts payable on the same date in the    
same currency in respect of such Transactions, regardless of whether such       
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above    
will not apply to the Transactions identified as being subject to the election, 
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may 
be made separately for different groups of Transactions and will apply          
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.                                                         

(d)   Deduction or Withholding for Tax.                                         

    (i) Gross-Up. All payments under this Agreement will be made without any
deduction or withholding for or on account of any Tax unless such   
      deduction or withholding is required by any applicable law, as modified by
the practice of any relevant governmental revenue authority, then in
    effect. If a party is so required to deduct or withhold, then that party
("X") will:--                                                       

(1) promptly notify the other party ("Y") of such requirement;

    (2) pay to the relevant authorities the full amount required to be
         deducted or withheld (including the full amount required to be deducted
  or withheld from any additional amount paid by X to Y under this
  Section 2(d)) promptly upon the earlier of determining that such
    deduction or withholding is required or receiving notice that such
amount has been assessed against Y;                           

         (3) promptly forward to Y an official receipt (or a certified copy), or
         other documentation reasonably acceptable to Y, evidencing such payment
to such authorities; and                                      

       (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the
     payment to which Y is otherwise entitled under this Agreement, such
 additional amount as is necessary to ensure that the net amount
        actually received by Y (free and clear of Indemnifiable Taxes, whether
  assessed against X or Y) will equal the full amount Y would have
         received had no such deduction or withholding been required. However, X
      will not be required to pay any additional amount to Y to the extent
that it would not be required to be paid but for:--           

         (A)the failure by Y to comply with or perform any agreement
 contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

              (B)the failure of a representation made by Y pursuant to Section
             3(f) to be accurate and true unless such failure would not have
             occurred but for (I) any action taken by a taxing authority, or
           brought in a court of competent jurisdiction, on or after the
        date on which a Transaction is entered into (regardless of
             whether such action is taken or brought with respect to a party
to this Agreement) or (II) a Change in Tax Law.   

(ii)  Liability. If:--                                                    

         (1) X is required by any applicable law, as modified by the practice of
       any relevant governmental revenue authority, to make any deduction or
   withholding in respect of which X would not be required to pay an
additional amount to Y under Section 2(d)(i)(4);              

(2) X does not so deduct or withhold; and                     

         (3) a liability resulting from such Tax is assessed directly against X,

    then, except to the extent Y has satisfied or then satisfies the liability
resulting from such Tax, Y will promptly pay to X the amount of such  
    liability (including any related liability for interest, but including any
related liability for penalties only if Y has failed to comply with or
 perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective       
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the 
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on  
demand in the same currency as such overdue amount, for the period from (and    
including) the original due date for payment to (but excluding) the date of     
actual payment, at the Default Rate. Such interest will be calculated on the    
basis of daily compounding and the actual number of days elapsed. If, prior to  
the occurrence or effective designation of an Early Termination Date in respect 
of the relevant Transaction, a party defaults in the performance of any         
obligation required to be settled by delivery, it will compensate the other     
party on demand if and to the extent provided for in the relevant Confirmation  
or elsewhere in this Agreement.                                                 

3. Representations                                                              

Each party represents to the other party (which representations will be deemed  
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the 
termination of this Agreement) that:--                                          

(a)  Basic Representations.                                                     

   (i) Status. It is duly organised and validly existing under the laws of
  the jurisdiction of its organisation or incorporation and, if relevant
under such laws, in good standing;                                  

 (ii) Powers. It has the power to execute this Agreement and any other
documentation relating to this Agreement to which it is a party, to 
deliver this Agreement and any other documentation relating to this 
     Agreement that it is required by this Agreement to deliver and to perform
     its obligations under this Agreement and any obligations it has under any
      Credit Support Document to which it is a party and has taken all necessary
action to authorise such execution, delivery and performance;       

    (iii) No Violation or Conflict. Such execution, delivery and performance
      do not violate or conflict with any law applicable to it, any provision of
     its constitutional documents, any order or judgment of any court or other
agency of government applicable to it or any of its assets or any   
    contractual restriction binding on or affecting it or any of its assets;

   (iv) Consents. All governmental and other consents that are required to
 have been obtained by it with respect to this Agreement or any Credit
      Support Document to which it is a party have been obtained and are in full
force and effect and all conditions of any such consents have been  
complied with; and                                                  

 (v) Obligations Binding. Its obligations under this Agreement and any
      Credit Support Document to which it is a party constitute its legal, valid
    and binding obligations, enforceable in accordance with their respective
terms (subject to applicable bankruptcy, reorganisation, insolvency,
moratorium or similar laws affecting creditors' rights generally and
subject, as to enforceability, to equitable principles of general   
    application (regardless of whether enforcement is sought in a proceeding
in equity or at law)).                                              

(b) Absence of Certain Events. No Event of Default or Potential Event of Default
or, to its knowledge, Termination Event with respect to it has occurred and is  
continuing and no such event or circumstance would occur as a result of its     
entering into or performing its obligations under this Agreement or any Credit  
Support Document to which it is a party.                                        

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened
against it or any of its Affiliates any action, suit or proceeding at law or in 
equity or before any court, tribunal, governmental body, agency or official or  
any arbitrator that is likely to affect the legality, validity or enforceability
against it of this Agreement or any Credit Support Document to which it is a    
party or its ability to perform its obligations under this Agreement or such    
Credit Support Document.                                                        

(d) Accuracy of Specified Information. All applicable information that is       
furnished in writing by or on behalf of it to the other party and is identified 
for the purpose of this Section 3(d) in the Schedule is, as of the date of the  
information, true, accurate and complete in every material respect.             

(e) Payer Tax Representation. Each representation specified in the Schedule as  
being made by it for the purpose of this Section 3(e) is accurate and true.     

(f) Payee Tax Representations. Each representation specified in the Schedule as 
being made by it for the purpose of this Section 3(f) is accurate and true.     

4. Agreements                                                                   

Each party agrees with the other that, so long as either party has or may have  
any obligation under this Agreement or under any Credit Support Document to     
which it is a party:--                                                          

(a) Furnish Specified Information. It will deliver to the other party or, in    
certain cases under subparagraph (iii) below, to such government or taxing      
authority as the other party reasonably directs:--                              

      (i) any forms, documents or certificates relating to taxation specified in
the Schedule or any Confirmation;                                   

   (ii) any other documents specified in the Schedule or any Confirmation;
and                                                                 

  (iii) upon reasonable demand by such other party, any form or document
     that may be required or reasonably requested in writing in order to allow
   such other party or its Credit Support Provider to make a payment under
this Agreement or any applicable Credit Support Document without any
deduction or withholding for or on account of any Tax or with such  
  deduction or withholding at a reduced rate (so long as the completion,
 execution or submission of such form or document would not materially
      prejudice the legal or commercial position of the party in receipt of such
     demand), with any such form or document to be accurate and completed in a
     manner reasonably satisfactory to such other party and to be executed and
to be delivered with any reasonably required certification,         

in each case by the date specified in the Schedule or such Confirmation or, if  
none is specified, as soon as reasonably practicable.                           

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in  
full force and effect all consents of any governmental or other authority that  
are required to be obtained by it with respect to this Agreement or any Credit  
Support Document to which it is a party and will use all reasonable efforts to  
obtain any that may become necessary in the future.                             

(c) Comply with Laws. It will comply in all material respects with all          
applicable laws and orders to which it may be subject if failure so to comply   
would materially impair its ability to perform its obligations under this       
Agreement or any Credit Support Document to which it is a party.                

(d) Tax Agreement. It will give notice of any failure of a representation made  
by it under Section 3(f) to be accurate and true promptly upon learning of such 
failure.                                                                        

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax      
levied or imposed upon it or in respect of its execution or performance of this 
Agreement by a jurisdiction in which it is incorporated, organised, managed and 
controlled, or considered to have its seat, or in which a branch or office      
through which it is acting for the purpose of this Agreement is located ("Stamp 
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax     
levied or imposed upon the other party or in respect of the other party's       
execution or performance of this Agreement by any such Stamp Tax Jurisdiction   
which is not also a Stamp Tax Jurisdiction with respect to the other party.     

5. Events of Default and Termination Events                                     

(a) Events of Default. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of
such party of any of the following events constitutes an event of default (an   
"Event of Default") with respect to such party:--                               

      (i) Failure to Pay or Deliver. Failure by the party to make, when due, any
  payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
      required to be made by it if such failure is not remedied on or before the
 third Local Business Day after notice of such failure is given to the
party;                                                              

    (ii) Breach of Agreement. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
      notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
   in accordance with this Agreement if such failure is not remedied on or
 before the thirtieth day after notice of such failure is given to the
party;                                                              

(iii) Credit Support Default.                                       

       (1) Failure by the party or any Credit Support Provider of such party
      to comply with or perform any agreement or obligation to be complied
        with or performed by it in accordance with any Credit Support Document
     if such failure is continuing after any applicable grace period has
elapsed;                                                      

      (2) the expiration or termination of such Credit Support Document or
      the failing or ceasing of such Credit Support Document to be in full
    force and effect for the purpose of this Agreement (in either case
       other than in accordance with its terms) prior to the satisfaction of
    all obligations of such party under each Transaction to which such
    Credit Support Document relates without the written consent of the
other party; or                                               

      (3) the party or such Credit Support Provider disaffirms, disclaims,
        repudiates or rejects, in whole or in part, or challenges the validity
of, such Credit Support Document;                             

 (iv) Misrepresentation. A representation (other than a representation
      under Section 3(e) or (f)) made or repeated or deemed to have been made or
      repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
      misleading in any material respect when made or repeated or deemed to have
been made or repeated;                                              

  (v) Default under Specified Transaction. The party, any Credit Support
   Provider of such party or any applicable Specified Entity of such party
      (1) defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
      of, an acceleration of obligations under, or an early termination of, that
      Specified Transaction, (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
      on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
least three Local Business Days if there is no applicable notice    
    requirement or grace period) or (3) disaffirms, disclaims, repudiates or
    rejects, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
on its behalf);                                                     

  (vi) Cross Default. If "Cross Default" is specified in the Schedule as
      applying to the party, the occurrence or existence of (1) a default, event
 of default or other similar condition or event (however described) in
   respect of such party, any Credit Support Provider of such party or any
     applicable Specified Entity of such party under one or more agreements or
instruments relating to Specified Indebtedness of any of them       
      (individually or collectively) in an aggregate amount of not less than the
applicable Threshold Amount (as specified in the Schedule) which has
    resulted in such Specified Indebtedness becoming, or becoming capable at
 such time of being declared, due and payable under such agreements or
     instruments, before it would otherwise have been due and payable or (2) a
 default by such party, such Credit Support Provider or such Specified
   Entity (individually or collectively) in making one or more payments on
the due date thereof in an aggregate amount of not less than the    
   applicable Threshold Amount under such agreements or instruments (after
giving effect to any applicable notice requirement or grace period);

     (vii) Bankruptcy. The party, any Credit Support Provider of such party or
any applicable Specified Entity of such party:--                    

        (1) is dissolved (other than pursuant to a consolidation, amalgamation
    or merger); (2) becomes insolvent or is unable to pay its debts or
        fails or admits in writing its inability generally to pay its debts as
 they become due; (3) makes a general assignment, arrangement or
         composition with or for the benefit of its creditors; (4) institutes or
         has instituted against it a proceeding seeking a judgment of insolvency
      or bankruptcy or any other relief under any bankruptcy or insolvency
        law or other similar law affecting creditors' rights, or a petition is
      presented for its winding-up or liquidation, and, in the case of any
      such proceeding or petition instituted or presented against it, such
   proceeding or petition (A) results in a judgment of insolvency or
    bankruptcy or the entry of an order for relief or the making of an
  order for its winding-up or liquidation or (B) is not dismissed,
     discharged, stayed or restrained in each case within 30 days of the
      institution or presentation thereof; (5) has a resolution passed for
         its winding-up, official management or liquidation (other than pursuant
   to a consolidation, amalgamation or merger); (6) seeks or becomes
         subject to the appointment of an administrator, provisional liquidator,
         conservator, receiver, trustee, custodian or other similar official for
        it or for all or substantially all its assets; (7) has a secured party
 take possession of all or substantially all its assets or has a
       distress, execution, attachment, sequestration or other legal process
     levied, enforced or sued on or against all or substantially all its
         assets and such secured party maintains possession, or any such process
         is not dismissed, discharged, stayed or restrained, in each case within
        30 days thereafter; (8) causes or is subject to any event with respect
    to it which, under the applicable laws of any jurisdiction, has an
       analogous effect to any of the events specified in clauses (1) to (7)
       (inclusive); or (9) takes any action in furtherance of, or indicating
       its consent to, approval of, or acquiescence in, any of the foregoing
acts; or                                                      

    (viii) Merger Without Assumption. The party or any Credit Support Provider
    of such party consolidates or amalgamates with, or merges with or into, or
  transfers all or substantially all its assets to, another entity and, at
the time of such consolidation, amalgamation, merger or transfer:--   

       (1) the resulting, surviving or transferee entity fails to assume all
     the obligations of such party or such Credit Support Provider under
  this Agreement or any Credit Support Document to which it or its
         predecessor was a party by operation of law or pursuant to an agreement
  reasonably satisfactory to the other party to this Agreement; or

         (2) the benefits of any Credit Support Document fail to extend (without
       the consent of the other party) to the performance by such resulting,
         surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or,  
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the     
event is specified in (i) below, a Tax Event if the event is specified in (ii)  
below or a Tax Event Upon Merger if the event is specified in (iii) below, and, 
if specified to be applicable, a Credit Event Upon Merger if the event is       
specified pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:--                                           

    (i) Illegality. Due to the adoption of, or any change in, any applicable
    law after the date on which a Transaction is entered into, or due to the
promulgation of, or any change in, the interpretation by any court, 
tribunal or regulatory authority with competent jurisdiction of any 
applicable law after such date, it becomes unlawful (other than as a
  result of a breach by the party of Section 4(b)) for such party (which
will be the Affected Party):--                                      

        (1) to perform any absolute or contingent obligation to make a payment
    or delivery or to receive a payment or delivery in respect of such
    Transaction or to comply with any other material provision of this
Agreement relating to such Transaction; or                    

     (2) to perform, or for any Credit Support Provider of such party to
      perform, any contingent or other obligation which the party (or such
         Credit Support Provider) has under any Credit Support Document relating
to such Transaction;                                          

(ii)Tax Event. Due to (x) any action taken by a taxing authority, or
 brought in a court of competent jurisdiction, on or after the date on
     which a Transaction is entered into (regardless of whether such action is
taken or brought with respect to a party to this Agreement) or (y) a
    Change in Tax Law, the party (which will be the Affected Party) will, or
  there is a substantial likelihood that it will, on the next succeeding
Scheduled Payment Date (1) be required to pay to the other party an 
additional amount in respect of an Indemnifiable Tax under Section  
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
 6(e)) or (2) receive a payment from which an amount is required to be
 deducted or withheld for or on account of a Tax (except in respect of
      interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is
      required to be paid in respect of such Tax under Section 2(d)(i)(4) (other
than by reason of Section 2(d)(i)(4)(A) or (B));                    

     (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next
   succeeding Scheduled Payment Date will either (1) be required to pay an
additional amount in respect of an Indemnifiable Tax under Section  
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
    6(e)) or (2) receive a payment from which an amount has been deducted or
   withheld for or on account of any Indemnifiable Tax in respect of which
      the other party is not required to pay an additional amount (other than by
    reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
 party consolidating or amalgamating with, or merging with or into, or
      transferring all or substantially all its assets to, another entity (which
      will be the Affected Party) where such action does not constitute an event
described in Section 5(a)(viii);                                    

     (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
  in the Schedule as applying to the party, such party ("X"), any Credit
      Support Provider of X or any applicable Specified Entity of X consolidates
or amalgamates with, or merges with or into, or transfers all or    
    substantially all its assets to, another entity and such action does not
constitute an event described in Section 5(a)(viii) but the         
creditworthiness of the resulting, surviving or transferee entity is
  materially weaker than that of X, such Credit Support Provider or such
  Specified Entity, as the case may be, immediately prior to such action
  (and, in such event, X or its successor or transferee, as appropriate,
will be the Affected Party); or                                     

      (v) Additional Termination Event. If any "Additional Termination Event" is
     specified in the Schedule or any Confirmation as applying, the occurrence
     of such event (and, in such event, the Affected Party or Affected Parties
shall be as specified for such Additional Termination Event in the  
Schedule or such Confirmation).                                     

(c) Event of Default and Illegality. If an event or circumstance which would    
otherwise constitute or give rise to an Event of Default also constitutes an    
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.                                                                     

6. Early Termination                                                            

(a) Right to Terminate Following Event of Default. If at any time an Event of   
Default with respect to a party (the "Defaulting Party") has occurred and is    
then continuing, the other party (the "Non-defaulting Party") may, by not more  
than 20 days notice to the Defaulting Party specifying the relevant Event of    
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however, 
"Automatic Early Termination" is specified in the Schedule as applying to a     
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an     
Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the    
extent analogous thereto, (8), and as of the time immediately preceding the     
institution of the relevant proceeding or the presentation of the relevant      
petition upon the occurrence with respect to such party of an Event of Default  
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).     

(b) Right to Terminate Following Termination Event.                             

(i) Notice. If a Termination Event occurs, an Affected Party will,  
      promptly upon becoming aware of it, notify the other party, specifying the
   nature of that Termination Event and each Affected Transaction and will
      also give such other information about that Termination Event as the other
party may reasonably require.                                       

   (ii) Transfer to Avoid Termination Event. If either an Illegality under
   Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
   Affected Party, the Affected Party will, as a condition to its right to
designate an Early Termination Date under Section 6(b)(iv), use all 
  reasonable efforts (which will not require such party to incur a loss,
 excluding immaterial, incidental expenses) to transfer within 20 days
      after it gives notice under Section 6(b)(i) all its rights and obligations
      under this Agreement in respect of the Affected Transactions to another of
     its Offices or Affiliates so that such Termination Event ceases to exist.

  If the Affected Party is not able to make such a transfer it will give
notice to the other party to that effect within such 20 day period, 
     whereupon the other party may effect such a transfer within 30 days after
the notice is given under Section 6(b)(i).                          

    Any such transfer by a party under this Section 6(b)(ii) will be subject
 to and conditional upon the prior written consent of the other party,
which consent will not be withheld if such other party's policies in
   effect at such time would permit it to enter into transactions with the
transferee on the terms proposed.                                   

     (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)( 1) or
      a Tax Event occurs and there are two Affected Parties, each party will use
 all reasonable efforts to reach agreement within 30 days after notice
      thereof is given under Section 6(b)(i) on action to avoid that Termination
Event.                                                              

(iv) Right to Terminate. If:--                                      

     (1) a transfer under Section 6(b)(ii) or an agreement under Section
      6(b)(iii), as the case may be, has not been effected with respect to
        all Affected Transactions within 30 days after an Affected Party gives
notice under Section 6(b)(i); or                              

        (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger
       or an Additional Termination Event occurs, or a Tax Event Upon Merger
occurs and the Burdened Party is not the Affected Party,      

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
 or an Additional Termination Event if there is more than one Affected
Party, or the party which is not the Affected Party in the case of a
   Credit Event Upon Merger or an Additional Termination Event if there is
     only one Affected Party may, by not more than 20 days notice to the other
      party and provided that the relevant Termination Event is then continuing,
   designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all Affected Transactions.     

(c)   Effect of Designation.                                                    

      (i) If notice designating an Early Termination Date is given under Section
6(a) or (b), the Early Termination Date will occur on the date so   
   designated, whether or not the relevant Event of Default or Termination
Event is then continuing.                                           

     (ii) Upon the occurrence or effective designation of an Early Termination
    Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
   respect of the Terminated Transactions will be required to be made, but
    without prejudice to the other provisions of this Agreement. The amount,
if any, payable in respect of an Early Termination Date shall be    
determined pursuant to Section 6(e).                                

(d)   Calculations.                                                             

(i) Statement. On or as soon as reasonably practicable following the
occurrence of an Early Termination Date, each party will make the   
   calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
   such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
      account to which any amount payable to it is to be paid. In the absence of
written confirmation from the source of a quotation obtained in     
   determining a Market Quotation, the records of the party obtaining such
  quotation will be conclusive evidence of the existence and accuracy of
such quotation.                                                     

  (ii) Payment Date. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
notice of the amount payable is effective (in the case of an Early  
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
    which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
 Such amount will be paid together with (to the extent permitted under
      applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
   Date to (but excluding) the date such amount is paid, at the Applicable
    Rate. Such interest will be calculated on the basis of daily compounding
and the actual number of days elapsed.                              

(e) Payments on Early Termination. If an Early Termination Date occurs, the     
following provisions shall apply based on the parties' election in the Schedule 
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to        
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and         
determined pursuant to this Section will be subject to any Set-off.             

      (i) Events of Default. If the Early Termination Date results from an Event
of Default:--                                                       

       (1) First Method and Market Quotation. If the First Method and Market
      Quotation apply, the Defaulting Party will pay to the Non-defaulting
Party the excess, if a positive number, of (A) the sum of the 
       Settlement Amount (determined by the Non-defaulting Party) in respect
        of the Terminated Transactions and the Termination Currency Equivalent
      of the Unpaid Amounts owing to the Non-defaulting Party over (B) the
    Termination Currency Equivalent of the Unpaid Amounts owing to the
Defaulting Party.                                             

    (2) First Method and Loss. If the First Method and Loss apply, the
      Defaulting Party will pay to the Non-defaulting Party, if a positive
       number, the Non-defaulting Party's Loss in respect of this Agreement.

         (3) Second Method and Market Quotation. If the Second Method and Market
        Quotation apply, an amount will be payable equal to (A) the sum of the
       Settlement Amount (determined by the Non-defaulting Party) in respect
        of the Terminated Transactions and the Termination Currency Equivalent
      of the Unpaid Amounts owing to the Non-defaulting Party less (B) the
    Termination Currency Equivalent of the Unpaid Amounts owing to the
       Defaulting Party. If that amount is a positive number, the Defaulting
    Party will pay it to the Non-defaulting Party; if it is a negative
      number, the Non-defaulting Party will pay the absolute value of that
amount to the Defaulting Party.                               

     (4) Second Method and Loss. If the Second Method and Loss apply, an
    amount will be payable equal to the Non-defaulting Party's Loss in
     respect of this Agreement. If that amount is a positive number, the
      Defaulting Party will pay it to the Non-defaulting Party; if it is a
       negative number, the Non-defaulting Party will pay the absolute value
of that amount to the Defaulting Party.                       

 (ii) Termination Events. If the Early Termination Date results from a
Termination Event:--                                                

    (1) One Affected Party. If there is one Affected Party, the amount
      payable will be determined in accordance with Section 6(e)(i)(3), if
   Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
        except that, in either case, references to the Defaulting Party and to
 the Non-defaulting Party will be deemed to be references to the
Affected Party and the party which is not the Affected Party, 
        respectively, and, if Loss applies and fewer than all the Transactions
  are being terminated, Loss shall be calculated in respect of all
Terminated Transactions.                                      

(2) Two Affected Parties. If there are two Affected Parties:--

        (A) if Market Quotation applies, each party will determine a
            Settlement Amount in respect of the Terminated Transactions, and
             an amount will be payable equal to (I) the sum of (a) one-half of
              the difference between the Settlement Amount of the party with the
           higher Settlement Amount ("X") and the Settlement Amount of the
    party with the lower Settlement Amount ("Y") and (b) the
            Termination Currency Equivalent of the Unpaid Amounts owing to X
       less (II) the Termination Currency Equivalent of the Unpaid
Amounts owing to Y; and                             

              (B) if Loss applies, each party will determine its Loss in respect
         of this Agreement (or, if fewer than all the Transactions are
            being terminated, in respect of all Terminated Transactions) and
         an amount will be payable equal to one-half of the difference
            between the Loss of the party with the higher Loss ("X") and the
Loss of the party with the lower Loss ("Y").        

      If the amount payable is a positive number, Y will pay it to X; if it is a
negative number, X will pay the absolute value of that amount to Y. 

(iii) Adjustment for Bankruptcy. In circumstances where an Early    
    Termination Date occurs because "Automatic Early Termination" applies in
     respect of a party, the amount determined under this Section 6(e) will be
  subject to such adjustments as are appropriate and permitted by law to
   reflect any payments or deliveries made by one party to the other under
    this Agreement (and retained by such other party) during the period from
  the relevant Early Termination Date to the date for payment determined
under Section 6(d)(ii).                                             

    (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
      amount recoverable under this Section 6(e) is a reasonable pre-estimate of
      loss and not a penalty. Such amount is payable for the loss of bargain and
the loss of protection against future risks and except as otherwise 
    provided in this Agreement neither party will be entitled to recover any
additional damages as a consequence of such losses.                 

7. Transfer                                                                     

Subject to Section 6(b)(ii), neither this Agreement nor any interest or         
obligation in or under this Agreement may be transferred (whether by way of     
security or otherwise) by either party without the prior written consent of the 
other party, except that: --                                                    

(a) a party may make such a transfer of this Agreement pursuant to a            
consolidation or amalgamation with, or merger with or into, or transfer of all  
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and                                

(b) a party may make such a transfer of all or any part of its interest in any  
amount payable to it from a Defaulting Party under Section 6(e).                

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency                                                         

(a) Payment in the Contractual Currency. Each payment under this Agreement will 
be made in the relevant currency specified in this Agreement for that payment   
(the "Contractual Currency"). To the extent permitted by applicable law, any    
obligation to make payments under this Agreement in the Contractual Currency    
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual    
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual       
Currency, of the full amount in the Contractual Currency of all amounts payable 
in respect of this Agreement. If for any reason the amount in the Contractual   
Currency so received falls short of the amount in the Contractual Currency      
payable in respect of this Agreement, the party required to make the payment    
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the    
shortfall. If for any reason the amount in the Contractual Currency so received 
exceeds the amount in the Contractual Currency payable in respect of this       
Agreement, the party receiving the payment will refund promptly the amount of   
such excess.                                                                    

(b) Judgments. To the extent permitted by applicable law, if any judgment or    
order expressed in a currency other than the Contractual Currency is rendered   
(i) for the payment of any amount owing in respect of this Agreement, (ii) for  
the payment of any amount relating to any early termination in respect of this  
Agreement or (iii) in respect of a judgment or order of another court for the   
payment of any amount described in (i) or (ii) above, the party seeking         
recovery, after recovery in full of the aggregate amount to which such party is 
entitled pursuant to the judgment or order, will be entitled to receive         
immediately from the other party the amount of any shortfall of the Contractual 
Currency received by such party as a consequence of sums paid in such other     
currency and will refund promptly to the other party any excess of the          
Contractual Currency received by such party as a consequence of sums paid in    
such other currency if such shortfall or such excess arises or results from any 
variation between the rate of exchange at which the Contractual Currency is     
converted into the currency of the judgment or order for the purposes of such   
judgment or order and the rate of exchange at which such party is able, acting  
in a reasonable manner and in good faith in converting the currency received    
into the Contractual Currency, to purchase the Contractual Currency with the    
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the   
Contractual Currency.                                                           

(c) Separate Indemnities. To the extent permitted by applicable law, these      
indemnities constitute separate and independent obligations from the other      
obligations in this Agreement, will be enforceable as separate and independent  
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this      
Agreement.                                                                      

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient  
for a party to demonstrate that it would have suffered a loss had an actual     
exchange or purchase been made.                                                 

9. Miscellaneous                                                                

(a) Entire Agreement. This Agreement constitutes the entire agreement and       
understanding of the parties with respect to its subject matter and supersedes  
all oral communication and prior writings with respect thereto.                 

(b) Amendments. No amendment, modification or waiver in respect of this         
Agreement will be effective unless in writing (including a writing evidenced by 
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.   

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and        
6(c)(ii), the obligations of the parties under this Agreement will survive the  
termination of any Transaction.                                                 

(d) Remedies Cumulative. Except as provided in this Agreement, the rights,      
powers, remedies and privileges provided in this Agreement are cumulative and   
not exclusive of any rights, powers, remedies and privileges provided by law.   

(e) Counterparts and Confirmations.                                             

  (i) This Agreement (and each amendment, modification and waiver in respect
    of it) may be executed and delivered in counterparts (including by facsimile
transmission), each of which will be deemed an original.                

(ii) The parties intend that they are legally bound by the terms of each
Transaction from the moment they agree to those terms (whether orally or
   otherwise). A Confirmation shall be entered into as soon as practicable and
may be executed and delivered in counterparts (including by facsimile   
  transmission) or be created by an exchange of telexes or by an exchange of
 electronic messages on an electronic messaging system, which in each case
    will be sufficient for all purposes to evidence a binding supplement to this
Agreement. The parties will specify therein or through another effective
  means that any such counterpart, telex or electronic message constitutes a
Confirmation.                                                           

(f) No Waiver of Rights. A failure or delay in exercising any right, power or   
privilege in respect of this Agreement will not be presumed to operate as a     
waiver, and a single or partial exercise of any right, power or privilege will  
not be presumed to preclude any subsequent or further exercise, of that right,  
power or privilege or the exercise of any other right, power or privilege.      

(g) Headings. The headings used in this Agreement are for convenience of        
reference only and are not to affect the construction of or to be taken into    
consideration in interpreting this Agreement.                                   

10. Offices; Multibranch Parties                                                

(a) If Section 10(a) is specified in the Schedule as applying, each party that  
enters into a Transaction through an Office other than its head or home office  
represents to the other party that, notwithstanding the place of booking office 
or jurisdiction of incorporation or organisation of such party, the obligations 
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such  
party on each date on which a Transaction is entered into.                      

(b) Neither party may change the Office through which it makes and receives     
payments or deliveries for the purpose of a Transaction without the prior       
written consent of the other party.                                             

(c) If a party is specified as a Multibranch Party in the Schedule, such        
Multibranch Party may make and receive payments or deliveries under any         
Transaction through any Office listed in the Schedule, and the Office through   
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.                                 

11. Expenses                                                                    

A Defaulting Party will, on demand, indemnify and hold harmless the other party 
for and against all reasonable out-of-pocket expenses, including legal fees and 
Stamp Tax, incurred by such other party by reason of the enforcement and        
protection of its rights under this Agreement or any Credit Support Document to 
which the Defaulting Party is a party or by reason of the early termination of  
any Transaction, including, but not limited to, costs of collection.            

12.  Notices                                                                    

(a) Effectiveness. Any notice or other communication in respect of this         
Agreement may be given in any manner set forth below (except that a notice or   
other communication under Section 5 or 6 may not be given by facsimile          
transmission or electronic messaging system) to the address or number or in     
accordance with the electronic messaging system details provided (see the       
Schedule) and will be deemed effective as indicated:--                          

      (i) if in writing and delivered in person or by courier, on the date it is
delivered;                                                          

      (ii) if sent by telex, on the date the recipient's answerback is received;

     (iii) if sent by facsimile transmission, on the date that transmission is
   received by a responsible employee of the recipient in legible form (it
     being agreed that the burden of proving receipt will be on the sender and
will not be met by a transmission report generated by the sender's  
facsimile machine);                                                 

      (iv) if sent by certified or registered mail (airmail, if overseas) or the
     equivalent (return receipt requested), on the date that mail is delivered
or its delivery is attempted; or                                    

   (v) if sent by electronic messaging system, on the date that electronic
message is received,                                                

unless the date of that delivery (or attempted delivery) or that receipt, as    
applicable, is not a Local Business Day or that communication is delivered (or  
attempted) or received, as applicable, after the close of business on a Local   
Business Day, in which case that communication shall be deemed given and        
effective on the first following day that is a Local Business Day.              

(b) Change of Addresses. Either party may by notice to the other change the     
address, telex or facsimile number or electronic messaging system details at    
which notices or other communications are to be given to it.                    

13. Governing Law and Jurisdiction                                              

(a) Governing Law. This Agreement will be governed by and construed in          
accordance with the law specified in the Schedule.                              

(b) Jurisdiction. With respect to any suit, action or proceedings relating to   
this Agreement ("Proceedings"), each party irrevocably:--                       

    (i) submits to the jurisdiction of the English courts, if this Agreement
is expressed to be governed by English law, or to the non-exclusive 
     jurisdiction of the courts of the State of New York and the United States
   District Court located in the Borough of Manhattan in New York City, if
      this Agreement is expressed to be governed by the laws of the State of New
York; and                                                           

    (ii) waives any objection which it may have at any time to the laying of
     venue of any Proceedings brought in any such court, waives any claim that
   such Proceedings have been brought in an inconvenient forum and further
   waives the right to object, with respect to such Proceedings, that such
court does not have any jurisdiction over such party.               

Nothing in this Agreement precludes either party from bringing Proceedings in   
any other jurisdiction (outside, if this Agreement is expressed to be governed  
by English law, the Contracting States, as defined in Section 1(3) of the Civil 
Jurisdiction and Judgments Act 1982 or any modification, extension or           
reenactment thereof for the time being in force) nor will the bringing of       
Proceedings in any one or more jurisdictions preclude the bringing of           
Proceedings in any other jurisdiction.                                          

(c) Service of Process. Each party irrevocably appoints the Process Agent (if   
any) specified opposite its name in the Schedule to receive, for it and on its  
behalf, service of process in any Proceedings. If for any reason any party's    
Process Agent is unable to act as such, such party will promptly notify the     
other party and within 30 days appoint a substitute process agent acceptable to 
the other party. The parties irrevocably consent to service of process given in 
the manner provided for notices in Section 12. Nothing in this Agreement will   
affect the right of either party to serve process in any other manner permitted 
by law.                                                                         

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent  
permitted by applicable law, with respect to itself and its revenues and assets 
(irrespective of their use or intended use), all immunity on the grounds of     
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any    
court, (iii) relief by way of injunction, order for specific performance or for 
recovery of property, (iv) attachment of its assets (whether before or after    
judgment) and (v) execution or enforcement of any judgment to which it or its   
revenues or assets might otherwise be entitled in any Proceedings in the courts 
of any jurisdiction and irrevocably agrees, to the extent permitted by          
applicable law, that it will not claim any such immunity in any Proceedings.    

14.  Definitions                                                                

As used in this Agreement:--                                                    

"Additional Termination Event" has the meaning specified in Section 5(b).       

"Affected Party" has the meaning specified in Section 5(b).                     

"Affected Transactions" means (a) with respect to any Termination Event         
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all            
Transactions affected by the occurrence of such Termination Event and (b) with  
respect to any other Termination Event, all Transactions.                       

"Affiliate" means, subject to the Schedule, in relation to any person, any      
entity controlled, directly or indirectly, by the person, any entity that       
controls, directly or indirectly, the person or any entity directly or          
indirectly under common control with the person. For this purpose, "control" of 
any entity or person means ownership of a majority of the voting power of the   
entity or person.                                                               

"Applicable Rate" means:--                                                      

(a) in respect of obligations payable or deliverable (or which would have been  
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;             

(b) in respect of an obligation to pay an amount under Section 6(e) of either   
party from and after the date (determined in accordance with Section 6(d)(ii))  
on which that amount is payable, the Default Rate;                              

(c) in respect of all other obligations payable or deliverable (or which would  
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default 
Rate; and                                                                       

(d) in all other cases, the Termination Rate.                                   

"Burdened Party" has the meaning specified in Section 5(b).                     

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the        
relevant Transaction is entered into.                                           

"consent" includes a consent, approval, action, authorisation, exemption,       
notice, filing, registration or exchange control consent.                       

"Credit Event Upon Merger" has the meaning specified in Section 5(b).           

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.                                                         

"Credit Support Provider" has the meaning specified in the Schedule.            

"Default Rate" means a rate per annum equal to the cost (without proof or       
evidence of any actual cost) to the relevant payee (as certified by it) if it   
were to fund or of funding the relevant amount plus 1% per annum.               

"Defaulting Party" has the meaning specified in Section 6(a).                   

"Early Termination Date" means the date determined in accordance with Section   
6(a) or 6(b)(iv).                                                               

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.                                                                

"Illegality" has the meaning specified in Section 5(b).                         

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in 
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such  
Tax and the recipient of such payment or a person related to such recipient     
(including, without limitation, a connection arising from such recipient or     
related person being or having been a citizen or resident of such jurisdiction, 
or being or having been organised, present or engaged in a trade or business in 
such jurisdiction, or having or having had a permanent establishment or fixed   
place of business in such jurisdiction, but excluding a connection arising      
solely from such recipient or related person having executed, delivered,        
performed its obligations or received a payment under, or enforced, this        
Agreement or a Credit Support Document).                                        

"law" includes any treaty, law, rule or regulation (as modified, in the case of 
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.                          

"Local Business Day" means, subject to the Schedule, a day on which commercial  
banks are open for business (including dealings in foreign exchange and foreign 
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in  
the place(s) specified in the relevant Confirmation or, if not so specified, as 
otherwise agreed by the parties in writing or determined pursuant to provisions 
contained, or incorporated by reference, in this Agreement, (b) in relation to  
any other payment, in the place where the relevant account is located and, if   
different, in the principal financial centre, if any, of the currency of such   
payment, (c) in relation to any notice or other communication, including notice 
contemplated under Section 5(a)(i), in the city specified in the address for    
notice provided by the recipient and, in the case of a notice contemplated by   
Section 2(b), in the place where the relevant new account is to be located and  
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.                                     

"Loss" means, with respect to this Agreement or one or more Terminated          
Transactions, as the case may be, and a party, the Termination Currency         
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)  
in connection with this Agreement or that Terminated Transaction or group of    
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or   
cost incurred as a result of its terminating, liquidating, obtaining or         
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any       
payment or delivery required to have been made (assuming satisfaction of each   
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)  
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and       
out-of-pocket expenses referred to under Section 11. A party will determine its 
Loss as of the relevant Early Termination Date, or, if that is not reasonably   
practicable, as of the earliest date thereafter as is reasonably practicable. A 
party may (but need not) determine its Loss by reference to quotations of       
relevant rates or prices from one or more leading dealers in the relevant       
markets.                                                                        

"Market Quotation" means, with respect to one or more Terminated Transactions   
and a party making the determination, an amount determined on the basis of      
quotations from Reference Market-makers. Each quotation will be for an amount,  
if any, that would be paid to such party (expressed as a negative number) or by 
such party (expressed as a positive number) in consideration of an agreement    
between such party (taking into account any existing Credit Support Document    
with respect to the obligations of such party) and the quoting Reference        
Market-maker to enter into a transaction (the "Replacement Transaction") that   
would have the effect of preserving for such party the economic equivalent of   
any payment or delivery (whether the underlying obligation was absolute or      
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction  
or group of Terminated Transactions that would, but for the occurrence of the   
relevant Early Termination Date, have been required after that date. For this   
purpose, Unpaid Amounts in respect of the Terminated Transaction or group of    
Terminated Transactions are to be excluded but, without limitation, any payment 
or delivery that would, but for the relevant Early Termination Date, have been  
required (assuming satisfaction of each applicable condition precedent) after   
that Early Termination Date is to be included. The Replacement Transaction would
be subject to such documentation as such party and the Reference Market-maker   
may, in good faith, agree. The party making the determination (or its agent)    
will request each Reference Market maker to provide its quotation to the extent 
reasonably practicable as of the same day and time (without regard to different 
time zones) on or as soon as reasonably practicable after the relevant Early    
Termination Date. The day and time as of which those quotations are to be       
obtained will be selected in good faith by the party obliged to make a          
determination under Section 6(e), and, if each party is so obliged, after       
consultation with the other. If more than three quotations are provided, the    
Market Quotation will be the arithmetic mean of the quotations, without regard  
to the quotations having the highest and lowest values. If exactly three such   
quotations are provided, the Market Quotation will be the quotation remaining   
after disregarding the highest and lowest quotations. For this purpose, if more 
than one quotation has the same highest value or lowest value, then one of such 
quotations shall be disregarded. If fewer than three quotations are provided, it
will be deemed that the Market Quotation in respect of such Terminated          
Transaction or group of Terminated Transactions cannot be determined.           

"Non-default Rate" means a rate per annum equal to the cost (without proof or   
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.                                            

"Non-defaulting Party" has the meaning specified in Section 6(a).               

"Office" means a branch or office of a party, which may be such party's head or 
home office.                                                                    

"Potential Event of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.                

"Reference Market-makers" means four leading dealers in the relevant market     
selected by the party determining a Market Quotation in good faith (a) from     
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such       
dealers having an office in the same city.                                      

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for     
purposes of this Agreement is located, (c) in which the party executes this     
Agreement and (d) in relation to any payment, from or through which such payment
is made.                                                                        

"Scheduled Payment Date" means a date on which a payment or delivery is to be   
made under Section 2(a)(i) with respect to a Transaction.                       

"Set-off" means set-off, offset, combination of accounts, right of retention or 
withholding or similar right or requirement to which the payer of an amount     
under Section 6 is entitled or subject (whether arising under this Agreement,   
another contract, applicable law or otherwise) that is exercised by, or imposed 
on, such payer.                                                                 

"Settlement Amount" means, with respect to a party and any Early Termination    
Date, the sum of:--                                                             

(a) the Termination Currency Equivalent of the Market Quotations (whether       
positive or negative) for each Terminated Transaction or group of Terminated    
Transactions for which a Market Quotation is determined; and                    

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated          
Transactions for which a Market Quotation cannot be determined or would not (in 
the reasonable belief of the party making the determination) produce a          
commercially reasonable result.                                                 

"Specified Entity" has the meaning specified in the Schedule.                   

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.                                                   

"Specified Transaction" means, subject to the Schedule, (a) any transaction     
(including an agreement with respect thereto) now existing or hereafter entered 
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to  
this Agreement (or any Credit Support Provider of such other party or any       
applicable Specified Entity of such other party) which is a rate swap           
transaction, basis swap, forward rate transaction, commodity swap, commodity    
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor      
transaction, collar transaction, currency swap transaction, cross-currency rate 
swap transaction, currency option or any other similar transaction (including   
any option with respect to any of these transactions), (b) any combination of   
these transactions and (c) any other transaction identified as a Specified      
Transaction in this Agreement or the relevant confirmation.                     

"Stamp Tax" means any stamp, registration, documentation or similar tax.        

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is 
imposed by any government or other taxing authority in respect of any payment   
under this Agreement other than a stamp, registration, documentation or similar 
tax.                                                                            

"Tax Event" has the meaning specified in Section 5(b).                          

"Tax Event Upon Merger" has the meaning specified in Section 5(b).              

"Terminated Transactions" means with respect to any Early Termination Date (a)  
if resulting from a Termination Event, all Affected Transactions and (b) if     
resulting from an Event of Default, all Transactions (in either case) in effect 
immediately before the effectiveness of the notice designating that Early       
Termination Date (or, if "Automatic Early Termination" applies, immediately     
before that Early Termination Date).                                            

"Termination Currency" has the meaning specified in the Schedule.               

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of   
any amount denominated in a currency other than the Termination Currency (the   
"Other Currency"), the amount in the Termination Currency determined by the     
party making the relevant determination as being required to purchase such      
amount of such Other Currency as at the relevant Early Termination Date, or, if 
the relevant Market Quotation or Loss (as the case may be), is determined as of 
a later date, that later date, with the Termination Currency at the rate equal  
to the spot exchange rate of the foreign exchange agent (selected as provided   
below) for the purchase of such Other Currency with the Termination Currency at 
or about 11:00 a.m. (in the city in which such foreign exchange agent is        
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early         
Termination Date or that later date. The foreign exchange agent will, if only   
one party is obliged to make a determination under Section 6(e), be selected in 
good faith by that party and otherwise will be agreed by the parties.           

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger 
or, if specified to be applicable, a Credit Event Upon Merger or an Additional  
Termination Event.                                                              

"Termination Rate" means a rate per annum equal to the arithmetic mean of the   
cost (without proof or evidence of any actual cost) to each party (as certified 
by such party) if it were to fund or of funding such amounts.                   

"Unpaid Amounts" owing to any party means, with respect to an Early Termination 
Date, the aggregate of (a) in respect of all Terminated Transactions, the       
amounts that became payable (or that would have become payable but for Section  
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early        
Termination Date and which remain unpaid as at such Early Termination Date and  
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a) (iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be  
delivered as of the originally scheduled date for delivery, in each case        
together with (to the extent permitted under applicable law) interest, in the   
currency of such amounts, from (and including) the date such amounts or         
obligations were or would have been required to have been paid or performed to  
(but excluding) such Early Termination Date, at the Applicable Rate. Such       
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred 
to in clause (b) above shall be reasonably determined by the party obliged to   
make the determination under Section 6(e) or, if each party is so obliged, it   
shall be the average of the Termination Currency Equivalents of the fair market 
values reasonably determined by both parties.                                   

IN WITNESS WHEREOF the parties have executed this document on the respective    
dates specified below with effect from the date specified on the first page of  
this document.                                                                  

THE BANK OF NEW YORK                   WELLS FARGO BANK, N.A., NOT IN ITS 
                                      INDIVIDUAL CAPACITY, BUT SOLELY AS
                                        TRUSTEE FOR THE ABFC 2005-OPT1 TRUST
                                 CREATED UNDER THE POOLING AND
                       SERVICING AGREEMENT

 By: _______________________________     By: _______________________________
Name:                                   Name:                             
Title:                                  Title:                            
Date:                                   Date:                             

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(Multicurrency - Cross Border)                                                  

 ISDA(R)

 International Swaps and Derivatives Association, Inc.

SCHEDULE
to the
Master Agreement

dated as of October 31, 2005

 between

                                      WELLS FARGO BANK, N.A., NOT IN ITS
                                      INDIVIDUAL CAPACITY, BUT SOLELY AS
      THE BANK OF NEW YORK         and  TRUSTEE FOR THE ABFC 2005-OPT1 TRUST
                                 CREATED UNDER THE POOLING AND
                       SERVICING AGREEMENT

______________________________            _______________________________ 

("Party A")                                ("Party B")  

Part 1.  Termination Provisions.                                                

(a)   "Specified Entity" means in relation to Party A for the purpose of:       

Section 5(a)(v),     Not Applicable                                       
Section 5(a)(vi),    Not Applicable                                       
Section 5(a)(vii),   Not Applicable                                       
Section 5(b)(iv),    Not Applicable                                       

and in relation to Party B for the purpose of:                                  

Section 5(a)(v),     Not Applicable                                       
Section 5(a)(vi),    Not Applicable                                       
Section 5(a)(vii),   Not Applicable                                       
Section 5(b)(iv),    Not Applicable                                       

(b)   "Specified Transaction" will have the meaning specified in Section 14 of  
this Agreement.                                                     

(c)   Certain Events of Default. The following Events of Default will apply to  
    the parties as specified below, and the definition of "Event of Default"
in Section 14 is deemed to be modified accordingly:                 

-----------------------------------------------------------------------   
Section         (Failure to Pay   will  apply to Party A and Party B;     
5(a)(i):        or Deliver)       provided, however, that the             
                                 reference to "third Local Business Day"
                             shall be amended to be "first Local
        Business Day".
-----------------------------------------------------------------------   
Section         (Breach of        will not apply to Party A or Party      
5(a)(ii):       Agreement)        B.                                      
-----------------------------------------------------------------------   
Section         (Credit Support   will apply to Party A and will not      
5(a)(iii):      Default)          apply to Party B.                       
-----------------------------------------------------------------------   
Section         (Misrepresenta-   will not apply to Party A or Party      
5(a)(iv):        tion             B.                                      
-----------------------------------------------------------------------   
Section         (Default under    will not apply to Party A or Party      
5(a)(v):        Specified         B.                                      
Transaction)                              
-----------------------------------------------------------------------   
Section         (Cross Default)   will not apply to Party A or Party      
5(a)(vi):                         B.                                      
-----------------------------------------------------------------------   
Section         (Bankruptcy)      will apply to Party A and  Party B;     
5(a)(vii):                        provided, however, that clause (2)      
                             thereof shall not apply to Party B.
-----------------------------------------------------------------------   
Section         (Merger without   will apply to Party A and will not      
5(a)(viii):     Assumption)       apply to Party B.                       
-----------------------------------------------------------------------   

(d)   Termination Events. The following Termination Events will apply to the    
parties as specified below:                                         

-----------------------------------------------------------------------   
Section 5(b)(i) (Illegality) will apply to Party A and Party B.           
-----------------------------------------------------------------------   
Section          (Tax Event)      will apply to Party A and Party B.      
5(b)(ii)                                                                  
-----------------------------------------------------------------------   
Section          (Tax Event upon  will apply to Party A and will not      
5(b)(iii)        Merger)          apply to Party B; provided  for         
                             clarification that Party B may be a
                            Burdened Party for purpose of this
    provision.
-----------------------------------------------------------------------   
Section          (Credit Event    will not apply to Party A or Party      
5(b)(iv)         upon Merger)     B.                                      
-----------------------------------------------------------------------   

(e)   The "Automatic Early Termination" provision of Section 6(a) of this       
Agreement will not apply to Party A and will not apply to Party B.  

(f)   Payments on Early Termination. For the purpose of Section 6(e) of this    
Agreement:                                                          

(i)   Market Quotation will apply.                                  

(ii)  The Second Method will apply.                                 

(g)   "Termination Currency" means United States Dollars.           

     (h)   Additional Termination Events. The following Additional Termination
           Events will apply, in each case with respect to Party B as the sole
Affected Party (unless otherwise provided below):       

          (i)   Party A fails to comply with the Downgrade Provisions as set
                 forth in Part 5(b). For all purposes of this Agreement, Party
          A shall be the sole Affected Party with respect to the
            occurrence of a Termination Event described in this Part
1(h)(i).                                    

     (ii)  The Trust Fund (as defined in the Pooling and Servicing
              Agreement, dated as of October 1, 2005, among Asset Backed
          Funding Corporation, as depositor, Option One Mortgage
            Corporation, as servicer, and Wells Fargo Bank, N.A., as
                  trustee (the "Pooling and Servicing Agreement")) is terminated
    pursuant to the Pooling and Servicing Agreement.

        (iii) The Pooling and Servicing Agreement is amended or modified
            without the prior written consent of Party A, where such
          consent is required under the terms of the Pooling and
Servicing Agreement.                        

           (iv)  Notice of the requisite amount of the intention of any of the
                 NIMS Insurer, the Majority Class CE Certificateholders or the
                  Servicer to exercise its option to purchase the Mortgage Loans
          pursuant to Section 10.01 of the Pooling and Servicing
           Agreement is given by the Trustee to Certificateholders
          pursuant to Section 10.02 of the Pooling and Servicing
Agreement.                                  

Part 2.  Tax Representations.                                                   

(a)   Payer Representations. For the purpose of Section 3(e) of this Agreement, 
    Party A will make the following representation and Party B will make the
following representation:                                           

    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 this
   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 this
  Agreement, (ii) the satisfaction of the agreement contained in Section
     4(a)(i) or 4(a)(iii) of this 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 this Agreement and (iii) the satisfaction of the agreement of
      the other party contained in Section 4(d) of this 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) of this Agreement by reason of material prejudice
to its legal or commercial position.                                

(b)   Payee Representations. For the purpose of Section 3(f) of this Agreement, 
 Party A and Party B make the representations specified below, if any:

   (i)   With respect to payments made to Party A: It is a U.S. person for
U.S. federal income tax purposes.                       

  (ii)  With respect to payments made to Party B: It is the trustee (the
         "Trustee"), not in its individual capacity, but solely as trustee
            for the ABFC 2005-OPT1 Trust created under the Pooling and Servicing
           Agreement (the "Trust"), and the beneficial owner of payments to it
is a U.S. person for U.S. federal tax purposes.         

Part 3.  Agreement to Deliver Documents.                                        

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party      
agrees to deliver the following documents, as applicable:                       

(a) Tax forms, documents or certificates to be delivered are:                   

-----------------------------------------------------------------------         
Party                                                                           
required                                                                        
to deliver                                           Date by which to           
document      Form/Document/Certificate              be delivered               
-----------------------------------------------------------------------         

Party A and   Any form or document required or       (i) Prior to the           
Party B       reasonably requested to allow the      first Distribution         
 other party to make payments under     Date, and (ii)
the Agreement without any deduction    promptly upon
    or withholding for or on account of    reasonable demand
      any Tax, or with such deduction or     by the other party.
withholding at a reduced rate.                      
-----------------------------------------------------------------------         

(b) Other documents to be delivered are:                                        

------------------------------------------------------------------------------  
Party                                                                   
required to                                                  Covered by       
deliver                                   Date by which    Section 3(d)   
document     Form/Document/Certificate   to be delivered  Representation  
------------------------------------------------------------------------------  

Party B        Certified copy of the Board  Concurrently     Yes                
of Directors resolution (or  with the             
equivalent authorizing       execution and        
documentation) which sets    delivery of          
forth the authority of each  this Agreement.      
signatory to this Agreement                       
and each Credit Support                           
Document (if any) signing                         
on its behalf and the                             
authority of such party to                        
enter into Transactions                           
contemplated and                                  
performance of its                                
obligations hereunder.                            
------------------------------------------------------------------------------  

Party A and    Incumbency Certificate (or,  Concurrently     Yes                
Party B        if available the current     with the                            
authorized signature book    execution and        
or equivalent authorizing    delivery of          
documentation) specifying    this Agreement       
the names, titles,           unless               
authority and specimen       previously           
signatures of the persons    delivered and        
authorized to execute this   still in full        
Agreement which sets forth   force and            
the specimen signatures of   effect.              
each signatory to this                            
Agreement, each                                   
Confirmation and each                             
Credit Support Document (if                       
any) signing on its behalf.                       
--------------------------------------------------------------------------      
Party A        Opinions of counsel of       Concurrently     No                 
Party A reasonably           with the             
satisfactory to Party B.     execution and        
                       delivery of the
                     Confirmation.
--------------------------------------------------------------------------      
Party B        Opinions of counsel of       Concurrently     No                 
Party B reasonably           with the             
satisfactory to Party A.     execution and        
                       delivery of the
                     Confirmation.
--------------------------------------------------------------------------      
Party B        An executed copy of the      Within 30 days   No                 
Pooling and Servicing        after the date       
Agreement.                   of this Agreement.   
--------------------------------------------------------------------------      

Part 4. Miscellaneous.                                                          

(a)   Addresses for Notices. For the purposes of Section 12(a) of this          
Agreement:                                                          

Addresses for notices to Party A shall be sent to:                  

Address:        The Bank of New York                                
Global Risk Management Services     
Global Markets Division             
32 Old Slip - 15th Floor            
New York, New York  10286           
Attention:      Stephen M. Lawler, Managing Director                
Telex No.:      TRT 17763      Answerback: BONY UT                  
Telephone No.:  (212) 804-2137                                      

 And provided, that any notice sent to Party A under Sections 5, 6, or
13(b) of the Agreement shall be given to:                           

The Bank of New York                        
Legal Department                            
One Wall Street- 10th Floor                 
New York, NY 10286                          
Attention: General Counsel        

Addresses for notices to Party B (for all purposes):                

Wells Fargo Bank, N.A.                      
9062 Old Annapolis Rd.                      
Columbia, Maryland 21045                    
Attn: Client Manager - ABFC 2005-OPT1       
Fax #: (410) 715-2380                       

(b)   Process Agent. For the purposes of Section 13(c) of this Agreement:       

Party A appoints as its Process Agent:  Not Applicable.             

Party B appoints as its Process Agent:  Not Applicable.             

(c)   Offices. With respect to Party A, the provisions of Section 10(a) will    
apply to this Agreement.                                            

(d)   Multibranch Party. For the purpose of Section 10(c) of this Agreement:    

       Party A is a Multibranch Party and may act through its New York
Offices.                                                

Party B is not a Multibranch Party.                     

(e)   Calculation Agent. The Calculation Agent is Party A.                      

(f)   Credit Support Document. Details of any Credit Support Document: the ISDA 
Credit Support Annex and supplementary "Paragraph 13 - Elections &  
     Variables" in the form appended hereto shall constitute a "Credit Support
      Document" in relation to Party A with respect to all of the obligations of
  Party A and for all purposes of this Agreement dated as of a date even
herewith.                                                           

(g)   Credit Support Provider.                                                  

 Credit Support Provider means in relation to Party A: Not Applicable,
    unless Party A has a person guarantee its payment obligations under this
    Agreement in order to remedy a Ratings Event, in which event such person
shall be a Credit Support Provider.                                 

 Credit Support Provider means in relation to Party B: Not Applicable.

(h)   Governing Law. This Agreement will be governed by and construed in        
   accordance with the laws of the State of New York (without reference to
choice of law doctrine other than New York General Obligations Law  
Sections 5-1401 and 5-1402).                                        

(i)   Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement  
  will apply to all Transactions (in each case starting from the date of
this Agreement).                                                    

(j)   "Affiliate." Each of Party A and Party B shall be deemed to have no       
Affiliates, including for purposes of Section 6(b)(ii).             

(k)   Jurisdiction. Section 13(b) is hereby amended by: (i) deleting in the     
     second line of subparagraph (i) thereof the word "non-", (ii) deleting ";
    and" from the end of subparagraph 1 and inserting "." at the end of such
provision, and (iii) deleting the final paragraph thereof.          

(l)   Waiver of Jury Trial. Each party waives, to the fullest extent permitted  
     by applicable law, any right it may have to a trial by jury in respect of
   any suit, action or proceeding relating to this Agreement or any Credit
    Support Document. Each party certifies (i) that no representative, agent
or attorney of the other party or any Credit Support Provider has   
    represented, expressly or otherwise, that such other party would not, in
the event of such a suit, action or proceeding, seek to enforce the 
   foregoing waiver and (ii) acknowledges that it and the other party have
been induced to enter into this Agreement and provide for any Credit
Support Document, as applicable, by, among other things, the mutual 
waivers and certifications in this Section.                         

(m)   Consent to Recording. Each party (i) consents to the recording of the     
     telephone conversations of trading and marketing personnel of the parties
   and their Affiliates in connection with this Agreement or any potential
      transaction and (ii) if applicable, agrees to obtain any necessary consent
  of, and give notice of such recording to, such personnel of it and its
Affiliates.                                                         

(n)   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 illegal, 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 illegal, 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 to this Agreement.                      

      The parties shall endeavor to engage in good faith negotiations to replace
any illegal, 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 illegal, invalid or unenforceable term, provision, covenant or
condition.                                                          

Part 5. Other Provisions.                                                       

(a)   Definitions.                                                              

     This Agreement, including each Confirmation and each Swap Transaction, is
    subject to the 2000 ISDA Definitions, as amended, supplemented, updated,
     and superseded from time to time (the "Definitions"), as published by the
      International Swaps and Derivatives Association, Inc. ("ISDA") and will be
  governed in all respects by the Definitions (except that references to
    "Swap Transactions" shall be deemed to be references to "Transactions").
    The Definitions are incorporated by reference in, and made part of, this
     Agreement and each Confirmation as if set forth in full in this Agreement
 and such Confirmations. In the event of any inconsistency between the
 provisions of this Agreement and the Definitions, this Agreement will
    prevail (and, in the event of any inconsistency between any Confirmation
   and the Definitions, the Confirmation will control). Any reference in a
     Confirmation to any Definitions which are amended or supplemented in this
Schedule shall be deemed to be a reference to such Definitions as so
amended or supplemented, unless the Confirmation states, by specific
 reference to any such amendment or supplement, that such amendment or
 supplement will not apply in respect of the Transaction to which such
      Confirmation relates. Any capitalized terms used but not otherwise defined
in this Agreement shall have the meanings assigned to them (or      
incorporated by reference) in the Pooling and Servicing Agreement.  

Section 1.02      (b)   Downgrade Provisions.                                   

    If a Ratings Event (as defined below) occurs with respect to Party A (or
   any applicable credit support provider), then Party A shall, subject to
   the Rating Agency Condition (as hereinafter defined) at its own expense
(unless, within 30 days of such Ratings Event, each of Standard and 
Poor's, a Division of McGraw-Hill Companies, Inc. ("S&P") and Fitch 
    Ratings ("Fitch") (each a "Rating Agency") has reconfirmed the rating of
  the Certificates which was in effect immediately prior to such Ratings
    Event), (i) assign the Transaction hereunder to a third party acceptable
to the NIMS Insurer, if any, (such consent not to be unreasonably   
      withheld) within (30) days of such Ratings Event that meets or exceeds, or
  as to which any applicable credit support provider of such third party
   meets or exceeds, the Approved Ratings Thresholds (as defined below) on
terms substantially similar to this Agreement (and any confirmation 
hereunder), (ii) deliver collateral within (30) days of such Ratings
     Event, in an amount required under the ISDA Credit Support Annex (subject
   to New York Law) with a form of Paragraph 13 in the form annexed hereto
   (the "CSA") and concurrently with such delivery of Eligible Collateral,
Party A shall cause its counsel to deliver an opinion as to the     
     enforceability, perfection and priority of Party B's security interest in
such Eligible Collateral if necessary to satisfy the Ratings Agency 
  Condition, (iii) obtain a guaranty of Party A's obligations under this
     Agreement and all Transactions hereunder from a third party that meets or
 exceeds the Approved Ratings Threshold, in form and substance or (iv)
 establish any other arrangement satisfactory to the applicable Rating
    Agency which will be sufficient to restore the immediately prior ratings
of the Certificates.                                                

For purposes of this Transaction, a "Ratings Event" shall occur with
respect to Party A (or any applicable credit support provider), if  

          (a)   its long-term unsecured and unsubordinated debt ceases to be
              rated at least "A+" by S&P or its short-term unsecured and
                 unsubordinated debt ceases to be rated at least "A-1" by S&P;
or                                          

          (b)   its long-term unsecured and unsubordinated debt ceases to be
        rated at least "A+" and its short-term unsecured and
                  unsubordinated debt ceases to be rated at least "F1" by Fitch,

            in each case including in connection with a merger, consolidation or
     other similar transaction by Party A or any applicable credit
      support provider, such ratings being referred to herein as the
"Approved Ratings Thresholds."                          

    "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 any of the Rating Agencies then providing a rating of
 the Certificates and receive from the Rating Agencies a prior written
confirmation that the proposed action or inaction would not cause a 
   downgrade or withdrawal of the then-current rating of the Certificates.

     For the avoidance of doubt, both parties agree that Party A shall only be
required to post collateral pursuant to the terms of the CSA for the
period (the "Collateral Requirement Period") during which Party A's 
    Ratings Event is continuing or until a replacement or guarantor, meeting
the requirements set forth above, is in place. Once the Collateral  
   Requirement Period has ended, Party B's Custodian shall return any such
   Eligible Collateral to Party A as soon as reasonably practicable and to
      the extent such Collateral has not already been applied in accordance with
this Agreement, including the Credit Support Annex.                 

(c)   Additional Representations. Section 3(a) of this Agreement is hereby      
amended to include the following additional representations after   
paragraph 3(a)(v):                                                  

(vi) Eligible Contract Participant. It is an "eligible contract     
    participant" as defined in section 1a(12) of the U.S. Commodity Exchange
Act.                                                                

(vii) Individual Negotiation. This Agreement and each Transaction   
hereunder is subject to individual negotiation by the parties.      

   (viii) Relationship between Party A and Party B. Subject as provided in
     Part 5(g), each of Party A and Party B will be deemed to represent to the
   other on the date on which it enters into a Transaction or an amendment
     thereof that (absent a written agreement between Party A and Party B that
expressly imposes affirmative obligations to the contrary for that  
Transaction):                                                       

      (1) Principal. It is acting as principal and not as agent when
entering into this Agreement and each Transaction.      

          (2) Non-Reliance. It is acting for its own account and it has made
           its own independent decisions to enter into that Transaction and as
         to whether that Transaction is appropriate or proper for it based
          upon its own judgment and upon advice from such advisors as it has
            deemed necessary. It is not relying on any communication (written or
            oral) of the other party as investment advice or as a recommendation
            to enter into that Transaction; it being understood that information
 and explanations related to the terms and conditions of a
  Transaction shall not be considered investment advice or a
       recommendation to enter into that Transaction. No communication
          (written or oral) received from the other party shall be deemed to
       be an assurance or guarantee as to the expected results of that
Transaction.                                            

         (3) Evaluation and Understanding. It is capable of evaluating and
            understanding (on its own behalf or through independent professional
       advice), and understands and accepts, the terms, conditions and
          risks of this Agreement and each Transaction hereunder. It is also
          capable of assuming, and assumes, all financial and other risks of
this Agreement and each Transaction hereunder.          

           (4) Status of Parties. The other party is not acting as a fiduciary
or an advisor for it in respect of that Transaction.    

(d)   Amendment to Section 4. Section 4 is hereby amended by adding the         
following new agreement:                                            

         (f) Actions Affecting Representations. Party B agrees not to take
       any action during the term of this Agreement or any Transaction
         hereunder that renders or could render any of the representations
          and warranties in this Agreement untrue, incorrect, or incomplete,
         and if any event or condition occurs that renders or could render
         any such representation untrue, incorrect, or incomplete, Party B
will immediately give written notice thereof to Party A.

(e)   Section 1(c). For purposes of Section 1(c) of the Agreement, the          
    Transaction evidenced by the Confirmation of even date herewith shall be
the sole Transaction under the Agreement.                           

(f)   Transfer.                                                                 

     Neither Party A nor Party B is permitted to assign, novate or
           transfer (whether by way of security or otherwise) as a whole or in
   part any of its rights, obligations or interests under this
         Agreement or any Transaction without the prior written consent of
            the other party; provided, however, that (i) Party A may make such a
            transfer or assignment of this Agreement pursuant to a consolidation
    or amalgamation with, or merger with or into, or transfer of
 substantially all of its assets to, another entity, or an
          incorporation, reincorporation or reconstitution, and (ii) Party A
       may transfer or assign this Agreement to any Person, including,
     without limitation, another of Party A's offices, branches or
   affiliates (any such Person, office, branch or affiliate, a
          "Transferee") on at least five Business Days' prior written notice
         to Party B and the Trustee; provided that, with respect to clause
            (ii), (A) as of the date of such transfer the Transferee will not be
            required to withhold or deduct on account of a Tax from any payments
           under this Agreement unless the Transferee will be required to make
        payments of additional amounts pursuant to Section 2(d)(i)(4) of
        this Agreement in respect of such Tax (B) a Termination Event or
           Event of Default does not occur under this Agreement as a result of
  such transfer; (C) such notice is accompanied by a written
            instrument pursuant to which the Transferee acquires and assumes the
         rights and obligations of Party A so transferred; and (D) Party A
            will be responsible for any costs or expenses incurred in connection
         with such transfer. Party B will execute such documentation as is
          reasonably deemed necessary by Party A for the effectuation of any
            such transfer. Notwithstanding the foregoing, no such transfer shall
be made unless the transferring party obtains a written 
acknowledgment from each of the Rating Agencies that,   
      notwithstanding such transfer, the then-current ratings of the
Certificates will not be reduced or withdrawn.          

       Except as specified otherwise in the documentation evidencing a
   transfer or assignment, a transfer or assignment of all the
          obligations of Party A made in compliance with this Section 7 will
            constitute an acceptance and assumption of such obligations (and any
          related interests so transferred) by the Transferee, a novation of
           the transferee in place of Party A with respect to such obligations
     (and any related interests so transferred), and a release and
         discharge by Party B of Party A from, and an agreement by Party B
          not to make any claim for payment, liability, or otherwise against
    Party A with respect to, such obligations from and after the
effective date of the transfer.                         

(g)   Trustee Capacity. It is expressly understood and agreed by the parties    
   hereto that (i) this Agreement is executed and delivered by Wells Fargo
   Bank, N.A., not individually or personally but solely as trustee of the
      Trust, in the exercise of the powers and authority conferred and vested in
it under the Pooling and Servicing Agreement, (ii) each of the      
   representations, undertakings and agreements herein made on the part of
the Trust is made and intended not as a personal representation,    
undertaking or agreement by Wells Fargo Bank, N.A. but is made and  
    intended for the purpose of binding only the Trust, (iii) nothing herein
   contained shall be construed as imposing any liability upon Wells Fargo
  Bank, N.A., 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, N.A. 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 Party B under this Agreement or any other related documents.

Party B represents that:                                            

            (i) Status. Wells Fargo Bank, N.A. (the "Trustee") is trustee of the
          ABFC 2005-OPT1 Trust whose appointment is valid and effective both
         under the laws of the State of New York and under the Pooling and
           Servicing Agreement, and the Trustee has the power to own assets in
its capacity as trustee of the Trust.                   

         (ii) Powers. In its capacity as trustee of the Trust, the Trustee
           has power under the Pooling and Servicing Agreement to execute this
           Agreement and any other documentation relating to this Agreement to
           which the Trustee is party, to deliver this Agreement and any other
            documentation relating to this Agreement that it is required by this
         Agreement to deliver and to perform its obligations (on behalf of
         the Trust) under this Agreement and any obligations (on behalf of
        the Trust) it has under any Credit Support Document to which the
        Trustee is party and has taken all necessary action to authorize
such execution, delivery and performance;               

    (iii) No Violation or Conflict. Such execution, delivery and
         performance do not violate or conflict with any law applicable to
            the Trustee or the Trust, any provision of the Pooling and Servicing
        Agreement, any order or judgment of any court or other agency of
            government applicable to the Trustee, the Trust or any assets of the
         Trust, or any contractual restriction binding on or affecting the
Trustee, the Trust or any assets of the Trust;          

            (iv) Consents. All governmental and other consents that are required
           have been obtained by the Trustee with respect to this Agreement or
           any Credit Support Document to which the Trustee is party have been
            obtained and are in full force and effect and all conditions of such
consents have been complied with; and                   

         (v) Obligations Binding. The obligation of the Trustee under this
         Agreement and any Credit Support Document to which the Trustee is
            party constitute legal, valid and binding obligations of the Trustee
        in its capacity as trustee of the Trust, enforceable against the
   Trust in accordance with their respective terms (subject to
        applicable bankruptcy, reorganization, insolvency, moratorium or
          similar laws affecting creditors' rights generally and subject, as
         to enforceability, to equitable principles of general application
       (regardless of whether enforcement is sought in a proceeding in
           equity or law)) and no circumstances are known to the Trustee which
      would or might prevent the Trustee from having recourse to the
         assets of the Trust for the purposes of meeting such obligations.

(h)   Proceedings. Party A shall not institute against or cause any other person
     to institute against, or join any other person in instituting against the
Depositor or Party B, any bankruptcy, reorganization, arrangement,  
 insolvency or liquidation proceedings, or other proceedings under any
    federal or state bankruptcy, dissolution or similar law, for a period of
    one year and one day, or if longer the applicable preference period then
  in effect, following indefeasible payment in full of the Certificates.
     Nothing shall preclude, or be deemed to stop, Party A (i) from taking any
     action prior to the expiration of the aforementioned one year and one day
    period, or if longer the applicable preference period then in effect, in
   (A) any case or proceeding voluntarily filed or commenced by Party B or
    (B) any involuntary insolvency proceeding filed or commenced by a Person
     other than Party A, or (ii) from commencing against Party B or any of the
  Collateral any legal action which is not a bankruptcy, reorganization,
   arrangement, insolvency, moratorium, liquidation or similar proceeding.

(i)   Change of Account. Section 2(b) of this Agreement is hereby amended by the
 addition of the following after the word "delivery" in the first line
thereof:-                                                           

         "to another account in the same legal and tax jurisdiction as the
original account"                                       

(j)   Pooling and Servicing Agreement.                                          

    (1) Capitalized terms used in this Agreement that are not defined herein
 and are defined in the Pooling and Servicing Agreement shall have the
respective meanings assigned to them in the Pooling and Servicing   
Agreement.                                                          

   (2) Notwithstanding any of the other provisions of Section 11.01 of the
Pooling and Servicing Agreement, Party B shall not enter into any   
amendment to Sections 3.05, 4.02(b), 4.09 or 11.10 or any related   
     definition in Section 1.01 of the Pooling and Servicing Agreement without
the prior written consent of Party A.                               

(k)   Set-off. Notwithstanding any provision of this Agreement or any other     
  existing or future agreements, each of Party A and Party B irrevocably
      waives as to itself any and all contractual rights it may have to set off,
    net, recoup or otherwise withhold or suspend or condition its payment or
 performance of any obligation to the other party under this Agreement
against any obligation of one party hereto to the other party hereto
arising outside of this Agreement (which Agreement includes without 
     limitation, the Master Agreement to which this Schedule is attached, this
   Schedule and the Confirmation). The provisions for set-off set forth in
Section 6(e) of this Agreement shall not apply for purposes of this 
Transaction.                                                        

(l)   Notice of Certain Events or Circumstances. Each party agrees, upon        
  learning of the occurrence or existence of any event or condition that
     constitutes (or that with the giving of notice or passage of time or both
      would constitute) an Event of Default or Termination Event with respect to
such party, promptly to give the other party notice of such event or
     condition (or, in lieu of giving notice of such event or condition in the
      case of an event or condition that with the giving of notice or passage of
  time or both would constitute an Event of Default or Termination Event
   with respect to the party, to cause such event or condition to cease to
     exist before becoming an Event of Default or Termination Event); provided
      that failure to provide notice of such event or condition pursuant to this
      Part 5(l) shall not constitute an Event of Default or a Termination Event.

(m)   Regarding Party A. Party B acknowledges and agrees that Party A has had   
and will have no involvement in and, accordingly Party A accepts no 
     responsibility for: (i) the establishment, structure, or choice of assets
   of Party B; (ii) the selection of any person performing services for or
acting on behalf of Party B; (iii) the selection of Party A as the  
    counterparty; (iv) the terms of the Certificates; (v) the preparation of
or passing on the disclosure and other information contained in any 
offering circular for the Certificates, the Pooling and Servicing   
  Agreement, or any other agreements or documents used by Party B or any
      other party in connection with the marketing and sale of the Certificates;
    (vi) the ongoing operations and administration of Party B, including the
furnishing of any information to Party B which is not specifically  
 required under this Agreement; or (vii) any other aspect of Party B's
existence.                                                          

(n)   Amendments. This Agreement will not be amended unless Party B shall have  
   received prior written confirmation from each of S&P or Fitch that such
 amendment will not cause it to downgrade or withdraw its then-current
ratings of any outstanding Certificates.                            

(o)   Gross-up. Section 2(d)(i)(4) shall only apply in the event Party A is "X" 
and Party B is "Y" thereunder.                                      

(p)   Payment Dates. Notwithstanding anything to the contrary in the Agreement, 
(i) Party B will not be required to make any payment specified in a 
      Confirmation until the next scheduled Distribution Date (as defined in the
 Pooling & Servicing Agreement) and (ii) if an amount is calculated as
      being due in respect of any Early Termination Date under 6(e) from Party B
   to Party A, the payment will be due on the next subsequent Distribution
     Date or if such Early Termination Date is the final Distribution Date, on
such final Distribution Date                                        

(q)   Notwithstanding any other provisions of this Agreement, the obligations of
     Party B under this Agreement are limited-recourse obligations of Party B.
     Such obligations are non-recourse to Party B, its assets and its property
   other than the assets of the Swap Account, and following realization of
  such assets, any claims of Party A shall be extinguished and shall not
     thereafter be reinstated. No recourse shall be had against any principal,
   director, officer, employee, beneficiary, shareholder, partner, member,
    trustee, agent or affiliate of Party B or any person owning, directly or
      indirectly, any legal or beneficial interest in Party B, or any successors
 or assigns of any of the foregoing (the "Exculpated Parties") for the
 payment of any amount payable under this Agreement. Party A shall not
   enforce the liability and obligations of Party B to perform and observe
   the obligations contained in this Agreement by any action or proceeding
 wherein a money judgment establishing any personal liability shall be
sought against Party B, subject to the following sentence, or the   
Exculpated Parties. The agreements in this paragraph shall survive  
termination of this Agreement and the performance of all obligations
hereunder.                                                          

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     IN WITNESS WHEREOF, the parties have executed this document by their duly
   authorized officers with effect from the date so specified on the first
page hereof.                                                        

                              WELLS FARGO BANK, N.A., NOT IN ITS
                                      INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE
        THE BANK OF NEW YORK          FOR THE ABFC 2005-OPT1 TRUST CREATED UNDER
                               THE POOLING AND SERVICING AGREEMENT

("Party A")                          ("Party B")      

By:_________________________________  By:__________________________________     
Name:                                 Name:                                     
Title:                                Title:                                    
Date:                                 Date:                                     

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 Elections and Variables
to the ISDA Credit Support Annex
dated as of October 31, 2005
 between

     THE BANK OF NEW YORK           and   WELLS FARGO BANK, N.A., NOT IN ITS
                                          INDIVIDUAL CAPACITY, BUT SOLELY AS
                                            TRUSTEE FOR THE ABFC 2005-OPT1 TRUST
                                     CREATED UNDER THE POOLING AND
                           SERVICING AGREEMENT

("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"; and.                       

          (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 Ratings Event (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:    

           -------------------------------------------------------------------
                                                                     Valuation
                                                                      Percentage

           -------------------------------------------------------------------
      (A) cash in U.S Dollars                                   100%

           -------------------------------------------------------------------
       (B)     negotiable debt obligations issued after 18       98.6%
        July 1984 by the U.S. Treasury Department having
       a residual maturity on such date of less than 1
    year (with local and foreign currency issuer
ratings of Fitch AA and S&P AA or above)
           -------------------------------------------------------------------
      (C)     negotiable debt obligations issued after 18      To Be
                   July 1984 by the U.S. Treasury Department        Determined
     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 Fitch AA and S&P AA or above)        
           -------------------------------------------------------------------
      (D)     negotiable debt obligations issued after l8      To Be
                   July 1984 by the U.S. Treasury Department        Determined
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 Fitch AA and S&P AA or above)
           -------------------------------------------------------------------
      (E)     negotiable debt obligations of the Government    To Be
                   National Mortgage Association, the Federal       Determined
  National Mortgage Association, the Federal
   Home Loan Mortgage Corporation, the Student
    Loan Marketing Association or a Federal Home
   Loan Bank (all entities rated Fitch AA+ 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    To Be
                   National Mortgage Association, the Federal       Determined
  National Mortgage Association, the Federal
   Home Loan Mortgage Corporation, the Student
    Loan Marketing Association or a Federal Home
  Loan Bank (all entries rated Fitch AA+ 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    To Be
                   National Mortgage Association, the Federal       Determined
  National Mortgage Association, the Federal
   Home Loan Mortgage Corporation, the Student
    Loan Marketing Association or a Federal Home
  Loan Bank (all entries rated Fitch AA+ 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    To Be
                   National Mortgage Association, the Federal       Determined
  National Mortgage Association, the Federal
   Home Loan Mortgage Corporation, the Student
    Loan Marketing Association or a Federal Home
  Loan Bank (all entries rated Fitch AA+ 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.     

         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 Ratings Event, Party A shall agree the Valuation
         Percentage in relation to (C) through (H) above with the relevant
           rating agency, which shall be S&P or Fitch; 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 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 Ratings Event occurs
          and is continuing and (ii) Party A has not
       otherwise complied with Part 5, section
          5(b) of this Agreement, then its Threshold
shall be zero, or               

 2.    in the event that Party A has otherwise
          complied with Part 5, section 5(b) 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 made in accordance with market    
practices using commonly accepted third party sources   
such as Bloomberg or Reuters.                           

(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 the Custodian for Party B
            shall be the same banking institution that acts as Indenture Trustee
for the Notes (as defined in the Indenture) for Party B.

          Initially, the Custodian for Party B is Wells Fargo Bank, National
          Association, not in its individual capacity, but solely as Trustee
            for the ABFC 2005-OPT1 Trust created under the Pooling and Servicing
Agreement.                                              

(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. 

(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:                                          

The Bank of New York              
Collateral Management             
32 Old Slip, 16th Floor           
New York, New York 10286          
Phone (212) 804-5158              
Fax:    (212) 804-5818            

If to Party B:                                          

Wells Fargo Bank, N.A.            
9062 Old Annapolis Rd.            
Columbia, Maryland 21045          
   Attn: Client Manager - ABFC 2005-OPT1
Fax #: (410) 715-2380             

            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 B:                                                

Wells Fargo Bank, N.A.                                  
San Francisco, CA                                       
ABA # 121000248                                         
Acct: # 3970771416                                      
Account Name: Corporate Trust Clearing                  
FFC #: 17205001                                         
Ref:  ABFC 2005-OPT1; Swap Account                      

(m)   Other Provisions.                                                         

(i)   Additional Definitions. As used in this Annex:                

(ii)  Exposure. The Parties agree that in the event of a            
Ratings Event 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 quoation in  
the absence of the current provider. The collateral     
requirement should be based on the greater of the       
internal and external market quoations. 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.         

         "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).                                   

(iii) 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.                                          

(iv)  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.                           

(viii) Additional Definitions. As used in this Annex:               

"Ratings Event" means a "Ratings Event " (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.   

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------------
                                    Less than or equal to 5             Less than or equal to 10 years but    
Party A S&P Rating                  years to Termination                greater than 5 years to Termination   
on such date                        Date of the Transaction             Date of the 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%       
--------------------------------------------------------------------------------------------------------------

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  IN WITNESS WHEREOF, the parties have executed this Annex by their duly
authorized representatives as of the date of the Agreement.                     

        THE BANK OF NEW YORK              WELLS FARGO BANK, N.A., NOT IN ITS
                                          INDIVIDUAL CAPACITY, BUT SOLELY AS
                                            TRUSTEE FOR THE ABFC 2005-OPT1 TRUST
                                     CREATED UNDER THE POOLING AND
                           SERVICING AGREEMENT

By:                                         By:                                 
    --------------------------------            --------------------------------
Name:                                       Name:                       
Title:                                      Title:                      
Date:                                       Date:                       

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CONFIRMATION

DATE:       October 31, 2005                                                    

TO:         WELLS FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY  
         AS TRUSTEE FOR THE ABFC 2005-OPT1 TRUST CREATED UNDER THE POOLING
AND SERVICING AGREEMENT ("Counterparty") Phone #: Fax #:
410-715-2380                                            

ATTN:       Client Manager -ABFC 2005-OPT1                                      

FROM:       The Bank of New York, NY ("BNY")                                    
Derivative Products Support Department                  
32 Old Slip, 16th Floor                                 
New York, New York 10286                                
Attn:  Kenny Au-Yeung                                   
Phone #: 212-804-5103                                   
Fax #:  212-804-5818/5837                               

RE:         Transaction Reference Number: 36751                                 

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

  The purpose of this letter (this "Confirmation") is to confirm the terms and
  conditions of the Swap Transaction entered into between us on the Trade Date
Specified below.                                                          

     The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc., are     
incorporated into this Confirmation. In the event of any inconsistency between  
those definitions and provision and this Confirmation, this Confirmation will   
govern.                                                                         

This Confirmation constitutes a "Confirmation" as referred to in and
supplements, forms part of and is subject to, the ISDA Master Agreement dated as
of October 31, 2005, as amended and supplemented from time to time (the         
"Agreement"), between The Bank of New York and Counterparty. All provisions     
contained in the Agreement govern this Confirmation except as expressly modified
below.                                                                          

1. The terms of the particular Swap Transaction to which this Confirmation      
relates are as follows:                                                         

Notional Amount:                    With respect to any Calculation Period, the 
                          amount set forth for such period on Schedule I
attached hereto     

Trade Date:                   October 25, 2005                                  

Effective Date:               October 31, 2005                                  

Termination Date:                   December 25, 2009, subject to adjustment in 
                      accordance with the Following Business Day
Convention.         

FIXED AMOUNTS                                                                   

Fixed Rate Payer:             Counterparty                                      

Fixed Rate:                   4.628%                                            

Fixed Rate Day Count                                                            
Fraction:               30/360                                      

Fixed Rate Payer                                                                
Payment Dates:                Early Payment shall be applicable. The
                          Fixed Rate Payer Payment Date shall be one (1)
                         Business Days preceding each Fixed Rate Payer
Period End Date.    

Fixed Rate Payer                                                                
Period End Dates:             The 25th day of every month, beginning
                           November 25, 2005 and ending on the Termination
                              Date, subject to adjustment in accordance with the
             Following Business Day Convention

FLOATING AMOUNTS                                                                

Floating Rate Payer:          The Bank of New York                              

Floating Rate Day Count                                                         
Fraction:               Actual/360                                  

Floating Rate Option:         USD-LIBOR-BBA                                     

Designated Maturity:                One month, provided however the initial     
                             Calculation Period for which Linear Interpolation
shall apply         

Spread:                       Inapplicable                                      

Floating Rate Payer                                                             
Payment Dates:                      Early Payment shall be applicable. The      
                             Floating Rate Payer Payment Date shall be one (1)
                            Business Days preceding each Floating Rate Payer
Period End Date.    

Floating Rate Payer                                                             
Period End Dates:       The 25th day of every month, beginning      

                           November 25, 2005 and ending on the Termination
                              Date, subject to adjustment in accordance with the
             Following Business Day Convention

Reset Dates:                        The first day of each Calculation Period or 
                             Compounding Period, if Compounding is applicable.

Compounding:                  Inapplicable                                      

Business Days for Payments                                                      
By both parties:              New York                                          

Calculation Agent:            The Bank of New York                              

Additional Provision:                                                           

It is expressly understood and agreed by the parties hereto that (i) this       
Confirmation is executed and delivered by Wells Fargo Bank, N.A., not           
individually or personally but solely as trustee of the ABFC 2005-OPT1 Trust    
created under the Pooling and Servicing Agreement, in the exercise of the powers
and authority conferred and vested in it under the Pooling and Servicing        
Agreement, (ii) each of the representations, undertakings and agreements herein 
made on the part of the ABFC 2005-OPT1 Trust created under the Pooling and      
Servicing Agreement, is made and intended not as personal representations,      
undertakings and agreements by Wells Fargo Bank, N.A. but is made and intended  
for the purpose of binding only the ABFC 2005-OPT1 Trust created under the      
Pooling and Servicing Agreement, (iii) nothing herein contained shall be        
construed as creating any liability on the part of Wells Fargo Bank, N.A.,      
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, N.A. 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 Counterparty under this Confirmation 
or any other related documents.                                                 

Payment Instructions:                                                           
When remitting funds                                                
to us, please pay:         The Bank of New York                     
                        Derivative Products Support Department
  ABA #: 021000018
          Account #:  890-0068-175
                 Reference:  Interest Rate Swaps

We will pay you at:  Wells Fargo Bank, N.A.             
   San Francisco, CA
ABA# 121000248
  Acct# 3970771416
                     Acct Name: Corporate Trust Clearing
FFC#: 17205001
                   Ref: ABFC 2005-OPT1; Swap Account

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   Please confirm that the foregoing correctly sets forth the terms of our
Agreement by executing this Confirmation and returning it by facsimile to:      
Derivative Products Support Department, Attn: Kenny Au-Yeung at                 
212-804-5818/5837.                                                              

            THE BANK OF NEW YORK

                  By:_______________________

Name:   

Title:  

Accepted and confirmed as                                                       
of the date first written:                                                      

WELLS FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE   
FOR THE ABFC 2005-OPT1 TRUST CREATED UNDER THE POOLING AND SERVICING AGREEMENT  

By:____________                                                                 

Name:______________________                                                     

Title:_______________________                                                   

Ref #: 38751                                                                    

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Schedule I

(all such dates are subject to adjustment in accordance with the Following      
Business Day Convention)                                                        

--------------------------------------------------------------------------------
Calculation Period        Calculation Period        Notional              
Start Date                 End Date          Amount in USD        
--------------------------------------------------------------------------------
10/31/2005                11/25/2005          471,657,898       
11/25/2005                12/25/2005          466,097,201       
12/25/2005                 1/25/2006          459,595,310       
1/25/2006                 2/25/2006          449,365,375      
2/25/2006                 3/25/2006          441,077,274      
3/25/2006                 4/25/2006          431,912,512      
4/25/2006                 5/25/2006          421,902,971      
5/25/2006                 6/25/2006          411,086,789      
6/25/2006                 7/25/2006          399,790,647      
7/25/2006                 8/25/2006          388,046,038      
8/25/2006                 9/25/2006          375,887,500      
9/25/2006                10/25/2006          363,352,768      
10/25/2006                11/25/2006          350,482,537       
11/25/2006                12/25/2006          337,320,185       
12/25/2006                 1/25/2007          323,911,470       
1/25/2007                 2/25/2007          310,304,196      
2/25/2007                 3/25/2007          296,547,852      
3/25/2007                 4/25/2007          282,693,225      
4/25/2007                 5/25/2007          268,791,998      
5/25/2007                 6/25/2007          254,896,326      
6/25/2007                 7/25/2007          209,720,821      
7/25/2007                 8/25/2007           50,613,289      
8/25/2007                 9/25/2007           48,530,169      
9/25/2007                10/25/2007           46,538,056      
10/25/2007                11/25/2007           44,632,690       
11/25/2007                12/25/2007           42,810,022       
12/25/2007                 1/25/2008           41,066,206       
1/25/2008                 2/25/2008           39,397,591      
2/25/2008                 3/25/2008           37,800,702      
3/25/2008                 4/25/2008           36,272,241      
4/25/2008                 5/25/2008           34,809,070      
5/25/2008                 6/25/2008           33,217,761      
6/25/2008                 7/25/2008           31,661,405      
7/25/2008                 8/25/2008           25,491,722      
8/25/2008                 9/25/2008           24,583,224      
9/25/2008                10/25/2008           23,706,925      
10/25/2008                11/25/2008           22,861,688       
11/25/2008                12/25/2008           22,046,417       
12/25/2008                 1/25/2009           21,260,055       
1/25/2009                 2/25/2009           20,501,581      
2/25/2009                 3/25/2009           19,770,010      
3/25/2009                 4/25/2009           19,064,393      
4/25/2009                 5/25/2009           18,383,813      
5/25/2009                 6/25/2009           17,727,385      
6/25/2009                 7/25/2009           17,094,257      
7/25/2009                 8/25/2009           16,483,606      
8/25/2009                 9/25/2009           15,894,636      
9/25/2009                10/25/2009           15,326,582      
10/25/2009                11/25/2009           14,778,706       
11/25/2009                12/25/2009           14,250,292       

EX-4
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 EXHIBIT O

 Form of Certification

 ABFC 2005-OPT1 TRUST,
 ASSET-BACKED CERTIFICATES, SERIES 2005-OPT1

I, [identify the certifying individual] certify that:   

1.    I have reviewed the annual report on Form 10-K, and all Monthly Form 8-K's
containing Distribution Date Statements filed in respect of periods 
     included in the year covered by this annual report, of the ABFC 2005-OPT1
Trust;                                                              

2.    Based on my knowledge, the information in these reports, taken as a whole,
     does not contain any untrue statement of a material fact or omit to state
  a material fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;           

3.    Based on my knowledge, the distribution or servicing information required 
to be provided to the Trustee by the Servicer under the Pooling and 
     Servicing Agreement, dated as of October 1, 2005 (the "Agreement"), among
Asset Backed Funding Corporation, as depositor, Option One Mortgage 
     Corporation, as Servicer (the "Servicer"), and Wells Fargo Bank, N.A., as
 trustee (the "Trustee") for inclusion in these reports is included in
these reports;                                                      

4.    Based on my knowledge and upon the annual compliance statement included in
      the annual report on Form 10-K and required to be delivered to the Trustee
     in accordance with the terms of the Agreement, and except as disclosed in
the reports, the Servicer has fulfilled its obligations under the   
Agreement;                                                          

5.    The reports disclose all significant deficiencies relating to the         
     Servicer's compliance with the minimum servicing standards based upon the
   report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for
      Mortgage Bankers or similar procedure, as set forth in the Agreement, that
is included in these reports; and                                   

6.    In giving the certifications above, I have reasonably relied on           
    information provided to me by the following unaffiliated parties: Option
One Mortgage Corporation and Wells Fargo Bank, N.A..                

                                      By:_____________________________________
         Name:
          Title:

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 EXHIBIT P-1

Form of Certification to be Provided by the Trustee to the Depositor

 ABFC 2005-OPT1 TRUST,
 ASSET-BACKED CERTIFICATES, SERIES 2005-OPT1

        I, [identify the certifying individual], certify to Asset Backed
Funding Corporation 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 calendar year [___]
    and all Monthly Form 8-K's containing Distribution Date Statements filed
     in respect of periods included in the year covered by that annual report,
of the ABFC 2005-OPT1 Trust;                                        

2.    Based on my knowledge, the distribution information in the Distribution   
    Date Statements contained in all Monthly Form 8-K's included in the year
  covered by the annual report on Form 10-K for the calendar year [___],
      taken as a whole, does not contain any untrue statement of a material fact
      or omit to state a material fact necessary to make the statements made, in
 light of the circumstances under which such statements were made, not
      misleading as of the last day of the period covered by that annual report;
and                                                                 

3.    Based on my knowledge, the distribution or servicing information required 
to be provided to the Trustee by the Servicer under the Pooling and 
Servicing Agreement, dated as of October 1, 2005, among Asset Backed
  Funding Corporation, as depositor, Option One Mortgage Corporation, as
  Servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the
    "Trustee"), for inclusion in these reports is included in these reports.

                                WELLS FARGO BANK, N.A., as Trustee

                                       By:______________________________________
         Name:
          Title:

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 EXHIBIT P-2

 Form of Certification to be Provided by the Servicer to the Depositor

 ABFC 2005-OPT1 TRUST,
 ASSET-BACKED CERTIFICATES, SERIES 2005-OPT1

        I, [identify the certifying individual], certify to Asset Backed
Funding Corporation 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 calendar year      
     [___], and all Monthly Form 8-K's containing Distribution Date Statements
   filed in respect of periods included in the year covered by that annual
report, of the ABFC 2005-OPT1 Trust;                                

2.    Based on my knowledge, the servicing information in the Distribution Date 
Statements contained in all Monthly Form 8-K's included in the year 
  covered by the annual report on Form 10-K for the calendar year [___],
      taken as a whole, does not contain any untrue statement of a material fact
      or omit to state a material fact necessary to make the statements made, in
 light of the circumstances under which such statements were made, not
      misleading as of the last day of the period covered by that annual report;

3.    Based on my knowledge, the servicing information required to be provided  
     to the Trustee by the Servicer under the Pooling and Servicing Agreement,
     dated as of October 1, 2005 (the "Agreement"), among Asset Backed Funding
   Corporation, as depositor, Option One Mortgage Corporation, as Servicer
     (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"),
for inclusion in these reports is included in these reports;        

4.    I am responsible for reviewing the activities performed by the Servicer   
     under the Agreement and based upon my knowledge and the annual compliance
review required under the Agreement, and except as disclosed in the 
    reports, the Servicer has fulfilled its obligations under the Agreement;
and                                                                 

5.    The reports disclose all significant deficiencies relating to the         
     Servicer's compliance with the minimum servicing standards based upon the
   report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for
      Mortgage Bankers or similar procedure, as set forth in the Agreement, that
is included in these reports.                                       

                             OPTION ONE MORTGAGE CORPORATION

                                       By:______________________________________
         Name:
          Title:

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		9/25/35		4		5
		7/25/35		4
		6/25/35		4
		5/25/35		4
		4/25/35		4
		3/25/35		4
		1/25/35		4
		12/25/34		4
		10/25/34		4
		6/25/34		4
		3/25/34		4
		10/25/33		4
		7/25/33		4
		5/25/25		4
		12/25/09		133
		1/30/06		5
Filed on:		11/25/05		5		133			8-K,  8-K/A
For Period End:		10/31/05		5		133
		10/27/05		5
		10/25/05		133
		10/1/05		1		138
		7/28/05		5		112
		1/1/05		5
		11/7/04		5
		1/1/04		5
		11/27/03		5
		3/6/03		112
		10/1/02		112
		8/20/96		5
		7/12/95		74		79
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