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Carrington Mortgage Loan Trust, Series 2006-FRE1 – ‘8-K’ for 7/11/06 – EX-10.1

On:  Tuesday, 7/11/06, at 5:25pm ET   ·   For:  7/11/06   ·   Accession #:  950136-6-5696   ·   File #:  333-130210-04

Previous ‘8-K’:  ‘8-K’ on / for 6/26/06   ·   Latest ‘8-K’:  This Filing

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

 7/11/06  Carrington Mtge Loan T… 2006-FRE1 8-K:8,9     7/11/06    5:1.0M                                   Capital Systems 01/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     15K 
 2: EX-10.1     Pooling and Servicing Agreement                     HTML   1.03M 
 3: EX-10.2     Mortgage Loan Purchase Agreement                    HTML    133K 
 4: EX-10.3     Cap Contract Confirmation                           HTML     55K 
 5: EX-10.4     Cap Contract Confirmation                           HTML     55K 

EX-10.1
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                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

                                    Depositor

                           FREMONT INVESTMENT & LOAN,

                                    Servicer

                                       and

                             WELLS FARGO BANK, N.A.,

                                     Trustee

                         POOLING AND SERVICING AGREEMENT
                            Dated as of June 1, 2006

                Carrington Mortgage Loan Trust, Series 2006-FRE1
                     Asset-Backed Pass-Through Certificates

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                                                                                                                PAGE

ARTICLE I      DEFINITIONS; USAGE..................................................................................4
    SECTION 1.01       Defined Terms...............................................................................4
    SECTION 1.02       Allocation of Certain Interest Shortfalls..................................................49
    SECTION 1.03       Rules of Usage.............................................................................49

ARTICLE II     CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES....................................50
    SECTION 2.01       Conveyance of the Mortgage Loans...........................................................50
    SECTION 2.02       Acceptance of REMIC I by Trustee...........................................................52
    SECTION 2.03       Repurchase or Substitution of Mortgage Loans by the Responsible Party and the Seller.......54
    SECTION 2.04       [Reserved].................................................................................56
    SECTION 2.05       Representations, Warranties and Covenants of the Servicer..................................56
    SECTION 2.06       Issuance of the REMIC I Regular Interests and the Class R-I Interest.......................59
    SECTION 2.07       Conveyance of the REMIC I Regular Interests; Acceptance of REMIC II by the Trustee.........59
    SECTION 2.08       Issuance of Class R Certificates...........................................................59

ARTICLE III    ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS.................................................60
    SECTION 3.01       Servicer to Act as Servicer................................................................60
    SECTION 3.02       Sub-Servicing Agreements Between Servicer and Sub-Servicers................................62
    SECTION 3.03       Successor Sub-Servicers....................................................................63
    SECTION 3.04       Liability of the Servicer..................................................................63
    SECTION 3.05       No Contractual Relationship Between Sub-Servicers, the Trustee or the Certificateholders...63
    SECTION 3.06       Assumption or Termination of Sub-Servicing Agreements by the Trustee.......................64
    SECTION 3.07       Collection of Certain Mortgage Loan Payments...............................................64
    SECTION 3.08       Sub-Servicing Accounts.....................................................................65
    SECTION 3.09       Collection of Taxes, Assessments and Similar Items; Servicing Accounts.....................65
    SECTION 3.10       Custodial Account and Certificate Account..................................................66


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    SECTION 3.11       Withdrawals from the Custodial Account and Certificate Account.............................68
    SECTION 3.12       Investment of Funds in the Custodial Account and the Certificate Account...................70
    SECTION 3.13       [Reserved].................................................................................71
    SECTION 3.14       Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.............71
    SECTION 3.15       Enforcement of Due-On-Sale Clauses; Assumption Agreements..................................72
    SECTION 3.16       Realization Upon Defaulted Mortgage Loans..................................................73
    SECTION 3.17       Trustee to Cooperate; Release of Mortgage Files............................................75
    SECTION 3.18       Servicing Compensation.....................................................................76
    SECTION 3.19       Reports to the Trustee and Others; Custodial Account Statements............................77
    SECTION 3.20       [Reserved].................................................................................77
    SECTION 3.21       [Reserved].................................................................................77
    SECTION 3.22       Access to Certain Documentation............................................................77
    SECTION 3.23       Title, Management and Disposition of REO Property..........................................77
    SECTION 3.24       Obligations of the Servicer in Respect of Prepayment Interest Shortfalls...................81
    SECTION 3.25       Obligations of the Servicer in Respect of Mortgage Rates and Monthly Payments..............81
    SECTION 3.26       Advance Facility...........................................................................81
    SECTION 3.27       Net WAC Rate Carryover Reserve Account.....................................................82

ARTICLE IV     PAYMENTS TO CERTIFICATEHOLDERS.....................................................................83
    SECTION 4.01       Distributions..............................................................................83
    SECTION 4.02       Statements to Certificateholders...........................................................90
    SECTION 4.03       Remittance Reports; Advances...............................................................93
    SECTION 4.04       Allocation of Realized Losses..............................................................95
    SECTION 4.05       Compliance with Withholding Requirements...................................................97
    SECTION 4.06       Exchange Commission; Additional Information................................................97

ARTICLE V      THE CERTIFICATES..................................................................................102


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    SECTION 5.01       The Certificates..........................................................................102
    SECTION 5.02       Registration of Transfer and Exchange of Certificates.....................................104
    SECTION 5.03       Mutilated, Destroyed, Lost or Stolen Certificates.........................................109
    SECTION 5.04       Persons Deemed Owners.....................................................................109
    SECTION 5.05       Certain Available Information.............................................................109

ARTICLE VI     THE DEPOSITOR AND THE SERVICER....................................................................110
    SECTION 6.01       Respective Liabilities of the Depositor and the Servicer..................................110
    SECTION 6.02       Merger or Consolidation of the Depositor or the Servicer..................................110
    SECTION 6.03       Limitation on Liability of the Depositor, the Servicer and Others.........................110
    SECTION 6.04       Limitation on Resignation of the Servicer.................................................111
    SECTION 6.05       Rights of the Depositor in Respect of the Servicer........................................112

ARTICLE VII    DEFAULT...........................................................................................113
    SECTION 7.01       Servicer Events of Default................................................................113
    SECTION 7.02       Trustee to Act; Appointment of Successor..................................................115
    SECTION 7.03       Notification to Certificateholders........................................................116
    SECTION 7.04       Waiver of Servicer Events of Default......................................................116

ARTICLE VIII   CONCERNING THE TRUSTEE............................................................................116
    SECTION 8.01       Duties of Trustee.........................................................................116
    SECTION 8.02       Certain Matters Affecting the Trustee.....................................................117
    SECTION 8.03       Trustee Not Liable for Certificates or Mortgage Loans.....................................119
    SECTION 8.04       Trustee May Own Certificates..............................................................119
    SECTION 8.05       Trustee's Fees and Expenses...............................................................119
    SECTION 8.06       Eligibility Requirements for Trustee......................................................120
    SECTION 8.07       Resignation and Removal of the Trustee....................................................120
    SECTION 8.08       Successor Trustee.........................................................................121
    SECTION 8.09       Merger or Consolidation of Trustee........................................................122
    SECTION 8.10       Appointment of Co-Trustee or Separate Trustee.............................................122
    SECTION 8.11       Trustee to Execute Cap Contract...........................................................123
    SECTION 8.12       Appointment of Office or Agency...........................................................123


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    SECTION 8.13       Representations and Warranties of the Trustee.............................................123

ARTICLE IX     TERMINATION.......................................................................................124
    SECTION 9.01       Termination Upon Repurchase or Liquidation of All Mortgage Loans..........................124
    SECTION 9.02       Additional Termination Requirements.......................................................125

ARTICLE X      REMIC PROVISIONS..................................................................................126
    SECTION 10.01      REMIC Administration......................................................................126
    SECTION 10.02      Prohibited Transactions and Activities....................................................129
    SECTION 10.03      Servicer and Trustee Indemnification......................................................129

ARTICLE XI     TRUSTEE COMPLIANCE WITH REGULATION AB.............................................................129
    SECTION 11.01      Intent of the Parties; Reasonableness.....................................................129
    SECTION 11.02      Additional Representations and Warranties of the Trustee..................................130
    SECTION 11.03      Information to Be Provided by the Trustee.................................................131
    SECTION 11.04      Report on Assessment of Compliance and Attestation........................................131
    SECTION 11.05      Indemnification; Remedies.................................................................131

ARTICLE XII    SERVICER COMPLIANCE WITH REGULATION AB............................................................132
    SECTION 12.01      [Reserved]................................................................................132
    SECTION 12.02      [Reserved]................................................................................132
    SECTION 12.03      Information to Be Provided by the Servicer................................................132
    SECTION 12.04      Servicer Compliance Statement.............................................................133
    SECTION 12.05      Report on Assessment of Compliance and Attestation........................................134
    SECTION 12.06      Use of Sub-Servicers and Subcontractors...................................................135
    SECTION 12.07      Indemnification; Remedies.................................................................136

ARTICLE XIII   MISCELLANEOUS PROVISIONS..........................................................................138
    SECTION 13.01      Amendment.................................................................................138
    SECTION 13.02      Recordation of Agreement; Counterparts....................................................139
    SECTION 13.03      Limitation on Rights of Certificateholders................................................140
    SECTION 13.04      Governing Law.............................................................................140
    SECTION 13.05      Notices...................................................................................141
    SECTION 13.06      Severability of Provisions................................................................141


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    SECTION 13.07      Notice to Rating Agencies.................................................................141
    SECTION 13.08      Article and Section References............................................................142
    SECTION 13.09      Grant of Security Interest................................................................142
    SECTION 13.10      Intention of Parties......................................................................143
    SECTION 13.11      Assignment................................................................................143
    SECTION 13.12      Inspection and Audit Rights...............................................................144
    SECTION 13.13      Certificates Nonassessable and Fully Paid.................................................144
    SECTION 13.14      Perfection Representations................................................................144
    SECTION 13.15      Notice to Holder of Class CE Certificate..................................................144

ARTICLE XIV    RIGHTS OF THE CLASS CE CERTIFICATEHOLDER..........................................................144
    SECTION 14.01      Reports and Notices.......................................................................144
    SECTION 14.02      Class CE Certificateholder's Directions With Respect to Defaulted Mortgage Loans..........146


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Exhibits
-----------

Exhibit A-1        Form of Class A-1 Certificates
Exhibit A-2        Form of Class A-2 Certificates
Exhibit A-3        Form of Class A-3 Certificates
Exhibit A-4        Form of Class A-4 Certificates
Exhibit A-5        Form of Class M-1 Certificates
Exhibit A-6        Form of Class M-2 Certificates
Exhibit A-7        Form of Class M-3 Certificates
Exhibit A-8        Form of Class M-4 Certificates
Exhibit A-9        Form of Class M-5 Certificates
Exhibit A-10       Form of Class M-6 Certificates
Exhibit A-11       Form of Class M-7 Certificates
Exhibit A-12       Form of Class M-8 Certificates
Exhibit A-13       Form of Class M-9 Certificates
Exhibit A-14       Form of Class M-10 Certificates
Exhibit A-15       Form of Class CE Certificate
Exhibit A-16       Form of Class P Certificate
Exhibit A-17       Form of Class R-I Certificate
Exhibit A-18       Form of Class R-II Certificate
Exhibit B          [Reserved]
Exhibit C-1        Form of Trustee's Initial Certification
Exhibit C-2        Form of Trustee's Final Certification
Exhibit D          Form of Mortgage Loan Purchase Agreement
Exhibit E          Request for Release
Exhibit F-1        Form of Transferor Representation Letter and Form of
                   Transferee Representation Letter in Connection with
                   Transfer of the Private Certificates Pursuant to Rule
                   144A Under the 1933 Act
Exhibit F-2        Form of Transfer Affidavit and Agreement and Form of
                   Transferor Affidavit in Connection with Transfer of
                   Residual Certificates
Exhibit G          Form of Certification with respect to ERISA and the Code
Exhibit H          Form of Lost Note Affidavit
Exhibit I-1        Form of Sarbanes Certification
Exhibit I-2        Form of Certification to be Provided to Servicer by the
                   Trustee
Exhibit J          Form Servicing Criteria to be Addressed in Assessment of
                   Compliance
Exhibit K          Form of Cap Contract
Exhibit L          Form of Report Pursuant to Section 13.01

Schedule 1         Mortgage Loan Schedule
Schedule 2         Prepayment Charge Schedule
Schedule 3         Perfection Representations, Warranties and Covenants
Schedule 4         Standard File Layout Data Elements

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      This Pooling and Servicing Agreement, is dated and effective as of June 1,
2006, among STANWICH ASSET ACCEPTANCE COMPANY, L.L.C. as Depositor, FREMONT
INVESTMENT & LOAN as Servicer and WELLS FARGO BANK, N.A. as Trustee.

                             PRELIMINARY STATEMENT:

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

                                     REMIC I

      As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the Mortgage Loans and certain other related assets (other
than any Servicer Prepayment Charge Payment Amounts, the Net WAC Rate Carryover
Reserve Account and the Cap Contracts) subject to this Agreement as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC I." The Class R-I Interest will be the sole class of
"residual interests" in REMIC I for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the REMIC I
Remittance Rate, the initial Uncertificated Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated.



                          REMIC I                     INITIAL                 LATEST POSSIBLE
  DESIGNATION         REMITTANCE RATE          UNCERTIFICATED BALANCE         MATURITY DATE(1)
----------------   ---------------------   -----------------------------    ----------------------

    I-LTAA             Variable (2)              $1,148,402,342.77                July 2036
    I-LTA1             Variable (2)                  $4,673,010                   July 2036
    I-LTA2             Variable (2)                  $1,936,440                   July 2036
    I-LTA3             Variable (2)                  $1,457,110                   July 2036
    I-LTA4             Variable (2)                   $470,290                    July 2036
    I-LTM1             Variable (2)                   $480,450                    July 2036
    I-LTM2             Variable (2)                   $445,300                    July 2036
    I-LTM3             Variable (2)                   $269,520                    July 2036
    I-LTM4             Variable (2)                   $264,090                    July 2036
    I-LTM5             Variable (2)                   $234,370                    July 2036
    I-LTM6             Variable (2)                   $210,930                    July 2036
    I-LTM7             Variable (2)                   $199,210                    July 2036
    I-LTM8             Variable (2)                   $175,780                    July 2036
    I-LTM9             Variable (2)                   $134,760                    July 2036
    I-LTM10            Variable (2)                   $146,480                    July 2036
    I-LTZZ             Variable (2)                $12,357,046.55                 July 2036
     I-LTP             Variable (2)                     $100                      July 2036


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

(2)   Calculated in accordance with the definition of "REMIC I Remittance Rate"
      herein.

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                                    REMIC II

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



                                                     INITIAL AGGREGATE
                                                   CERTIFICATE PRINCIPAL      LATEST POSSIBLE MATURITY
    DESIGNATION           PASS-THROUGH RATE               BALANCE                      DATE(1)
------------------     ----------------------   -------------------------    --------------------------

   Class A-1(2)              Variable(2)                467,301,000                 July 25, 2031
   Class A-2(2)              Variable(2)                193,644,000                 July 25, 2035
   Class A-3(2)              Variable(2)                145,711,000                April 25, 2036
   Class A-4(2)              Variable(2)                 47,029,000                April 25, 2036
   Class M-1(2)              Variable(2)                 48,045,000                 July 25, 2036
   Class M-2(2)              Variable(2)                 44,530,000                 July 25, 2036
   Class M-3(2)              Variable(2)                 26,952,000                 July 25, 2036
   Class M-4(2)              Variable(2)                 24,609,000                 July 25, 2036
   Class M-5(2)              Variable(2)                 23,437,000                 July 25, 2036
   Class M-6(2)              Variable(2)                 21,093,000                 July 25, 2036
   Class M-7(2)              Variable(2)                 19,921,000                 July 25, 2036
   Class M-8(2)              Variable(2)                 17,578,000                 July 25, 2036
   Class M-9(2)              Variable(2)                 13,476,000                 July 25, 2036
   Class M-10(2)             Variable(2)                 14,648,000                 July 25, 2036
    Class CE(3)              Variable(4)               63,865,127.33                     N/A
      Class P                  N/A(5)                       $100                         N/A


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

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

(3)   The Class CE Certificates will be comprised of two REMIC II Regular
      Interests, a principal only regular interest designated REMIC II Regular
      Interest CE-PO and an interest only regular interest designated REMIC II
      Regular Interest CE-IO, each of which will be entitled to distributions as
      set forth herein.

(4)   The Class CE Certificates will accrue interest at its variable
      Pass-Through Rate on the Notional Amount of the Class CE-IO outstanding
      from time to time which notional amount shall equal the aggregate
      Uncertificated Balance of the REMIC I Regular Interests. The Class CE
      Certificates will not accrue interest on its Certificate Principal
      Balance.

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

      As of the Cut-off Date, the Mortgage Loans had an aggregate Stated
Principal Balance equal to $1,171,839,227.32.

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

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                                    ARTICLE I

                               DEFINITIONS; USAGE

      SECTION 1.01 Defined Terms. Whenever used in this Agreement, including,
without limitation, in the Preliminary Statement hereto, the following words and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations
described herein shall be made on the basis of a 360-day year consisting of
twelve 30-day months.

      "Accepted Servicing Practices": The servicing standards set forth in
Section 3.01.

      "Accrued Certificate Interest": With respect to any Class A Certificate,
Mezzanine Certificate and the Class CE Certificates and each Distribution Date,
interest accrued during the related Interest Accrual Period at the Pass-Through
Rate for such Certificate for such Distribution Date on the Certificate
Principal Balance, in the case of the Class A Certificates and the Mezzanine
Certificates, or on the Notional Amount, in the case of the Class CE
Certificates, of such Certificate immediately prior to such Distribution Date.
The Class P Certificates are not entitled to distributions in respect of
interest and, accordingly, will not accrue interest. All distributions of
interest on the Class A Certificates and the Mezzanine Certificates will be
calculated on the basis of a 360-day year and the actual number of days in the
applicable Interest Accrual Period. All distributions of interest on the Class
CE Certificates will be based on a 360-day year consisting of twelve 30-day
months. Accrued Certificate Interest with respect to each Distribution Date, as
to any Class A Certificate, Mezzanine Certificate or the Class CE Certificates,
shall be reduced by an amount equal to the portion allocable to such Certificate
pursuant to Section 1.02 hereof of the sum of (a) the aggregate Prepayment
Interest Shortfall, if any, for such Distribution Date to the extent not covered
by payments pursuant to Section 3.24 and (b) the aggregate amount of any Relief
Act Interest Shortfall, if any, for such Distribution Date. In addition, Accrued
Certificate Interest with respect to each Distribution Date, as to the Class CE
Certificates, shall be reduced by an amount equal to the portion allocable to
the Class CE Certificates of Realized Losses, if any, pursuant to Section 4.04
hereof.

      "Additional Form 10-D Disclosure" has the meaning set forth in Section
4.06(a).

      "Additional Form 10-K Disclosure" has the meaning set forth in Section
4.06(b).

      "Additional Servicer" means (i) each affiliated servicer meeting the
requirements of Item 1108(a)(2)(ii) of Regulation AB that services any of the
Mortgage Loans, and (ii) each unaffiliated servicer meeting the requirements of
Item 1108(a)(2)(iii) of Regulation AB (other than the Trustee), who services 10%
or more of the Mortgage Loans.

      "Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans identified on
the Mortgage Loan Schedule as having a Mortgage Rate that is subject to
adjustment.

      "Adjustment Date": With respect to each Adjustable-Rate Mortgage Loan, the
first day of the month in which the Mortgage Rate of such Mortgage Loan changes
pursuant to the related

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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 Schedule.

      "Advance": As to any Mortgage Loan or REO Property, any advance made by
the Servicer in respect of any Distribution Date pursuant to Section 4.03.

      "Advance Facility": As defined in Section 3.26(a).

      "Advance Facility Trustee": As defined in Section 3.26(b).

      "Advancing Person": As defined in Section 3.26(a) hereof.

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

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

      "Allocated Realized Loss Amount": With respect to any Distribution Date
and any Class of Class A Certificates or Mezzanine Certificates, an amount equal
to (x) the sum of (i) any Realized Losses allocated to such Class of
Certificates on such Distribution Date and (ii) the amount of any Allocated
Realized Loss Amount for such Class of Certificates remaining unpaid from the
previous Distribution Date minus (y) the amount of the increase in the related
Certificate Principal Balance due to the receipt of Subsequent Recoveries as
provided in Section 4.01.

      "Assignment": An assignment of Mortgage, notice of transfer or equivalent
instrument, in recordable form (excepting therefrom, if applicable, the mortgage
recordation information which has not been required pursuant to Section 2.01
hereof or returned by the applicable recorder's office), which is sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage, which assignment, notice
of transfer or equivalent instrument may be in the form of one or more blanket
assignments covering Mortgages secured by Mortgaged Properties located in the
same county, if permitted by law.

      "Available Distribution Amount": With respect to any Distribution Date, an
amount equal to (1) the sum of (a) the aggregate of the amounts on deposit in
the Custodial Account and Certificate Account as of the close of business on the
related Determination Date, (b) the aggregate of any amounts received in respect
of an REO Property withdrawn from any REO Account and deposited in the
Certificate Account for such Distribution Date pursuant to Section 3.23, (c) the
aggregate of any amounts deposited in the Certificate Account by the Servicer in
respect of Prepayment Interest Shortfalls for such Distribution Date pursuant to
Section 3.24, (d) the aggregate of any Advances made by the Servicer for such
Distribution Date pursuant to

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Section 4.03 and (e) the aggregate of any Advances made by the Trustee as
successor Servicer or any other successor Servicer for such Distribution Date
pursuant to Section 7.02, reduced (to not less than zero), by (2) the portion of
the amount described in clause (1)(a) above that represents (i) Monthly Payments
on the Mortgage Loans received from a Mortgagor on or prior to the Determination
Date but due during any Due Period subsequent to the related Due Period, (ii)
Principal Prepayments on the Mortgage Loans received after the related
Prepayment Period (together with any interest payments received with such
Principal Prepayments to the extent they represent the payment of interest
accrued on the Mortgage Loans during a period subsequent to the related
Prepayment Period) (other than Prepayment Charges), (iii) Liquidation Proceeds
and Insurance Proceeds received in respect of the Mortgage Loans after the
related Prepayment Period, (iv) amounts reimbursable or payable to the
Depositor, the Servicer, the Trustee, the Seller or any Sub-Servicer pursuant to
Section 3.11, Section 3.12, Section 8.05 or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (v) the Trustee Fee payable from the
Certificate Account pursuant to Section 8.05, (vi) amounts deposited in the
Custodial Account or the Certificate Account in error and (vii) the amount of
any Prepayment Charges collected by the Servicer in connection with the
Principal Prepayment of any of the Mortgage Loans or any Servicer Prepayment
Charge Payment Amount.

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

      "Bankruptcy Loss": With respect to any Mortgage Loan, a Realized Loss
resulting from a Deficient Valuation or Debt Service Reduction.

      "Bloomberg": As defined in Section 4.02.

      "Book-Entry Certificate": The Class A Certificates and the Mezzanine
Certificates for so long as the Certificates of such Class shall be registered
in the name of the Depository or its nominee.

      "Book-Entry Custodian": The custodian appointed pursuant to Section 5.01.

      "Business Day": Any day other than a Saturday, a Sunday or a day on which
banking or savings and loan institutions in the State of California, the State
of New York or in 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 Contracts": Collectively, the Class A Cap Contract and the Mezzanine
Cap Contract.

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

      "Certificate": Any one of the Carrington Mortgage Loan Trust, Series
2006-FRE1 Asset-Backed Pass-Through Certificates, Class A-1, Class A-2, Class
A-3, Class A-4, Class M-1, Class

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M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
M-9, Class M-10, Class CE, Class P and Class R issued under this Agreement.

      "Certificate Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.10(b), which shall be entitled
"Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of
Carrington Mortgage Loan Trust, Series 2006-FRE1 Asset-Backed Pass-Through
Certificates." The Certificate Account must be an Eligible Account.

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

      "Certificateholder" or "Holder": The Person in whose name a Certificate is
registered in the Certificate Register, except that a Disqualified Organization
or a Non-United States Person shall not be a Holder of a Residual Certificate
for any purpose hereof and, solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the
Depositor or the Servicer or any Affiliate thereof shall be deemed not to be
outstanding and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent has been obtained, except as otherwise
provided in Section 13.01. The Trustee may conclusively rely upon a certificate
of the Depositor or the Servicer in determining whether a Certificate is held by
an Affiliate thereof. All references herein to "Holders" or "Certificateholders"
shall reflect the rights of Certificate Owners as they may indirectly exercise
such rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.

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

      "Certificate Principal Balance": With respect to each Class A Certificate,
Mezzanine Certificate or Class P Certificate as of any date of determination,
the Certificate Principal Balance of such Certificate on the Distribution Date
immediately prior to such date of determination plus any Subsequent Recoveries
added to the Certificate Principal Balance of such Certificate pursuant to
Section 4.01, minus all distributions allocable to principal made thereon and,
in the case of the Class A Certificates and the Mezzanine Certificates, Realized
Losses allocated thereto on such immediately prior Distribution Date (or, in the
case of any date of

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determination up to and including the first Distribution Date, the initial
Certificate Principal Balance of such Certificate, as stated on the face
thereof). With respect to the Class CE Certificates as of any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate
Principal Balance of the Class A Certificates, the Mezzanine Certificates and
the Class P Certificates then outstanding.

      "Certificate Register": The register maintained pursuant to Section 5.02.

      "Class": Collectively, all of the Certificates bearing the same class
designation.

      "Class A Cap Contract": The cap contract, dated as of the Closing Date,
between the Trustee on behalf of the Trust and the counterparty thereunder for
the benefit of the Holders of the Class A Certificates in the form attached
hereto as Exhibit K.

      "Class A-1 Certificates": Any one of the Class A-1 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-1 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Class A Cap Contract to the extent described herein.

      "Class A-2 Certificates": Any one of the Class A-2 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Class A Cap Contract to the extent described herein.

      "Class A-3 Certificates": Any one of the Class A-3 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-3 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Class A Cap Contract to the extent described herein.

      "Class A-4 Certificates": Any one of the Class A-4 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-4 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Class A Cap Contract to the extent described herein.

      "Class A Certificates": Collectively, the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates and the Class A-4
Certificates.

      "Class A Principal Distribution Amount": With respect to any Distribution
Date, the excess of (x) the aggregate Certificate Principal Balance of the Class
A Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) the applicable Subordination Percentage and (ii) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period and (B) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period over the Overcollateralization Floor Amount.

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      "Class CE Certificate": Any one of the Class CE Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-15 and evidencing two Regular Interests in REMIC II for
purposes of the REMIC Provisions.

      "Class M-1 Certificate": Any one of the Class M-1 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-5 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Mezzanine Cap Contract to the extent described herein.

      "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A 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) the applicable Subordination Percentage and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period and (B) the excess, if any, of the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period over the
Overcollateralization Floor Amount.

      "Class M-2 Certificate": Any one of the Class M-2 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-6 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Mezzanine Cap Contract to the extent described herein.

      "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution 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) the applicable
Subordination Percentage and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period and (B) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period over the Overcollateralization Floor
Amount.

      "Class M-3 Certificate": Any one of the Class M-3 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-7 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Mezzanine Cap Contract to the extent described herein.

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      "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution 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
distribution 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) the applicable Subordination Percentage and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period and (B) the excess, if any, of the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period over the
Overcollateralization Floor Amount.

      "Class M-4 Certificate": Any one of the Class M-4 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-8 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Mezzanine Cap Contract to the extent described herein.

      "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution 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
distribution 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 distribution 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) the applicable Subordination
Percentage and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period over the Overcollateralization Floor Amount.

      "Class M-5 Certificate": Any one of the Class M-5 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-9 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Mezzanine Cap Contract to the extent described herein.

      "Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after

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taking into account the distribution 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 distribution 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 distribution 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) the applicable Subordination Percentage and (ii) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period and (B) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period over the Overcollateralization Floor Amount.

      "Class M-6 Certificate": Any one of the Class M-6 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-10 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Mezzanine Cap Contract to the extent described herein.

      "Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution 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
distribution 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 distribution 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
distribution 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 distribution 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) the applicable
Subordination Percentage and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period and (B) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period over the Overcollateralization Floor
Amount.

      "Class M-7 Certificate": Any one of the Class M-7 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-11 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Mezzanine Cap Contract to the extent described herein.

      "Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after

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taking into account the distribution 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 distribution 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 distribution 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 distribution 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
distribution 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 distribution 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) the applicable
Subordination Percentage and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period and (B) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period over the Overcollateralization Floor
Amount.

      "Class M-8 Certificate": Any one of the Class M-8 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-12 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Mezzanine Cap Contract to the extent described herein.

      "Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution 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
distribution 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 distribution 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
distribution 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 distribution 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
distribution 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 distribution 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) the applicable
Subordination Percentage and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period and (B) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period over the Overcollateralization Floor
Amount.

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      "Class M-9 Certificate": Any one of the Class M-9 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-13 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Mezzanine Cap Contract to the extent described herein.

      "Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution 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
distribution 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 distribution 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
distribution 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 distribution 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
distribution 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 distribution 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
distribution 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) the applicable Subordination Percentage and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period and (B) the excess, if any, of the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period over the
Overcollateralization Floor Amount.

      "Class M-10 Certificate": Any one of the Class M-10 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-14 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments under
the Mezzanine Cap Contract to the extent described herein.

      "Class M-10 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution 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
distribution 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 distribution of the Class M-3 Principal
Distribution Amount on such

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Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the distribution 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
distribution 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 distribution 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
distribution 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 distribution 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
distribution of the Class M-9 Principal Distribution Amount on such Distribution
Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) the applicable Subordination Percentage and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period and (B) the excess, if any, of the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period over the
Overcollateralization Floor Amount.

      "Class P Certificate": Any one of the Class P Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-16 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.

      "Class R Certificate": Any one of the Class R Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-17 and Exhibit A-18 evidencing the ownership of the Class
R-I Interest and the Class R-II Interest, respectively.

      "Class R-I Interest": The uncertificated Residual Interest in REMIC I.

      "Class R-II Interest": The uncertificated Residual Interest in REMIC II.

      "Closing Date": June 28, 2006.

      "Code": The Internal Revenue Code of 1986, as amended.

      "Commission": The Securities and Exchange Commission.

      "Controlling Person" means, with respect to any Person, any other Person
who "controls" such Person within the meaning of the Securities Act.

      "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 Agreement is located at (i) for purposes of the
transfer and exchange of the certificates, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust Services -
Carrington 2006-FRE1, and (ii) for all other purposes, 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Client Manager - Carrington 2006-FRE1.

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      "Corresponding Certificate": With respect to each REMIC I Regular Interest
set forth below, the Regular Certificate set forth in the table below:

             REMIC I REGULAR INTEREST             CERTIFICATE
           -----------------------------------------------------
                      I-LTA1                       Class A-1
                      I-LTA2                       Class A-2
                      I-LTA3                       Class A-3
                      I-LTA4                       Class A-4
                      I-LTM1                       Class M-1
                      I-LTM2                       Class M-2
                      I-LTM3                       Class M-3
                      I-LTM4                       Class M-4
                      I-LTM5                       Class M-5
                      I-LTM6                       Class M-6
                      I-LTM7                       Class M-7
                      I-LTM8                       Class M-8
                      I-LTM9                       Class M-9
                      I-LTM10                     Class M-10
                       I-LTP                        Class P

      "Credit Enhancement Percentage": For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the sum of the aggregate
Certificate Principal Balance of the Mezzanine Certificates and the Class CE
Certificates, calculated after taking into account payments of principal on the
Mortgage Loans and distribution of the Principal Distribution Amount to the
Holders of the Certificates then entitled to distributions of principal on such
Distribution Date, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period).

      "Credit Support Depletion Date": The first Distribution Date on which the
Certificate Principal Balances of the Mezzanine Certificates and the Class CE
Certificates have been reduced to zero.

      "Custodial Account": The account or accounts created and maintained, or
caused to be created and maintained, by the Servicer pursuant to Section
3.10(a), which shall be entitled "Fremont Investment & Loan, as Servicer for
Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of
Carrington Mortgage Loan Trust, Series 2006-FRE1, Asset-Backed Pass-Through
Certificates." The Custodial Account must be an Eligible Account.

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

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proceeding under the Bankruptcy Code, except such a reduction resulting from a
Deficient Valuation.

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

      "Definitive Certificates": As defined in Section 5.01(b).

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

      "Delinquency Percentage": As of the last day of the related Due Period,
the percentage equivalent of a fraction, the numerator of which is the Rolling
Three-Month Delinquency Average of the Mortgage Loans plus the aggregate unpaid
principal balance of the Mortgage Loans that, as of the last day of the previous
calendar month, are in foreclosure, have been converted to REO Properties or
have been discharged by reason of bankruptcy, and the denominator of which is
the aggregate unpaid principal balance of the Mortgage Loans and REO Properties
as of the last day of the previous calendar month; provided, however, that any
Mortgage Loan purchased by the Servicer pursuant to Section 3.16(c) shall not be
included in either the numerator or the denominator for purposes of calculating
the Delinquency Percentage.

      "Depositor": Stanwich Asset Acceptance Company, L.L.C., a Delaware limited
liability company, or its successor in interest.

      "Depository": The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository, for purposes of
registering those Certificates that are to be Book-Entry Certificates, is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act.

      "Depository Institution": Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations (or,
in the case of a depository institution that is the principal subsidiary of a
holding company, such holding company has unsecured commercial paper or other
short-term unsecured debt obligations) that are rated at least P-1 by Moody's,
F-1 by Fitch (if rated by Fitch) and A-1+ by S&P.

      "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.

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      "Determination Date": With respect to each Distribution Date, the 15th day
of the calendar month in which such Distribution Date occurs or, if such 15th
day is not a Business Day, the Business Day immediately preceding such 15th day.

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

      "Disqualified Organization": Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, including, if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) any foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) an "electing large partnership" and (vi) any other Person as set
forth in an Opinion of Counsel delivered to the Trustee and the Depositor to the
effect that the holding of an Ownership Interest in a Residual Certificate by
such Person may cause any Trust REMIC or any Person having an Ownership Interest
in any Class of Certificates (other than such Person) to incur a liability for
any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Residual Certificate to such
Person. The terms "United States," "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions.

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

      "Due Date": With respect to each Mortgage Loan and any Distribution Date,
the first day of the calendar month in which such Distribution Date occurs on
which the Monthly Payment for such Mortgage Loan was due (or, in the case of any
Mortgage Loan under terms of which the Monthly Payment for such Mortgage Loan
was due on a day other than the first day of the calendar month in which such
Distribution Date occurs, the day during the related Due Period on which such
Monthly Payment was due), in each case exclusive of any days of grace.

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

      "EDGAR": As defined in Section 4.06.

      "Eligible Account": Any of (i) an account or accounts maintained with a
Depository Institution, (ii) an account or accounts the deposits in which are
fully insured by the FDIC or (iii) a segregated non-interest bearing trust
account or accounts maintained with the corporate trust department of a federal
depository institution or state-chartered depository institution subject to
regulations regarding fiduciary funds on deposit similar to Title 12 of the Code
of Federal Regulation Section 9.10(b), which, in either case, has corporate
trust powers, acting in its fiduciary capacity.

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

      "Escrow Payments": As defined in Section 3.09.

      "Excess Overcollateralized Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the
excess, if any, of (i) the Overcollateralization Amount for such Distribution
Date (calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed) over (ii) the
Overcollateralization Target Amount for such Distribution Date.

      "Exchange Act": As defined in Section 4.06.

      "Expense Adjusted Mortgage Rate": With respect to any Mortgage Loan (or
the related REO Property), as of any date of determination, a per annum rate of
interest equal to the then applicable Mortgage Rate thereon as of the first day
of the related Due Period minus the sum of (i) the Trustee Fee Rate and (ii) the
Servicing Fee Rate.

      "Extraordinary Trust Fund Expense": Any amounts reimbursable to the
Trustee or any director, officer, employee or agent of the Trustee from the
Trust Fund pursuant to Section 8.05 or Section 10.01(c) and any amounts payable
from the Certificate Account in respect of taxes pursuant to Section
10.01(g)(iii) and any costs of the Trustee for the recording of the Assignments
pursuant to Section 2.01 (to the extent the Seller is unable to pay such costs).

      "Fannie Mae": Fannie Mae, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.

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

      "Final Recovery Determination": With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Responsible Party, the Depositor or the Servicer pursuant to or as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01), a determination
made by the Servicer that all Insurance

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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, or its successor in interest.

      "Fixed-Rate Mortgage Loan": Each of the Mortgage Loans identified on the
Mortgage Loan Schedule as having a fixed Mortgage Rate.

      "Formula Rate": For any Distribution Date and the Class A Certificates and
the Mezzanine Certificates, One-Month LIBOR plus the related Margin.

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

      "Gross Margin": With respect to each Adjustable-Rate Mortgage Loan, the
fixed percentage 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 Rate for such Adjustable-Rate
Mortgage Loan.

      "Highest Priority": As of any date of determination, the Class of
Mezzanine Certificates then outstanding with a Certificate Principal Balance
greater than zero, with the highest priority for payments pursuant to Section
4.01, in the following order: 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 M-10 Certificates.

      "Indenture": An indenture relating to the issuance of notes secured by the
Class CE Certificates, the Class P Certificates and/or the Class R Certificates
(or any portion thereof).

      "Independent": When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor, the Servicer, the Seller
and their respective Affiliates, (ii) does not have any direct financial
interest in or any material indirect financial interest in the Depositor, the
Servicer, the Seller or any Affiliate thereof, and (iii) is not connected with
the Depositor, the Servicer, the Seller or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be
Independent of the Depositor, the Servicer, the Seller or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor, the Servicer, the Seller 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 REMIC I within the
meaning of Section 856(d)(3) of the Code if REMIC I were a real estate
investment trust (except that the ownership tests set forth in that section
shall be considered to be met by any Person that owns, directly or indirectly,
35% or more of any Class of Certificates), so long as REMIC I does not receive
or derive any income

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from such Person and provided that the relationship between such Person and
REMIC I is at arm's length, all within the meaning of Treasury Regulation
Section 1.856-4(b)(5), or (ii) any other Person (including the Servicer) if the
Trustee has received an Opinion of Counsel to the effect that the taking of any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code
(determined without regard to the exception applicable for purposes of Section
860D(a) of the Code), or cause any income realized in respect of such REO
Property to fail to qualify as Rents from Real Property.

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

      "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
Class A Certificates and the Mezzanine Certificates, the period commencing on
the Distribution Date of the month immediately preceding the month in which such
Distribution Date occurs (or, in the case of the first Distribution Date,
commencing on the Closing Date) and ending on the day preceding such
Distribution Date. With respect to any Distribution Date and the Class CE
Certificates and the REMIC I Regular Interests, the one-month period ending on
the last day of the calendar month preceding the month in which such
Distribution Date occurs.

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

      "Interest Determination Date": With respect to the Class A Certificates,
the Mezzanine Certificates, REMIC I Regular Interest I-LTA1, REMIC I Regular
Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest
I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC
I Regular Interest I-LTM10 and any Interest Accrual Period therefor, the second
London Business Day preceding the commencement of such Interest Accrual Period.

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

      "Interest Remittance Amount": For any Distribution Date, that portion of
the Available Distribution Amount for the related Distribution Date that
represents interest received or advanced on the Mortgage Loans.

      "Investment Account": As defined in Section 3.12.

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

      "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is
removed from REMIC I, by reason of its being purchased, sold or replaced
pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 9.01.
With respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property; or (ii) such REO
Property is removed from REMIC I by reason of its being purchased pursuant to
Section 9.01.

      "Liquidation Proceeds": The amount (other than Insurance Proceeds or
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, (ii) the liquidation of a defaulted Mortgage Loan through a
trustee's sale, foreclosure sale or otherwise, or (iii) the repurchase,
substitution or sale of a Mortgage Loan or an REO Property pursuant to or as
contemplated by Section 2.03, Section 3.16(c), Section 3.23 or Section 9.01.

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

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

      "Margin": With respect to each class of the Class A Certificates and
Mezzanine Certificates and, for purposes of the Marker Rate and the Maximum
I-LTZZ Uncertificated Interest Deferral Amount, the specified REMIC I Regular
Interest, as follows:

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         Class       REMIC I Regular Interest                 Margin
      ----------     ------------------------    ----------------------------
                                                   (1) (%)           (2) (%)
                                                 -----------      -----------
          A-1                 I-LTA1                0.065%            0.130%
          A-2                 I-LTA2                0.110%            0.220%
          A-3                 I-LTA3                0.150%            0.300%
          A-4                 I-LTA4                0.250%            0.500%
          M-1                 I-LTM1                0.300%            0.450%
          M-2                 I-LTM2                0.330%            0.495%
          M-3                 I-LTM3                0.340%            0.510%
          M-4                 I-LTM4                0.400%            0.600%
          M-5                 I-LTM5                0.430%            0.645%
          M-6                 I-LTM6                0.500%            0.750%
          M-7                 I-LTM7                0.950%            1.425%
          M-8                 I-LTM8                1.150%            1.725%
          M-9                 I-LTM9                1.900%            2.850%
          M-10               I-LTM10                2.150%            3.225%

      _______________
      (1)   For each Interest Accrual Period for each Distribution Date on or
            prior to the Optional Termination Date.

      (2)   For each Interest Accrual Period thereafter.

      "Marker Rate": With respect to the Class CE Certificates or the REMIC II
Regular Interest CE-IO and any Distribution Date, a per annum rate equal to two
(2) multiplied by the weighted average of the REMIC I Remittance Rates for the
REMIC I Regular Interests (other than REMIC I Regular Interest I-LTP and REMIC I
Regular Interest I-LTAA), with the rate on each such REMIC I Regular Interest
(other than REMIC I Regular Interest I-LTZZ) subject to a cap equal to the
Pass-Through Rate for the related Corresponding Certificate and with the rate on
REMIC I Regular Interest I-LTZZ subject to a cap of zero, in each case for
purposes of this calculation; provided, however, each cap shall be multiplied by
a fraction, the numerator of which is the actual number of days elapsed in the
related Interest Accrual Period and the denominator of which is 30.

      "Maximum I-LTZZ Uncertificated Interest Deferral Amount": With respect to
any Distribution Date, the excess of (i) accrued interest at the REMIC I
Remittance Rate applicable to REMIC I Regular Interest I-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC I
Regular Interest I-LTZZ minus the REMIC I Overcollateralized Amount, in each
case for such Distribution Date, over (ii) Uncertificated Interest on REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular
Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10 for
such Distribution Date, with the rate on each such REMIC I Regular Interest
subject to a cap equal to the lesser of (i) One-Month LIBOR plus the related
Margin for the related Corresponding Certificate and (ii) the Net WAC
Pass-Through Rate for the related Corresponding Certificate; provided, however,
each cap shall be multiplied by a fraction, the numerator of which is the actual
number of days elapsed in the related Interest Accrual Period and the
denominator of which is 30.

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

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      "Mezzanine Cap Contract": The cap contract between the Trustee on behalf
of the Trust and the counterparty thereunder for the benefit of the Holders of
the Mezzanine Certificates in the form attached hereto as Exhibit K.

      "Mezzanine Certificates": Collectively, the Class M-1 Certificates, the
Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7
Certificates, the Class M-8 Certificates, the Class M-9 Certificates and the
Class M-10 Certificates.

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

      "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; (b) without giving effect to any extension granted or agreed to by
the Servicer pursuant to Section 3.07 and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.

      "Moody's": Moody's Investors Service, Inc., or its successor in interest.

      "Mortgage": With respect to each Mortgage Note, the mortgage, deed of
trust or other instrument creating a first lien 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 Loan": Each mortgage loan transferred and assigned to the
Trustee and delivered to the Trustee pursuant to Section 2.01 or Section 2.03(b)
of this Agreement, as held from time to time as a part of the Trust Fund, the
Mortgage Loans so held being identified in the Mortgage Loan Schedule.

      "Mortgage Loan Purchase Agreement": The agreement among the Seller, the
Responsible Party and the Depositor, regarding the sale of the Mortgage Loans by
the Seller to the Depositor, substantially in the form of Exhibit D annexed
hereto.

      "Mortgage Loan Schedule": As of any date, the list of Mortgage Loans
included in REMIC I on such date, attached hereto as Schedule 1. The Mortgage
Loan Schedule shall set forth the following information with respect to each
Mortgage Loan:

            (i)       the Mortgage Loan identifying number;

            (ii)      the mortgagor's first and last name;

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

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

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

            (vi)      the original months to maturity;

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

            (viii)    with respect to each Mortgage Loan secured by a first
      lien, the Loan-to-Value Ratio at origination;

            (ix)      with respect to each Mortgage Loan secured by a second
      lien, the combined Loan-to-Value Ratio at origination;

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

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

            (xii)     the stated maturity date;

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

            (xiv)     the amount of the Monthly Payment due on the first Due
      Date after the Cut-off Date;

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

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

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

            (xviii)   with respect to each Adjustable-Rate Mortgage Loan, the
      Adjustment Dates, the Gross Margin, the Maximum Mortgage Rate, the Minimum
      Mortgage Rate, the Periodic Rate Cap, the maximum first Adjustment Date
      Mortgage Rate adjustment, the first Adjustment Date immediately following
      the origination date and the rounding code (i.e., nearest 0.125%, next
      highest 0.125%);

            (xix)     a code indicating the purpose of the Mortgage Loan (i.e.,
      purchase financing, Rate/Term Refinancing, Cash-Out Refinancing);

            (xx)      the Mortgage Rate at origination;

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

            (xxii)    a code indicating whether the Mortgage Loan is an
      Adjustable Rate Mortgage Loan or a Fixed Rate Mortgage Loan;

            (xxiii)   a code indicating the documentation program (i.e., Full
      Documentation, Limited Documentation, Stated Income Documentation);

            (xxiv)    the risk grade;

            (xxv)     the Value of the Mortgaged Property;

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

            (xxvii)   the actual unpaid principal balance of the Mortgage Loan
      as of the Cut-off Date;

            (xxviii)  the type and term of the related Prepayment Charge;

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

            (xxx)     the program code;

            (xxxi)    the total amount of points and fees charged such Mortgage
      Loan;

            (xxxii)   the mortgagor's debt to income ratio;

            (xxxiii)  a code indicating whether the Mortgaged Property is
      subject to a first lien or a second lien;

            (xxxiv)   a code indicating the credit score of the mortgagor at the
      time of origination of the Mortgage Loan;

            (xxxv)    the Mortgage Loan's payment history;

            (xxxvi)   a code indicating the type of appraisal (i.e. checklist,
      drive-by, desk, full, etc.);

            (xxxvii)  a code indicating if the Mortgage Loan is an interest-only
      Mortgage Loan (and if for any Mortgage Loan the term is other than 5
      years, a code indicating the term of the interest-only period of such
      Mortgage Loan);

            (xxxviii) the mortgagor's income at origination;

            (xxxix)   the amortized original term to maturity as of the Cut-off
      Date;

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            (xl)      with respect to each Adjustable Rate Mortgage Loan, a code
      indicating the frequency of adjustment of the related Mortgage Rate;

            (xli)     the number of units in the related Mortgaged Property;

            (xlii)    a code indicating whether the related Mortgagor is
      self-employed; and

            (xliii)   a code indicating the credit grade.

      The Mortgage Loan Schedule shall set forth the following information with
respect to the Mortgage Loans in the aggregate as of the Cut-off Date:

            (1)       the number of Mortgage Loans;

            (2)       the current Stated Principal Balance of the Mortgage
                      Loans;

            (3)       the weighted average Mortgage Rate of the Mortgage Loans;

            (4)       weighted average maturity of the Mortgage Loans; and

            (5)       the delinquency status as of the Cut-off Date.

      The Mortgage Loan Schedule shall be amended from time to time by the
Depositor in accordance with the provisions of this Agreement. With respect to
any Qualified Substitute Mortgage Loan, the Cut-off Date shall refer to the
related Cut-off Date for such Mortgage Loan, determined in accordance with the
definition of Cut-off Date herein.

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

      "Mortgage Pool": The pool of Mortgage Loans, identified on Schedule 1 and
existing from time to time thereafter, and any REO Properties acquired in
respect thereof.

      "Mortgage Rate": With respect to each Mortgage Loan, the annual rate at
which interest accrues on such Mortgage Loan from time to time in accordance
with the provisions of the related Mortgage Note, which rate (i) with respect to
each Fixed-Rate Mortgage Loan shall remain constant at the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the
Cut-off Date and (ii) with respect to the Adjustable-Rate Mortgage Loans, (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 Mortgage Loan Schedule as the
Mortgage 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 equal to the sum, rounded as provided in the Mortgage
Note, of the Index, as most recently available as of a date prior to the
Adjustment Date as set forth in the related Mortgage Note, plus the related
Gross Margin; provided that the Mortgage Rate on such Adjustable-Rate Mortgage
Loan on any Adjustment Date shall never be more than the lesser of (i) the sum
of the Mortgage Rate in effect immediately prior to the Adjustment Date plus the
related Periodic Rate Cap, if any, and (ii) the

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related Maximum Mortgage Rate, and shall never be less than the greater of (i)
the Mortgage Rate in effect immediately prior to the Adjustment Date less the
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With
respect to each Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO Property.

      "Mortgaged Property": The underlying property securing a Mortgage Loan,
including any REO Property, consisting of a fee simple estate in a parcel of
land improved by a Residential Dwelling.

      "Mortgagor": The obligor on a Mortgage Note.

      "Net Monthly Excess Cashflow": With respect to any Distribution Date, the
sum of (i) any Overcollateralization Reduction Amount and (ii) the excess of (x)
the Available Distribution Amount for such Distribution Date over (y) the sum
for such Distribution Date of (A) the Senior Interest Distribution Amount
distributable to the holders of the Class A Certificates, (B) the Interest
Distribution Amount distributable to the holders of the Mezzanine Certificates
and (C) the Principal Remittance Amount.

      "Net WAC Pass-Through Rate": With respect to the Class A Certificates and
the Mezzanine Certificates and any Distribution Date, a rate per annum (adjusted
for the actual number of days in the related Interest Accrual Period) equal to
the weighted average of the Expense Adjusted Mortgage Rates of the Mortgage
Loans, weighted on the basis of the respective Stated Principal Balances of the
Mortgage Loans as of the first day of the related Due Period. For federal income
tax purposes, the Net WAC Pass-Through Rate calculated pursuant to the
immediately preceding sentence shall be the equivalent of that which is provided
in such immediately preceding sentence expressed as a per annum rate equal to
the weighted average of the aggregate REMIC I Remittance Rates on the REMIC I
Regular Interests, weighted on the basis of the Uncertificated Balance of such
REMIC I Regular Interests.

      "Net WAC Rate Carryover Amount": With respect to any Class of the Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the sum
of (A) the positive excess of (i) the amount of interest that would have accrued
on such Class of Certificates for such Distribution Date had the Pass-Through
Rate been calculated at the related Formula Rate over (ii) the amount of
interest accrued on such Class of Certificates at the Net WAC Pass-Through Rate
for such Distribution Date and (B) the related Net WAC Rate Carryover Amount for
the previous Distribution Date not previously distributed, together with
interest thereon at a rate equal to the related Formula Rate for such Class of
Certificates for such Distribution Date.

      "Net WAC Rate Carryover Reserve Account": As defined in Section 3.27.

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

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

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

      "Non-United States Person": Any Person other than a United States Person.

      "Notional Amount": With respect to the Class CE-IO regular interest and
any Distribution Date, the aggregate Uncertificated Balance of the REMIC I
Regular Interests for such Distribution Date.

      "Officers' Certificate": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a vice president
(however denominated), 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 the Class A Certificates, the Mezzanine
Certificates and for purposes of the Marker Rate and Maximum I-LTZZ
Uncertificated Interest Deferral Amount, REMIC I Regular Interest I-LTA1, REMIC
I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9 and REMIC I Regular Interest I-LTM10 and any Interest Accrual Period
therefor, the rate determined by the Trustee on the related Interest
Determination Date on the basis of the offered rate for one-month U.S. dollar
deposits, as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London
time) on such Interest Determination Date; provided that if such rate does not
appear on Telerate Page 3750, the rate for such date will be determined on the
basis of the offered rates of the Reference Banks for one-month U.S. dollar
deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. In
such event, the Trustee will request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If on such Interest
Determination Date, two or more Reference Banks provide such offered quotations,
One-Month LIBOR for the related Interest Accrual Period shall be the arithmetic
mean of such offered quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16%). If on such Interest Determination Date, fewer than two
Reference Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the higher of (i) LIBOR as determined on the
previous Interest Determination Date and (ii) the Reserve Interest Rate.
Notwithstanding the foregoing, if, under the priorities described above, LIBOR
for an Interest Determination Date would be based on LIBOR for the previous
Interest

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Determination Date for the third consecutive Interest Determination Date, the
Trustee, after consultation with the Depositor, shall select an alternative
comparable index (over which the Trustee has no control), used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent party. The establishment of
One-Month LIBOR by the Trustee and the Trustee's subsequent calculation of the
interest rates applicable to the Certificates for the relevant Interest Accrual
Period, in the absence of manifest error, shall be final and binding.

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

      "Original Mortgage Loan": Any of the Mortgage Loans included in REMIC I as
of the Closing Date.

      "Originator": Fremont Investment & Loan, a California industrial bank, or
its successor in interest.

      "Overcollateralization Amount": With respect to any Distribution Date, the
excess, if any, of (a) the aggregate Stated Principal Balances of the Mortgage
Loans and REO Properties as of the last day of the related Due Period over (b)
the sum of the aggregate Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class P Certificates.

      "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Target
Amount applicable to such Distribution Date over (b) the Overcollateralization
Amount applicable to such Distribution Date (calculated for this purpose only
after assuming that 100% of the Principal Remittance Amount on such Distribution
Date has been distributed).

      "Overcollateralization Floor Amount": With respect to any Distribution
Date, the amount equal to 0.50% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

      "Overcollateralization Increase Amount": With respect to any Distribution
Date, the lesser of (a) the Overcollateralization Deficiency Amount as of such
Distribution Date (calculated for this purpose only after assuming that 100% of
the Principal Remittance Amount on such Distribution Date has been distributed)
and (b) the amount of Accrued Certificate Interest payable on the Class CE
Certificates on such Distribution Date as reduced by Realized Losses allocated
thereto with respect to such Distribution Date pursuant to Section 4.04.

      "Overcollateralization Reduction Amount": With respect to any Distribution
Date, an amount equal to the lesser of (a) the Principal Remittance Amount on
such Distribution Date and (b) the Excess Overcollateralized Amount.

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      "Overcollateralization Target Amount": With respect to any Distribution
Date, (i) prior to the Stepdown Date, an amount equal to 5.45% of the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date, (ii) on or after the Stepdown Date provided a Trigger Event is not in
effect, the greater of (x) 10.90% of the then current aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period and (y) the Overcollateralization Floor Amount, or (iii) on or after
the Stepdown Date and if a Trigger Event is in effect, the Overcollateralization
Target Amount for the immediately preceding Distribution Date. Notwithstanding
the foregoing, on and after any Distribution Date following the reduction of the
aggregate Certificate Principal Balance of the Class A Certificates and the
Mezzanine Certificates to zero, the Overcollateralization Target Amount shall 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": With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, the lesser of (x) the related
Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate
for such Distribution Date. With respect to the Class CE Certificates and any
Distribution Date, (i) a per annum rate equal to the percentage equivalent of a
fraction, the numerator of which is (x) the interest on the Uncertificated
Balance of each REMIC I Regular Interest described in clause (y) below computed
at a rate equal to the related REMIC I Remittance Rate minus the Marker Rate and
the denominator of which is (y) the aggregate Uncertificated Balance of REMIC I
Regular Interest I-LTAA, I-LTA1, I-LTA2, I-LTA3, I-LTA4, I-LTM1, I-LTM2, I-LTM3,
I-LTM4, I-LTM5, I-LTM6, I-LTM7, I-LTM8, I-LTM9, I-LTM10 and I-LTZZ and (ii) 100%
of the interest on REMIC I Regular Interest I-LTP, expressed as a per annum
rate.

      "Percentage Interest": With respect to any Class of Certificates (other
than the Residual Certificates), the undivided percentage ownership in such
Class evidenced by such Certificate, expressed as a percentage, the numerator of
which is the initial Certificate Principal Balance or Notional Amount
represented by such Certificate and the denominator of which is the aggregate
initial Certificate Principal Balance or initial Notional Amount of all of the
Certificates of such Class. The Class A Certificates and the Class M-1
Certificates are issuable only in minimum Percentage Interests corresponding to
minimum initial Certificate Principal Balances of $100,000 and integral
multiples of $1.00 in excess thereof. The Mezzanine Certificates (other than the
Class M-1 Certificates) are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $250,000 and
integral multiples of $1 in excess thereof. The Class P Certificates are
issuable only in Percentage Interests corresponding to initial Certificate
Principal Balances of $20 and integral multiples thereof. The Class CE
Certificates are issuable only in minimum Percentage Interests corresponding to
minimum initial Certificate Principal Balances of $100,000 and integral
multiples of $1.00 in excess thereof; provided, however, that a single
Certificate of each such Class of Certificates may be issued having a Percentage
Interest corresponding to the remainder of the aggregate initial Certificate
Principal Balance or Notional Amount of such Class or to an otherwise authorized
denomination for such Class plus such remainder. With respect to any Residual
Certificate, the undivided percentage ownership in such Class evidenced by such

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Certificate, as set forth on the face of such Certificate. The Residual
Certificates are issuable in Percentage Interests of 20% and multiples thereof.

      "Perfection Representations": The representations, warranties and
covenants set forth in Schedule 3 attached hereto.

      "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 Rate for such
Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage
Rate in effect immediately prior to such Adjustment Date.

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

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

            (ii)  demand and time deposits in, certificates of deposit of, or
      bankers' acceptances issued by, any Depository Institution;

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

            (iv)  securities bearing interest or sold at a discount that are
      issued by any corporation incorporated under the laws of the United States
      of America or any state thereof and that are rated by each Rating Agency
      that rates such securities in its highest long-term unsecured rating
      categories at the time of such investment or contractual commitment
      providing for such investment, which securities mature in 365 days or
      less;

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

            (vi)  units of money market funds, including those managed or
      advised by the Trustee or its Affiliates, that have been rated "AAA" by
      Fitch (if rated by Fitch) and "AAAm" or "AAAm-G" by S&P and "Aaa" by
      Moody's; and

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

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

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

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

      "Plan": Any "employee benefit plan" as defined in Section 3(3) of ERISA
that is subject to Title I of ERISA, any "plan" as defined in Section 4975(e)(1)
of the Code that is subject to Section 4975 of the Code or any entity deemed to
hold plan assets of any of the foregoing.

      "Prepayment Assumption": As defined in the Prospectus Supplement.

      "Prepayment Charge": With respect to any Prepayment Period, any prepayment
premium, penalty or charge payable by a Mortgagor in connection with any
Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note (other than any Servicer Prepayment Charge Payment Amount).

      "Prepayment Charge Schedule": As of any date, the list of Prepayment
Charges included in the Trust Fund on such date, attached hereto as Schedule 2
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect to each
Prepayment Charge:

            (i)   the Mortgage Loan identifying number;

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

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

            (iv)  the term of the related Prepayment Charge;

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

            (vi)  remaining prepayment term in months.

      "Prepayment Interest Shortfall": With respect to any Principal Prepayments
in full on the Mortgage Loans and any Distribution Date, any interest shortfall
resulting from Principal Prepayments occurring between the first day of the
related Prepayment Period and the last day of the prior calendar month. The
obligations of the Servicer in respect of any Prepayment Interest Shortfall are
set forth in Section 3.24.

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      "Prepayment Period": With respect to any Distribution Date and Principal
Prepayments in full, the period beginning on the 16th day of the calendar month
immediately preceding the month in which such Distribution Date occurs to the
15th day of the then current calendar month and, with respect to Principal
Prepayments in part, the Prepayment Period shall be the preceding calendar
month.

      "Principal Distribution Amount": With respect to any Distribution Date, an
amount, not less than zero, equal to the sum of:

            (i)   the principal portion of each Monthly Payment on the Mortgage
      Loans due during the related Due Period, received on or prior to the
      related Determination Date or Advanced on or prior to the related
      Determination Date;

            (ii)  the Stated Principal Balance of any Mortgage Loan that was
      purchased during the related Prepayment Period pursuant to or as
      contemplated by Section 2.03, Section 3.16(c) or Section 9.01 and the
      amount of any shortfall deposited in the Custodial Account in connection
      with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03
      during the related Prepayment Period;

            (iii) the principal portion of all other unscheduled collections
      (including, without limitation, Principal Prepayments, Insurance Proceeds,
      Liquidation Proceeds, Subsequent Recoveries and REO Principal
      Amortization) received during the related Prepayment Period, net of any
      portion thereof that represents a recovery of principal for which an
      Advance was made by the Servicer pursuant to Section 4.03 in respect of a
      preceding Distribution Date; and

            (iv)  the amount of any Overcollateralization Increase Amount for
      such Distribution Date; minus

            (v)   the amount of any Overcollateralization Reduction Amount for
      such Distribution Date.

      "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, the
sum of the amounts set forth in (i) through (iii) of the definition of Principal
Distribution Amount.

      "Private Certificates": As defined in Section 5.02(b).

      "Prospectus Supplement": The Prospectus Supplement, dated June 23, 2006,
relating to the public offering of the Class A Certificates and the Mezzanine
Certificates (other than the Class M-10 Certificates).

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      "PTCE": A Prohibited Transaction Class Exemption issued by the United
States Department of Labor which provides that exemptive relief is available to
any party to any transaction which satisfies the conditions of the exemption.

      "Purchase Price": With respect to any Mortgage Loan or REO Property to be
purchased pursuant to or as contemplated by Section 2.03, Section 3.16(c) or
Section 9.01, and as confirmed by a certification from a Servicing Officer to
the Trustee, an amount equal to the sum of (i) 100% of the Stated Principal
Balance thereof as of the date of purchase (or such other price as provided in
Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such
Stated Principal Balance at the applicable Expense Adjusted Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or 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 plus and (y) an REO Property, the sum of (1) accrued interest on such
Stated Principal Balance at the applicable Expense Adjusted Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or an Advance by the Servicer through the end of
the calendar month immediately preceding the calendar month in which such REO
Property was acquired, plus (2) REO Imputed Interest for such REO Property for
each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had
been distributed as or to cover REO Imputed Interest pursuant to Section 4.01,
(iii) any unreimbursed Servicing Advances and Advances (including Nonrecoverable
Advances and Nonrecoverable Servicing Advances) and any unpaid Servicing Fees
allocable to such Mortgage Loan or REO Property, (iv) any amounts previously
withdrawn from the Custodial Account in respect of such Mortgage Loan or REO
Property pursuant to Section 3.11(a)(ix) and Section 3.16(b), 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 including
any costs and damages incurred by the Trust Fund in connection with any
violation by such loan of any predatory or abusive lending law.

      "Qualified Correspondent": Any Person from which the Servicer purchased
Mortgage Loans, provided that the following conditions are satisfied: (i) such
Mortgage Loans were originated pursuant to an agreement between the Servicer and
such Person that contemplated that such Person would underwrite mortgage loans
from time to time, for sale to the Servicer, in accordance with underwriting
guidelines designated by the Servicer ("Designated Guidelines") or guidelines
that do not vary materially from such Designated Guidelines; (ii) such Mortgage
Loans were in fact underwritten as described in clause (i) above and were
acquired by the Servicer within 180 days after origination; (iii) either (x) the
Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Servicer in origination of mortgage loans of the same type as the
Mortgage Loans for the Servicer's own account or (y) the Designated Guidelines
were, at the time such Mortgage Loans were underwritten, designated by the
Servicer on a consistent basis for use by lenders in originating mortgage loans
to be purchased by the Servicer; and (iv) the Servicer employed, at the time
such Mortgage Loans were acquired by the Servicer, pre-purchase or post-purchase
quality assurance procedures (which may involve,

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among other things, review of a sample of mortgage loans purchased during a
particular time period or through particular channels) designed to ensure that
Persons from which it purchased mortgage loans properly applied the underwriting
criteria designated by the Servicer.

      "Qualified Substitute Mortgage Loan": A mortgage loan substituted for a
Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the
date of such substitution, (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage Rate not less than
(and not more than one percentage point in excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) with respect to any Adjustable-Rate Mortgage Loan,
have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the
Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate Mortgage Loan,
have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
Deleted Mortgage Loan, (v) with respect to any Adjustable-Rate Mortgage Loan,
have a Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi)
with respect to any Adjustable-Rate Mortgage Loan, have a next Adjustment Date
not more than two months later than the next Adjustment Date on the Deleted
Mortgage Loan, (vii) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Deleted Mortgage Loan, (viii) have the
same Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a
Loan-to-Value Ratio as of the date of substitution equal to or lower than the
Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x) have a
risk grading determined by the Originator at least equal to the risk grading
assigned on the Deleted Mortgage Loan and (xi) conform to each representation
and warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement
applicable to the Deleted Mortgage Loan. In the event that one or more mortgage
loans are substituted for one or more Deleted Mortgage Loans, the amounts
described in clause (i) hereof shall be determined on the basis of aggregate
principal balances, the Mortgage Rates described in clause (ii) hereof shall be
determined on the basis of weighted average Mortgage Rates, the terms described
in clause (vii) hereof shall be determined on the basis of weighted average
remaining term to maturity, the Loan-to-Value Ratios described in clause (ix)
hereof shall be satisfied as to each such mortgage loan, the risk gradings
described in clause (x) 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 (xi) hereof must be satisfied
as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case
may be.

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

      "Rating Agency or Rating Agencies": Fitch, Moody's and S&P or their
successors. If such agencies or their successors are no longer in existence,
"Rating Agencies" shall be such

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nationally recognized statistical rating agencies, or other comparable Persons,
designated by the Depositor, notice of which designation shall be given to the
Trustee and the Servicer.

      "Realized Loss": With respect to each Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal to
(i) the unpaid principal balance of such Mortgage Loan as of the commencement of
the calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest was
then accruing on such Mortgage Loan and (B) on a principal amount equal to the
Stated Principal Balance of such Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) any amounts
previously withdrawn from the Custodial Account in respect of such Mortgage Loan
pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the proceeds, if
any, received in respect of such Mortgage Loan during the calendar month in
which such Final Recovery Determination was made, net of amounts that are
payable therefrom to the Servicer with respect to such Mortgage Loan pursuant to
Section 3.11(a)(iii).

      With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid principal balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued
interest from the Due Date as to which interest was last paid by the Mortgagor
in respect of the related Mortgage Loan through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, calculated in the case of each calendar month during such period (A)
at an annual rate equal to the annual rate at which interest was then accruing
on the related Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such Final Recovery Determination was made, plus (iv)
any amounts previously withdrawn from the Custodial Account in respect of the
related Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus
(v) the aggregate of all Advances and Servicing Advances (in the case of
Servicing Advances, without duplication of amounts netted out of the rental
income, Insurance Proceeds and Liquidation Proceeds described in clause (vi)
below) made by the Servicer in respect of such REO Property or the related
Mortgage Loan for which the Servicer has been or, in connection with such Final
Recovery Determination, will be reimbursed pursuant to Section 3.23 out of
rental income, Insurance Proceeds and Liquidation Proceeds received in respect
of such REO Property, minus (vi) the total of all net rental income, Insurance
Proceeds and Liquidation Proceeds received in respect of such REO Property that
has been, or in connection with such Final Recovery Determination, will be
transferred to the Certificate Account pursuant to Section 3.23.

      With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding

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immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation.

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

      If the Servicer receives Subsequent Recoveries with respect to any
Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage
Loan will be reduced to the extent such recoveries are applied to principal
distributions on any Distribution Date.

      Realized Losses allocated to the Class CE Certificates shall be allocated
first to the REMIC II Regular Interest CE-IO in reduction of the accrued but
unpaid interest thereon until such accrued and unpaid interest shall have been
reduced to zero and then to the REMIC II Regular Interest CE-PO in reduction of
the Principal Balance thereof.

      "Record Date": With respect to each Distribution Date and any Book-Entry
Certificate, the Business Day immediately preceding such Distribution Date. With
respect to each Distribution Date and any other Certificates, including any
Definitive Certificates, the last Business Day of the month immediately
preceding the month in which such Distribution Date occurs, except in the case
of the first Record Date which shall be the Closing Date.

      "Reference Banks": Deutsche Bank AG, Barclays' Bank PLC, The Tokyo
Mitsubishi Bank and National Westminster Bank PLC and their successors in
interest; provided, however, that if any of the foregoing banks are not suitable
to serve as a Reference Bank, then any leading banks selected by the Trustee,
after consultation with the Depositor, which are engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London and (ii) not controlling, under the
control of or under common control with the Depositor or any Affiliate thereof.

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

      "Regular Certificate": Any Class A Certificate, Mezzanine Certificate,
Class CE Certificate or Class P Certificate.

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

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

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      "Relief Act": The Servicemembers Civil Relief Act.

      "Relief Act Interest Shortfall": With respect to any Distribution Date and
any Mortgage Loan, any reduction in the amount of interest collectible on such
Mortgage Loan for the most recently ended calendar month as a result of the
application of the Relief Act.

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

      "REMIC I": The segregated pool of assets subject hereto, constituting the
primary trust created hereby and to be administered hereunder, with respect to
which a REMIC election is to be made, consisting of: (i) such Mortgage Loans and
Prepayment Charges related thereto as from time to time are subject to this
Agreement, together with the Mortgage Files relating thereto, and together with
all collections thereon and proceeds thereof; (ii) any REO Property, together
with all collections thereon and proceeds thereof; (iii) the Trustee's rights
with respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof; (iv) the
Depositor's rights under the Mortgage Loan Purchase Agreement (including any
security interest created thereby); and (v) the Custodial Account (other than
any amounts representing any Servicer Prepayment Charge Payment Amount), the
Certificate Account (other than any amounts representing any Servicer Prepayment
Charge Payment Amount) and any REO Account, and such assets that are deposited
therein from time to time and any investments thereof, together with any and all
income, proceeds and payments with respect thereto. Notwithstanding the
foregoing, however, REMIC I specifically excludes all payments and other
collections of principal and interest due on the Mortgage Loans on or before the
Cut-off Date, all Prepayment Charges payable in connection with Principal
Prepayments on the Mortgage Loans made before the Cut-off Date, the Net WAC Rate
Carryover Reserve Account and the Cap Contracts.

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

      "REMIC I Overcollateralized Amount": With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Balance of the REMIC I
Regular Interests (other than REMIC I Regular Interest I-LTP) minus (ii) the
aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I
Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10, in each case as of such date of
determination.

      "REMIC I Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Mortgage Loans and REO Properties then outstanding and
(ii) 1 minus a fraction, the numerator of which is two

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times the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1,
REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I
Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
Interest I-LTM9 and REMIC I Regular Interest I-LTM10 and the denominator of
which is the aggregate Uncertificated Balance of REMIC I Regular Interest
I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC
I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular
Interest I-LTM10 and REMIC I Regular Interest I-LTZZ.

      "REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I. Each REMIC I Regular Interest shall accrue
interest at the related REMIC I Remittance Rate in effect from time to time or
shall otherwise be entitled to interest as set forth herein, 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 REMIC I Regular Interests are
as follows: REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1,
REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I
Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest
I-LTZZ and REMIC I Regular Interest I-LTP.

      "REMIC I Remittance Rate": With respect to each REMIC I Regular Interest
and any Distribution Date, the weighted average of the Expense Adjusted Mortgage
Rates of the Mortgage Loans, weighted based on their Stated Principal Balances
as of the first day of the related Due Period.

      "REMIC I Required Overcollateralized Amount": 1% of the
Overcollateralization Target Amount.

      "REMIC II": The segregated pool of assets consisting of all of the REMIC I
Regular Interests conveyed in trust to the Trustee, for the benefit of the Class
A Certificates, the Mezzanine Certificates, the Class CE Certificates, the Class
P Certificates and the Class R-II Interest and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.

      "REMIC II Regular Interests": Any Regular Interest issued by REMIC II, the
ownership of which is evidenced by a Class A Certificate, Class Mezzanine
Certificate or Class CE Certificate.

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      "REMIC II Regular Interest CE-IO": A separate non-certificated regular
interest of REMIC II designated as a REMIC II Regular Interest. REMIC II Regular
Interest CE-IO shall have no entitlement to principal and shall be entitled to
distributions of interest subject to the terms and conditions hereof, in an
aggregate amount equal to interest distributable with respect to the Class CE
Certificates pursuant to the terms and conditions hereof.

      "REMIC II Regular Interest CE-PO": A separate non-certificated regular
interest of REMIC II designated as a REMIC II Regular Interest. REMIC II Regular
Interest CE-PO shall have no entitlement to interest and shall be entitled to
distributions of principal subject to the terms and conditions hereof, in an
aggregate amount equal to principal distributable with respect to the Class CE
Certificates pursuant to the terms and conditions hereof.

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

      "Remittance Report": A report in form and substance acceptable to the
Trustee on an electronic data file or tape prepared by the Servicer pursuant to
Section 4.03 containing the data elements specified on Schedule 4, hereto, with
such additions, deletions and modifications as agreed to by the Trustee and the
Servicer.

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

      "REO Account": The account or accounts maintained, or caused to be
maintained, by the Servicer in respect of an REO Property pursuant to Section
3.23.

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

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

      "REO Principal Amortization": With respect to any REO Property, for any
calendar month, the excess, if any, of (a) the aggregate of all amounts received
in respect of such REO Property during such calendar month, whether in the form
of rental income, sale proceeds (including, without limitation, that portion of
the Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 9.01 that is allocable to such REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.23(c) in respect of the proper operation, management and
maintenance of such REO Property or (ii) payable or reimbursable to the Servicer
pursuant to Section 3.23(d) for unpaid Servicing Fees in respect of the related
Mortgage Loan and unreimbursed Servicing

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Advances and Advances in respect of such REO Property or the related Mortgage
Loan, over (b) the REO Imputed Interest in respect of such REO Property for such
calendar month.

      "REO Property": A Mortgaged Property acquired by the Servicer on behalf of
REMIC I through foreclosure or deed-in-lieu of foreclosure, as described in
Section 3.23.

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

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

      "Residential Dwelling": Any one of the following: (i) an attached,
detached or semi-detached one-family dwelling, (ii) an attached, detached or
semi-detached two-to four-family dwelling, (iii) a one-family dwelling unit in a
Fannie Mae eligible condominium project, or (iv) an attached, detached or
semi-detached one-family dwelling in a planned unit development, none of which
is a co-operative or mobile home (as defined in 42 United States Code, Section
5402(6)).

      "Residual Certificates": The Class R Certificates.

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

      "Responsible Officer": When used with respect to the Trustee, any vice
president, managing director, director, any assistant vice president, the
Secretary, any assistant secretary, the Treasurer, any assistant treasurer, any
associate, any trust officer or assistant trust officer or any other officer of
the Trustee having direct responsibility over this Agreement or otherwise
engaged in performing functions similar to those performed by any of the above
designated officers and, with respect to a particular matter, to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

      "Responsible Party": Fremont Investment & Loan, a California industrial
bank, or its successor in interest, in its capacity as responsible party under
the Mortgage Loan Purchase Agreement.

      "Rolling Three-Month Delinquency Average": With respect to any
Distribution Date, the average aggregate unpaid principal balance of the
Mortgage Loans delinquent 60 days or more (excluding, for the avoidance of
doubt, the aggregate unpaid principal balance of the Mortgage Loans that, as of
the last day of the previous calendar month, are in foreclosure, have been

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converted to REO Properties or have been discharged by reason of bankruptcy) for
each of the three (or one and two, in the case of the Distribution Dates in July
2006 and August 2006, respectively) immediately preceding months.

      "S&P": Standard & Poor's Ratings Services, a division of the McGraw-Hill
Companies, Inc., or its successor in interest.

      "Sarbanes Certification": As defined in Section 12.05(a)(iv)

      "Securitization Transaction": Any transaction involving either (1) a sale
or other transfer of some or all of the Mortgage Loans directly or indirectly to
an issuing entity in connection with an issuance of publicly offered or
privately placed, rated or unrated mortgage-backed securities or (2) an issuance
of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more
portfolios of residential mortgage loans consisting, in whole or in part, of
some or all of the Mortgage Loans.

      "Seller": Carrington Securities, LP, a Delaware limited partnership, or
its successor in interest, in its capacity as seller under the Mortgage Loan
Purchase Agreement.

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

      "Servicer": Fremont Investment & Loan, a California industrial bank, or
any successor servicer appointed as herein provided, in its capacity as Servicer
hereunder.

      "Servicer Disclosure Information": As defined in Section 12.07(a)(i).

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

      "Servicer Prepayment Charge Payment Amount": The amounts payable by the
Servicer in respect of any waived Prepayment Charges pursuant to Section 3.01.

      "Servicer Remittance Date": With respect to any Distribution Date, by 1:00
p.m. New York time on the Business Day preceding the related Distribution Date.

      "Servicer Termination Test": The Servicer Termination Test will be failed
with respect to any Distribution Date if the aggregate amount of Realized Losses
incurred since the Cut-off Date through the last day of the related Due Period
(reduced by the aggregate amount of Subsequent Recoveries received from the
Cut-off Date through the last day of the related Due Period) divided by
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
exceeds the applicable percentages set forth below with respect to such
Distribution Date:

         PAYMENT DATE OCCURRING IN           PERCENTAGE
        ---------------------------          ----------
        July 2009 through June 2010            4.90%
        July 2010 through June 2011            6.25%
        July 2011 through June 2012            7.25%
        July 2012 and thereafter               7.75%

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      "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.09.

      "Servicing Advances": The reasonable "out-of-pocket" costs and expenses
(including legal fees) incurred by the Servicer in connection with a default,
delinquency or other unanticipated event by the Servicer in the performance of
its servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration, inspection and protection of a Mortgaged Property,
(ii) any enforcement or judicial proceedings, including but not limited to
foreclosures and litigation, in respect of a particular Mortgage Loan, (iii) the
management (including reasonable fees in connection therewith) and liquidation
of any REO Property and (iv) the performance of its obligations under Section
3.01, Section 3.09, Section 3.14, Section 3.16 and Section 3.23. The Servicer
shall not be required to make any Nonrecoverable Servicing Advances.

      "Servicing Criteria": The "servicing criteria" set forth in Item 1122(d)
of Regulation AB, as such may be amended from time to time.

      "Servicing Fee": With respect to each Mortgage Loan and for any calendar
month, an amount equal to the Servicing Fee Rate accrued for one month (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) on the same principal amount on
which interest on such Mortgage Loan accrues for such calendar month, calculated
on the basis of a 360-day year consisting of twelve 30-day months. A portion of
such Servicing Fee may be retained by any Sub-Servicer as its servicing
compensation.

      "Servicing Fee Rate": 0.500% per annum.

      "Servicing Officer": Any 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 Transfer Costs": Shall mean all reasonable costs and expenses
incurred by the Trustee in connection with the transfer of servicing from a
predecessor servicer, including, without limitation, any reasonable costs or
expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee (or any successor servicer appointed pursuant to
Section 7.02) to service the Mortgage Loans properly and effectively.

      "Single Certificate": With respect to any Class of Certificates (other
than the Class P Certificates and the Residual Certificates), a hypothetical
Certificate of such Class evidencing a Percentage Interest for such Class
corresponding to an initial Certificate Principal Balance of

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$1,000. With respect to the Class P Certificates and the Residual Certificates,
a hypothetical Certificate of such Class evidencing a 100% Percentage Interest
in such Class.

      "Startup Day": With respect to each Trust REMIC, the day designated as
such pursuant to Section 10.01(b) hereof.

      "Stated Principal Balance": With respect to any Mortgage Loan: (a) as of
any date of determination up to but not including the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the principal balance of such Mortgage Loan as of the
Cut-off Date, as shown on the Mortgage Loan Schedule, minus the sum of (i) the
principal portion of each Monthly Payment due on a Due Date subsequent to the
Cut-off Date, to the extent received from the Mortgagor or advanced by the
Servicer and distributed pursuant to Section 4.01 on or before such date of
determination, (ii) all Principal Prepayments received after the Cut-off Date,
to the extent distributed pursuant to Section 4.01 on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied by
the Servicer as recoveries of principal in accordance with the provisions of
Section 3.16, to the extent distributed pursuant to Section 4.01 on or before
such date of determination, and (iv) any Realized Loss incurred with respect
thereto as a result of a Deficient Valuation made during or prior to the
Prepayment Period for the most recent Distribution Date coinciding with or
preceding such date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the proceeds, if
any, of a Liquidation Event with respect to such Mortgage Loan would be
distributed, zero. With respect to any REO Property: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property was
acquired before the Distribution Date in any calendar month, the principal
portion of the Monthly Payment due on the Due Date in the calendar month of
acquisition, to the extent advanced by the Servicer and distributed pursuant to
Section 4.01 on or before such date of determination, and (ii) the aggregate
amount of REO Principal Amortization in respect of such REO Property for all
previously ended calendar months, to the extent distributed pursuant to Section
4.01 on or before such date of determination; and (b) as of any date of
determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such REO Property
would be distributed, zero.

      "Stepdown Date": The later to occur of (a) the Distribution Date occurring
in July 2009 and (b) the first Distribution Date on which the Credit Enhancement
Percentage (calculated for this purpose only prior to any distribution of the
Principal Distribution Amount to the holders of the Certificates then entitled
to distributions of principal on such Distribution Date) is equal to or greater
than 54.30%.

      "Subcontractor": Any vendor, subcontractor or other Person (but not
including the Trustee, except to the extent described in Article XI) that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in

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Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction
or authority of the Servicer or a Sub-Servicer.

      "Subordination Percentage": With respect to each class of Class A and
Mezzanine Certificates, the applicable approximate percentage set forth in the
table below.

                            CLASS      PERCENTAGE
                            A          45.70%
                            M-1        53.90%
                            M-2        61.50%
                            M-3        66.10%
                            M-4        70.30%
                            M-5        74.30%
                            M-6        77.90%
                            M-7        81.30%
                            M-8        84.30%
                            M-9        86.60%
                            M-10       89.10%

      "Sub-Servicer": Any Person with which the Servicer has entered into a
Sub-Servicing Agreement and which meets the qualifications of a Sub-Servicer
pursuant to Section 3.02.

      "Sub-Servicing Account": As defined in Section 3.08.

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

      "Subsequent Recoveries": As of any Distribution Date, unexpected amounts
received by the Servicer (net of any related expenses permitted to be reimbursed
to the Servicer) specifically related to a Mortgage Loan that was the subject of
a liquidation or an REO Disposition prior to the related Prepayment Period that
resulted in a Realized Loss. If Subsequent Recoveries are received, they will be
included as part of the Principal Remittance Amount for the following
Distribution Date. In addition, after giving effect to all distributions on a
Distribution Date, the amount of such Subsequent Recoveries will increase the
Certificate Principal Balance first, of the Class A Certificates then
outstanding, if a Realized Loss had been allocated to the Class A Certificates,
on a pro rata basis by the amount of such Subsequent Recoveries, and second, of
the class of Mezzanine Certificates then outstanding with the highest
distribution priority to which a Realized Loss was allocated. Thereafter, such
class of Class A and Mezzanine Certificates will accrue interest on the
increased Certificate Principal Balance.

      "Substitution Shortfall Amount": As defined in Section 2.03(b).

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

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

      "Termination Price": As defined in Section 9.01.

      "Terminator": As defined in Section 9.01.

      "Third-Party Originator": Each Person, other than a Qualified
Correspondent, that originated Mortgage Loans acquired by the Servicer.

      "Transaction Party":  As defined in Section 11.02.

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

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

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

      "Trigger Event": A Trigger Event is in effect on any Distribution Date on
or after the Stepdown Date if:

            (a)         the Delinquency Percentage exceeds 29.45% of the then
      current Credit Enhancement Percentage for the prior Distribution Date; or

            (b)         the aggregate amount of Realized Losses incurred since
      the Cut-off Date through the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period,
      reduced by the aggregate amount of Subsequent Recoveries received since
      the Cut-off Date through the last day of the related Due Period) divided
      by aggregate Stated Principal Balance of the Mortgage Loans as of the
      Cut-off Date exceeds the applicable percentages set forth below with
      respect to such Distribution Date:

                 DISTRIBUTION DATE OCCURRING IN         PERCENTAGE
             ---------------------------------------    ----------
             July 2009 through June 2010                   3.90%
             July 2010 through June 2011                   5.25%
             July 2011 through June 2012                   6.25%
             July 2012 and thereafter                      6.75%

      "Trust Fund": Collectively, all of the assets of each Trust REMIC, the Net
WAC Rate Carryover Reserve Account, the Cap Contracts and the other assets
conveyed by the Depositor to the Trustee pursuant to Section 2.01.

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      "Trust REMIC": Any of REMIC I or REMIC II.

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

      "Trustee Information": As defined in Section 11.05.

      "Trustee Fee": The amount payable to the Trustee on each Distribution Date
pursuant to Section 8.05 as compensation for all services rendered by it in the
execution of the trust hereby created and in the exercise and performance of any
of the powers and duties of the Trustee hereunder, which amount shall equal the
Trustee Fee Rate accrued for one month on the aggregate Stated Principal Balance
of the Mortgage Loans and any REO Properties as of the first day of the related
Due Period (or, in the case of the initial Distribution Date, as of the Cut-off
Date), calculated on the basis of a 360-day year consisting of twelve 30-day
months.

      "Trustee Fee Rate": 0.0025% per annum.

      "Uncertificated Balance": The amount of any REMIC I Regular Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Balance of each REMIC I Regular Interest shall equal the amount
set forth in the Preliminary Statement hereto as its initial uncertificated
balance. On each Distribution Date, the Uncertificated Balance of each REMIC I
Regular Interest shall be reduced by all distributions of principal made on such
REMIC I Regular Interest on such Distribution Date pursuant to Section 4.01 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.04. The
Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased by
interest deferrals as provided in Section 4.01(a)(1)(i)(A). The Uncertificated
Balance of each REMIC I Regular Interest shall never be less than zero.

      "Uncertificated Interest": With respect to any REMIC I Regular Interest
for any Distribution Date, one month's interest at the REMIC I Remittance Rate
applicable to such REMIC I Regular Interest for such Distribution Date, accrued
on the Uncertificated Balance thereof immediately prior to such Distribution
Date. Uncertificated Interest in respect of any REMIC I Regular Interest shall
accrue on the basis of a 360-day year consisting of twelve 30-day months.
Uncertificated Interest with respect to each Distribution Date, as to any REMIC
I Regular Interest, shall be reduced by an amount equal to the sum of (a) the
aggregate Prepayment Interest Shortfall, if any, for such Distribution Date to
the extent not covered by payments pursuant to Section 3.24 and (b) the
aggregate amount of any Relief Act Interest Shortfall, if any allocated, in each
case, to such REMIC I Regular Interest pursuant to Section 1.02. In addition,
Uncertificated Interest with respect to each Distribution Date, as to any REMIC
I Regular Interest shall be reduced by Realized Losses, if any, allocated to
such REMIC I Regular Interest pursuant to Section 1.02 and Section 4.04.

      "Underwriters' Exemption": An individual exemption issued by the United
States Department of Labor, Final Authorization Number (FAN) 2004-03E, as
amended, to Barclays Capital Inc, for specific offerings in which Barclays
Capital Inc. or any person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common

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control with Barclays Capital Inc. is an underwriter, placement agent or a
manager or co-manager of the underwriting syndicate or selling group where the
trust and the offered certificates meet specified conditions. The Underwriters'
Exemption, as amended, provides a partial exemption for transactions involving
certificates representing a beneficial interest in a trust and entitling the
holder to pass-through payments of principal, interest and/or other payments
with respect to the trust's assets.

      "Uninsured Cause": Any cause of damage to a Mortgaged Property such that
the complete restoration of such property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to Section 3.14.

      "United States Person": A citizen or resident of the United States, a
corporation, partnership (or other entity treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate the income of
which from sources without the United States is includible in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. The term "United States"
shall have the meaning set forth in Section 7701 of the Code or successor
provisions.

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

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

      SECTION 1.02 Allocation of Certain Interest Shortfalls. For purposes of
calculating the amount of Accrued Certificate Interest and the amount of the
Interest Distribution Amount for the Class A Certificates, the Mezzanine
Certificates and the Class CE Certificates for any Distribution Date, (1) the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Servicer pursuant to Section 3.24) and any Relief Act
Interest Shortfall incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to the Class CE Certificates based
on, and to the extent of, one month's interest at the then applicable
Pass-Through Rate on the Notional Amount of the Class CE Certificates and,
thereafter, among the Class A Certificates and the Mezzanine Certificates on a
pro rata basis based on, and to the extent of, one month's interest at the then
applicable respective Pass-Through Rate on the respective Certificate Principal
Balance of each such Certificate and (2) the aggregate amount of any Realized
Losses incurred for any Distribution Date shall be allocated to the Class CE
Certificates based on, and to the extent of, one month's interest at the then
applicable Pass-Through Rate on the Notional Amount of the Class CE
Certificates.

      For purposes of calculating the amount of Uncertificated Interest for the
REMIC I Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated among REMIC I Regular Interest I-LTAA, REMIC I Regular Interest
I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC
I Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
Interest I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest
I-LTZZ pro rata based on, and to the extent of, one month's interest at the then
applicable respective Pass-Through Rate on the respective Uncertificated Balance
of each such REMIC I Regular Interest.

      SECTION 1.03 Rules of Usage. The foregoing definitions shall be equally
applicable to both the singular and plural forms of the defined terms. Unless
otherwise inconsistent with the terms of this Agreement, all accounting terms
used herein shall be interpreted, and all accounting determinations hereunder
shall be made, in accordance with generally accepted accounting principles in
the USA. The words "hereof," "herein," "hereunder" and words of similar import
when used in an agreement or instrument refer to such agreement or instrument as
a whole and not to any particular provision or subdivision thereof; references
in an agreement or instrument

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to "Article," "Section" or another subdivision or to an attachment are, unless
the context otherwise requires, to an article, section or subdivision of or an
attachment to such agreement or instrument; and the term "including" and its
variations means "including without limitation." Any agreement, instrument or
statute defined or referred to below or in any agreement or instrument that is
governed by this Article I means such agreement or instrument or statute as from
time to time amended, modified or supplemented, including (in the case of
agreements or instruments) by waiver or consent and (in the case of statutes) by
succession of comparable successor statutes and includes (in the case of
agreements or instruments) references to all attachments thereto and instruments
incorporated therein. References to a Person are also to its permitted
successors and assigns.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

      SECTION 2.01 Conveyance of the Mortgage Loans. On the Closing Date, the
Depositor will transfer, assign, set over and otherwise convey to the Trustee
without recourse, for the benefit of the Certificateholders, all the right,
title and interest of the Depositor, including any security interest therein for
the benefit of the Depositor, in and to the Mortgage Loans identified on the
Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan
Purchase Agreement, and all other assets included or to be included in REMIC I.
Such assignment includes all interest and principal received by the Depositor or
the Servicer on or with respect to the Mortgage Loans (other than payments of
principal and interest due on such Mortgage Loans on or before the Cut-off
Date). The Depositor herewith delivers to the Trustee an executed copy of the
Mortgage Loan Purchase Agreement.

      In connection with such transfer and assignment, the Depositor shall
deliver to and deposit with the Trustee the following documents or instruments
with respect to each Mortgage Loan so transferred and assigned (in each case, a
"Mortgage File"):

            (i)   the original Mortgage Note, endorsed in blank or in the
      following form "Pay to the order of Wells Fargo Bank, N.A., as Trustee
      under the applicable agreement, without recourse," with all prior and
      intervening endorsements showing a complete chain of endorsement from the
      originator to the Person so endorsing to the Trustee;

            (ii)  the original Mortgage 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;

            (iii) an original Assignment in blank;

            (iv)  the original recorded Assignment or Assignments showing a
      complete chain of assignment from the originator to the Person assigning
      the Mortgage to the Trustee as contemplated by the immediately preceding
      clause (iii);

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            (v)   the original or copies of each assumption, modification or
      substitution agreement, if any; and

            (vi)  the original lender's title insurance policy or certified
      copy thereof or, if the original title policy has not been issued, the
      irrevocable commitment to issue the same.

      With respect to a maximum of approximately 2.0% of the Original Mortgage
Loans by outstanding Stated Principal Balance of the Original Mortgage Loans as
of the Cut-off Date, if any original Mortgage Note referred to in Section
2.01(i) above cannot be located, the obligations of the Depositor to deliver
such documents shall be deemed to be satisfied upon delivery to the Trustee of a
photocopy of such Mortgage Note, if available, with a lost note
affidavit substantially in the form of Exhibit H attached hereto. If any of the
original Mortgage Notes for which a lost note affidavit was delivered to the
Trustee is subsequently located, such original Mortgage Note shall be delivered
to the Trustee within three Business Days.

      If any of the documents referred to in Sections 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 of a copy of each such
document certified by the Originator 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 Originator, 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. Notice shall be provided to the Trustee and the Rating Agencies by the
Depositor if delivery pursuant to clause (2) above will be made more than 180
days after the Closing Date. If the original lender's title insurance policy was
not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or
cause to be delivered to the Trustee, promptly after receipt thereof, the
original lender's title insurance policy. The Depositor 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.

      The Trustee shall enforce the obligations of the Seller under the Mortgage
Loan Purchase Agreement to promptly (within sixty Business Days following the
later of the Closing Date and the date of receipt by the Trustee of the
recording information for a Mortgage, but in no event later than ninety days
following the Closing Date) submit or cause to be submitted for recording, at
the expense of the Responsible Party and at no expense to the Trust Fund, the
Trustee or the Depositor, in the appropriate public office for real property
records, each Assignment referred to in Sections 2.01(iii) and (iv) above and
the Depositor shall execute each original Assignment or cause each original
Assignment to be executed in the following form: "Wells Fargo Bank, N.A., as
Trustee under the applicable agreement." In the event that any such Assignment
is lost or returned unrecorded because of a defect therein, the Seller shall
promptly prepare or cause to be prepared (at the expense of the Responsible
Party) a substitute Assignment or cure or cause to be

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cured such defect, as the case may be, and thereafter cause each such Assignment
to be duly recorded. If the Responsible Party is unable to pay the cost of
recording the Assignments, such expense will be paid by the Trustee and shall be
reimbursable to the Trustee as an Extraordinary Trust Fund Expense.
Notwithstanding the foregoing, the Trustee shall not be responsible for
determining whether any Assignment delivered by the Depositor hereunder is in
recordable form.

      Notwithstanding the foregoing, however, for administrative convenience and
facilitation of servicing and to reduce closing costs, the Assignments shall not
be required to be submitted for recording (except with respect to any Mortgage
Loan located in Maryland) unless the Trustee or the Depositor receives written
notice that failure to record would result in a withdrawal or a downgrading by
any Rating Agency of the rating on any Class of Certificates; provided,
however, the Trustee shall enforce the obligations of the Seller under the
Mortgage Loan Purchase Agreement to submit or cause to be submitted each
Assignment for recording in the manner described above, at no expense to the
Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable
direction by Holders of Certificates entitled to at least 25% of the Voting
Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence
of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the
occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with
respect to any one Assignment, the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Mortgagor under the related Mortgage and (vi) any
Mortgage Loan that is 90 days or more delinquent. Upon receipt of written notice
by the Trustee from the Servicer that recording of the Assignments is required
pursuant to one or more of the conditions set forth in the preceding sentence,
the Depositor shall be required to deliver such Assignments or shall cause such
Assignments to be delivered within 30 days following receipt of such notice.

      All original documents relating to the Mortgage Loans that are not
delivered to the Trustee are and shall be held by or on behalf of the Seller,
the Depositor or the Servicer, as the case may be, in trust for the benefit of
the Trustee on behalf of the Certificateholders. In the event that any such
original document is required pursuant to the terms of this Section 2.01 to be a
part of a Mortgage File, such document shall be delivered promptly to the
Trustee. Any such original document delivered to or held by the Depositor that
is not required pursuant to the terms of this Section to be a part of a Mortgage
File, shall be delivered promptly to the Servicer.

      The parties hereto understand and agree that it is not intended that any
Mortgage Loans be included in the Trust that are (a) "high cost" loans under the
Home Ownership and Equity Protection Act of 1994 or (b) "high cost,"
"threshold," "covered" or "predatory" loans under any other applicable federal,
state or local law (including without limitation any regulation or ordinance)
(or a similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees).

      SECTION 2.02  Acceptance of REMIC I by Trustee. The Trustee acknowledges
receipt subject to the provisions of Section 2.01 above and subject to any
exceptions noted on the exception report described in the next paragraph below,
of the documents referred to in Section 2.01 (other than such documents
described in Section 2.01(v)) and all other assets included in the

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definition of"REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of
amounts attributable thereto deposited into the Certificate Account) 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 "REMIC I" in
trust for the exclusive use and benefit of all present and future
Certificateholders.

      The Trustee, for the benefit of the Certificateholders, shall review each
Mortgage File on or before the Closing Date, and the Trustee shall certify in
substantially the form attached hereto as Exhibit C-1 that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or any Mortgage Loan specifically identified in the exception report
annexed thereto as not being covered by such certification), (i) all documents
constituting part of such Mortgage File (other than such documents described in
Section 2.01(v)) required to be delivered to it pursuant to this Agreement are
in its possession, (ii) such documents have been reviewed by the Trustee and
appear regular on their face and relate to such Mortgage Loan and (iii) based on
the Trustee's examination and only as to the foregoing, the information set
forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii),
(xii), (xiii) and (xvi) of the definition of "Mortgage Loan Schedule" 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 (i)
to inspect, review or examine any such documents, instruments, certificates or
other papers to determine whether they are genuine, enforceable, valid, legally
binding, effective or appropriate for the represented purpose or whether they
have actually been recorded or are in recordable form or that they are other
than what they purport to be on their face, (ii) to determine whether any
Mortgage File should include any of the documents specified in clause (v) of
Section 2.01 or (iii) to determine the perfection or priority of any security
interest in any such documents or instruments. Notwithstanding the foregoing, in
conducting the review described in this Section 2.02, the Trustee shall not be
responsible for determining (i) if an Assignment is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage or (ii) if a Mortgage creates a first or second
lien on, or first or second priority security interest in, a Mortgaged Property.

      Prior to the first anniversary date of this Agreement, the Trustee shall
deliver to the Depositor and the Servicer a final certification in the form
attached hereto as Exhibit C-2 evidencing the completeness of the Mortgage
Files, with any applicable exceptions noted thereon, and the Servicer shall
forward a copy thereof to any Sub-Servicer.

      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 Depositor and the Servicer. In addition, upon the discovery
by the Depositor, the Servicer or the Trustee of a breach of any of the
representations and warranties made by either the Responsible Party or the
Seller in the related Mortgage Loan Purchase Agreement in respect of any
Mortgage Loan which materially adversely affects such Mortgage Loan or the
interests of the Certificateholders in such Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties.

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      The Trustee shall, at the written request and expense of any
Certificateholder, forward a written report to such Certificateholder of all
Mortgage Files released to the Servicer for servicing purposes.

      The Depositor and the Trustee intend that the assignment and transfer
herein contemplated is absolute and constitutes a sale of the Mortgage Loans,
the related Mortgage Notes and the related documents, conveying good title
thereto free and clear of any liens and encumbrances, from the Depositor to the
Trustee in trust for the benefit of the Certificateholders 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 a first priority perfected security interest in all of the Depositor's
right, title and interest in and to the Mortgage Loans, the related Mortgage
Notes 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
Responsible Party and the Seller. (a) Upon discovery or receipt of notice of any
materially defective document in, or that a document is missing from, a Mortgage
File or of the breach by the Responsible Party or the Seller of any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan that materially adversely affects the value of
such Mortgage Loan or the interest therein of the Certificateholders, the
Trustee shall promptly notify the Seller, the Responsible Party and the Servicer
of such defect, missing document or breach and request that the Responsible
Party or the Seller, as applicable, deliver such missing document or cure such
defect or breach within 60 days from the date the Responsible Party or the
Seller, as applicable, was notified of such missing document, defect or breach,
and if the Responsible Party or the Seller, as applicable, does not deliver such
missing document or cure such defect or breach in all material respects during
such period, the Trustee shall enforce the obligations of the Responsible Party
or the Seller, as applicable, under the Mortgage Loan Purchase Agreement to
repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90 days
after the date on which the Responsible Party or the Seller, as applicable, was
notified (subject to Section 2.03(c)) of such missing document, defect or
breach, if and to the extent that the Responsible Party or the Seller, as
applicable, is obligated to do so under the Mortgage Loan Purchase Agreement.
The Purchase Price for the repurchased Mortgage Loan shall be remitted to the
Servicer for deposit in the Custodial Account and the Trustee, upon receipt of
written certification from the Servicer of such deposit, shall release to the
Responsible Party or the Seller, as applicable, the related Mortgage File and
the Trustee shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Responsible Party or the
Seller, as applicable, shall furnish to it and as shall be necessary to vest in
the Responsible Party or the Seller, as applicable, any Mortgage Loan released
pursuant hereto. The Trustee shall not have any further responsibility with
regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as
provided above, if so provided in the Mortgage Loan Purchase Agreement, the
Responsible Party or the Seller, as applicable, may cause such Mortgage Loan to
be removed from REMIC I (in which case it shall become a Deleted Mortgage Loan)
and substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(b); provided, however, the

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Responsible Party may not substitute a Qualified Substitute Mortgage Loan for
any Deleted Mortgage Loan that violates any predatory or abusive lending law. It
is understood and agreed that the obligation of the Responsible Party and the
Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as to
which a document is missing, a material defect in a constituent document exists
or as to which such a breach has occurred and is continuing shall constitute the
sole remedy respecting such omission, defect or breach available to the Trustee
and the Certificateholders.

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

      As to any Deleted Mortgage Loan for which the Responsible Party or the
Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or
Loans, such substitution shall be effected by the Responsible Party or the
Seller, as applicable, delivering to the Trustee for such Qualified Substitute
Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the
Trustee, and such other documents and agreements, with all necessary
endorsements thereon, as are required by Section 2.01, together with an
Officers' Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Shortfall
Amount (as described below), if any, in connection with such substitution. The
Trustee shall acknowledge receipt for such Qualified 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 Depositor and the Servicer, with
respect to such Qualified Substitute Mortgage Loan or Loans, a certification
substantially in the form attached hereto as Exhibit C-1, with any applicable
exceptions noted thereon. Within one year of the date of substitution, the
Trustee shall deliver to the Depositor and the Servicer a certification
substantially in the form of Exhibit C-2 attached hereto with respect to such
Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions
noted thereon. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution are not part of REMIC I and will be
retained by the Responsible Party or the Seller, as applicable. For the month of
substitution, distributions to Certificateholders will reflect the Monthly
Payment due on such Deleted Mortgage Loan on or before the Due Date in the month
of substitution, and the Responsible Party or the Seller, as applicable, shall
thereafter be entitled to retain all amounts subsequently received in respect of
such Deleted Mortgage Loan. The Depositor shall give or cause to be given
written notice to the Certificateholders that such substitution has taken place,
shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted
Mortgage Loan from the terms of this Agreement and the substitution of the
Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such
amended Mortgage Loan Schedule to the Trustee. Upon such substitution, such
Qualified 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 the Mortgage Loan Purchase Agreement, including, all applicable
representations and warranties thereof included in the Mortgage Loan Purchase
Agreement.

      For any month in which the Responsible Party or the Seller, as applicable,
substitutes one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Servicer will determine the amount (the
"Substitution Shortfall Amount"), if any, by which the

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aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the
aggregate of, as to each such Qualified Substitute Mortgage Loan, the Stated
Principal Balance thereof as of the date of substitution, together with one
month's interest on such Stated Principal Balance at the applicable Expense
Adjusted Mortgage Rate, plus all outstanding Advances and Servicing Advances
(including Nonrecoverable Advances and Nonrecoverable Servicing Advances)
related thereto. On the date of such substitution, the Responsible Party or the
Seller, as applicable, will deliver or cause to be delivered to the Servicer for
deposit in the Custodial Account an amount equal to the Substitution Shortfall
Amount, if any, and upon receipt by the Trustee of the related Qualified
Substitute Mortgage Loan or Loans and certification by the Servicer to the
Trustee of such deposit, the Trustee shall release to the Responsible Party or
the Seller, as applicable, the related Mortgage File or Files and the Trustee
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, the Responsible Party or the Seller, as applicable, shall
deliver to it and as shall be necessary to vest therein any Deleted Mortgage
Loan released pursuant hereto.

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

      (c)   Upon discovery by the Depositor, the Servicer or the Trustee that
any Mortgage Loan does not constitute a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code, the party discovering such fact shall within
two Business Days give written notice thereof to the other parties. In
connection therewith, the Responsible Party shall repurchase or, subject to the
limitations set forth in Section 2.03(b), substitute one or more Qualified
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. Such repurchase or substitution shall be made by (i) the
Responsible Party or the Seller, as the case may be, if the affected Mortgage
Loan's status as a non-qualified mortgage is or results from a breach of any
representation, warranty or covenant made by the Responsible Party or the
Seller, as the case may be, under the Mortgage Loan Purchase Agreement, or (ii)
the Depositor, if the affected Mortgage Loan's status as a non-qualified
mortgage is a breach of no representation or warranty. 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 Responsible Party 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 the Certificateholders and to the Depositor that as of the Closing
Date or as of such date specifically provided herein:

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

            (ii)    The Servicer has the full power and authority to service
      each Mortgage Loan which the Servicer is required to service hereunder and
      to execute, deliver and perform, and to enter into and consummate, all
      transactions contemplated by this Agreement. The Servicer has duly
      authorized the execution, delivery and performance of this Agreement, has
      duly executed and delivered this Agreement, and this Agreement, assuming
      due authorization, execution and delivery by the Depositor and the
      Trustee, constitutes a legal, valid and binding obligation of the
      Servicer, enforceable against it in accordance with its terms except as
      the enforceability thereof may be limited by bankruptcy, insolvency,
      reorganization or similar laws affecting the enforcement of creditors'
      rights generally and by general principles of equity;

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

            (iv)    The Servicer is a HUD-approved non-supervised mortgagee
      pursuant to Section 203 and Section 211 of the National Housing Act, and
      no event has occurred, including but not limited to a change in insurance
      coverage, that would make the Servicer unable to comply with HUD
      eligibility requirements or which would require notification to HUD;

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

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

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

            (viii)  No consent, approval, authorization or order of or
      registration or filing with or notice to 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 by it of the transactions contemplated by this Agreement,
      except for such consents, approvals, authorizations or orders, if any,
      that have been obtained prior to the Closing Date;

            (ix)    The Servicer will not waive any Prepayment Charge unless
      it is waived in accordance with the standard set forth in Section 3.01;

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

            (xi)    No information, certificate of an officer, statement
      furnished or to be furnished in writing or report delivered to the
      Depositor, any Affiliate of the Depositor or the Trustee by the Servicer
      will, to the knowledge of the Servicer, contain any untrue statement of a
      material fact.

      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 and the Certificateholders. Upon discovery by any of the Depositor,
the Servicer 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 or the interests therein of the Certificateholders, the party
discovering such breach shall give prompt written notice (but in no event later
than two Business Days following such discovery) to the Trustee. Subject to
Section 7.01, unless such breach shall not be susceptible of cure within 90
days, the obligation of the Servicer set forth in this Section 2.05 to cure
breaches shall

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constitute the sole remedy against the Servicer available to the
Certificateholders, the Depositor and the Trustee on behalf of the
Certificateholders respecting a breach of the representations, warranties and
covenants contained in this Section 2.05. Notwithstanding the foregoing, within
90 days of the earlier of discovery by the Servicer or receipt of notice by the
Servicer of the breach of the representation or covenant of the Servicer set
forth in Section 2.05(ix) above, which breach materially and adversely affects
the interests of the Holders of the Class P Certificates in any Prepayment
Charge, the Servicer shall pay the amount of such waived Prepayment Charge, for
the benefit of the Holders of the Class P Certificates, by depositing such
amount into the Custodial Account.

      SECTION 2.06  Issuance of the REMIC I Regular Interests and the Class
R-I Interest. The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it of the Mortgage Files, subject to the provisions of
Section 2.01 and Section 2.02, together with the assignment to it of all other
assets included in REMIC I, the receipt of which is hereby acknowledged.
Concurrently with such assignment and delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed, authenticated and delivered to or upon the order
of the Depositor, the Class R Certificates (in respect of the Class R-I
Interest) in authorized denominations. The interests evidenced by the Class R-I
Interest, together with the REMIC I Regular Interests, constitute the entire
beneficial ownership interest in REMIC I. The rights of the Class R-I Interest
and REMIC II (as holder of the REMIC I Regular Interest) to receive
distributions from the proceeds of REMIC I in respect of the Class R-I Interest
and the REMIC I Regular Interests, and all ownership interests evidenced or
constituted by the Class R-I Interest and the REMIC I Regular Interests, shall
be as set forth in this Agreement.

      SECTION 2.07  Conveyance of the REMIC I Regular Interests; Acceptance of
REMIC II by the Trustee. The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey to
the Trustee, without recourse all the right, title and interest of the Depositor
in and to the REMIC I Regular Interests for the benefit of the Class R-II
Interest and REMIC II (as holder of the REMIC I Regular Interests). The Trustee
acknowledges receipt of the REMIC I Regular Interests and declares that it holds
and will hold the same in trust for the exclusive use and benefit of all present
and future holders of the Class R-II Interest and REMIC II (as holder of the
REMIC I Regular Interests). The rights of the holders of the Class R-II Interest
and REMIC II (as holder of the REMIC I Regular Interests) to receive
distributions from the proceeds of REMIC II in respect of the Class R-II
Interest and REMIC II Regular Interests, respectively, and all ownership
interests evidenced or constituted by the Class R-II Interest and the REMIC II
Regular Interests, shall be as set forth in this Agreement.

      SECTION 2.08  Issuance of Class R Certificates. The Trustee acknowledges
the assignment to it of the REMIC Regular Interests and, concurrently therewith
and in exchange therefor, pursuant to the written request of the Depositor
executed by an officer of the Depositor, the Trustee has executed, authenticated
and delivered to or upon the order of the Depositor, the Class R Certificates in
authorized denominations.

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                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

      SECTION 3.01  Servicer to Act as Servicer. The Servicer shall service
and administer the Mortgage Loans on behalf of the Trust Fund and in the best
interests of and for the benefit of the Certificateholders (as determined by the
Servicer in its reasonable judgment) in accordance with the terms of this
Agreement and the respective Mortgage Loans and, to the extent consistent with
such terms, in the same manner in which it services and administers similar
mortgage loans for its own portfolio, and in accordance with customary and usual
standards of practice of mortgage lenders and loan servicers administering
similar mortgage loans but without regard to:

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

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

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

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

      To the extent consistent with the foregoing, the Servicer (a) shall seek
to maximize the timely and complete recovery of principal and interest on the
Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to waive) a
Prepayment Charge only under the following circumstances: (i) such waiver is
standard and customary in servicing similar Mortgage Loans and (ii) such waiver
would, in the reasonable judgment of the Servicer, maximize recovery of total
proceeds taking into account the value of such Prepayment Charge and the related
Mortgage Loan and, if such waiver is made in connection with a refinancing of
the related Mortgage Loan, such refinancing is related to a default or a
reasonably foreseeable default or (iii) collection of the related Prepayment
Charge would violate applicable law. If a Prepayment Charge is waived as
permitted by meeting both of the standards described in clauses (i) and (ii)
above, then the Servicer is required to pay the amount of such waived Prepayment
Charge, for the benefit of the Holders of the Class P Certificates, by
depositing such amount into the Custodial Account together with and at the time
that the amount prepaid on the related Mortgage Loan is required to be deposited
into the Custodial Account. Notwithstanding any other provisions of this
Agreement, any payments made by the Servicer in respect of any waived Prepayment
Charges pursuant to clauses (i) and (ii) shall be deemed to be paid outside of
the Trust Fund.

      Subject only to the above-described servicing standards and the terms of
this Agreement and of the respective Mortgage Loans, the Servicer shall have
full power and authority, acting alone or through Sub-Servicers as provided in
Section 3.02, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, the Servicer in its own name
or in the

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name of a Sub-Servicer is hereby authorized and empowered by the Trustee when
the Servicer believes it appropriate in its best judgment, for the benefit of
the Certificateholders, in accordance with the servicing standards set forth
above, to execute and deliver, on behalf of the Trust Fund, the
Certificateholders and the Trustee or any of them, and upon written notice to
the Trustee, any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge, and all other comparable instruments, with
respect to the Mortgage Loans and the Mortgaged Properties and to institute
foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert
the ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Servicer shall
service and administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports required to be
provided to them thereby. The Servicer shall also comply in the performance of
this Agreement with all reasonable rules and requirements of each insurer under
any standard hazard insurance policy. Subject to Section 3.17, the Trustee shall
execute, at the written request of the Servicer, and furnish to the Servicer and
any Sub-Servicer any special or limited powers of attorney and other documents
necessary or appropriate to enable the Servicer or any Sub-Servicer to carry out
their servicing and administrative duties hereunder and the Trustee shall not be
liable for the actions of the Servicer or any Sub-Servicers under such powers of
attorney.

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

      Notwithstanding anything in this Agreement to the contrary, the Servicer
may not make any future advances with respect to a Mortgage Loan (except as
provided in Section 4.03) and the Servicer shall not (i) permit any modification
with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or
increase the principal balance (except for reductions resulting from actual
payments of principal) or change the final maturity date on such Mortgage Loan
(unless, as provided in Section 3.07, the Mortgagor is in default with respect
to the Mortgage Loan or such default is, in the judgment of the Servicer,
reasonably foreseeable) or (ii) permit any modification, waiver or amendment of
any term of any Mortgage Loan that would both (A) effect an exchange or
reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury
regulations promulgated thereunder) and (B) cause any Trust REMIC to fail to
qualify as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions after the startup date" under the REMIC
Provisions.

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

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      SECTION 3.02  Sub-Servicing Agreements Between Servicer and
Sub-Servicers. (a)Subject to Section 14.01(d), the Servicer may enter into
Sub-Servicing Agreements with Sub-Servicers for the servicing and administration
of the Mortgage Loans; provided, however, that such agreements would not result
in a withdrawal or a downgrading by any Rating Agency of the rating on any Class
of Certificates. The Trustee is hereby authorized to acknowledge, at the request
of the Servicer, any Sub-Servicing Agreement that, based on an Officers'
Certificate of the Servicer delivered to the Trustee (upon which the Trustee can
conclusively rely), meets the requirements applicable to Sub-Servicing
Agreements set forth in this Agreement and that is otherwise permitted under
this Agreement.

      Each Sub-Servicer shall be authorized to transact business in the state or
states where the related Mortgaged Properties it is to service are situated, if
and to the extent required by applicable law to enable the Sub-Servicer to
perform its obligations hereunder and under the Sub-Servicing Agreement. Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Servicer will
examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with
any of the provisions of this Agreement. The Servicer and the Sub-Servicers may
enter into and make amendments to the Sub-Servicing Agreements or enter into
different forms of Sub-Servicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of this Agreement, and that no such amendment or different form shall
be made or entered into which could be reasonably expected to be materially
adverse to the interests of the Certificateholders without the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights; provided,
further, that the consent of the Holders of Certificates entitled to at least
66% of the Voting Rights shall not be required (i) to cure any ambiguity or
defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any
provisions of a Sub-Servicing Agreement, or (iii) to make any other provisions
with respect to matters or questions arising under a Sub-Servicing Agreement,
which, in each case, shall not be inconsistent with the provisions of this
Agreement. Any variation without the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights from the provisions set forth in
Section 3.08 relating to insurance or priority requirements of Sub-Servicing
Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and
amount of remittances by the Sub-Servicers to the Servicer, are conclusively
deemed to be inconsistent with this Agreement and therefore prohibited. The
Servicer shall deliver to the Trustee, upon its request, copies of all
Sub-Servicing Agreements, and any amendments or modifications thereof, promptly
upon the Servicer's execution and delivery of such instruments.

      (b)   As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement,
including, without limitation, any obligation of a Sub-Servicer to make advances
in respect of delinquent payments as required by a Sub-Servicing Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements, and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Servicer, in its good faith business judgment, would require were it
the owner of the related Mortgage Loans. The Servicer shall

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pay the costs of enforcing the obligations of a Sub-Servicer at its own expense,
and shall be reimbursed therefor only (i) from a general recovery resulting from
such enforcement, to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loans, or (ii) from a specific recovery
of costs, expenses or attorneys' fees against the party against whom such
enforcement is directed.

      SECTION 3.03  Successor Sub-Servicers. The Servicer shall be entitled to
terminate any Sub-Servicing Agreement and the rights and obligations of any
Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the
terms and conditions of such Sub-Servicing Agreement. In the event of
termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer
shall be assumed simultaneously by the Servicer without any act or deed on the
part of such Sub-Servicer or the Servicer, and the Servicer either shall service
directly the related Mortgage Loans or shall enter into a Sub-Servicing
Agreement with a successor Sub-Servicer which qualifies under Section 3.02.

      Any Sub-Servicing Agreement shall include the provision that such
agreement may be immediately terminated by the Trustee (if the Trustee is acting
as Servicer) without fee, in accordance with the terms of this Agreement, in the
event that the Servicer (or the Trustee, if it is then acting as Servicer)
shall, for any reason, no longer be the Servicer (including termination due to a
Servicer Event of Default).

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

      SECTION 3.05  No Contractual Relationship Between Sub-Servicers, the
Trustee or the Certificateholders. Any Sub-Servicing Agreement that may be
entered into and any other transactions or services relating to the Mortgage
Loans involving a Sub-Servicer in its capacity as such shall be deemed to be
between the Sub-Servicer and the Servicer alone, and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 3.06. The Servicer shall be solely liable for all
fees owed by it to any Sub-Servicer, irrespective of whether the Servicer's
compensation pursuant to this Agreement is sufficient to pay such fees. The
foregoing provision shall not in any way limit a Sub-Servicer's obligation to
cure an omission or defect.

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      SECTION 3.06  Assumption or Termination of Sub-Servicing Agreements by
the Trustee. In the event the Servicer shall for any reason no longer be the
Servicer (including by reason of the occurrence of a Servicer Event of Default),
the Trustee, its designee or other successor Servicer shall thereupon assume all
of the rights and obligations of the Servicer under each Sub-Servicing Agreement
that the Servicer may have entered into, unless the Trustee, such designee or
other successor Servicer elects to terminate any Sub-Servicing Agreement in
accordance with its terms as provided in Section 3.03. Upon such assumption, the
Trustee, its designee or the successor Servicer for the Trustee appointed
pursuant to Section 7.02 shall be deemed, subject to Section 3.03, to have
assumed all of the Servicer's interest therein and to have replaced the Servicer
as a party to each Sub-Servicing Agreement to the same extent as if each
Sub-Servicing Agreement had been assigned to the assuming party, except that (i)
the Servicer shall not thereby be relieved of any liability or obligations under
any Sub-Servicing Agreement that arose before it ceased to be the Servicer and
(ii) none of the Trustee, its designee or any successor Servicer shall be deemed
to have assumed any liability or obligation of the Servicer that arose before it
ceased to be the Servicer.

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

      The Servicing Fee payable to the Trustee as successor Servicer or other
successor Servicer shall be payable from payments received on the Mortgage Loans
in the amount and in the manner set forth in this Agreement.

      SECTION 3.07  Collection of Certain Mortgage Loan Payments. The Servicer
shall make reasonable efforts to collect all payments called for under the terms
and provisions of the Mortgage Loans, and shall, to the extent such procedures
shall be consistent with this Agreement and the terms and provisions of any
applicable insurance policies, follow such collection procedures as it would
follow with respect to mortgage loans comparable to the Mortgage Loans and held
for its own account. Consistent with the foregoing, the Servicer may in its
discretion (i) waive any late payment charge or, if applicable, any penalty
interest, or (ii) extend the due dates for the Monthly Payments due on a
Mortgage Note for a period of not greater than 180 days; provided, however, that
any extension pursuant to clause (ii) above shall not affect the amortization
schedule of any Mortgage Loan for purposes of any computation hereunder, except
as provided below. In the event of any such arrangement pursuant to clause (ii)
above, the Servicer shall make timely advances on such Mortgage Loan during such
extension pursuant to Section 4.03 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangement. Notwithstanding the foregoing, in the event that any Mortgage Loan
is in default or, in the judgment of the Servicer, such default is reasonably
foreseeable, the Servicer, consistent with the standards set forth in Section
3.01, may also waive, modify or vary any term of such Mortgage Loan (including
modifications that would change the Mortgage Rate, forgive the payment of
principal or interest or extend the final maturity date of such Mortgage Loan),
accept payment from the related Mortgagor of an amount less than the Stated
Principal Balance in final satisfaction of such Mortgage Loan (such payment,

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a "Short Pay-off"), or consent to the postponement of strict compliance with any
such term or otherwise grant indulgence to any Mortgagor.

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

      SECTION 3.09  Collection of Taxes, Assessments and Similar Items;
Servicing Accounts. The Servicer shall establish and maintain, or cause to be
established and maintained, one or more accounts (the "Servicing Accounts"),
into which all collections from the Mortgagors (or related advances from
Sub-Servicers) for the payment of taxes, assessments, hazard insurance premiums
and comparable items for the account of the Mortgagors ("Escrow Payments") shall
be deposited and retained. Servicing Accounts shall be Eligible Accounts. The
Servicer shall deposit in the clearing account in which it customarily deposits
payments and collections on mortgage loans in connection with its mortgage loan
servicing activities on a daily basis, and in no event more than one Business
Day after the Servicer's receipt thereof, all Escrow Payments collected on
account of the Mortgage Loans and shall thereafter deposit such Escrow Payments
in the Servicing Accounts, in no event more than two Business Days after the
receipt of such Escrow Payments, all Escrow Payments collected on account of the
Mortgage Loans for the purpose of effecting the timely payment of any such items
as required under the terms of this Agreement. Withdrawals of amounts from a
Servicing Account may be made only to (i) 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); (ii) reimburse the Servicer (or a Sub-Servicer to the extent provided
in the related Sub-Servicing Agreement) out of related collections for any
advances made pursuant to Section 3.01 (with respect to taxes and assessments)
and Section 3.14 (with respect to hazard insurance); (iii) refund to Mortgagors
any sums as may be determined to be overages; (iv) pay interest, if required and
as described below, to Mortgagors on balances in the Servicing Account; or (v)
clear and terminate the Servicing Account at the termination of the Servicer's
obligations and responsibilities in respect of the Mortgage Loans under this
Agreement in accordance with Article IX. As part of its servicing duties, the
Servicer or Sub-Servicers shall pay to the Mortgagors interest on funds in the

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Servicing Accounts, to the extent required by law and, to the extent that
interest earned on funds in the Servicing Accounts is insufficient, to pay such
interest from its or their own funds, without any reimbursement therefor.

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

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

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

            (iii)   all Insurance Proceeds, Liquidation Proceeds (other than
      proceeds collected in respect of any particular REO Property and amounts
      paid in connection with a purchase of Mortgage Loans and REO Properties
      pursuant to Section 9.01) and Subsequent Recoveries;

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

            (v)     any amounts required to be deposited by the Servicer
      pursuant to the second paragraph of Section 3.14(a) in respect of any
      blanket policy deductibles;

            (vi)    all proceeds of any Mortgage Loan repurchased or purchased
      in accordance with Section 2.03, Section 3.16 or Section 9.01;

            (vii)   all amounts required to be deposited in connection with
      shortfalls in principal amount of Qualified Substitute Mortgage Loans
      pursuant to Section 2.03; and

            (viii)  all Prepayment Charges collected by the Servicer and
      any Servicer Prepayment Charge Payment Amounts in connection with the
      Principal Prepayment of any of the Mortgage Loans.

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      The foregoing requirements for deposit in the Custodial 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, modification
or assumption fees, or insufficient funds charges need not be deposited by the
Servicer in the Custodial Account and may be retained by the Servicer as
additional compensation. In the event the Servicer shall deposit in the
Custodial Account any amount not required to be deposited therein, it may at any
time withdraw such amount from the Custodial Account, any provision herein to
the contrary notwithstanding.

      (b)   On behalf of the Trust Fund, the Trustee shall establish and
maintain one or more accounts (such account or accounts, the "Certificate
Account"), held in trust for the benefit of the Trustee, the Trust Fund and the
Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to
the Trustee in immediately available funds for deposit in the Certificate
Account by 3:00 p.m. New York time (i) on the Servicer Remittance Date, that
portion of the Available Distribution Amount (calculated without regard to the
references in clause (2) of the definition thereof to amounts that may be
withdrawn from the Certificate Account) for the related Distribution Date then
on deposit in the Custodial Account and the amount of all Prepayment Charges
collected during the applicable Prepayment Period by the Servicer and Servicer
Prepayment Charge Payment Amounts in connection with the Principal Prepayment of
any of the Mortgage Loans then on deposit in the Custodial Account and the
amount of any funds reimbursable to an Advancing Person pursuant to Section 3.26
and (ii) on each Business Day as of the commencement of which the balance on
deposit in the Custodial Account exceeds $75,000 following any withdrawals
pursuant to the next succeeding sentence, the amount of such excess, but only if
the Custodial Account constitutes an Eligible Account solely pursuant to clause
(ii) of the definition of "Eligible Account." If the balance on deposit in the
Custodial Account exceeds $75,000 as of the commencement of business on any
Business Day and the Custodial Account constitutes an Eligible Account solely
pursuant to clause (ii) of the definition of "Eligible Account," the Servicer
shall, by 3:00 p.m. New York time on such Business Day, withdraw from the
Custodial Account any and all amounts payable or reimbursable to the Depositor,
the Servicer, the Trustee, the Responsible Party, the Seller or any Sub-Servicer
pursuant to Section 3.11 and shall pay such amounts to the Persons entitled
thereto.

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

      (d)   Funds held in the Custodial Account at any time may be delivered by
the Servicer to the Trustee for deposit in an account (which may be the
Certificate Account and must satisfy the standards for the Certificate Account
as set forth in the definition thereof) and for all purposes of this Agreement
shall be deemed to be a part of the Custodial Account (and in such event, the
Servicer shall provide the Trustee with written instructions regarding the
investment of such funds); provided, however, that the Trustee shall have the
sole authority to withdraw any funds held pursuant to this subsection (d). In
the event the Servicer shall deliver to the Trustee for deposit in the
Certificate Account any amount not required to be deposited therein, it may at

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any time request in writing that the Trustee withdraw such amount from the
Certificate Account and remit to it any such amount, any provision herein to the
contrary notwithstanding. In no event shall the Trustee incur liability as a
result of withdrawals from the Certificate Account at the direction of the
Servicer in accordance with the immediately preceding sentence. In addition, the
Servicer shall deliver to the Trustee from time to time for deposit, and the
Trustee shall so deposit, in the Certificate Account:

            (i)     any Advances, as required pursuant to Section 4.03;

            (ii)    any amounts required to be deposited pursuant to Section
      3.23(d) or (f) in connection with any REO Property;

            (iii)   any amounts to be paid in connection with a purchase of
      Mortgage Loans and REO Properties pursuant to Section 9.01; and

            (iv)    any amounts required to be deposited pursuant to Section
      3.24 in connection with any Prepayment Interest Shortfall.

      (e)   The Servicer shall deposit in the Custodial Account any amounts
required to be deposited pursuant to Section 3.12(b) in connection with losses
realized on Permitted Investments with respect to funds held in the Custodial
Account (and the Certificate Account to the extent that funds therein are deemed
to be part of the Custodial Account).

      SECTION 3.11  Withdrawals from the Custodial Account and Certificate
Account. (a) The Servicer shall, from time to time, make withdrawals from the
Custodial Account for any of the following purposes or as described in Section
4.03:

            (i)     to remit to the Trustee for deposit in the Certificate
      Account the amounts required to be so remitted pursuant to Section 3.10(b)
      or permitted to be so remitted pursuant to the first sentence of Section
      3.10(d);

            (ii)    subject to Section 3.16(d), to reimburse the Servicer for
      Advances, but only to the extent of amounts received which represent Late
      Collections (net of the related Servicing Fees) of Monthly Payments on
      Mortgage Loans with respect to which such Advances were made in accordance
      with the provisions of Section 4.03;

            (iii)   subject to Section 3.16(d), to pay the Servicer or any
      Sub-Servicer, as applicable, (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 Subsequent Recoveries received with respect to such
      Mortgage Loan and (c) any Nonrecoverable Servicing Advances with respect
      to the final liquidation of a Mortgage Loan, but only to the extent that
      Late Collections, Liquidation Proceeds, Insurance Proceeds and Subsequent
      Recoveries received with respect to such Mortgage Loan are insufficient to
      reimburse the Servicer or any Sub-Servicer for Servicing Advances;

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            (iv)    to pay to the Servicer as servicing compensation (in
      addition to the Servicing Fee) on the Servicer Remittance Date any
      interest or investment income earned on funds deposited in the Custodial
      Account;

            (v)     to pay to the Servicer, the Depositor, the Responsible
      Party or the Seller, as the case may be, with respect to each Mortgage
      Loan that has previously been purchased or replaced pursuant to Section
      2.03 or Section 3.16(c) all amounts received thereon subsequent to the
      date of purchase or substitution, as the case may be;

            (vi)    to reimburse the Servicer for any Advance previously made
      which the Servicer has determined to be a Nonrecoverable Advance in
      accordance with the provisions of Section 4.03;

            (vii)   to reimburse the Servicer or the Depositor for expenses
      incurred by or reimbursable to the Servicer or the Depositor, as the case
      may be, pursuant to Section 3.02(b) and Section 6.03;

            (viii)  to reimburse the Servicer or Trustee for expenses
      reasonably incurred in connection with any breach or defect giving rise to
      the purchase obligation under Section 2.03 of this Agreement, including
      any expenses arising out of the enforcement of the purchase obligation;

            (ix)    to pay, or to reimburse the Servicer for Servicing
      Advances in respect of, expenses incurred in connection with any Mortgage
      Loan pursuant to Section 3.16(b); and

            (x)     to clear and terminate the Custodial Account pursuant to
      Section 9.01.

      The Servicer shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the Custodial Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
shall provide written notification to the Trustee, on or prior to the next
succeeding Servicer Remittance Date, upon making any withdrawals from the
Custodial Account pursuant to subclauses (vi) and (vii) above; provided that an
Officers' Certificate in the form described under Section 4.03(d) shall suffice
for such written notification to the Trustee in respect of clause (vi) hereof.

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

            (i)     to make distributions to Certificateholders in accordance
      with Section 4.01;

            (ii)    to pay to itself amounts to which it is entitled pursuant to
      Section 8.05 or for Extraordinary Trust Fund Expenses;

            (iii)   to reimburse itself pursuant to Section 7.02;

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            (iv)    to pay any amounts in respect of taxes pursuant to
      Section 10.01(g)(iii);

            (v)     to pay to an Advancing Person reimbursements for Advances
      and/or Servicing Advances pursuant to Section 3.26; and

            (vi)    to clear and terminate the Certificate Account pursuant
      to Section 9.01.

      SECTION 3.12  Investment of Funds in the Custodial Account and the
Certificate Account. (a) The Servicer may direct any depository institution
maintaining the Custodial Account (for purposes of this Section 3.12, an
"Investment Account") to invest the funds in such Investment Account in one or
more Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if a Person other than the 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. Amounts in the Certificate Account shall be
held uninvested. All such Permitted Investments shall be held to maturity,
unless payable on demand. Any investment of funds in an Investment Account shall
be made in the name of the Trustee for the benefit of the Certificateholders.
The Trustee shall be entitled to sole possession (except with respect to
investment direction of funds held in the Custodial Account and any income and
gain realized thereon) over each such investment, 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 a
Permitted Investment payable on demand, the party with investment discretion
over such Investment Account shall:

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

            (y)     demand payment of all amounts due thereunder promptly upon
      determination by a Responsible Officer of the Trustee that such Permitted
      Investment would not constitute a Permitted Investment in respect of funds
      thereafter on deposit in the Investment Account.

      (b)   All income and gain realized from the investment of funds deposited
in the Custodial Account and any REO Account held by or on behalf of the
Servicer, shall be for the benefit of the Servicer and shall be subject to its
withdrawal in accordance with Section 3.11 or Section 3.23, as applicable. The
Servicer shall deposit in the Custodial Account or any REO Account, as
applicable, the amount of any loss of principal incurred in respect of any such
Permitted Investment made with funds in such accounts immediately upon
realization of such loss.

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      (c)   Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment (of which a Responsible Officer of the Trustee obtains actual
knowledge), the Trustee may and, subject to Section 8.01 and Section 8.02(v),
upon the request of the 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.

      (d)   The Trustee or its Affiliates are permitted to receive additional
compensation that could be deemed to be in the Trustee's economic self-interest
for (i) serving as investment adviser, administrator, shareholder servicing
agent, custodian or sub-custodian with respect to certain of the Permitted
Investments and (ii) effecting or using Affiliates to effect transactions in
certain Permitted Investments. Such compensation shall not be considered an
amount that is reimbursable or payable to the Trustee pursuant to Section 3.11
or 3.12 or otherwise payable in respect of Extraordinary Trust Fund Expenses.

      SECTION 3.13  [Reserved].

      SECTION 3.14  Maintenance of Hazard Insurance and Errors and Omissions
and Fidelity Coverage. (a) The Servicer shall cause to be maintained for each
Mortgage Loan fire insurance with extended coverage on the related Mortgaged
Property in an amount which is at least equal to the lesser of the current
principal balance of such Mortgage Loan and the amount necessary to fully
compensate for any damage or loss to the improvements that are a part of such
property on a replacement cost basis, in each case in an amount not less than
such amount as is necessary to avoid the application of any coinsurance clause
contained in the related hazard insurance policy. The Servicer shall also cause
to be maintained fire insurance with extended coverage on each REO Property in
an amount which is at least equal to the lesser of (i) the maximum insurable
value of the improvements which are a part of such property and (ii) the
outstanding principal balance of the related Mortgage Loan at the time it became
an REO Property, plus accrued interest at the Mortgage Rate and related
Servicing Advances. The Servicer will comply in the performance of this
Agreement with all reasonable rules and requirements of each insurer under any
such hazard policies. Any amounts to be collected by the Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or amounts to be released to the
Mortgagor in accordance with the procedures that the Servicer would follow in
servicing loans held for its own account, subject to the terms and conditions of
the related Mortgage and Mortgage Note) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.11, if received in respect
of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to
Section 3.23, if received in respect of an REO Property. Any cost incurred by
the Servicer in maintaining any such insurance shall not, for the purpose of
calculating distributions to Certificateholders, be added to the unpaid
principal balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit. It is understood and agreed that no earthquake
or other additional insurance is to be required of any Mortgagor other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. If the Mortgaged Property
or REO Property is at any time in an area identified in the

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Federal Register by the Federal Emergency Management Agency as having special
flood hazards and flood insurance has been made available, the Servicer will
cause to be maintained a flood insurance policy in respect thereof. Such flood
insurance shall be in an amount equal to the lesser of (i) the unpaid principal
balance of the related Mortgage Loan and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is
located is participating in such program).

      In the event that the Servicer shall obtain and maintain a blanket policy
with an insurer having a General Policy Rating of B or better in Best's Key
Rating Guide (or such other rating that is comparable to such rating) insuring
against hazard losses on all of the Mortgage Loans, it shall conclusively be
deemed to have satisfied its obligations as set forth in the first two sentences
of this Section 3.14, it being understood and agreed that such policy may
contain a deductible clause, in which case the Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property or REO
Property a policy complying with the first two sentences of this Section 3.14,
and there shall have been one or more losses which would have been covered by
such policy, deposit to the Custodial Account from its own funds the
amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself,
the Trustee and Certificateholders, claims under any such blanket policy in a
timely fashion in accordance with the terms of such policy.

      (b)   The Servicer shall keep in force during the term of this Agreement
a policy or policies of insurance covering errors and omissions for failure in
the performance of the Servicer's obligations under this Agreement, which policy
or policies shall be in such form and amount that would meet the requirements of
the FDIC. The Servicer shall also maintain a fidelity bond in the form and
amount that would meet the requirements of the FDIC. The Servicer shall be
deemed to have complied with this provision if an Affiliate of the Servicer has
such errors and omissions and fidelity bond coverage and, by the terms of such
insurance policy or fidelity bond, the coverage afforded thereunder extends to
the Servicer. Any such errors and omissions policy and fidelity bond shall by
its terms not be cancelable without thirty days prior written notice to the
Trustee. The Servicer shall also cause each Sub-Servicer to maintain a policy of
insurance covering errors and omissions and a fidelity bond which would meet
such requirements.

      SECTION 3.15  Enforcement of Due-On-Sale Clauses; Assumption Agreements.
The Servicer will, to the extent it has knowledge of any conveyance or
prospective conveyance of any Mortgaged Property by any Mortgagor (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause, if any, applicable thereto; provided, however, that the
Servicer shall not be required to take such action if in its sole business
judgment the Servicer believes it is not in the best interests of the Trust Fund
and shall not exercise any such rights if prohibited by law from doing so. If
the Servicer reasonably believes it is unable under applicable law to enforce
such "due-on-sale" clause, or if any of the other conditions set forth in the
proviso to the preceding sentence apply, the Servicer will enter into an
assumption and modification agreement

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from or with the person to whom such property has been conveyed or is proposed
to be conveyed, pursuant to which such person becomes liable under the Mortgage
Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. The Servicer is also authorized to enter into a substitution of
liability agreement with such person, pursuant to which the original Mortgagor
is released from liability and such person is substituted as the Mortgagor and
becomes liable under the Mortgage Note, provided that no such substitution shall
be effective unless such person satisfies the underwriting criteria of the
Originator and has a credit risk rating at least equal to that of the original
Mortgagor. In connection with any assumption or substitution, the Servicer shall
apply the Originator's underwriting standards and follow such practices and
procedures as shall be normal and usual in its general mortgage servicing
activities and as it applies to other mortgage loans owned solely by it. The
Servicer shall not take or enter into any assumption and modification agreement,
however, unless (to the extent practicable in the circumstances) it shall have
received confirmation, in writing, of the continued effectiveness of any
applicable hazard insurance policy. Any fee collected by the Servicer in respect
of an assumption, modification or substitution of liability agreement shall be
retained by the Servicer as additional servicing compensation. In connection
with any such assumption, no material term of the Mortgage Note (including but
not limited to the related Mortgage Rate and the amount of the Monthly Payment)
may be amended or modified, except as otherwise required pursuant to the terms
thereof. The Servicer shall notify the Trustee that any such substitution,
modification or assumption agreement has been completed by forwarding to the
Trustee the executed original of such substitution, modification or assumption
agreement, which document shall be added to the related Mortgage File and shall,
for all purposes, be considered a part of such Mortgage File to the same extent
as all other documents and instruments constituting a part thereof.

      Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Servicer may be restricted by law from preventing, for any
reason whatever. For purposes of this Section 3.15, the term "assumption" is
deemed to also include a sale (of the Mortgaged Property) subject to the
Mortgage that is not accompanied by an assumption or substitution of liability
agreement.

      SECTION 3.16  Realization Upon Defaulted Mortgage Loans. (a) The
Servicer shall exercise its discretion, consistent with customary servicing
procedures and the terms of this Agreement, with respect to the enforcement and
servicing of defaulted Mortgage Loans in such manner as will maximize the
receipt of principal and interest with respect thereto, including, but not
limited to, the modification of such Mortgage Loan, or foreclosure upon the
related Mortgaged Property and disposition thereof.

      In furtherance of the foregoing, the Servicer shall use its best efforts,
consistent with Accepted Servicing Practices, to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07. The Servicer shall be responsible for all costs and expenses
incurred by it in any such proceedings; provided, however, that such costs and
expenses will be recoverable as

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Servicing Advances by the Servicer as contemplated in Section 3.11 and Section
3.23. The foregoing is subject to the provision that, in any case in which
Mortgaged Property shall have suffered damage from an Uninsured Cause, the
Servicer shall not be required to expend its own funds toward the restoration of
such property unless it shall determine in its discretion that such restoration
will increase the proceeds of liquidation of the related Mortgage Loan after
reimbursement to itself for such expenses.

      (b)   Notwithstanding the foregoing provisions of this Section 3.16 or
any other provision of this Agreement, 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, on behalf of the Trust Fund either (i) obtain
title to such Mortgaged Property as a result of or in lieu of foreclosure or
otherwise, or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property, if, as a result of any such action,
the Trustee, the Trust Fund or the Certificateholders would be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
from time to time, or any comparable law, unless the Servicer has also
previously determined, based on its reasonable judgment and a report prepared by
an Independent Person who regularly conducts environmental audits using
customary industry standards, that:

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

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

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

      If the Servicer determines, as described above, that it is in the best
economic interest of the Trust Fund to take such actions as are necessary to
bring any such Mortgaged Property into compliance with applicable environmental
laws, or to take such action with respect to the containment, clean-up or
remediation of hazardous substances, hazardous materials, hazardous wastes or
petroleum-based materials affecting any such Mortgaged Property, then the
Servicer shall take such action as it deems to be in the best economic interest
of the Trust Fund; provided

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that any amounts disbursed by the Servicer pursuant to this Section 3.16(b)
shall constitute Servicing Advances, subject to Section 4.03(d). The cost of any
such compliance, containment, cleanup or remediation shall be advanced by the
Servicer, subject to the Servicer's right to be reimbursed therefor from the
Custodial Account as provided in Section 3.11(a)(iii) and (a)(ix), such right of
reimbursement being prior to the rights of Certificateholders to receive any
amount in the Custodial Account received in respect of the affected Mortgage
Loan or other Mortgage Loans.

      (c)   The Servicer may at its option purchase from REMIC I any Mortgage
Loan or related REO Property that is 90 days or more delinquent, which the
Servicer determines in good faith will otherwise become subject to foreclosure
proceedings (evidence of such determination to be delivered in writing to the
Trustee, in form and substance satisfactory to the Trustee prior to purchase),
at a price equal to the Purchase Price; provided, however, that the Servicer
shall purchase any such Mortgage Loans or related REO Properties on the basis of
delinquency, purchasing the most delinquent Mortgage Loans or related REO
Properties first. The Purchase Price for any Mortgage Loan or related REO
Property purchased hereunder shall be deposited in the Custodial Account, and
the Trustee, upon receipt of written certification from the Servicer of
such deposit, shall release or cause to be released to the Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Servicer shall
furnish and as shall be necessary to vest in the Servicer title to any Mortgage
Loan or related REO Property released pursuant hereto.

      (d)   Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries, in respect of
any Mortgage Loan, will be applied in the following order of priority: first, to
reimburse the Servicer or any Sub-Servicer for any related unreimbursed
Servicing Advances and Advances, pursuant to Section 3.11(a)(ii) or (a)(iii);
second, to accrued and unpaid interest on the Mortgage Loan, to the date of the
Final Recovery Determination, or to the Due Date prior to the Distribution Date
on which such amounts are to be distributed if not in connection with a Final
Recovery Determination; and third, as a recovery of principal of the Mortgage
Loan. If the amount of the recovery so allocated to interest is less than the
full amount of accrued and unpaid interest due on such Mortgage Loan, the amount
of such recovery will be allocated by the Servicer as follows: first, to unpaid
Servicing Fees; and second, to the balance of the interest then due and owing.
The portion of the recovery so allocated to unpaid Servicing Fees shall be
reimbursed to the Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii).

      SECTION 3.17  Trustee to Cooperate; Release of Mortgage Files. (a) Upon
the payment in full of any Mortgage Loan, or upon the receipt by the Servicer of
a notification that payment in full shall be escrowed in a manner customary for
such purposes, the Servicer shall immediately notify or cause to be notified the
Trustee by a certification in the form of Exhibit E (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.10 have been or will be so deposited) of a
Servicing Officer and shall request delivery to it of the Mortgage File. Upon
receipt of such certification and request, the Trustee shall promptly release
the related Mortgage File to the Servicer at no cost to the

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Trustee or the Trust Fund. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Custodial Account or the Certificate Account.

      (b)   From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trustee shall, upon any
request made by or on behalf of the Servicer and delivery to the Trustee of a
Request for Release in the form of Exhibit E, release the related Mortgage File
to the Servicer, and the Trustee shall, at the direction of the Servicer,
execute such documents as shall be necessary to the prosecution of any such
proceedings. Such Request for Release shall obligate the Servicer to return each
and every document previously requested from the Mortgage File to the Trustee
when the need therefor by the Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Servicer has delivered, or
caused to be delivered, to the Trustee an additional Request for Release
certifying as to such liquidation or action or proceedings. Upon the request of
the Trustee, the Servicer shall provide notice to the Trustee of the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the Custodial Account have been so deposited, or
that such Mortgage Loan has become an REO Property, any outstanding Requests for
Release with respect to such Mortgage Loan shall be released by the Trustee to
the Servicer or its designee.

      (c)   Upon written certification of a Servicing Officer, the Trustee
shall execute and deliver to the Servicer or the Sub-Servicer, as the case may
be, any court pleadings, requests for trustee's sale or other documents
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity. Each such certification shall
include a request that such pleadings or documents be executed by the Trustee
and a statement as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.

      SECTION 3.18  Servicing Compensation. As compensation for the activities
of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee
with respect to each Mortgage Loan payable solely from payments of interest in
respect of such Mortgage Loan, subject to Section 3.24. In addition, the
Servicer shall be entitled to recover unpaid Servicing Fees out of Insurance
Proceeds, Liquidation Proceeds or Subsequent Recoveries to the extent permitted
by Section 3.11(a)(iii) and out of amounts derived from the operation and sale
of an REO Property to the extent permitted by Section 3.23. Except as provided
in Sections 3.26, the

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right to receive the Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Servicer's responsibilities
and obligations under this Agreement; provided, however, that the Servicer may
pay from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a
Sub-Servicing Agreement entered into under Section 3.02.

      Additional servicing compensation in the form of assumption fees, late
payment charges, insufficient funds charges or otherwise (subject to Section
3.24 and other than Prepayment Charges) shall be retained by the Servicer only
to the extent such fees or charges are received by the Servicer. The Servicer
shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the
Custodial Account and pursuant to Section 3.23(b) to withdraw from any REO
Account, as additional servicing compensation, interest or other income earned
on deposits therein, subject to Section 3.12 and Section 3.24. The Servicer
shall be required to pay all expenses incurred by it in connection with its
servicing activities hereunder (including premiums for the insurance required by
Section 3.14, to the extent such premiums are not paid by the related Mortgagors
or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the
extent provided herein in Section 8.05, the expenses of the Trustee) and shall
not be entitled to reimbursement therefor except as specifically provided
herein.

      SECTION 3.19  Reports to the Trustee and Others; Custodial Account
Statements. Not later than twenty days after each Distribution Date, the
Servicer shall forward to the Trustee (upon the Trustee's request) and the
Depositor the most current available bank statement for the Custodial Account.
Copies of such statement shall be provided by the Trustee to any
Certificateholder and to any Person identified to the Trustee as a prospective
transferee of a Certificate, upon request at the expense of the requesting
party, provided such statement is delivered by the Servicer to the Trustee.

      SECTION 3.20  [Reserved].

      SECTION 3.21  [Reserved].

      SECTION 3.22  Access to Certain Documentation. The Servicer shall
provide to the Office of Thrift Supervision, the FDIC, and any other federal or
state banking or insurance regulatory authority that may exercise authority over
any Certificateholder or Certificate Owner, access to the documentation in the
Servicer's possession regarding the Mortgage Loans required by applicable laws
and regulations. Such access shall be afforded without charge, but only upon
reasonable request and during normal business hours at the offices of the
Servicer designated by it. In addition, access to the documentation in the
Servicer's possession regarding the Mortgage Loans will be provided to any
Certificateholder or Certificate Owner, the Trustee and to any Person identified
to the Servicer as a prospective transferee of a Certificate; provided, however,
that providing access to such Person will not violate any applicable laws, upon
reasonable request during normal business hours at the offices of the Servicer
designated by it at the expense of the Person requesting such access.

      SECTION 3.23  Title, Management and Disposition of REO Property. (a) The
deed or certificate of sale of any REO Property shall be taken in the name of
the Trustee, or its nominee, on behalf of the Trust Fund and for the benefit of
the Certificateholders. The Servicer, on behalf

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

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

      (c)   The Servicer shall have the sole discretion to determine whether an
immediate sale of an REO Property or continued management of such REO Property
is in the best interests of the Certificateholders. In furtherance of the
foregoing, the Servicer shall have full power and authority, subject only to the
specific requirements and prohibitions of this Agreement, to do any and all
things in connection with any REO Property as are consistent with the manner in
which the Servicer manages and operates similar property owned by the Servicer
or any of its Affiliates, all on such terms and for such period as the Servicer
deems to be in the best interests of Certificateholders. In connection
therewith, the Servicer shall deposit, or cause to be deposited in the clearing
account in which it customarily deposits payments and collections on mortgage
loans in connection with its mortgage loan servicing activities on a daily
basis, and in no event more than one Business Day after the Servicer's receipt
thereof, and shall thereafter deposit in the REO Account, in no event more than
two Business Days after the Servicer's receipt thereof, all revenues received by
it with respect to an REO Property and shall withdraw therefrom funds necessary
for the proper operation, management and maintenance of such REO Property
including, without limitation:

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

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

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

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

      Notwithstanding the foregoing, the Servicer shall not and the Trustee
shall not knowingly authorize the Servicer to:

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

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

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

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

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

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

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

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

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            (iii)   none of the provisions of this Section 3.23(c) relating
      to any such contract or to actions taken through any such Independent
      Contractor shall be deemed to relieve the Servicer of any of its duties
      and obligations to the Trustee on behalf of the Certificateholders with
      respect to the operation and management of any such REO Property; and

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

      The Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Servicer by such Independent
Contractor, and nothing in this Agreement shall be deemed to limit or modify
such indemnification. The Servicer shall be solely liable for all fees owed by
it to any such Independent Contractor, irrespective of whether the Servicer's
compensation pursuant to Section 3.18 is sufficient to pay such fees; provided,
however, that to the extent that any payments made by such Independent
Contractor would constitute Servicing Advances if made by the Servicer, such
amounts shall be reimbursable as Servicing Advances made by the Servicer.

      (d)   In addition to the withdrawals permitted under Section 3.23(c), the
Servicer may from time to time make withdrawals from the REO Account for any REO
Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect
of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer
for unreimbursed Servicing Advances and Advances made in respect of such REO
Property or the related Mortgage Loan. On the Servicer Remittance Date, the
Servicer shall withdraw from each REO Account maintained by it and deposit into
the Certificate Account in accordance with Section 3.10(d)(ii), for distribution
on the related Distribution Date in accordance with Section 4.01, the income
from the related REO Property received during the prior calendar month, net of
any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d).

      (e)   Subject to the time constraints set forth in Section 3.23(a), each
REO Disposition shall be carried out by the Servicer at such price and upon such
terms and conditions as the Servicer shall deem necessary or advisable, as shall
be normal and usual in its Accepted Servicing Practices.

      (f)   The proceeds from the REO Disposition, net of any amount required
by law to be remitted to the Mortgagor under the related Mortgage Loan and net
of any payment or reimbursement to the Servicer or any Sub-Servicer as provided
above, shall be deposited in the Certificate Account in accordance with Section
3.10(d)(ii) on the Servicer Remittance Date in the month following the receipt
thereof for distribution on the related Distribution Date in accordance with
Section 4.01. Any REO Disposition shall be for cash only (unless changes in the
REMIC Provisions made subsequent to the Startup Day allow a sale for other
consideration).

      (g)   The Servicer shall file information returns with respect to the
receipt of mortgage interest received in a trade or business, reports of
foreclosures and abandonments of any

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Mortgaged Property and cancellation of indebtedness income with respect to any
Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code,
respectively. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the
Code.

      SECTION 3.24 Obligations of the Servicer in Respect of Prepayment Interest
Shortfalls. The Servicer shall deliver to the Trustee for deposit into the
Certificate Account by 1:00 p.m. New York time on the Servicer Remittance Date
from its own funds an amount equal to the lesser of (i) the aggregate of the
Prepayment Interest Shortfalls for the related Distribution Date resulting from
full Principal Prepayments during the related Prepayment Period and (ii) the
aggregate Servicing Fee for the related Prepayment Period. Any amounts paid by
the Servicer pursuant to this Section 3.24 shall not be reimbursed by any Trust
REMIC or the Trust Fund.

      SECTION 3.25 Obligations of the Servicer in Respect of Mortgage 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 Rates, Monthly Payments or Stated Principal Balances
that were made by the Servicer in a manner not consistent with the terms of the
related Mortgage Note applicable laws, regulations and rulings and this
Agreement, the Servicer, upon discovery or receipt of notice thereof, shall
immediately deliver to the Trustee for deposit in the Certificate 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 3.25
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 3.26 Advance Facility. (a) The Servicer is hereby authorized to
enter into a financing or other facility (any such arrangement an "Advance
Facility") with any Person which provides that such Person (an "Advancing
Person") may fund Advances and/or Servicing Advances to the Trust Fund under
this Agreement, although no such facility shall reduce or otherwise affect the
Servicer's obligation to fund such Advances and/or Servicing Advances. If the
Servicer enters into such an Advance Facility pursuant to this Section 3.26,
upon reasonable request of the Advancing Person, the Trustee shall execute a
letter of acknowledgment, confirming its receipt of notice of the existence of
such Advance Facility. To the extent that an Advancing Person funds any Advance
or any Servicing Advance and the Servicer provides the Trustee with an Officers'
Certificate that such Advancing Person is entitled to reimbursement, such
Advancing Person shall be entitled to receive reimbursement pursuant to this
Agreement for such amount to the extent provided in Section 3.26(b). Such
Officers' Certificate must specify the amount of the reimbursement, the Section
of this Agreement that permits the applicable Advance or Servicing Advance to be
reimbursed and the section(s) of the Advance Facility that entitle the Advancing
Person to request reimbursement from the Trustee, rather than the Servicer or
proof of an event of default under the Advance Facility. The Trustee shall have
no duty or liability with respect to any calculation of any reimbursement to be
paid to an Advancing Person and shall be entitled to rely without independent
investigation on the Advancing Person's notice provided pursuant to this Section
3.26. The Trustee shall have no responsibility to track or monitor the
administration of the Advance Facility. An Advancing Person whose obligations

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hereunder are limited to the funding of Advances and/or Servicing Advances shall
not be required to meet the qualifications of the Servicer or a Sub-Servicer
pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer
under this Agreement.

      (b)   If an advancing facility is entered into, then the Servicer shall
not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section
3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund,
but instead the Servicer shall remit such amounts 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. The Trustee is hereby authorized to pay to the Advancing
Person, reimbursements for Advances and Servicing Advances from the Certificate
Account to the same extent the Servicer would have been permitted to reimburse
itself for such Advances and/or Servicing Advances in accordance with Section
3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be,
had the Servicer itself funded such Advance or Servicing Advance. The Trustee is
hereby authorized to pay directly to the Advancing Person such portion of the
Servicing Fee as the parties to any advancing facility agree in writing.

      (c)   All Advances and Servicing Advances made pursuant to the terms of
this Agreement shall be deemed made and shall be reimbursed on a "first in-first
out" (FIFO) basis.

      (d)   Any amendment to this Section 3.26 or to any other provision of this
Agreement that may be necessary or appropriate to effect the terms of an Advance
Facility as described generally in this Section 3.26, including amendments to
add provisions relating to a successor Servicer, may be entered into by the
Trustee and the Servicer without the consent of any Certificateholder,
notwithstanding anything to the contrary in this Agreement; provided, however,
such amendment shall otherwise comply with Section 13.01 hereof. All costs and
expenses (including attorneys' fees) of each party hereto related to such
amendment shall be borne by the Servicer without reimbursement from the Trust
Fund.

      SECTION 3.27 Net WAC Rate Carryover Reserve Account. (a) No later than the
Closing Date, the Trustee shall establish and maintain with itself, a separate,
segregated trust account (the "Net WAC Rate Carryover Reserve Account") titled,
"Net WAC Rate Carryover Reserve Account, Wells Fargo Bank, N.A., as Trustee, in
trust for the registered holders of Carrington Mortgage Loan Trust, Series
2006-FRE1, Asset Backed Pass-Through Certificates." On the Business Day prior to
each Distribution Date, the Trustee will deposit any amounts received under the
Cap Contracts into the Net WAC Carryover Reserve Account. All amounts deposited
in the Net WAC Rate Carryover Reserve Account shall be distributed to the
Holders of the Class A Certificates and the Mezzanine Certificates in the manner
set forth in Section 4.01(a)(4).

      (b)   On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Class A Certificates or the Mezzanine
Certificates, the Trustee has been directed by the Class CE Certificateholders
to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account
the amounts described in Section 4.01(a)(4), rather than distributing such
amounts to the Class CE Certificateholders. On each such Distribution Date, the
Trustee shall hold all such amounts for the benefit of the Holders of the Class
A Certificates and the

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Mezzanine Certificates, and will distribute such amounts to the Holders of the
Class A Certificates and the Mezzanine Certificates in the amounts and
priorities set forth in Section 4.01(a)(4).

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

      (d)   By accepting a Class CE Certificate, each Class CE Certificateholder
hereby agrees to direct the Trustee, and the Trustee hereby is directed, to
deposit into the Net WAC Rate Carryover Reserve Account the amounts described
above on each Distribution Date as to which there is any Net WAC Rate Carryover
Amount rather than distributing such amounts to the Class CE Certificateholders.
By accepting a Class CE Certificate, each Class CE Certificateholder further
agrees that such direction is given for good and valuable consideration, the
receipt and sufficiency of which is acknowledged by such acceptance.

      (e)   Amounts on deposit in the Net WAC Rate Carryover Reserve Account
shall remain uninvested.

      (f)   For federal tax return and information reporting, the right of the
Holders of the Class A Certificates and the Mezzanine Certificates to receive
payments from the Net WAC Rate Carryover Reserve Account in respect of any Net
WAC Rate Carryover Amount shall be assigned a value of $1,000 and $1,000,
respectively.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

      SECTION 4.01 Distributions. (a) (1) On each Distribution Date, the
following amounts, in the following order of priority, shall be distributed by
REMIC I to REMIC II on account of the REMIC I Regular Interests or withdrawn
from the Certificate Account and distributed to the holders of the Class R-I
Interest, as the case may be:

                  (i)   first, to Holders of REMIC I Regular Interest I-LTAA,
            REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
            REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4,
            REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
            REMIC I Regular Interest I-LTM3,

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            REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
            REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7,
            REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9,
            REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTP and
            REMIC I Regular Interest I-LTZZ, in an amount equal to (A) the
            Uncertificated Interest for such Distribution Date, plus (B) any
            amounts in respect thereof remaining unpaid from previous
            Distribution Dates. Amounts payable as Uncertificated Interest in
            respect of REMIC I Regular Interest I-LTZZ shall be reduced when the
            sum of the REMIC I Overcollateralized Amount is less than the REMIC
            I Required Overcollateralized Amount, by the lesser of (x) the
            amount of such difference and (y) the Maximum I-LTZZ Uncertificated
            Interest Deferral Amount and such amounts will be payable to the
            Holders of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest
            I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest
            I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
            I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
            I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
            I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
            I-LTM8, REMIC I Regular Interest I- LTM9, REMIC Regular Interest
            I-LTM10 in the same proportion as the Overcollateralization Increase
            Amount is allocated to the Corresponding Certificates and the
            Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be
            increased by such amount;

                  (ii)  second, to the Holders of REMIC I Regular Interests, in
            an amount equal to the remainder of the Available Distribution
            Amount for such Distribution Date after the distributions made
            pursuant to clause (i) above, allocated as follows:

                        (a)   98.00% of such remainder (less the amount payable
                  in clause (e) below), to the Holders of REMIC I Regular
                  Interest I-LTAA, until the Uncertificated Balance of such
                  REMIC I Regular Interest is reduced to zero;

                        2% of such remainder, first to the Holders of REMIC I
                  Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
                  REMIC I Regular Interest I-LTA3, REMIC I Regular Interest
                  I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular
                  Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
                  Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
                  REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
                  I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
                  Interest I-LTM9, REMIC Regular Interest I-LTM10, 1.00% of and
                  in the same proportion as principal payments are allocated to
                  the Corresponding Certificates, until the Uncertificated
                  Balances of such REMIC I Regular Interests are reduced to
                  zero; and second, to the Holders of REMIC I Regular Interest
                  I-LTZZ, (less the amount payable in clause (c) below), until
                  the Uncertificated Balance of such REMIC I Regular Interest is
                  reduced to zero; then

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                        (b)   to the Holders of REMIC I Regular Interest I-LTP,
                  on the Distribution Date immediately following the expiration
                  of the latest Prepayment Charge as identified on the
                  Prepayment Charge Schedule or any Distribution Date thereafter
                  until $100 has been distributed pursuant to this clause; and

                        (c)   any remaining amount to the Holders of the Class R
                  Certificates (as Holder of the Class R-I Interest);

provided, however, that 98.00% and 2.00% of any principal payments that are
attributable to an Overcollateralization Reduction Amount shall be allocated to
Holders of REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ,
respectively.

            (2)   On each Distribution Date, the Trustee shall withdraw from the
      Certificate Account an amount equal to the Interest Remittance Amount and
      distribute to the Certificateholders the following amounts, in the
      following order of priority:

                  (i)   to the Holders of each Class of the Class A
            Certificates, on a pro rata basis based on the entitlement of each
            such Class, an amount equal to the Senior Interest Distribution
            Amount allocable to such Class of the Class A Certificates; and

                  (ii)  sequentially, to the Holders of the Class M-1
            Certificates, 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, Class M-10 Certificates, in that order, an amount
            equal to the Interest Distribution Amount allocable to each such
            Class.

            (3)   On each Distribution Date, the Trustee shall withdraw from the
      Certificate Account an amount equal to the Principal Distribution Amount
      and distribute to the Certificateholders the following amounts, in the
      following order of priority:

            (A)   On each Distribution Date (a) prior to the Stepdown Date or
      (b) on which a Trigger Event is in effect, the Principal Distribution
      Amount shall be distributed in the following order of priority:

                  (i)   sequentially, to the holders of the Class A-1
            Certificates, Class A-2 Certificates, Class A-3 Certificates and
            Class A-4 Certificates, in that order, until the aggregate
            Certificate Principal Balance of the Class A Certificates have been
            reduced to zero; and

                  (ii)  sequentially, to the holders of the Class M-1
            Certificates, 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 M-10 Certificates, in that order, until the
            Certificate Principal Balance of each such Class has been reduced to
            zero.

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            (B)   On each Distribution Date (a) on or after the Stepdown Date
      and (b) on which a Trigger Event is not in effect, the Principal
      Distribution Amount shall be distributed in the following order of
      priority:

                  (i)   sequentially, to the holders of the Class A-1
            Certificates, Class A-2 Certificates, Class A-3 Certificates and
            Class A-4 Certificates, in that order, up to an amount equal to the
            Class A Principal Distribution Amount, until the aggregate
            Certificate Principal Balances of the Class A Certificates have been
            reduced to zero; and

                  (ii)  sequentially, to the Holders of the Class M-1
            Certificates, 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 M-10 Certificates, in that order, up to an
            amount equal to the related Class M Principal Distribution Amount
            until the Certificate Principal Balance of each such class has been
            reduced to zero.

                  On or after the occurrence of the Credit Support Depletion
            Date, all priorities relating to distributions as described in
            Section 4.01(a)(3) of this Agreement in respect of principal among
            the Class A Certificates will be disregarded, and the Principal
            Distribution Amount will be distributed to the remaining Class A
            Certificates on a pro-rata basis in accordance with their respective
            outstanding Certificate Principal Balances.

            (4)   On each Distribution Date, the Net Monthly Excess Cashflow
      shall be distributed by the Trustee as follows:

                  (i)   to the Holders of the Class or Classes of Certificates
            then entitled to receive distributions in respect of principal, as
            part of the Principal Distribution Amount in an amount equal to the
            Overcollateralization Increase Amount for the Certificates, applied
            to reduce the Certificate Principal Balance of such Certificates
            until the aggregate Certificate Principal Balance of such
            Certificates is reduced to zero;

                  (ii)  sequentially, to the Holders of the Class M-1
            Certificates, 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 M-10 Certificates in that order, in each
            case, in an amount equal to the Interest Carry Forward Amount
            allocable to such Class of Certificates;

                  (iii) on a pro rata basis to the Class A-1 Certificates, Class
            A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates,
            and sequentially to the Class M-1 Certificates, 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 M-10

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            Certificates, in that order, in each case up to the related
            Allocated Realized Loss Amount related to each such Class of
            Certificates for such Distribution Date;

                  (iv)  to the Net WAC Rate Carryover Reserve Account, the
            amount by which any Net WAC Rate Carryover Amounts for such
            Distribution Date exceed the amounts received by the Trustee under
            the Cap Contracts;

                  (v)   to the Holders of the Class CE Certificates, (a) the
            Interest Distribution Amount and any Overcollateralization Reduction
            Amount for such Distribution Date and (b) on any Distribution Date
            on which the aggregate Certificate Principal Balance of the Class A
            Certificates and the Mezzanine Certificates have been reduced to
            zero, any remaining amounts in reduction of the Certificate
            Principal Balance of the Class CE Certificates, until the
            Certificate Principal Balance thereof has been reduced to zero; and

                  (vi) to the Holders of the Class R Certificates, any remaining
            amounts; provided that if such Distribution Date is the Distribution
            Date immediately following the expiration of the latest Prepayment
            Charge term on a Mortgage Loan as identified on the Mortgage Loan
            Schedule or any Distribution Date thereafter, then any such
            remaining amounts will be distributed first, to the Holders of the
            Class P Certificates, until the Certificate Principal Balance
            thereof has been reduced to zero; and second, to the Holders of the
            Class R Certificates.

            (5)   On each Distribution Date, after making the distributions of
      the Available Distribution Amount as set forth above, the Trustee will
      withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of
      amounts remaining on deposit therein, the amount of any Net WAC Rate
      Carryover Amount with respect to the Class A Certificates and the
      Mezzanine Certificates for such Distribution Date and distribute such
      amount as follows:

            (A)   concurrently, to the Class A Certificates, on a pro rata basis
      based on the outstanding balance of each such class immediately prior to
      the Distribution Date, but only to the extent of amounts paid under the
      Class A Cap Contract and only up to the related Net WAC Carryover Amount;

            (B)   concurrently, to the Mezzanine Certificates, on a pro rata
      basis based on the outstanding balance of each such class immediately
      prior to the Distribution Date, but only to the extent of amounts paid
      under the Mezzanine Cap Contract and only up to the related Net WAC
      Carryover Amount; and

            (C)   to the Class A Certificates, any related unpaid Net WAC Rate
      Carryover Amount (after taking into account distributions pursuant to
      clause (A) above), distributed on a pro rata basis based on the remaining
      undistributed Net WAC Rate Carryover Amount, but only to the extent of
      amounts remaining under the Class A Cap Contract;

            (D)   to the Mezzanine Certificates, any related unpaid Net WAC Rate
      Carryover Amount (after taking into account distributions pursuant to
      clause (B) above),

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      distributed on a pro rata basis based on the remaining undistributed Net
      WAC Rate Carryover Amount, but only to the extent of amounts remaining
      under the Mezzanine Cap Contract; and

            (E)   to the Class A Certificates and Mezzanine Certificates from
      Net Monthly Excess Cash Flow, any related unpaid Net WAC Carryover Amount
      (after taking into account distributions pursuant to (A) through (D)
      above), distributed in the following order of priority: (i) to the Class A
      Certificates, on a pro rata basis based first on the outstanding
      certificate principal balance immediately prior to the Distribution Date,
      and second on such remaining undistributed Net WAC Carryover Amount, (ii)
      sequentially to the Mezzanine Certificates any such remaining
      undistributed Net WAC Carryover Amount for each class.

      (b)   On each Distribution Date, the Trustee shall withdraw any amounts
then on deposit in the Certificate Account that represent Prepayment Charges
collected by the Servicer, during the related Prepayment Period in connection
with the Principal Prepayment of any of the Mortgage Loans or any Servicer
Prepayment Charge Payment Amount and shall be deemed to distribute such amounts
to the Holder of the REMIC I Regular Interest I-LTP, and then shall distribute
such amounts to the Holders of the Class P Certificates. Such distributions
shall not be applied to reduce the Certificate Principal Balance of the Class P
Certificates.

      Following the foregoing distributions, an amount equal to the amount of
Subsequent Recoveries shall be applied to increase the Certificate Principal
Balance of the Class of Certificates with the Highest Priority up to the extent
of such Realized Losses previously allocated to that Class of Certificates
pursuant to Section 4.04. An amount equal to the amount of any remaining
Subsequent Recoveries shall be applied to increase the Certificate Principal
Balance of the Class of Certificates with the next Highest Priority, up to the
amount of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. Holders of such Certificates will not be
entitled to any distribution in respect of interest on the amount of such
increases for any Interest Accrual Period preceding the Distribution Date on
which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.

      (c)   All distributions made with respect to each Class of Certificates on
each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Payments in respect of each Class of Certificates on each Distribution Date
shall be made to the Holders of the respective Class of record on the related
Record Date (except as otherwise provided in Section 4.01(e) or Section 9.01
respecting the final distribution on such Class), based on the aggregate
Percentage Interest represented by their respective Certificates, and shall be
made by wire transfer of immediately available funds to the account of any such
Holder at a bank or other entity having appropriate facilities therefor, if such
Holder shall (i) own Certificates having denominations aggregating at least
$1,000,000 and (ii) have so notified the Trustee in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date, or otherwise by check mailed by first class mail to the address of such
Holder appearing in the Certificate Register. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and
surrender of such

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Certificate at the office of the Trustee maintained for such purpose pursuant to
Section 8.12 or such other location specified in the notice to
Certificateholders of such final distribution.

      Each distribution with respect to a Book-Entry Certificate shall be paid
to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the Depositor
or the Servicer shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law.

      (d)   The rights of the Certificateholders to receive distributions in
respect of the Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Agreement. None of the Holders of
any Class of Certificates, the Trustee or the Servicer
shall in any way be responsible or liable to the Holders of any other Class of
Certificates in respect of amounts properly previously distributed on the
Certificates.

      (e)   Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Trustee shall, no later than
three (3) days before the related Distribution Date (to the extent that an
accurate Remittance Report is received in a timely manner by the Trustee), mail
to each Holder on such date of such Class of Certificates a notice to the effect
that:

                  (i)   the Trustee expects that the final distribution with
            respect to such Class of Certificates will be made on such
            Distribution Date but only upon presentation and surrender of such
            Certificates at the office of the Trustee therein specified, and

                  (ii)  no interest shall accrue on such Certificates from and
            after the end of the related Interest Accrual Period.

      Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held in trust
by the Trustee and credited to the account of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given
pursuant to this Section 4.01(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee shall, directly or through an agent, mail a final
notice to the remaining non-tendering Certificateholders concerning surrender of
their Certificates and shall continue to hold any remaining funds for the
benefit of non-tendering Certificateholders. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets held in trust for such

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Certificateholders. If within one year after the final notice any such
Certificates shall not have been surrendered for cancellation, the Trustee shall
pay to Barclays Capital Inc., as representative for the underwriters, in
accordance with its wiring instructions, all such amounts, and all rights of
non-tendering Certificateholders in or to such amounts shall thereupon cease. No
interest shall accrue or be payable to any Certificateholder on any amount held
in trust by the Trustee as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with this
Section 4.01(e). Any such amounts held in trust by the Trustee shall be held in
an Eligible Account and shall be held uninvested.

      (f)   Notwithstanding anything to the contrary herein, (i) in no event
shall the Certificate Principal Balance of a Class A Certificate or a Mezzanine
Certificate be reduced more than once in respect of any particular amount
allocated to such Certificate in respect of Realized Losses pursuant to Section
4.04 and (ii) in no event shall the Uncertificated Balance of a REMIC I Regular
Interest be reduced more than once in respect of any particular amount both (a)
allocated to such REMIC I Regular Interest in respect of Realized Losses
pursuant to Section 4.04 and (b) distributed on such REMIC I Regular Interest in
reduction of the Uncertificated Balance thereof pursuant to this Section 4.01.

      SECTION 4.02 Statements to Certificateholders. On the 24th day of any
month, or if such 24th day is not a Business Day, the Business Day immediately
following such 24th day, the Trustee shall prepare and make available via its
website to each Holder of the Regular Certificates, a statement as to the
distributions made on such Distribution Date setting forth:

            (i)       applicable Record Date and Determination Date for
      calculating such distribution;

            (ii)      the aggregate amount of payments received and the sources
      thereof for distributions, fees and expenses;

            (iii)     the amount of the distribution made on such Distribution
      Date to the Holders of the Certificates of each Class allocable to
      principal;

            (iv)      the amount of the distribution made on such Distribution
      Date to the Holders of the Class P Certificates allocable to Prepayment
      Charges;

            (v)       the amount of the distribution made on such Distribution
      Date to the Holders of the Certificates of each Class allocable to
      interest;

            (vi)      the amount of any fees or expenses paid, and the identity
      of the party receiving such fees or expenses, including the aggregate
      Servicing Fee received by the Servicer during the related Due Period and
      such other customary information as the Trustee deems necessary or
      desirable, or which a Certificateholder reasonably requests, to enable
      Certificateholders to prepare their tax returns;

            (vii)     the amount of Net Monthly Excess Cashflow or and the
      disposition of such Net Monthly Excess Cashflow;

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            (viii)    the balance of the Net WAC Rate Carryover Reserve Account,
      if any, at the opening of business and the close of business on such
      Distribution Date;

            (ix)      the aggregate amount, terms and general purpose of
      Advances made or reimbursed for such Distribution Date;

            (x)       any material breaches of mortgage loan representations or
      warranties or covenants in this Agreement;

            (xi)      any material modifications, extensions or waivers to the
      terms of the Mortgage Loans during the related Due Period or that have
      cumulatively become material over time;

            (xii)     information regarding any new issuance of asset-backed
      securities backed by the same asset pool or any pool asset changes;

            (xiii)    the aggregate Stated Principal Balance of the Mortgage
      Loans and any REO Properties at the close of business on such Distribution
      Date;

            (xiv)     the number, aggregate principal balance, weighted average
      remaining term to maturity and weighted average Mortgage Rate of the
      Mortgage Loans as of the related Due Date;

            (xv)      delinquency and loss information (according to the OTS
      delinquency calculation method) relating to the Mortgage Loans, including
      the number and aggregate unpaid principal balance of Mortgage Loans (a)
      delinquent 30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90
      or more days, in each case, as of the last day of the preceding calendar
      month, (d) as to which foreclosure proceedings have been commenced and (e)
      with respect to which the related Mortgagor has filed for protection under
      applicable bankruptcy laws, with respect to whom bankruptcy proceedings
      are pending or with respect to whom bankruptcy protection is in force;

            (xvi)     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 and the Stated Principal
      Balance of such Mortgage Loan as of the date it became an REO Property;

            (xvii)    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;

            (xviii)   the aggregate amount of Principal Prepayments made during
      the related Prepayment Period;

            (xix)     the aggregate amount of Realized Losses incurred during
      the related Prepayment Period (or, in the case of Bankruptcy Losses
      allocable to interest, during the related Due Period), separately
      identifying whether such Realized Losses constituted Bankruptcy Losses and
      the aggregate amount of Realized Losses incurred since the

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      Closing Date and the aggregate amount of Subsequent Recoveries received
      during the related Prepayment Period and the cumulative amount of
      Subsequent Recoveries received since the Closing Date;

            (xx)      the aggregate amount of Extraordinary Trust Fund Expenses
      withdrawn from the Custodial Account or the Certificate Account for such
      Distribution Date;

            (xxi)     the aggregate Certificate Principal Balance and Notional
      Amount, as applicable, of each Class of Certificates, after giving effect
      to the distributions, and allocations of Realized Losses, made on such
      Distribution Date, separately identifying any reduction thereof due to
      allocations of Realized Losses;

            (xxii)    the Certificate Factor for each such Class of Certificates
      applicable to such Distribution Date;

            (xxiii)   the Interest Distribution Amount in respect of the Class A
      Certificates, the Mezzanine Certificates and the Class CE Certificates for
      such Distribution Date and the Interest Carry Forward Amount, if any, with
      respect to the Class A Certificates and the Mezzanine Certificates on such
      Distribution Date, and in the case of the Class A Certificates, the
      Mezzanine Certificates and the Class CE Certificates, separately
      identifying any reduction thereof due to allocations of Realized Losses,
      Prepayment Interest Shortfalls and Relief Act Interest Shortfalls;

            (xxiv)    the aggregate amount of any Prepayment Interest Shortfall
      for such Distribution Date, to the extent not covered by payments by the
      Servicer pursuant to Section 3.24;

            (xxv)     the aggregate amount of Relief Act Interest Shortfalls for
      such Distribution Date;

            (xxvi)    the Overcollateralization Target Amount and the Credit
      Enhancement Percentage for such Distribution Date;

            (xxvii)   the Overcollateralization Increase Amount, if any, for
      such Distribution Date;

            (xxviii)  the Overcollateralization Reduction Amount, if any, for
      such Distribution Date;

            (xxix)    the respective Pass-Through Rates applicable to the Class
      A Certificates, the Mezzanine Certificates, the Class CE Certificates for
      such Distribution Date and the Pass-Through Rate applicable to the Class A
      Certificates and the Mezzanine Certificates for the immediately succeeding
      Distribution Date;

            (xxx)     the Net WAC Rate Carryover Amount for the Class A
      Certificates and the Mezzanine Certificates, if any, for such Distribution
      Date and the amount remaining unpaid after reimbursements therefor on such
      Distribution Date;

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            (xxxi)    whether a Trigger Event is in effect; and

            (xxxii)   payments, if any, made under the Cap Contracts.

      The Trustee shall make such statement (and, at its option, any additional
files containing the same information in an alternative format) available each
month to Certificateholders, the Servicer and the Rating Agencies via the
Trustee's internet website. The Trustee's internet website shall initially be
located at https://www.ctslink.com and assistance in using the website can be
obtained by calling the Trustee's investor relations desk at 1-301-815-6600.
Parties that are unable to use the above distribution options are entitled to
have a paper copy mailed to them via first class mail by calling the investor
relations desk and indicating such. The Trustee shall have the right to change
the way such statements are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trustee shall
provide timely and adequate notification to all above parties regarding any such
changes.

      In the case of information furnished pursuant to subclauses (iii), (iv)
and (v) above, the amounts shall be expressed as a dollar amount per Single
Certificate of the relevant Class.

      Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish to each Person who at any time during the calendar
year was a Holder of a Regular Certificate a statement containing the
information set forth in subclauses (iii), (iv) and (v) 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
provided by the Trustee pursuant to any requirements of the Code as from time to
time are in force.

      Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish to each Person who at any time during the calendar
year was a Holder of a Residual Certificate a statement setting forth the
amount, if any, actually distributed with respect to the Residual Certificates,
as appropriate, aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder.

      The Trustee shall, upon request, furnish to each Certificateholder, during
the term of this Agreement, such periodic, special, or other reports or
information, whether or not provided for herein, as shall be reasonable with
respect to the Certificateholder, or otherwise with respect to the purposes of
this Agreement, all such reports or information to be provided at the expense of
the Certificateholder in accordance with such reasonable and explicit
instructions and directions as the Certificateholder may provide. For purposes
of this Section 4.02, the Trustee's duties are limited to the extent that the
Trustee receives timely reports as required from the Servicer.

      On each Distribution Date the Trustee shall provide Bloomberg Financial
Markets, L.P. ("Bloomberg") CUSIP level factors for each class of Certificates
as of such Distribution Date, using a format and media mutually acceptable to
the Trustee and Bloomberg.

      SECTION 4.03 Remittance Reports; Advances. (a) On the third Business Day
following each Determination Date, the Servicer shall deliver to the Trustee by
telecopy (or by such other means as the Servicer or the Trustee may agree from
time to time) a Remittance Report with

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respect to the related Distribution Date. On the same date, the Servicer shall
electronically transmit to the Trustee (in a format acceptable to the Trustee),
a data file containing the information set forth in such Remittance Report
(including but not limited to the data elements specified in Schedule 4 hereto)
with respect to the related Distribution Date or if electronic transmission is
not available, the Servicer shall forward to the Trustee by overnight mail a
computer readable magnetic tape. Such Remittance Report will include (i) the
amount of Advances to be made by the Servicer in respect of the related
Distribution Date, the aggregate amount of Advances outstanding after giving
effect to such Advances, and the aggregate amount of Nonrecoverable Advances in
respect of such Distribution Date and (ii) such other information with respect
to the Mortgage Loans as the Trustee may reasonably require to perform the
calculations necessary to make the distributions contemplated by Section 4.01
and to prepare the statements to Certificateholders contemplated by Section
4.02. 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 4.03(d), the sum of, (i) the
aggregate amount of Monthly Payments (with each interest portion thereof net of
the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which REO Property an REO Disposition did not occur
during the related Prepayment Period, an amount equal to the excess, if any, of
the REO Imputed Interest on such REO Property for the most recently ended
calendar month, over the net income from such REO Property transferred to the
Certificate Account pursuant to Section 3.23 for distribution on such
Distribution Date; provided, however, that the Servicer shall not be required to
make Advances with respect to Relief Act Interest Shortfalls or Prepayment
Interest Shortfalls in excess of their respective obligations under Section
3.24.

      By 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
Certificate Account an amount equal to the aggregate amount of Advances, if any,
to be made in respect of the Mortgage Loans and REO Properties for the related
Distribution Date either (i) from its own funds or (ii) from the Custodial
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
Custodial Account that amounts held for future distribution have been, as
permitted by this Section 4.03, 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 and REO Properties. Any amounts held for future distribution and so used
shall be appropriately reflected in the Servicer's records and replaced by the
Servicer by deposit in the Custodial Account on or before any future Servicer
Remittance Date to the extent that the Available Distribution Amount 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 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
by telecopy by the close of business on the Business Day prior to the
Distribution Date in the event that the amount remitted by the Servicer to the

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Trustee on such date is less than the amount required to be remitted by the
Servicer as set forth in the Remittance Report for the related Distribution
Date.

      (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 or REO Property, shall continue until a
Final Recovery Determination in connection therewith or the removal thereof from
the Trust Fund pursuant to any applicable provision of this Agreement, except as
otherwise provided in this Section.

      (d)   Notwithstanding anything herein to the contrary, no Advance or
Servicing Advance shall be required to be made hereunder by the Servicer if such
Advance or Servicing Advance would, if made, constitute a Nonrecoverable Advance
or Nonrecoverable Servicing Advance, respectively. The determination by the
Servicer that it has made a Nonrecoverable Advance or a Nonrecoverable Servicing
Advance or that any proposed Advance or Servicing Advance, if made, would
constitute a Nonrecoverable Advance or Nonrecoverable Servicing Advance,
respectively, shall be evidenced by a certification of a Servicing Officer
delivered to the Depositor and the Trustee.

      SECTION 4.04 Allocation of Realized Losses. (a) Prior to each
Determination Date, the Servicer shall determine as to each Mortgage Loan and
REO Property: (i) the total amount of Realized Losses, if any, incurred in
connection with any Final Recovery Determinations made during the related
Prepayment Period; (ii) whether and the extent to which such Realized Losses
constituted Bankruptcy Losses; and (iii) the respective portions of such
Realized Losses allocable to interest and allocable to principal. Prior to each
Determination Date, the Servicer shall also determine as to each Mortgage Loan:
(i) the total amount of Realized Losses, if any, incurred in connection with any
Deficient Valuations made during the related Prepayment Period; and (ii) the
total amount of Realized Losses, if any, incurred in connection with Debt
Service Reductions in respect of Monthly Payments due during the related Due
Period. The information described in the two preceding sentences that is to be
supplied by the Servicer shall be evidenced by an Officers' Certificate
delivered to the Trustee by the Servicer prior to the Determination Date
immediately following the end of (i) in the case of Bankruptcy Losses allocable
to interest, the Due Period during which any such Realized Loss was incurred,
and (ii) in the case of all other Realized Losses, the Prepayment Period during
which any such Realized Loss was incurred.

      (b)   All Realized Losses on the Mortgage Loans shall be allocated or
covered by the Trustee on each Distribution Date as follows: first, to the
Accrued Certificate Interest for the Class CE Certificates for the related
Interest Accrual Period; second, to the Class CE Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class M-10 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-9 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-8 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-7 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; seventh, to the Class M-6
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; eighth, to the Class M-5 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; ninth, to the

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Class M-4 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; tenth, to the Class M-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; eleventh, to the Class M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; twelfth, to the Class M-1 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; and thirteenth, concurrently, to the
Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class
A-4 Certificates on a pro rata basis based on the Certificate Principal Balance
of each such Class of Certificates, until their respective Certificate Principal
Balances have been reduced to zero.

      All Realized Losses to be allocated to the Certificate Principal Balances
of all Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above to
the Certificate Principal Balance of any Class of Certificates shall be to the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each case
to be allocated to such Class of Certificates, on such Distribution Date.

      Any allocation of Realized Losses to a Class A Certificate or Mezzanine
Certificate on any Distribution Date shall be made by reducing the Certificate
Principal Balance thereof by the amount so allocated and any allocation of
Realized Losses to a Class CE Certificates shall be made by reducing the amount
otherwise payable in respect thereof pursuant to Section 4.01(a)(4)(vi). No
allocations of any Realized Losses shall be made to the Certificate Principal
Balances of the Class P Certificates.

      As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date. All Realized Losses and all other losses allocated to a Class of
Certificates hereunder will be allocated among the Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.

      (c)   All Realized Losses on the Mortgage Loans shall be allocated by the
Trustee on each Distribution Date to the following REMIC I Regular Interests in
the specified percentages, as follows: first, to Uncertificated Interest payable
to the REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to
an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, 98%
and 2%, respectively; second, to the Uncertificated Balances of the REMIC I
Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate
amount equal to the REMIC I Principal Loss Allocation Amount, 98% and 2%,
respectively; third, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest I-LTZZ,
98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest I-LTM10 has been reduced to zero; fourth, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM9 and
REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM9 has been reduced to
zero; fifth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTM8 and REMIC I Regular Interest I-LTZZ, 98%, 1% and
1%, respectively, until the

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Uncertificated Balance of REMIC I Regular Interest I-LTM8 has been reduced to
zero; sixth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTM7 and REMIC I Regular Interest I-LTZZ, 98%, 1% and
1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM7 has been reduced to zero; seventh to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM6 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM6 has been reduced to zero; eighth to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM5 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM5 has been reduced to zero; ninth to the Uncertificated Balances of REMIC I
Regular Interest I-LTAA, REMIC I Regular Interest I-LTM4 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM4 has been reduced to zero; tenth, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM3 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM3 has been reduced to zero; eleventh, to the Uncertificated Balances of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM2 and REMIC I
Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC I Regular Interest I-LTM2 has been reduced to zero; twelfth, to
the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM1 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM1 has been reduced to zero; and thirteenth, concurrently, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTA1, I-LTA2, I-LTA3 and I-LTA4 on a pro rata basis, and REMIC I
Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until their respective
Uncertificated Balance of REMIC I Regular Interest has been reduced to zero.

      SECTION 4.05 Compliance with Withholding Requirements. Notwithstanding any
other provision of this Agreement, the Trustee shall comply with all federal
withholding requirements respecting payments to Certificateholders of interest
or original issue discount that the Trustee reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for such
withholding. In the event the Trustee does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate the
amount withheld to such Certificateholders.

      SECTION 4.06 Exchange Commission; Additional Information. (a)
Notwithstanding anything herein to the contrary, the Depositor, and not the
Trustee, shall be responsible for executing each Form 10-K filed on behalf of
the Trust.

      Within 15 days after each Distribution Date, the Trustee shall, in
accordance with applicable law, prepare and file with the Commission via the
Electronic Data Gathering and Retrieval System ("EDGAR"), any Form 10-D (or
other comparable Form containing the same or comparable information or other
information mutually agreed upon), in the form and substance as required by the
Exchange Act, with a copy of the statement to the Certificateholders for such
Distribution Date as an exhibit thereto. Any necessary disclosure in addition to
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statement to the Certificateholders that is required to be included on Form
10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph
immediately below, be reported by the Seller, the Depositor, the Trustee, the
Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under
Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1),
1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee
by the Depositor (together the "Reporting Parties"), any party so required under
and directed and approved by the Depositor, and the Trustee will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
10-D Disclosure absent such reporting, direction and approval.

      For so long as the Trust is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5
calendar days after the related Distribution Date, (i) the Reporting Parties
shall be required to provide to the Trustee and the Depositor, to the extent
known, in EDGAR-compatible form, or in such other form as otherwise agreed upon
by the Trustee and the Depositor and such party, the form and substance of the
Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has
no duty under this Agreement to monitor or enforce the performance by the
Reporting Parties of their duties under this paragraph or proactively solicit or
procure from such parties any Additional Form 10-D Disclosure information. The
Depositor will be responsible for any reasonable fees and expenses assessed or
incurred by the Trustee in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this paragraph.

      After preparing the Form 10-D, the Trustee shall forward electronically a
draft copy of the Form 10-D to the Depositor and the Servicer for review. No
later than 2 Business Days prior to the 15th calendar day after the related
Distribution Date, a senior officer of the Depositor shall sign the Form 10-D
and return an electronic or fax copy of such signed Form 10-D (with an original
executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D
cannot be filed on time or if a previously filed Form 10-D needs to be amended,
the Trustee will follow the procedures set forth in the second paragraph of
Section 4.06(d). Promptly (but no later than 1 Business Day) after filing with
the Commission, the Trustee will make available on its internet website a final
executed copy of each Form 10-D. The signing party at the Depositor can be
contacted as described in Section 13.05 hereto. The parties to this Agreement
acknowledge that the performance by the Trustee of its duties under this Section
4.06(a) related to the timely preparation and filing of Form 10-D is contingent
upon such parties strictly observing all applicable deadlines in the performance
of their duties under this Section 4.06(a). The Trustee shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare and/or timely file such Form 10-D, where such
failure results from the Trustee's inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange
for execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.

      (b)   Within 90 days after the end of each fiscal year of the Trust or
such earlier date as may be required by the Exchange Act (the "10-K Filing
Deadline") (it being understood that the fiscal year for the Trust ends on
December 31st of each year), commencing in March 2007, the

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Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and
substance as required by the Exchange Act. Each such Form 10-K shall include the
following items, in each case to the extent they have been delivered to the
Trustee within the applicable time frames set forth in this Agreement, (i) an
annual compliance statement for the Servicer and each Additional Servicer, as
described under Section 12.04, (ii)(A) the annual reports on assessment of
compliance with servicing criteria for the Servicer, each Additional Servicer
and the Trustee, as described under Sections 11.04 and 12.05, and (B) if the
Servicer's, each Additional Servicer's or the Trustee's report on assessment of
compliance with servicing criteria described under Sections 11.04 and 12.05
identifies any material instance of noncompliance, disclosure identifying such
instance of noncompliance, or if the Servicer's, each Additional Servicer's or
the Trustee's report on assessment of compliance with servicing criteria
described under Sections 11.04 and 12.05 is not included as an exhibit to such
Form 10-K, disclosure that such report is not included and an explanation why
such report is not included, (iii)(A) the registered public accounting firm
attestation report for the Servicer, each Additional Servicer and the Trustee,
as described under Sections 11.04 and 12.05, and (B) if any registered public
accounting firm attestation report described under Sections 11.04 and 12.05
identifies any material instance of noncompliance, disclosure identifying such
instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not
included, and (iv) a Sarbanes-Oxley Certification as described in Section 12.05
and substantially in the form of Exhibit I-1 hereto. In addition, the Trustee
shall sign a certification (in the form attached hereto as Exhibit I-2) for the
benefit of the Servicer and its officers, directors and Affiliates regarding
certain aspects of the Sarbanes Certification (the "Trustee Certification")
(provided, however, that the Trustee shall not undertake an analysis of the
accountant's report attached as an exhibit to Form 10-K). Any necessary
disclosure that is required to be included on Form 10-K ("Additional Form 10-K
Disclosure") shall, pursuant to the paragraph immediately below, be reported by
the Reporting Parties and directed and approved by the Depositor, and the
Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-K Disclosure absent such reporting, direction and
approval.

      For so long as the Trust is subject to the reporting requirements of the
Exchange Act, no later than March 10 (with a 5 calendar day cure period),
commencing in March 2007 (i) the Reporting Parties shall be required to provide
to the Trustee and the Depositor, to the extent known, in EDGAR-compatible form,
or in such other form as otherwise agreed upon by the Trustee and the Depositor
and such party, the form and substance of the Additional Form 10-K Disclosure
applicable to such party, and (ii) the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-K Disclosure on Form 10-K. The Trustee has no duty under this Agreement
to monitor or enforce the performance by the Reporting Parties of their duties
under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-K Disclosure information. The Depositor will be responsible
for any reasonable fees and expenses assessed or incurred by the Trustee in
connection with including any Additional Form 10-K Disclosure on Form 10-K
pursuant to this paragraph.

      After preparing the Form 10-K, the Trustee shall forward electronically a
draft copy of the Form 10-K to the Depositor for review. No later than end of
business New York City time

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on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of
the Depositor shall sign the Form 10-K, and return an electronic or fax copy of
such signed Form 10-K (with an original executed hard copy to follow by
overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a
previously filed Form 10-K needs to be amended, the Trustee will follow the
procedures set forth in the second paragraph of Section 4.06(d). Promptly (but
no later than 1 Business Day) after filing with the Commission, the Trustee will
make available on its internet website a final executed copy of each Form 10-K.
The signing party at the Depositor can be contacted as described in Section
13.05. The parties to this Agreement acknowledge that the performance by the
Trustee of its duties under this Section 4.06(b) related to the timely
preparation and filing of Form 10-K is contingent upon such parties (and any
Additional Servicer or Servicing Function Participant) strictly observing all
applicable deadlines in the performance of their duties under this Section 4.06,
Sections 11.04 and 12.05 and Section 12.04. The Trustee shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare and/or timely file such Form 10-K, where such
failure results from the Trustee's inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange
for execution or file such Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.

      (c)   Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if
requested by the Depositor and to the extent it receives the Form 8-K Disclosure
Information described below, the Trustee shall prepare and file on behalf of the
Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor
shall file the initial Form 8-K in connection with the issuance of the
Certificates. Any disclosure or information related to a Reportable Event or
that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure
Information") shall, pursuant to the paragraph immediately below, be reported by
the Reporting Parties and directed and approved by the Depositor, and the
Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Form 8-K Disclosure Information absent such reporting, direction and
approval.

      For so long as the Trust is subject to the reporting requirements of the
Exchange Act, no later than end of business on the 2nd Business Day after the
occurrence of a Reportable Event (i) the Reporting Parties hereto shall be
required to provide to the Trustee and the Depositor, to the extent known, in
EDGAR-compatible form, or in such other form as otherwise agreed upon by the
Trustee and the Depositor and such party, the form and substance of the Form 8-K
Disclosure Information applicable to such party, and (ii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Form 8-K Disclosure Information on Form 8-K. The Trustee has no
duty under this Agreement to monitor or enforce the performance by the Reporting
Parties of their duties under this paragraph or proactively solicit or procure
from such parties any Form 8-K Disclosure Information. The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Form 8-K Disclosure Information on Form
8-K pursuant to this paragraph.

      After preparing the Form 8-K, the Trustee shall forward electronically a
draft copy of the Form 8-K to the Depositor and the Servicer for review. No
later than Noon New York City time

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on the 4th Business Day after the Reportable Event, a senior officer of the
Depositor shall sign the Form 8-K and return an electronic or fax copy of such
signed Form 8-K (with an original executed hard copy to follow by overnight
mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Trustee will follow the procedures set
forth in the second paragraph of Section 4.06(d). Promptly (but no later than 1
Business Day) after filing with the Commission, the Trustee will, make available
on its internet website a final executed copy of each Form 8-K. The signing
party at the Depositor can be contacted as described in Section 13.05. The
parties to this Agreement acknowledge that the performance by the Trustee of its
duties under this Section 4.06(c) related to the timely preparation and filing
of Form 8-K is contingent upon such parties strictly observing all applicable
deadlines in the performance of their duties under this Section 4.06(c). The
Trustee shall have no liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare and/or timely file such
Form 8-K, where such failure results from the Trustee's inability or failure to
receive, on a timely basis, any information from any other party hereto needed
to prepare, arrange for execution or file such Form 8-K, not resulting from its
own negligence, bad faith or willful misconduct.

      (d)   On or prior to January 30 of the first year in which the Trustee is
able to do so under applicable law, the Trustee shall prepare and file a Form 15
Suspension Notification relating to the automatic suspension of reporting in
respect of the Trust under the Exchange Act.

      In the event that the Trustee is unable to timely file with the Commission
all or any required portion of any Form 8-K, 10-D or 10-K required to be filed
by this Agreement because required disclosure information was either not
delivered to it or delivered to it after the delivery deadlines set forth in
this Agreement or for any other reason, the Trustee will promptly notify the
Depositor and the Servicer of such inability to make a timely filing with the
Commission. In the case of Form 10-D and 10-K, the Depositor, Servicer and
Trustee will cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA
as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form
8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure
Information and upon the approval and direction of the Depositor, include such
disclosure information on the next succeeding Form 10-D to be filed for the
Trust. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be
amended, the Trustee will notify the Depositor and the Servicer and such parties
agree to cooperate to prepare any necessary 8-KA, 10-DA or 10-KA. Any Form 15,
Form 12b-25 or any amendment to Form 8-K or 10-K shall be signed by a senior
officer of the Depositor and any amendment to Form 10-D shall be signed by a
senior officer of the Depositor. The Depositor and Servicer acknowledge that the
performance by the Trustee of its duties under this Section 4.06(d) related to
the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to
Form 8-K, 10-D or 10-K is contingent upon the Servicer and the Depositor
performing their duties under this Section. The Trustee shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any
failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or
any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the
Trustee's inability or failure to receive, on a timely basis, any information
from any other party hereto needed to prepare, arrange for execution or file
such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
resulting from its own negligence, bad faith or willful misconduct.

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      The Trustee shall have no responsibility to file any items other than
those specified in this Section 4.06; provided, however, the Trustee and the
Servicer will cooperate with the Depositor in connection with any additional
filings with respect to the Trust Fund as the Depositor deems necessary under
the Exchange Act.

                                    ARTICLE V

                                THE CERTIFICATES

      SECTION 5.01 The Certificates. (a) The Certificates in the aggregate will
represent the entire beneficial ownership interest in the Mortgage Loans and all
other assets included in REMIC I.

      The Certificates will be substantially in the forms annexed hereto as
Exhibits A-1 through A-17. The Certificates of each Class will be issuable in
registered form only, in denominations of authorized Percentage Interests as
described in the definition thereof. Each Certificate will share ratably in all
rights of the related Class.

      Upon original issue, the Certificates shall be executed, authenticated and
delivered by the Trustee to or upon the written order of the Depositor. The
Certificates shall be executed by manual or facsimile signature on behalf of the
Trustee by an authorized signatory. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided herein
executed by the Trustee by manual signature, and such certificate of
authentication shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

      (b)   The Class A Certificates and the Mezzanine Certificates shall
initially be issued as one or more Certificates held by the Book-Entry Custodian
or, if appointed to hold such Certificates as provided below, the Depository and
registered in the name of the Depository or its nominee and, except as provided
below, registration of such Certificates may not be transferred by the Trustee
except to another Depository that agrees to hold such Certificates for the
respective Certificate Owners with Ownership Interests therein. The Certificate
Owners shall hold their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository and, except as
provided below, shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents or
of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures. The Trustee is hereby initially appointed as the
Book-Entry Custodian and

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hereby agrees to act as such in accordance herewith and in accordance with the
agreement that it has with the Depository authorizing it to act as such. The
Book-Entry Custodian may, and, if it is no longer qualified to act as such, the
Book-Entry Custodian shall, appoint, by a written instrument delivered to the
Depositor, the Servicer, the Trustee and, if the Trustee is not the Book-Entry
Custodian, the Trustee, any other transfer agent (including the Depository or
any successor Depository) to act as Book-Entry Custodian under such conditions
as the predecessor Book-Entry Custodian and the Depository or any successor
Depository may prescribe, provided that the predecessor Book-Entry Custodian
shall not be relieved of any of its duties or responsibilities by reason of any
such appointment of other than the Depository. If the Trustee resigns or is
removed in accordance with the terms hereof, the successor Trustee or, if it so
elects, the Depository shall immediately succeed to its predecessor's duties as
Book-Entry Custodian. The Depositor shall have the right to inspect, and to
obtain copies of, any Certificates held as Book-Entry Certificates by the
Book-Entry Custodian.

      The Trustee, the Servicer and the Depositor may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.

      If (i)(A) the Depositor advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository, and (B) the Depositor is unable to locate a qualified successor or
(ii) after the occurrence of a Servicer Event of Default, Certificate Owners
representing in the aggregate not less than 66% of the Ownership Interests of
the Book-Entry Certificates advise the Trustee through the Depository, in
writing, that the continuation of a book-entry system through the Depository is
no longer in the best interests of the Certificate Owners, the Trustee shall
notify all Certificate Owners, through the Depository, of the occurrence of any
such event and of the availability of Definitive Certificates to Certificate
Owners requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Book-Entry Custodian or the Depository, as applicable,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall cause the Definitive Certificates to be issued. Such
Definitive Certificates will be issued in minimum denominations of $25,000,
except that any beneficial ownership that was represented by a Book-Entry
Certificate in an amount less than $25,000 immediately prior to the issuance of
a Definitive Certificate shall be issued in a minimum denomination equal to the
amount represented by such Book-Entry Certificate. None of the Depositor, the
Servicer or the Trustee shall be liable for any delay in the delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates all references
herein to obligations imposed upon or to be performed by the Depository shall be
deemed to be

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imposed upon and performed by the Trustee, to the extent applicable
with respect to such Definitive Certificates, and the Trustee shall recognize
the Holders of the Definitive Certificates as Certificateholders hereunder.

      SECTION 5.02 Registration of Transfer and Exchange of Certificates. (a)
The Trustee shall cause to be kept at one of the offices or agencies to be
appointed by the Trustee in accordance with the provisions of Section 8.11, a
Certificate Register for the Certificates in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein
provided.

      (b)   No transfer of any Class M-10 Certificate, Class CE Certificate,
Class P Certificate or Residual Certificate (the "Private Certificates") shall
be made unless that transfer is made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (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 such a transfer of a Private Certificate is to
be made without registration or qualification (other than in connection with (i)
the initial transfer of any such Certificate by the Depositor to an Affiliate of
the Depositor, (ii) the transfer of any such Class CE or Class P Certificate to
the issuer under the Indenture or the indenture trustee under the Indenture or
(iii) a transfer of any such Class CE or Class P Certificate from the issuer
under the Indenture or the indenture trustee under the Indenture to the
Depositor or an Affiliate of the Depositor), the Trustee shall require receipt
of: (i) if such transfer is purportedly being made in reliance upon Rule 144A
under the 1933 Act, written certifications from the Certificateholder desiring
to effect the transfer and from such Certificateholder's prospective transferee,
substantially in the forms attached hereto as Exhibit F-1; and (ii) in all other
cases, an Opinion of Counsel satisfactory to it that such transfer may be made
without such registration (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Trustee, the Servicer in its capacity as
such or any Sub-Servicer), together with copies of the written certification(s)
of the Certificateholder desiring to effect the transfer and/or such
Certificateholder's prospective transferee upon which such Opinion of Counsel is
based, if any. None of the Depositor or the Trustee is obligated to register or
qualify any such Certificates under the 1933 Act or any other securities laws or
to take any action not otherwise required under this Agreement to permit the
transfer of such Certificates without registration or qualification. Any
Certificateholder desiring to effect the transfer of any such Certificate shall,
and does hereby agree to, indemnify the Trustee, the Depositor and the 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.

      Notwithstanding the foregoing, in the event of any such transfer of any
Ownership Interest in any Private Certificate that is a Book-Entry Certificate,
except with respect to the initial transfer of any such Ownership Interest by
the Depositor, such transfer shall be required to be made in reliance upon Rule
144A under the 1933 Act, and the transferee will be deemed to have made each of
the transferee representations and warranties set forth Exhibit F-1 hereto in
respect of such interest as if it was evidenced by a Definitive Certificate. The
Certificate Owner of any such Ownership Interest in any such Book-Entry
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any

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liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

      Notwithstanding the foregoing, no certification or Opinion of Counsel
described in this Section 5.02(b) will be required in connection with the
transfer, on the Closing Date, of any Class R Certificate by the Depositor to an
"accredited investor" within the meaning of Rule 501(d) of the 1933 Act.

      (c)   (i)   No purchase or transfer of a Private Certificate (other than a
Class M-10 Certificate) or any interest therein shall be made to any Plan, any
Person acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Private Certificates with "plan assets" (within the meaning of
the Department of Labor regulation promulgated at 29 C. F. R. ss. 2510.3-101
("Plan Assets")) of a Plan, as certified by each beneficial owner in the form of
Exhibit G, unless the beneficial owner provides the Trustee with an Opinion of
Counsel acceptable to and in form and substance satisfactory to the Depositor,
the Trustee and the Servicer to the effect that the purchase and holding of such
Private Certificates is permissible under applicable law, will not constitute or
result in any non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code (or comparable provisions of any subsequent enactments)
and will not subject the Depositor, the Servicer, the Trustee or the Trust Fund
to any obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
the Trustee or the Trust Fund.

      (ii)  In the case of a Class A Certificate, Class M-1 Certificate, Class
M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class M-5
Certificate, Class M-6 Certificate, Class M-7 Certificate, Class M-8
Certificate, Class M-9 Certificate or Class M-10 Certificate, each beneficial
owner of such a Certificate or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of such Certificate or any
interest therein, that either (A) it is not a Plan or using Plan Assets, (B) it
has acquired and is holding such Certificate in reliance on the Underwriters'
Exemption, and that it understands that there are certain conditions to the
availability of the Underwriters' Exemption, including that such Certificate
must be rated, at the time of purchase, not lower than "BBB-" (or its
equivalent) by Fitch, S&P or Moody's and the Certificates are so rated, that it
is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act of 1933, as amended, and that it will obtain a representation
from any transferee that such transferee is an accredited investor, or (C)(1) it
is an insurance company, (2) the source of funds used to acquire or hold such
Certificate or any interest therein is an "insurance company general account,"
as such term is defined in Prohibited Transaction Class Exemption ("PTCE")
95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been
satisfied.

      (iii) Neither a certification nor an Opinion of Counsel shall be required
in connection with (A) the initial transfer of any such Certificate by the
Depositor to an Affiliate of the Depositor, (B) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (C) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor (in which case such transferee shall be deemed to
have represented that it is not

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purchasing with Plan Assets) and the Trustee shall be entitled to conclusively
rely upon a representation (which, upon the request of the Trustee, shall be a
written representation) from the Depositor of the status of such transferee as
an affiliate of the Depositor.

      (iv)  If any Certificate or any interest therein is acquired or held in
violation of the provisions of this Section 5.02(c), the next preceding
permitted beneficial owner will be treated as the beneficial owner of that
Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any such
Certificate or any interest therein was effected in violation of the provisions
of this Section 5.02(c) shall indemnify and hold harmless the Depositor, the
Servicer, the Trustee and the Trust Fund from and against any and all
liabilities, claims, costs or expenses incurred by those parties as a result of
that acquisition or holding.

      (d)   (i)   Each Person who has or who acquires any Ownership Interest in
a Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of Transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Residual Certificate are expressly subject to the following provisions:

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

            (B)   In connection with any proposed Transfer of any Ownership
      Interest in a Residual Certificate, the Trustee shall require delivery to
      it, and shall not register the Transfer of any Residual Certificate until
      its receipt of, an affidavit and agreement (a "Transfer Affidavit and
      Agreement," in the form attached hereto as Exhibit F-2) from the proposed
      Transferee, in form and substance satisfactory to the Trustee,
      representing and warranting, among other things, that such Transferee is a
      Permitted Transferee, that it is not acquiring its Ownership Interest in
      the Residual Certificate that is the subject of the proposed Transfer as a
      nominee, trustee or agent for any Person that is not a Permitted
      Transferee, that for so long as it retains its Ownership Interest in a
      Residual Certificate, it will endeavor to remain a Permitted Transferee,
      and that it has reviewed the provisions of this Section 5.02(d) and agrees
      to be bound by them.

            (C)   Notwithstanding the delivery of a Transfer Affidavit and
      Agreement by a proposed Transferee under clause (B) above, if a
      Responsible Officer of the Trustee who is assigned to this transaction has
      actual knowledge that the proposed Transferee is not a Permitted
      Transferee, no Transfer of an Ownership Interest in a Residual Certificate
      to such proposed Transferee shall be effected.

            (D)   Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate shall agree (x) to require a Transfer Affidavit and
      Agreement in the form

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      attached hereto as Exhibit F-2 from any other Person to whom such Person
      attempts to transfer its Ownership Interest in a Residual Certificate and
      (y) not to transfer its Ownership Interest unless it provides a Transferor
      Affidavit (in the form attached hereto as Exhibit F-2) to the Trustee
      stating that, among other things, it has no actual knowledge that such
      other Person is not a Permitted Transferee.

            (E)   Each Person holding or acquiring an Ownership Interest in a
      Residual Certificate, by purchasing an Ownership Interest in such
      Certificate, agrees to give the Trustee written notice that it is a
      "pass-through interest holder" within the meaning of temporary Treasury
      regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
      Ownership Interest in a Residual Certificate, if it is, or is holding an
      Ownership Interest in a Residual Certificate on behalf of, a "pass-through
      interest holder."

            (ii)  The Trustee will register the Transfer of any Residual
      Certificate only if it shall have received the Transfer Affidavit and
      Agreement and all of such other documents as shall have been reasonably
      required by the Trustee as a condition to such registration. In addition,
      no Transfer of a Residual Certificate shall be made unless the Trustee
      shall have received a representation letter from the Transferee of such
      Certificate to the effect that such Transferee is a Permitted Transferee.

            (iii) (A)   If any purported Transferee shall become a Holder of a
      Residual Certificate in violation of the provisions of this Section
      5.02(d), then the last preceding Permitted Transferee shall be restored,
      to the extent permitted by law, to all rights as holder thereof
      retroactive to the date of registration of such Transfer of such Residual
      Certificate. The Trustee shall be under no liability to any Person for any
      registration of Transfer of a Residual Certificate that is in fact not
      permitted by this Section 5.02(d) or for making any payments due on such
      Certificate to the holder thereof or for taking any other action with
      respect to such holder under the provisions of this Agreement.

            (B)   If any purported Transferee shall become a holder of a
      Residual Certificate in violation of the restrictions in this Section
      5.02(d) and to the extent that the retroactive restoration of the rights
      of the holder of such Residual Certificate as described in clause (iii)(A)
      above shall be invalid, illegal or unenforceable, then the Trustee shall
      have the right, but not the obligation, without notice to the holder or
      any prior holder of such Residual Certificate, to sell such Residual
      Certificate to a purchaser selected by the Trustee on such terms as the
      Trustee may choose. Such purported Transferee shall promptly endorse and
      deliver each Residual Certificate in accordance with the instructions of
      the Trustee. Such purchaser may be the Trustee itself or any Affiliate of
      the Trustee. The proceeds of such sale, net of the commissions (which may
      include commissions payable to the Trustee or its Affiliates), expenses
      and taxes due, if any, will be remitted by the Trustee to such purported
      Transferee. The terms and conditions of any sale under this clause
      (iii)(B) shall be determined in the sole discretion of the Trustee, and
      the Trustee shall not be liable to any Person having an Ownership Interest
      in a Residual Certificate as a result of its exercise of such discretion.

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            (iv)  The Trustee shall make available to the Internal Revenue
      Service and those Persons specified by the REMIC Provisions all
      information necessary to compute any tax imposed (A) as a result of the
      Transfer of an Ownership Interest in a Residual Certificate to any Person
      who is a Disqualified Organization, including the information described in
      Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with
      respect to the "excess inclusions" of such Residual Certificate and (B) as
      a result of any regulated investment company, real estate investment
      trust, common trust fund, partnership, trust estate or organization
      described in Section 1381 of the Code that holds an Ownership Interest in
      a Residual Certificate having as among its record holders at any time any
      Person which is a Disqualified Organization. Reasonable compensation for
      providing such information may be accepted by the Trustee.

            (v)   The provisions of this Section 5.02(d) set forth prior to this
      subsection (v) may be modified, added to or eliminated, provided that
      there shall have been delivered to the Trustee at the expense of the party
      seeking to modify, add to or eliminate any such provision the following:

            (A)   written notification from each Rating Agency to the effect
      that the modification, addition to or elimination of such provisions will
      not cause such Rating Agency to downgrade its then-current ratings of any
      Class of Certificates; and

            (B)   an Opinion of Counsel, in form and substance satisfactory to
      the Trustee, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any Trust REMIC to cease to
      qualify as a REMIC and will not cause any Trust REMIC to be subject to an
      entity-level tax caused by the Transfer of any Residual Certificate to a
      Person that is not a Permitted Transferee or a Person other than the
      prospective transferee to be subject to a REMIC-tax caused by the Transfer
      of a Residual Certificate to a Person that is not a Permitted Transferee.

      (e)   Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at any office or agency of the
Trustee maintained for such purpose pursuant to Section 8.12, the Trustee shall
execute, authenticate and deliver, in the name of the designated Transferee or
Transferees, one or more new Certificates of the same Class of a like aggregate
Percentage Interest.

      (f)   At the option of the Holder thereof, any Certificate may be
exchanged for other Certificates of the same Class with authorized denominations
and a like aggregate Percentage Interest, upon surrender of such Certificate to
be exchanged at any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.12. Whenever any Certificates are so surrendered for
exchange, the Trustee shall execute, authenticate and deliver, the Certificates
which the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for transfer or exchange shall (if so
required by the Trustee) be duly endorsed by, or be accompanied by a written
instrument of transfer in the form satisfactory to the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing. In addition, with
respect to each Class R Certificate, the Holder thereof may exchange, in the
manner described above, such Class R Certificate for two separate Certificates,
each representing

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such Holder's respective Percentage Interest in the Class R-I Interest and the
Class R-II Interest, respectively, in each case that was evidenced by the Class
R Certificate being exchanged.

      (g)   No service charge to the Certificateholders shall be made for any
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

      (h)   All Certificates surrendered for transfer and exchange shall be
canceled and destroyed by the Trustee in accordance with its customary
procedures.

      SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any
mutilated Certificate is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee such security or
indemnity as may be required by it to save it harmless, then, in the absence of
actual knowledge by the Trustee that such Certificate has been acquired by a
bona fide purchaser, the Trustee shall execute, authenticate and deliver in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and of like denomination and
Percentage Interest but bearing a number not contemporaneously outstanding. Upon
the issuance of any new Certificate under this Section, the Trustee may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC created hereunder, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

      SECTION 5.04 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Trustee and any agent of any of them may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicer, the Trustee or any agent of
any of them shall be affected by notice to the contrary.

      SECTION 5.05 Certain Available Information. On or prior to the date of the
first sale of any Private Certificate to an Independent third party, the
Depositor shall provide to the Trustee a copy of any private placement
memorandum or other disclosure document used by the Depositor in connection with
the offer and sale of such Certificates. In addition, if any such private
placement memorandum or disclosure document is revised, amended or supplemented
at any time following the delivery thereof to the Trustee, the Depositor
promptly shall inform the Trustee of such event and shall deliver to the Trustee
a copy of the private placement memorandum or disclosure document, as revised,
amended or supplemented. The Trustee shall maintain at its Corporate Trust
Office and shall make available free of charge during normal business hours for
review by any Holder of a Certificate, a Certificate Owner or any Person
identified to the Trustee as a prospective transferee of a Certificate,
originals or copies of the following items: (i) in the case of a Holder, a
Certificate Owner or prospective transferee of a Private Certificate, the
related private placement memorandum or other disclosure document

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relating to such Class of Certificates, in the form most recently provided to
the Trustee; and (ii) in all cases, (A) this Agreement and any amendments hereof
entered into pursuant to Section 12.01, (B) all monthly statements required to
be delivered to Certificateholders of the relevant Class pursuant to Section
4.02 since the Closing Date, and all other notices, reports, statements and
written communications delivered to the Certificateholders of the relevant Class
pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trustee since the Closing Date
pursuant to Section 10.01(h), (D) any and all Officers' Certificates delivered
to the Trustee by the Servicer since the Closing Date to evidence the Servicer's
determination that any Advance or Servicing Advance was, or if made, would be a
Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively, and
(E) any and all Officers' Certificates delivered to the Trustee by the Servicer
since the Closing Date pursuant to Section 4.04(a). Copies and mailing of any
and all of the foregoing items will be available from the Trustee upon request
at the expense of the Person requesting the same.

                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

      SECTION 6.01 Respective Liabilities of the Depositor and the Servicer. The
Depositor and the Servicer each shall be liable in accordance herewith only to
the extent of the obligations specifically imposed by this Agreement upon them
in their respective capacities as Depositor and Servicer and undertaken
hereunder by the Depositor and the Servicer herein.

      SECTION 6.02 Merger or Consolidation of the Depositor or the Servicer.
Subject to the following paragraph, the Depositor will keep in full effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation. Subject to the following paragraph, the
Servicer will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation. The
Depositor and the Servicer each will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

      The Depositor or the Servicer may be merged or consolidated with or into
any Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which the
Depositor or the Servicer shall be a party, or any Person succeeding to the
business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
the Rating Agencies' ratings of the Class A Certificates and the Mezzanine
Certificates in effect immediately prior to such merger or consolidation will
not be qualified, reduced or withdrawn as a result thereof (as evidenced by a
letter to such effect from S&P and Fitch, with respect to their respective
ratings).

      SECTION 6.03 Limitation on Liability of the Depositor, the Servicer and
Others. (a) None of the Depositor, the Servicer or any of the directors,
officers, employees or agents of the

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Depositor or the Servicer shall be under any liability to the Trustee, Trust
Fund or the Certificateholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the
Depositor, the Servicer or any such person against any breach of warranties,
representations or covenants made herein, or against any specific liability
imposed on the Servicer pursuant hereto, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of reckless disregard of obligations
and duties hereunder. The Depositor, the Servicer and any director, officer,
employee or agent of the Depositor or the Servicer may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee or agent of the Depositor or the Servicer
shall be indemnified by the Trust Fund and held harmless against any loss,
liability or expense (including reasonable legal fees and disbursements of
counsel) incurred on their part that may be sustained in connection with,
arising out of, or related to, any claim or legal action (including any pending
or threatened claim or legal action) relating to this Agreement or the
Certificates, other than any loss, liability or expense relating to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) or any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action that is not incidental to its duties under this Agreement and that
in its opinion may involve it in any expense or liability; provided, however,
that the Depositor or the Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor or the Servicer shall be
entitled to be reimbursed therefor from the Custodial Account as and to the
extent provided in Section 3.11, any such right of reimbursement being prior to
the rights of the Certificateholders to receive any amount in the Custodial
Account. Nothing in this Subsection 6.03(a) shall affect the Servicer's
obligation to supervise, or to take such actions as are necessary to ensure, the
servicing and administration of the Mortgage Loans pursuant to Subsection
3.01(a).

      (b)   In taking or recommending any course of action pursuant to this
Agreement, unless specifically required to do so pursuant to this Agreement, the
Servicer shall not be required to investigate or make recommendations concerning
potential liabilities which the Trust might incur as a result of such course of
action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential liabilities.

      SECTION 6.04 Limitation on Resignation of the Servicer. (a) The Servicer
shall not resign from the obligations and duties hereby imposed on it except
upon determination that its duties hereunder are no longer permissible under
applicable law or as provided in Section 6.04(c). Any such determination
pursuant to the preceding sentence permitting the resignation of the Servicer
shall be evidenced by an Opinion of Counsel to such effect obtained at the
expense of the Servicer and delivered to the Trustee. No resignation of the
Servicer shall become

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effective until the Trustee or a successor servicer shall have assumed the
Servicer's responsibilities, duties, liabilities (other than those liabilities
arising prior to the appointment of such successor) and obligations under this
Agreement.

      (b)   Except as expressly provided herein, the Servicer shall not assign
or transfer any of its rights, benefits or privileges hereunder to any other
Person, or delegate to or subcontract with, or authorize or appoint any other
Person to perform any of the duties, covenants or obligations to be performed by
the Servicer hereunder. The foregoing prohibition on assignment shall not
prohibit the Servicer from designating a Sub-Servicer as payee of any
indemnification amount payable to the Servicer hereunder; provided, however,
that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party
beneficiary hereunder and the parties hereto shall not be required to recognize
any Sub-Servicer as an indemnitee under this Agreement.

      SECTION 6.05 Rights of the Depositor in Respect of the Servicer. The
Servicer shall afford (and any Sub-Servicing Agreement shall provide that each
Sub-Servicer shall afford) the Depositor and the Trustee, upon reasonable
notice, during normal business hours, access to all records maintained by the
Servicer (and any such Sub-Servicer) in respect of the Servicer's rights and
obligations hereunder and access to officers of the Servicer (and those of any
such Sub-Servicer) responsible for such obligations. Upon request, the Servicer
shall furnish to the Depositor and the Trustee its (and any such Sub-Servicer's)
most recent financial statements and such other information relating to the
Servicer's capacity to perform its obligations under this Agreement as it
possesses (and that any such Sub-Servicer possesses). To the extent such
information is not otherwise available to the public, the Depositor and the
Trustee shall not disseminate any information obtained pursuant to the preceding
two sentences without the Servicer's written consent, except as required
pursuant to this Agreement or to the extent that it is appropriate to do so (i)
in working with legal counsel, auditors, taxing authorities or other
governmental agencies, (ii) pursuant to any law, rule, regulation, order,
judgment, writ, injunction or decree of any court or governmental authority
having jurisdiction over the Depositor and the Trustee or the Trust Fund, and in
any case, the Depositor or the Trustee, (iii) in disclosure of any and all
information that is or becomes publicly known, or information obtained by the
Trustee from sources other than the Depositor or the Servicer, (iv) disclosure
as required pursuant to this Agreement or (v) in disclosure of any and all
information(A) in any preliminary or final offering circular, registration
statement or contract or other document pertaining to the transactions
contemplated by the Agreement approved in advance by the Depositor or the
Servicer or (B) to any affiliate, independent or internal auditor, agent,
employee or attorney of the Trustee having a need to know the same, provided
that the Trustee advises such recipient of the confidential nature of the
information being disclosed, and uses its best efforts to assure the
confidentiality of any such disseminated non-public information. The Depositor
may, but is not obligated to, enforce the obligations of the Servicer under this
Agreement and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Servicer under this Agreement or
exercise the rights of the Servicer under this Agreement; provided that the
Servicer shall not be relieved of any of its obligations under this Agreement by
virtue of such performance by the Depositor or its designee. The Depositor shall
not have any responsibility or liability for any action or failure to act by the
Servicer and is not obligated to supervise the performance of the Servicer under
this Agreement or otherwise.

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                                   ARTICLE VII

                                     DEFAULT

      SECTION 7.01 Servicer Events of Default. (a) "Servicer Event of Default,"
wherever used herein, means any one of the following events:

            (i)   any failure by the Servicer to remit to the Trustee for
      distribution to the Certificateholders any payment (other than an Advance
      required to be made from its own funds on any Servicer Remittance Date
      pursuant to Section 4.03) required to be made under the terms of the
      Certificates and this Agreement which continues unremedied for a period of
      5 Business Days after the date upon which written notice of such failure,
      requiring the same to be remedied, shall have been given to the Servicer
      by the Depositor or the Trustee (in which case notice shall be provided by
      telecopy), or to the Servicer, the Depositor and the Trustee by the
      Holders of Certificates entitled to at least 25% of the Voting Rights; or

            (ii)  any failure on the part of the Servicer duly to observe or
      perform in any material respect any other of the covenants or agreements
      on the part of the Servicer contained in this Agreement, or the breach by
      the Servicer of any representation and warranty contained in Section 2.05,
      which continues unremedied for a period of 30 days (or if such failure or
      breach cannot be remedied within 30 days, then such remedy shall have been
      commenced within 30 days and diligently pursued thereafter; provided,
      however, that in no event shall such failure or breach be allowed to exist
      for a period of greater than 90 days) or 15 days in the case of a failure
      to pay the premium for any insurance policy required to be maintained
      under this Agreement after the earlier of (i) the date on which written
      notice of such failure, requiring the same to be remedied, shall have been
      given to the Servicer by the Depositor or the Trustee, or to the Servicer,
      the Depositor and the Trustee by the Holders of Certificates entitled to
      at least 25% of the Voting Rights and (ii) actual knowledge of such
      failure by a Servicing Officer; or

            (iii) a decree or order of a court or agency or supervisory
      authority having jurisdiction in the premises in an involuntary case under
      any present or future federal or state bankruptcy, insolvency or similar
      law or the appointment of a conservator or receiver or liquidator in any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceeding, or for the winding-up or liquidation of its affairs,
      shall have been entered against the Servicer and such decree or order
      shall have remained in force undischarged or unstayed for a period of 90
      days; or

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

            (v)   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

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      reorganization statute, make an assignment for the benefit of its
      creditors, or voluntarily suspend payment of its obligations; or

            (vi)  any failure by the Servicer of the Servicer Termination Test;
      or

            (vii) any failure of the Servicer to make any Advance on any
      Servicer Remittance Date required to be made from its own funds pursuant
      to Section 4.03 which continues unremedied until 12:00 p.m. New York time
      on the Business Day immediately following the Servicer Remittance Date.

      If a Servicer Event of Default described in clauses (i) through (vi) of
this Section shall occur, then, and in each and every such case, so long as such
Servicer Event of Default shall not have been remedied, the Trustee may, and at
the written direction of the Holders of Certificates entitled to at least 66% of
Voting Rights, the Trustee shall, by notice in writing to the Servicer and to
the Depositor, terminate all of the rights and obligations of the Servicer in
its capacity as Servicer under this Agreement, to the extent permitted by law,
in and to the Mortgage Loans and the proceeds thereof. If a Servicer Event of
Default described in clause (vii) hereof shall occur, the Trustee shall, by
notice in writing to the Servicer, terminate all of the rights and obligations
of the Servicer in its capacity as Servicer under this Agreement in and to the
Mortgage Loans and the proceeds thereof and the Trustee as successor Servicer,
or another successor servicer appointed in accordance with Section 7.02, shall
immediately make such Advance. On or after the receipt by the Servicer of such
written notice, all authority and power of the Servicer under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in
the Trustee pursuant to and under this Section, and, without limitation, the
Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise, to
execute and deliver, on behalf of and at the expense of the Servicer, any and
all documents and other instruments and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, provided, however, the
parties acknowledge that notwithstanding the preceding sentence there may be a
transition period, not to exceed 90 days, in order to effect the transfer of the
Servicing obligations to the Trustee or other successor servicer. The Servicer
agrees promptly (and in any event no later than ten Business Days subsequent to
such notice) to provide the Trustee with all documents and records requested by
it to enable it to assume the Servicer's functions under this Agreement, and to
cooperate with the Trustee in effecting the termination of the Servicer's
responsibilities and rights under this Agreement, including, without limitation,
the transfer within one Business Day to the Trustee for administration by it of
all cash amounts which at the time shall be or should have been credited by the
Servicer to the Custodial Account held by or on behalf of the Servicer, the
Certificate Account or any REO Account or Servicing Account held by or on behalf
of the Servicer or thereafter be received with respect to the Mortgage Loans or
any REO Property serviced by the Servicer (provided, however, that the Servicer
shall continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the date of such termination, whether in
respect of Advances, Servicing Advances or otherwise, and shall continue to be
entitled to the benefits of Section 6.03, notwithstanding any such termination,
with respect to events occurring prior to such termination). For purposes of
this Section 7.01, the Trustee shall not be deemed to

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have knowledge of a Servicer Event of Default unless a Responsible Officer of
the Trustee assigned to and working in the Trustee's Corporate Trust Office has
actual knowledge thereof or unless written notice of any event which is in fact
such a Servicer Event of Default is received by the Trustee and such notice
references the Certificates, the Trust Fund or this Agreement.

      SECTION 7.02 Trustee to Act; Appointment of Successor. (a) (1) On and
after the time the Servicer receives a notice of termination in accordance with
Section 13.05 hereof, the Trustee, or such other person appointed by the Trustee
pursuant to this paragraph, shall separately assume and become 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 all the
responsibilities, duties and liabilities relating thereto and arising thereafter
shall be assumed by the Trustee (except for any representations or warranties of
the Servicer under this Agreement, the responsibilities, duties and liabilities
contained in Section 2.05 and the obligation to deposit amounts in respect of
losses pursuant to Section 3.12) by the terms and provisions hereof including,
without limitation, the Servicer's obligations to make Advances pursuant to
Section 4.03; provided, however, that if the Trustee is prohibited by law or
regulation from obligating itself to make advances regarding delinquent mortgage
loans, then the Trustee shall not be obligated to make Advances pursuant to
Section 4.03; and provided further, that any failure to perform such duties or
responsibilities caused by the Servicer's failure to provide information
required by Section 7.01 shall not be considered a default by the Trustee as
successor to the Servicer hereunder. As compensation therefor, the Trustee shall
be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to
which the Servicer would have been entitled if it had continued to act
hereunder. Notwithstanding the above and subject to Section 7.02(a)(2) below,
the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act or if it is prohibited by law from making advances regarding
delinquent mortgage loans or if the Holders of Certificates entitled to at least
66% of the Voting Rights so request in writing to the Trustee promptly appoint
or petition a court of competent jurisdiction to appoint, a Fannie Mae or
Freddie Mac approved mortgage loan servicing institution acceptable to each
Rating Agency without qualification, withdrawal or downgrading of the ratings
then assigned to any of the Certificates and having a net worth of not less than
$10,000,000, as the successor to the Servicer under this Agreement in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer under this Agreement.

      All Servicing Transfer Costs shall be paid by the predecessor Servicer
upon presentation of reasonable documentation of such costs (provided, that if
the Trustee is the predecessor Servicer by reason of this Section 7.02, such
costs shall be paid by the Servicer preceding the Trustee as successor
servicer), and if such predecessor or initial Servicer, as applicable, 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, as
applicable, shall be entitled to reimbursement therefor from the assets of the
Trust Fund).

            (2)   No appointment of a successor to the Servicer under this
      Agreement shall be effective until the assumption by the successor of all
      of the Servicer's responsibilities, duties and liabilities hereunder. In
      connection with such appointment and assumption described herein, the
      Trustee may make such arrangements for the compensation of such successor
      out of payments on Mortgage Loans as it and such successor shall agree;

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      provided, however, that no such compensation shall be in excess of that
      permitted the Servicer as such hereunder. The Depositor, the Trustee and
      such successor shall take such action, consistent with this Agreement, as
      shall be necessary to effectuate any such succession. Pending appointment
      of a successor to the Servicer under this Agreement, the Trustee shall act
      in such capacity as hereinabove provided.

      SECTION 7.03 Notification to Certificateholders. (a) Upon any termination
of the Servicer pursuant to Section 7.01 above or any appointment of a successor
to the Servicer pursuant to Section 7.02 above, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register.

      (b)   Not later than the later of 60 days after the occurrence of any
event, which constitutes or which, with notice or lapse of time or both, would
constitute a Servicer Event of Default or five days after a Responsible Officer
of the Trustee becomes aware of the occurrence of such an event, the Trustee
shall transmit by mail to all Holders of Certificates notice of each such
occurrence, unless such default or Servicer Event of Default shall have been
cured or waived.

      SECTION 7.04 Waiver of Servicer Events of Default. Holders representing at
least 66% of the Voting Rights evidenced by all Classes of Certificates affected
by any default or Servicer Event of Default hereunder may waive such default or
Servicer Event of Default; provided, however, that a default or Servicer Event
of Default under clause (i) or (vii) of Section 7.01 may be waived only by all
of the Holders of the Regular Certificates. Upon any such waiver of a default or
Servicer Event of Default, such default or Servicer Event of Default shall cease
to exist and shall be deemed to have been remedied for every purpose hereunder.
No such waiver shall extend to any subsequent or other default or Servicer Event
of Default or impair any right consequent thereon except to the extent expressly
so waived.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

      SECTION 8.01 Duties of Trustee. (a) The Trustee, prior to the occurrence
of a Servicer Event of Default and after the curing of all Servicer Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement. During a Servicer Event
of Default (which has not been cured or waived), 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. Any
permissive right of the Trustee enumerated in this Agreement shall not be
construed as a duty.

      (b)   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 on their face to the requirements of this Agreement. If any such
instrument is found not to conform on its face to the requirements of this
Agreement in a

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material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected, and if the instrument is not corrected to its
satisfaction, will provide notice thereof to the Certificateholders.

      (c)   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 Default, and
      after the curing of all such Servicer Events of Default 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 that conform 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 or Responsible
      Officers of the Trustee unless it shall be proved that the Trustee was
      negligent in ascertaining the pertinent facts; and

            (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 Holders of Certificates entitled to
      at least 25% of the Voting Rights relating to the time, method and place
      of conducting any proceeding for any remedy available to the Trustee or
      exercising any trust or power conferred upon it, under this Agreement.

      (d)   The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a Trust REMIC after
the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or misconduct of the Trustee.

      SECTION 8.02  Certain Matters Affecting the Trustee.  (a) Except as
otherwise provided in Section 8.01:

            (i)   The Trustee may request and conclusively rely upon and shall
      be fully protected in acting or refraining from acting upon any
      resolution, Officers' Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request,
      consent, order, appraisal, bond or other paper or document reasonably
      believed by it to be genuine and to have been signed or presented by the
      proper party or parties;

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            (ii)  The Trustee may consult with counsel and any Opinion of
      Counsel shall be full and complete authorization and protection in respect
      of any action taken or suffered or omitted by it hereunder in good faith
      and in accordance with such Opinion of Counsel;

            (iii) The Trustee shall not be under any obligation to exercise any
      of the trusts or powers vested in it by this Agreement or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the
      request, order or direction of any of the Certificateholders, pursuant to
      the provisions of this Agreement, unless such Certificateholders shall
      have offered to the Trustee security or indemnity reasonably satisfactory
      to it against the costs, expenses and liabilities which may be incurred
      therein or thereby; nothing contained herein shall, however, relieve the
      Trustee of the obligation, upon the occurrence of a Servicer Event of
      Default (which has not been cured or waived), to exercise such of the
      rights and powers vested in it by this Agreement, and to use the same
      degree of care and skill in their exercise as a prudent person would
      exercise or use under the circumstances in the conduct of such person's
      own affairs;

            (iv)  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 Default
      hereunder and after the curing of all Servicer Events of Default 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 document, unless requested in writing to
      do so by the Holders of Certificates entitled to at least 25% of the
      Voting Rights; provided, however, that if the payment within a reasonable
      time to the Trustee 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 such
      Certificateholders, the Trustee may require indemnity reasonably
      satisfactory to it against such expense or liability from such
      Certificateholders as a condition to taking any such action;

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

            (vii) The Trustee shall have no obligation to invest and reinvest
      any cash held in the absence of timely and specific written investment
      direction from the Servicer or the Depositor. In no event shall the
      Trustee be liable for the selection of investments or for investment
      losses incurred thereon. The Trustee shall have no liability in respect of
      losses incurred as a result of the liquidation of any investment incurred
      as a result of the liquidation of any investment prior to its stated
      maturity or the failure of the Servicer or the Depositor to provide timely
      written investment direction; and

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            (viii) In order to comply with its duties under the USA Patriot Act
      of 2001, the Trustee shall obtain and verify certain information and
      documentation from the other parties to this Agreement including, but not
      limited to, each such party's name, address and other identifying
      information.

      (b)   All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in the name of the Trustee for the
benefit of all the Holders of such Certificates, subject to the provisions of
this Agreement.

      SECTION 8.03 Trustee Not Liable for Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates (other than the signature of
the Trustee, the authentication of the Certificate Registrar on the
Certificates, the acknowledgments of the Trustee contained in Article II and the
representations and warranties of the Trustee in Section 8.13) shall be taken as
the statements of the Depositor and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations or warranties as to the
validity or sufficiency of this Agreement (other than as specifically set forth
with respect to such party in Section 8.13) or of the Certificates (other than
the signature of the Trustee and authentication of the Certificate Registrar on
the Certificates) or of any Mortgage Loan or related document or of MERS or the
MERS(R) System. The Trustee shall not be accountable for the use or application
by the Depositor of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
or the Servicer in respect of the Mortgage Loans or deposited in or withdrawn
from the Custodial Account by the Servicer, other than any funds held by or on
behalf of the Trustee in accordance with Section 3.10, subject to Section 8.01.

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

      SECTION 8.05 Trustee's Fees and Expenses. (a) The Trustee shall withdraw
from the Certificate Account on each Distribution Date and pay to itself the
Trustee Fee. The Trustee, or any director, officer, employee or agent of the
Trustee shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense (not including expenses, disbursements and advances
incurred or made by the Trustee including the compensation and the expenses and
disbursements of its agents and counsel, in the ordinary course of the Trustee's
performance in accordance with the provisions of this Agreement) incurred by the
Trustee in connection with any Servicer Event of Default (not including
expenses, disbursements and advances incurred or made by the Trustee in its
capacity as successor Servicer), default, claim or legal action or any pending
or threatened claim or legal action arising out of or in connection with the
acceptance or administration of its obligations and duties under this Agreement
or the Cap Contracts, other than any loss, liability or expense (i) resulting
from a breach of the Servicer's obligations and duties under this Agreement (for
which the Servicer indemnifies pursuant to Sections 8.05(b) and 10.03(b)), (ii)
for the expenses of preparing and filing Tax Returns pursuant to Section
10.01(d)

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or (iii) any loss, liability or expense incurred by reason of its willful
misfeasance, bad faith or negligence in the performance of its duties hereunder
or by reason of reckless disregard of its respective obligations and duties
hereunder. Any amounts payable to the Trustee, or any director, officer,
employee or agent of the Trustee in respect of the indemnification provided by
this paragraph (a), or pursuant to any other right of reimbursement from the
Trust Fund that the Trustee, or any director, officer, employee or agent of the
Trustee, may have hereunder in its capacity as such, may be withdrawn by the
Trustee from the Certificate Account at any time.

      (b)   The Servicer agrees to indemnify the Trustee from, and hold it
harmless against, any loss, liability or expense (including reasonable legal
fees and disbursements of counsel) resulting from a breach of the Servicer's
obligations and duties under this Agreement. Such indemnity shall survive the
termination or discharge of this Agreement and the resignation or removal of the
Trustee. Any payment hereunder made by the Servicer to the Trustee shall be from
the Servicer's own funds, without reimbursement from the Trust Fund therefor.

      The provisions of this Section 8.05 shall survive the termination of this
Agreement or the earlier resignation or removal of the Trustee.

      SECTION 8.06 Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be a corporation or an association (other than the Depositor,
the Seller, the Servicer or any Affiliate of the foregoing) organized and doing
business under the laws of any state or the United States of America, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or association publishes reports
of conditions at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such corporation or association
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. Any successor trustee appointed
pursuant to Section 8.07 shall have a sufficient rating so as to maintain the
then-current ratings of the Certificates. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.

      SECTION 8.07 Resignation and Removal of the Trustee. The Trustee may at
any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Depositor, the Servicer and the
Certificateholders. Upon receiving such notice of resignation of the Trustee,
the Depositor shall promptly appoint a successor trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. A copy of such instrument shall
be delivered to the Certificateholders, the Trustee and the Servicer by the
Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation or removal, the 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 if at any

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time the Trustee shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, which instrument shall be delivered
to the Trustee so removed and to the successor trustee. A copy of such
instrument shall be delivered to the Certificateholders and the Servicer by the
Depositor.

      The Holders of Certificates entitled to at least 66% of the Voting Rights
may at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Depositor, one complete set to the Trustee so removed and
one complete set to the successor so appointed. A copy of such instrument shall
be delivered to the Certificateholders and the Servicer by the Depositor.

      Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor trustee as provided
in Section 8.08. Any costs associated with removing and replacing the Trustee
shall be payable by the Trustee being removed or replaced if such Trustee is
being removed or replaced for cause.

      SECTION 8.08 Successor Trustee. Any successor trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor
and to its predecessor trustee 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 the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements, as well as all
moneys, held by it hereunder (other than any Mortgage Files at the time held by
a custodian, which custodian shall become the agent of any successor trustee
hereunder), and the Depositor and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations.

      No successor trustee shall accept appointment as provided in this Section
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 any Class of 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, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.

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      SECTION 8.09 Merger or Consolidation of Trustee. Any corporation or
association into which the Trustee may be merged or converted or with which it
may be consolidated or any corporation or association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or association succeeding to the business of the Trustee shall be
the successor of the Trustee hereunder, provided such corporation or association
shall be eligible under the provisions of Section 8.06, 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. (a)
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of REMIC I
or property securing the same may at the time be located, the Servicer and the
Trustee acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of REMIC I, and to vest in such Person or
Persons, in such capacity, such title to REMIC I, 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. If the Servicer shall not have joined
in such appointment within 15 days after the receipt by it of a request so to
do, or in case a Servicer Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof. The Servicer shall be
responsible for the fees of any co-trustee or separate trustee appointed under
this Section 8.10.

      (b)   In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to 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 REMIC
I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee.

      (c)   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 trust conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the

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Trustee. Every such instrument shall be filed with the Trustee and a copy
thereof given to the Depositor and the Servicer.

      (d)   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 Trustee to Execute Cap Contract. The Depositor hereby directs
the Trustee to execute, deliver and perform its obligations under the Cap
Contracts on the Closing Date and thereafter on behalf of the Holders of the
Class A Certificates and the Mezzanine Certificates. The Depositor, the Servicer
and the Holders of the Class A Certificates and the Mezzanine Certificates by
their acceptance of such Certificates acknowledge and agree that the Trustee
shall execute, deliver and perform its obligations under the Cap Contracts and
shall do so solely in its capacity as Trustee of the Trust Fund and not in its
individual capacity.

      SECTION 8.12 Appointment of Office or Agency. The Trustee shall maintain
an office or agency in the United States where the Certificates may be
surrendered for registration of transfer or exchange, and presented for final
distribution. As of the Closing Date, the Trustee designates its Corporate Trust
Office in Minneapolis, Minnesota for such purposes. Notices and demands to or
upon the Trustee in respect of the Certificates and this Agreement may be
delivered at the Corporate Trust Office in Columbia, Maryland.

      SECTION 8.13 Representations and Warranties of the Trustee. The Trustee
hereby represents and warrants, solely as to itself, to the Servicer and the
Depositor, as of the Closing Date, that:

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

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

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

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

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                                   ARTICLE IX

                                   TERMINATION

      SECTION 9.01 Termination Upon Repurchase or Liquidation of All Mortgage
Loans. (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Servicer and the
Trustee (other than the obligations of the Servicer to the Trustee pursuant to
Section 8.05 and of the Servicer to make remittances to the Trustee and the
Trustee to make payments in respect of the REMIC I Regular Interests and the
Classes of Certificates as hereinafter set forth) shall terminate upon payment
to the Certificateholders and the deposit of all amounts held by or on behalf of
the Trustee and required hereunder to be so paid or deposited on the
Distribution Date coinciding with or following the earlier to occur of (i) the
purchase by the Terminator (as defined below) of all Mortgage Loans and each REO
Property remaining in REMIC I and (ii) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I; provided, however, that in no event shall the trust
created hereby continue beyond the earlier of (a) the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James, living on the
date hereof and (b) the latest possible Maturity Date. Subject to Section 3.10
hereof, the purchase by the Terminator of all Mortgage Loans and each REO
Property remaining in REMIC I shall be at a price equal to the greater of (i)
the Stated Principal Balance of the Mortgage Loans and the appraised value of
any REO Properties (such appraisal to be conducted by an Independent appraiser
mutually agreed upon by the Terminator and, to the extent that the Class A
Certificates or a Class of Mezzanine Certificates will not receive all amounts
owed to it as a result of the termination, the Trustee, in their reasonable
discretion) and (ii) the fair market value of the Mortgage Loans and the REO
Properties (as determined by the Terminator and, to the extent that the Class A
Certificates or a Class of Mezzanine Certificates will not receive all amounts
owed to it as a result of the termination, the Trustee (it being understood and
agreed that any determination by the Trustee shall be made solely in reliance on
an appraisal by an Independent appraiser as provided above)), as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to the related Certificateholders pursuant to
Section 9.01(c), in each case plus accrued and unpaid interest thereon at the
weighted average of the Mortgage Rates through the end of the Due Period
preceding the final Distribution Date plus unreimbursed Servicing Advances,
Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO
Properties and any accrued and unpaid Net WAC Rate Carryover Amounts (the
"Termination Price"); provided, however, such option may only be exercised if
the Termination Price is sufficient to pay all interest accrued on, as well as
amounts necessary to retire the principal balance of, each class of notes issued
pursuant to the Indenture. If the determination of the fair market value of the
Mortgage Loans and REO Properties shall be required to be made by the Terminator
and an Independent appraiser as provided above, (A) such appraisal shall be
obtained at no expense to the Trustee and (B) the Trustee may conclusively rely
on, and shall be protected in relying on, such appraisal.

      (b)   The majority Holder of the Class CE Certificates shall have the
right (the party exercising such right, the "Terminator") to purchase all of the
Mortgage Loans and each REO

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Property remaining in REMIC I pursuant to clause (i) of the preceding paragraph
in the manner set forth in Section 9.01(c) below if the aggregate Stated
Principal Balance of the Mortgage Loans and each REO Property remaining in the
Trust Fund at the time of such election is reduced to less than 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.
By acceptance of a Residual Certificate, the Holders of the Residual
Certificates agree, in connection with any termination hereunder, to assign and
transfer any amounts in excess of par, and to the extent received in respect of
such termination, to pay any such amounts to the Holders of the Class CE
Certificates.

      (c)   Notice of the liquidation of the Certificates shall be given
promptly by the Trustee by letter to Certificateholders mailed (a) in the event
such notice is given in connection with the purchase of the Mortgage Loans and
each REO Property by the Terminator, not earlier than the 10th day and not later
than the 20th day of the month next preceding the month of the final
distribution on the related Certificates or (b) otherwise during the month of
such final distribution on or before the Determination Date in such month, in
each case specifying (i) the Distribution Date upon which the Trust Fund will
terminate and the final payment in respect of the REMIC I Regular Interests, as
applicable and the related Certificates will be made upon presentation and
surrender of the related Certificates at the office of the Trustee therein
designated, (ii) the amount of any such final payment, (iii) that no interest
shall accrue in respect of the REMIC I Regular Interests or the related
Certificates from and after the Interest Accrual Period relating to the final
Distribution Date therefor and (iv) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the related Certificates at the office of the
Trustee. In the event such notice is given in connection with the purchase of
all of the Mortgage Loans and each REO Property remaining in REMIC I by the
Terminator, the Terminator shall deliver to the Trustee for deposit in the
Certificate Account, not later than the third Business Day preceding the date
for such final payment, an amount in immediately available funds equal to the
above-described purchase price. The Trustee shall remit to the Servicer from
such funds deposited in the Certificate Account (i) any amounts which the
Servicer would be permitted to withdraw and retain from the Custodial Account
pursuant to Section 3.11 and (ii) any other amounts otherwise payable by the
Trustee to the Servicer from amounts on deposit in the Certificate Account
pursuant to the terms of this Agreement, in each case prior to making any final
distributions pursuant to Section 10.01(d) below. Upon certification to the
Trustee by the Terminator of the making of such final deposit, the Trustee shall
promptly release to the Terminator the Mortgage Files for the remaining Mortgage
Loans, and the Trustee shall execute all assignments, endorsements and other
instruments necessary to effectuate such transfer.

      Immediately following the deposit of funds in trust hereunder in respect
of the Certificates, the Trust Fund shall terminate.

      SECTION 9.02 Additional Termination Requirements. (a) In the event that
the Terminator purchases all the Mortgage Loans and each REO Property or the
final payment on or other liquidation of the last Mortgage Loan or REO Property
remaining in REMIC I pursuant to Section 9.01, the Trust Fund (or the applicable
Trust REMIC) shall be terminated in accordance with the following additional
requirements:

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            (i)   The Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to each Trust REMIC's final Tax
      Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy
      all requirements of a qualified liquidation under Section 860F of the Code
      and any regulations thereunder, as evidenced by an Opinion of Counsel
      obtained at the expense of the Terminator;

            (ii)  During such 90-day liquidation period and, at or prior to the
      time of making of the final payment on the Certificates, the Trustee shall
      sell all of the assets of REMIC I to the Terminator for cash; and

            (iii) At the time of the making of the final payment on the
      Certificates, the Trustee shall distribute or credit, or cause to be
      distributed or credited, to the Holders of the Residual Certificates in
      respect of the Class R-I Interest all cash on hand in the Trust Fund
      (other than cash retained to meet claims), and the Trust Fund shall
      terminate at that time.

      (b)   At the expense of the requesting Terminator (or, if the Trust Fund
is being terminated as a result of the occurrence of the event described in
clause (ii) of the first paragraph of Section 9.01, at the expense of the
Depositor without the right of reimbursement from the Trust Fund), the
Terminator shall prepare or cause to be prepared the documentation required in
connection with the adoption of a plan of liquidation of each Trust REMIC
pursuant to this Section 9.02.

      (c)   By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Trustee to specify the 90-day liquidation period for each
Trust REMIC, which authorization shall be binding upon all successor
Certificateholders.

                                    ARTICLE X

                                REMIC PROVISIONS

      SECTION 10.01 REMIC Administration. (a) The Trustee shall elect to treat
each Trust REMIC as a REMIC under the Code and, if necessary, under applicable
state law. Each such election will be made by the Trustee on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
REMIC I, the REMIC I Regular Interests shall be designated as the Regular
Interests in REMIC I and the Class R-I Interest shall be designated as the sole
class of Residual Interests in REMIC I. The Class A Certificates and the
Mezzanine Certificates shall be designated as the Regular Interests in REMIC II
and the Class R-II Interest shall be designated as the sole class of Residual
Interests in REMIC II. The Trustee shall not permit the creation of any
"interests" in any Trust REMIC (within the meaning of Section 860G of the Code)
other than the REMIC I Regular Interests and the interests represented by the
Certificates.

      (b)   The Closing Date is hereby designated as the "Startup Day" of each
Trust REMIC within the meaning of Section 860G(a)(9) of the Code.

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      (c)   The Trustee shall be reimbursed for any and all expenses relating to
any tax audit of the Trust Fund (including, but not limited to, any professional
fees or any administrative or judicial proceedings with respect to each Trust
REMIC that involve the Internal Revenue Service or state tax authorities),
including the expense of obtaining any tax related Opinion of Counsel required
to be obtained hereunder. The Trustee, as agent for each Trust REMIC's tax
matters person shall (i) act on behalf of the Trust Fund in relation to any tax
matter or controversy involving any Trust REMIC and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The holder of
the largest Percentage Interest of each Class of Residual Certificates shall be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
matters person of the Trust REMICs created hereunder. By their acceptance
thereof, the holder of the largest Percentage Interest of the Residual
Certificates hereby agrees to irrevocably appoint the Trustee or an Affiliate as
its agent to perform all of the duties of the tax matters person for the Trust
Fund.

      (d)   The Trustee shall prepare, sign and file all of the Tax Returns
(including Form 8811, which must be filed within 30 days following the Closing
Date) in respect of each Trust REMIC created hereunder. The expenses of
preparing and filing such returns shall be borne by the Trustee without any
right of reimbursement therefor.

      (e)   The Trustee shall perform on behalf of each Trust REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC under the Code, the REMIC Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, as required by the Code, the REMIC Provisions or other such
compliance guidance, the Trustee shall provide (i) to any Transferor of a
Residual Certificate such information as is necessary for the application of any
tax relating to the transfer of a Residual Certificate to any Person who is not
a Permitted Transferee, (ii) to the Certificateholders such information or
reports as are required by the Code or the REMIC Provisions including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required) and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person who will
serve as the representative of each Trust REMIC. The Depositor shall provide or
cause to be provided to the Trustee, within ten (10) days after the Closing
Date, all information or data that the Trustee reasonably determines to be
relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flow of the Certificates.

      (f)   The Trustee shall take such action and shall cause each Trust REMIC
created hereunder to take such action as shall be necessary to create or
maintain the status thereof as a REMIC under the REMIC Provisions. The Trustee
shall not take any action or cause the Trust Fund to take any action or fail to
take (or fail to cause to be taken) any action that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) endanger the status of each
Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust
Fund (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC
Event") unless the Trustee has received an Opinion of

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Counsel, addressed to the Trustee (at the expense of the party seeking to take
such action but in no event at the expense of the Trustee) to the effect that
the contemplated action will not, with respect to any Trust REMIC, endanger such
status or result in the imposition of such a tax, nor shall the Servicer take or
fail to take any action (whether or not authorized hereunder) as to which the
Trustee has advised it in writing that it has received an Opinion of Counsel to
the effect that an Adverse REMIC Event could occur with respect to such action;
provided that the Servicer may conclusively rely on such Opinion of Counsel and
shall incur no liability for its action or failure to act in accordance with
such Opinion of Counsel. In addition, prior to taking any action with respect to
any Trust REMIC or the respective assets of each, or causing any Trust REMIC to
take any action, which is not contemplated under the terms of this Agreement,
the Servicer will consult with the Trustee or its designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with
respect to any Trust REMIC and the Servicer shall not take any such action or
cause any Trust REMIC to take any such action as to which the Trustee has
advised it in writing that an Adverse REMIC Event could occur; provided that the
Servicer may conclusively rely on such writing and shall incur no liability for
its action or failure to act in accordance with such writing. The Trustee may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not permitted by this Agreement,
but in no event shall such cost be an expense of the Trustee. At all times as
may be required by the Code, the Trustee will ensure that substantially all of
the assets of REMIC I will consist of "qualified mortgages" as defined in
Section 860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code, to the extent such obligations are within the Trustee's
control and not otherwise inconsistent with the terms of this Agreement.

      (g)   In the event that any tax is imposed on "prohibited transactions" of
any Trust REMIC created hereunder as defined in Section 860F(a)(2) of the Code,
on the "net income from foreclosure property" of such REMIC as defined in
Section 860G(c) of the Code, on any contributions to any such REMIC after the
Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax
is imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trustee pursuant to Section 10.03 hereof,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, (ii) to the Servicer pursuant to Section 10.03
hereof, if such tax arises out of or results from a breach by the Servicer of
any of its obligations under Article III or this Article X, or (iii) in all
other cases, against amounts on deposit in the Certificate Account and shall be
paid by withdrawal therefrom.

      (h)   On or before April 15 of each calendar year, commencing April 15,
2007, the Trustee shall deliver to each Rating Agency an Officer's Certificate
of the Trustee stating the Trustee's compliance with this Article X.

      (i)   The Trustee shall, for federal income tax purposes, maintain books
and records with respect to each Trust REMIC on a calendar year and on an
accrual basis.

      (j)   Following the Startup Day, neither the Servicer nor the Trustee
shall accept any contributions of assets to any Trust REMIC other than in
connection with any Qualified Substitute Mortgage Loan delivered in accordance
with Section 2.03 unless it shall have received

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an Opinion of Counsel to the effect that the inclusion of such assets in the
Trust Fund will not cause any Trust REMIC to fail to qualify as a REMIC at any
time that any Certificates are outstanding or subject any Trust REMIC to any tax
under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.

      (k)   Neither the Trustee nor the Servicer shall enter into any
arrangement by which any Trust REMIC will receive a fee or other compensation
for services nor knowingly permit any Trust REMIC to receive any income from
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the
Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.

      SECTION 10.02 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 connection with (i) the foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a
Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy
of REMIC I, (iii) the termination of REMIC I pursuant to Article IX of this
Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor
acquire any assets for any Trust REMIC (other than REO Property acquired in
respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in
the Custodial Account or the Certificate Account for gain, nor accept any
contributions to any Trust REMIC after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it
has received an Opinion of Counsel, addressed to the Trustee (at the expense of
the party seeking to cause such sale, disposition, substitution, acquisition or
contribution but in no event at the expense of the Trustee) that such sale,
disposition, substitution, acquisition or contribution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC
to be subject to a tax on "prohibited transactions" or "contributions" pursuant
to the REMIC Provisions.

      SECTION 10.03 Servicer and Trustee Indemnification. (a) The Trustee agrees
to indemnify the Trust Fund, the Depositor and the Servicer for any taxes and
costs including, without limitation, any reasonable attorneys' fees imposed on
or incurred by the Trust Fund, the Depositor or the Servicer as a result of a
breach of the Trustee's covenants set forth in this Article X.

      (b)   The Servicer agrees to indemnify the Trust Fund, the Depositor and
the Trustee for any taxes and costs including, without limitation, any
reasonable attorneys' fees imposed on or incurred by the Trust Fund, the
Depositor or the Trustee, as a result of a breach of the Servicer's covenants
set forth in Article III or this Article X.

                                   ARTICLE XI

                      TRUSTEE COMPLIANCE WITH REGULATION AB

      SECTION 11.01 Intent of the Parties; Reasonableness. The Seller, the
Trustee, the Depositor and the Servicer acknowledge and agree that the purpose
of Article XI of this

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Agreement is to facilitate compliance by the Seller and the Depositor with the
provisions of Regulation AB and related rules and regulations of the Commission.
Neither the Seller nor the Depositor shall exercise its right to request
delivery of information or other performance under these provisions other than
in good faith, or for purposes other than compliance with the Securities Act,
the Exchange Act and the rules and regulations of the Commission thereunder.
Each of the Depositor, the Seller, the Servicer and the Trustee acknowledges
that interpretations of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with requests made by the Seller or
the Depositor in good faith for delivery of information under these provisions
on the basis of evolving interpretations of Regulation AB. Each of the Servicer
and the Trustee shall cooperate fully with the Seller to deliver to the Seller
(including any of its assignees or designees) and the Depositor, any and all
statements, reports, certifications, records and any other information necessary
in the good faith determination of the Seller or the Depositor to permit the
Seller or the Depositor to comply with the provisions of Regulation AB, together
with such disclosures relating to the Servicer, the Trustee and the Mortgage
Loans, or the servicing of the Mortgage Loans, reasonably believed by the Seller
or the Depositor to be necessary in order to effect such compliance.

      SECTION 11.02 Additional Representations and Warranties of the Trustee.
For so long as the Trust is subject to the reporting requirements of the
Exchange Act, the Trustee agrees that:

      (a)   The Trustee shall be deemed to represent to the Seller and to the
Depositor, as of the date hereof and the date on which information is provided
to the Seller or the Depositor under Sections 11.01, 11.02(b) or 11.03 that,
except as disclosed in writing to the Seller or the Depositor prior to such
date: (i) it is not aware and has not received notice that any default, early
amortization or other performance triggering event has occurred as to any other
Securitization Transaction due to any act or failure to act of the Trustee; (ii)
it has not been terminated as trustee in a securitization of mortgage loans,
(iii) there are no aspects of its financial condition that could have a material
adverse effect on its performance of its trustee obligations under this
Agreement or any other Securitization Transaction as to which it is the trustee;
(iv) there are no material legal or governmental proceedings pending (or known
to be contemplated) against it that would be material to Certificateholders; and
(v) there are no affiliations, relationships or transactions outside the
ordinary course of business relating to the Trustee, with respect to the
Depositor or any sponsor, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material
transaction party (as such terms are used in Regulation AB) relating to the
Securitization Transaction contemplated by the Agreement (the "Transaction
Parties").

      (b)   If so requested by the Seller or the Depositor on any date following
the date on which information is first provided to the Seller or the Depositor
under Section 11.03, the Trustee shall, within five Business Days following such
request, confirm in writing the accuracy of the representations and warranties
set forth in paragraph (a) of this Section or, if any such representation and
warranty is not accurate as of the date of such request or such confirmation,
provide reasonably adequate disclosure of the pertinent facts, in writing, to
the requesting party.

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      SECTION 11.03 Information to Be Provided by the Trustee.

      (a)   For so long as the Trust is subject to the reporting requirements of
the Exchange Act, for the purpose of satisfying the Depositor's and the Seller's
reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Trustee shall provide to the Servicer and the
Seller a written description of (A) any litigation or governmental proceedings
pending against the Trustee as of the last day of the calendar month that would
be material to Certificateholders, and (B) any affiliations or relationships (as
described in Item 1119 of Regulation AB) that develop following the Closing Date
between the Trustee and any Transaction Party of the type described in Section
11.02(a)(iv) or 11.02(a)(v) as of the last day of each calendar year. Any
descriptions required with respect to legal proceedings, as well as updates to
previously provided descriptions, under this Section 11.03 shall be given no
later than five Business Days prior to the Determination Date following the
month in which the relevant event occurs, and any notices and descriptions
required with respect to affiliations, as well as updates to previously provided
descriptions, under this Section 11.03 shall be given no later than January 31
of the calendar year following the year in which the relevant event occurs. As
of the date the Depositor or the Trustee files each Report on Form 10-D and
Report on Form 10-K with respect to the Certificates, the Trustee will be deemed
to represent that any information previously provided under this Article XI is
materially correct and does not have any material omissions unless the Trustee
has provided an update to such information.

      (b)   In addition to such information as the Trustee is obligated to
provide pursuant to other provisions of this Agreement, if so requested by the
Servicer or the Seller in its reasonable good faith determination, the Trustee
shall provide such information regarding the performance or servicing of the
Mortgage Loans as is reasonably required to facilitate preparation of
distribution reports in accordance with Item 1121 of Regulation AB.

      SECTION 11.04 Report on Assessment of Compliance and Attestation. On or
before March 1 of each calendar year, the Trustee shall:

      (a)   deliver to the Seller and the Depositor a report (in form and
substance reasonably satisfactory to the Seller and the Depositor) regarding the
Trustee's assessment of compliance with the applicable Servicing Criteria during
the immediately preceding calendar year, as required under Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be
addressed to the Seller and the Depositor and signed by an authorized officer of
the Trustee, and shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit J-2 hereto;

      (b)   deliver to the Seller and the Depositor a report of a registered
public accounting firm reasonably acceptable to the Seller and the Depositor
that attests to, and reports on, the assessment of compliance made by the
Trustee and delivered pursuant to the preceding paragraph. Such attestation
shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
the Securities Act and the Exchange Act;

      SECTION 11.05 Indemnification; Remedies. (a) The Trustee shall indemnify
the Seller, each affiliate of the Seller, the Depositor, the Servicer, each
broker dealer acting as

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underwriter, placement agent or initial purchaser, each Person who controls any
of such parties (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act); and the respective present and former
directors, officers, employees and agents of each of the foregoing, and shall
hold each of them harmless from and against any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments, and
any other costs, fees and expenses that any of them may sustain arising out of
or based upon:

            (i)   (A) any untrue statement of a material fact contained or
      alleged to be contained in any (w) compliance certificate or report
      regarding the Trustee's assessment of compliance delivered by the Trustee
      or any Subcontractor of the Trustee pursuant to Section 11.04(a), (x) any
      report of a registered public accounting firm delivered by or on behalf of
      the Trustee or any Subcontractor of the Trustee pursuant to Section
      11.04(b), or (y) any information about the Trustee provided by it pursuant
      to Section 11.01, 11.02 or 11.03 (collectively, the "Trustee
      Information"), or (B) the omission or alleged omission to state in the
      Trustee Information a material fact required to be stated in the Trustee
      Information or necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading;

            (ii)  any failure by the Trustee to deliver any information,
      report, certification, accountants' letter or other material when and as
      required under this Article XI; or

            (iii) any breach by the Trustee of a representation or warranty
      set forth in Section 11.02(a) or in a writing furnished pursuant to
      Section 11.02(b).

      (b)   In the case of any failure of performance described in clause (ii)
of this Section 11.05(a), the Trustee shall promptly reimburse the Seller or the
Depositor, as applicable, for all costs reasonably incurred by each such party
in order to obtain the information, report, certification, accountants'
attestation or other material not delivered as required by the Trustee and
cooperate with the Depositor and the Seller to mitigate any damages that may
result.

                                   ARTICLE XII

                     SERVICER COMPLIANCE WITH REGULATION AB

         SECTION 12.01 [Reserved].

         SECTION 12.02 [Reserved].

         SECTION 12.03 Information to Be Provided by the Servicer. The Servicer
shall (i) within five Business Days following request by the Seller or the
Depositor, provide to the Seller and the Depositor (or, as applicable, cause
each Third-Party Originator and each Sub-Servicer to provide), in writing and in
form and substance reasonably satisfactory to the Seller and the Depositor, the
information and materials specified in paragraph (c) of this Section, and (ii)
as promptly as practicable following notice to or discovery by the Servicer,
provide to the Seller

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and the Depositor (in writing and in form and substance reasonably satisfactory
to the Seller and the Depositor) the information specified in paragraph (a) of
this Section.

      (a)   If so requested by the Seller or the Depositor for the purpose of
satisfying its reporting obligation under the Exchange Act with respect to any
class of asset-backed securities, the Servicer shall (or shall cause each
Sub-Servicer and Third-Party Originator to) (i) notify the Seller and the
Depositor in writing of (A) any material litigation or governmental proceedings
pending against the Servicer, any Sub-Servicer or any Third-Party Originator and
(B) any affiliations or relationships that develop following the Closing Date
between the Servicer, any Sub-Servicer or any Third-Party Originator (and any
other parties identified in writing by the requesting party) with respect to the
issuing of the Certificates, and (ii) provide to the Seller and the Depositor a
description of such proceedings, affiliations or relationships.

      (b)   As a condition to the succession to the Servicer or any Sub-Servicer
as servicer or subservicer under this Agreement by any Person (i) into which the
Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may
be appointed as a successor to the Servicer or any Sub-Servicer, the Servicer
shall provide to the Seller and the Depositor, at least 15 calendar days prior
to the effective date of such succession or appointment, (x) written notice to
the Seller and the Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Seller and the
Depositor, all information reasonably requested by the Seller or the Depositor
in order to comply with its reporting obligation under Item 6.02 of Form 8-K
with respect to any class of asset-backed securities.

      (c)   In addition to such information as the Servicer, as servicer, is
obligated to provide pursuant to other provisions of this Agreement, if so
requested by the Seller or the Depositor, the Servicer shall provide such
information regarding the performance or servicing of the Mortgage Loans as is
reasonably required to facilitate preparation of distribution reports in
accordance with Item 1121 of Regulation AB. Such information shall be provided
concurrently with the monthly reports otherwise required to be delivered by the
Trustee pursuant to Section 4.02 of this Agreement, commencing with the first
such report due not less than ten Business Days following such request.

      SECTION 12.04 Servicer Compliance Statement. (a) For so long as the trust
created by this Agreement is subject to the reporting requirements of the
Exchange Act, the Servicer shall, using reasonable best efforts on or before
March 1 of each calendar year, but no later than March 15 of each calendar year,
commencing in 2007, deliver to the Seller, the Trustee and the Depositor a
statement of compliance addressed to the Seller and the Depositor and signed by
an authorized officer of the Servicer, to the effect that (i) a review of the
Servicer's activities during the immediately preceding calendar year (or
applicable portion thereof) and of its performance under this Agreement and any
applicable Mortgage Loan Purchase Agreement during such period has been made
under such officer's supervision, and (ii) to the best of such officers'
knowledge, based on such review, the Servicer has fulfilled all of its
obligations under this Agreement and any applicable Mortgage Loan Purchase
Agreement in all material respects throughout such calendar year (or applicable
portion thereof) or, if there has been a failure to fulfill any such obligation
in any material respect, specifically identifying each such failure known to
such officer and the nature and the status thereof; and (b) if the trust created
by this

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Agreement is no longer subject to the reporting requirements of the Exchange
Act, the Servicer shall deliver the statement described in the foregoing clause
(a) or a portion thereof as mutually agreed by the Servicer and the Depositor
annually until such trust terminates in accordance with the terms of this
Agreement.

      SECTION 12.05 Report on Assessment of Compliance and Attestation. (a) (I)
For so long as the trust created by this Agreement is subject to the reporting
requirements of the Exchange Act, the Servicer shall, using reasonable best
efforts on or before March 1 of each calendar year, but no later than March 15
of each calendar year, commencing in 2007:

            (i)   deliver to the Seller, the Trustee and the Depositor a report
      (in form and substance reasonably satisfactory to the Seller and the
      Depositor) regarding the Servicer's assessment of compliance with the
      Servicing Criteria during the immediately preceding calendar year, as
      required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122
      of Regulation AB. Such report shall be addressed to the Seller and the
      Depositor and signed by an authorized officer of the Servicer, and shall
      address each of the Servicing Criteria specified on a certification
      substantially in the form of Exhibit J-2 hereto delivered to the Seller
      concurrently with the execution of this Agreement;

            (ii)  deliver to the Seller, the Trustee and the Depositor a report
      of a registered public accounting firm reasonably acceptable to the Seller
      and the Depositor that attests to, and reports on, the assessment of
      compliance made by the Servicer and delivered pursuant to the preceding
      paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3)
      and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
      Act; immediately upon receipt of such report, the Servicer shall, at its
      own expense, furnish a copy of such report to the Trustee and each Rating
      Agency. 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;

            (iii) cause each Sub-Servicer, and each Subcontractor determined by
      the Servicer pursuant to Section 12.06(b) to be "participating in the
      servicing function" within the meaning of Item 1122 of Regulation AB, to
      deliver to the Seller, the Trustee and the Depositor an assessment of
      compliance and accountants' attestation as and when provided in paragraphs
      (a) and (b) of this Section; and

            (iv)  if requested by the Seller or the Depositor not later than
      February 1 of the calendar year in which such certification is to be
      delivered, deliver to the Seller, the Depositor and any other Person that
      will be responsible for signing the certification (a "Sarbanes
      Certification") required by Rules 13a-14(d) and 15d-14(d) under the
      Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
      on behalf of an asset-backed issuer with respect to the transactions
      contemplated by this Agreement, a certification in the form attached
      hereto as Exhibit I-1; and

(II) if the trust created by this Agreement is no longer subject to the
reporting requirements of the Exchange Act, the Servicer shall deliver the items
described in the foregoing clause (a)(I) or a

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portion thereof as mutually agreed by the Servicer and the Depositor annually
until the trust created by this Agreement terminates in accordance with the
terms of this Agreement.

The Servicer acknowledges that the parties identified in clause (a)(iv) above
may rely on the certification provided by the Servicer pursuant to such clause
in signing a Sarbanes Certification and filing such with the Commission. Neither
the Seller nor the Depositor will request delivery of a certification under
clause (a)(iv) above unless the Depositor is required under the Exchange Act to
file an annual report on Form 10-K with respect to an issuing entity whose asset
pool includes Mortgage Loans.

      (b)   Each assessment of compliance provided by a Sub-Servicer pursuant to
Section 12.05(a)(i) shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit J-2 hereto delivered to the
Seller concurrently with the execution of this Agreement or, in the case of a
Sub-Servicer subsequently appointed as such, on or prior to the date of such
appointment. An assessment of compliance provided by a Subcontractor pursuant to
Section 12.05(a)(iii) need not address any elements of the Servicing Criteria
other than those specified by the Servicer pursuant to Section 12.06.

      SECTION 12.06 Use of Sub-Servicers and Subcontractors. The Servicer shall
not hire or otherwise utilize the services of any Sub-Servicer to fulfill any of
the obligations of the Servicer as servicer under this Agreement unless the
Servicer complies with the provisions of paragraph (a) of this Section. The
Servicer shall not hire or otherwise utilize the services of any Subcontractor,
and shall not permit any Sub-Servicer to hire or otherwise utilize the services
of any Subcontractor, to fulfill any of the obligations of the Servicer as
servicer under this Agreement unless the Servicer complies with the provisions
of paragraph (b) of this Section.

      (a)   It shall not be necessary for the Servicer to seek the consent of
the Seller or the Depositor to the utilization of any Sub-Servicer. The Servicer
shall cause any Sub-Servicer used by the Servicer (or by any Sub-Servicer) for
the benefit of the Seller and the Depositor to comply with the provisions of
this Section and with Sections 12.03(b), 12.04, 12.05 and 12.07 of this
Agreement to the same extent as if such Sub-Servicer were the Servicer, and to
provide the information required with respect to such Sub-Servicer under Section
12.03(a) of this Agreement. The Servicer shall be responsible for obtaining from
each Sub-Servicer and delivering to the Seller and the Depositor any servicer
compliance statement required to be delivered by such Sub-Servicer under Section
12.04, any assessment of compliance and attestation required to be delivered by
such Sub-Servicer under Section 12.05 and any certification required to be
delivered to the Person that will be responsible for signing the Sarbanes
Certification under Section 12.05 as and when required to be delivered.

      (b)   It shall not be necessary for the Servicer to seek the consent of
the Seller or the Depositor to the utilization of any Subcontractor. The
Servicer shall promptly upon request provide to the Seller and the Depositor (or
any designee of the Depositor, such as a master servicer or administrator) a
written description (in form and substance satisfactory to the Seller and the
Depositor) of the role and function of each Subcontractor utilized by the
Servicer or any Sub-Servicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are "participating in
the servicing function" within the meaning of Item 1122 of

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Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified
pursuant to clause (ii) of this paragraph.

      As a condition to the utilization of any Subcontractor determined to be
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used by the
Servicer (or by any Sub-Servicer) for the benefit of the Seller and the
Depositor to comply with the provisions of Sections 12.05 and 12.07 of this
Agreement to the same extent as if such Subcontractor were the Servicer. The
Servicer shall be responsible for obtaining from each Subcontractor and
delivering to the Seller and the Depositor any assessment of compliance and
attestation required to be delivered by such Subcontractor under Section 12.05,
in each case as and when required to be delivered.

      SECTION 12.07 Indemnification; Remedies. (a) The Servicer shall indemnify
the Trustee, the Depositor, the Seller, each affiliate of the Seller, and each
of the following parties participating in the transactions contemplated by this
Agreement: each sponsor and issuing entity; each Person responsible for the
preparation, execution or filing of any report required to be filed with the
Commission with respect to such transactions, or for execution of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to such transactions; each broker dealer acting as underwriter,
placement agent or initial purchaser, each Person who controls any of such
parties or the Depositor (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act); and the respective present and former
directors, officers, employees and agents of each of the foregoing and of the
Depositor, and shall hold each of them harmless from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments, and any other costs, fees and expenses that any of them may
sustain arising out of or based upon:

            (i)   (A) any untrue statement of a material fact or alleged untrue
      statement of a material fact contained in any information, report,
      certification, accountants' letter or other material provided in written
      or electronic form under this Article XII by or on behalf of the Servicer,
      or provided under this Article XII by or on behalf of any Sub-Servicer,
      Subcontractor or Third-Party Originator, or (B) the omission to state in
      any disclosure required by this Article XII (collectively, the "Servicer
      Disclosure Information") a material fact required to be stated in the
      Servicer Disclosure Information or necessary in order to make the
      statements made in the Servicer Disclosure Information, in the light of
      the circumstances under which such statements were made, not misleading
      (in each case, regardless of whether a final judgment has been entered by
      a finder of fact); or

            (ii)  any failure by the Servicer, any Sub-Servicer, any
      Subcontractor or any Third-Party Originator to deliver any information,
      report, certification, accountants' letter or other material when and as
      required under this Article XII, including any failure by the Servicer to
      identify pursuant to Section 12.06(b) any Subcontractor "participating in
      the servicing function" within the meaning of Item 1122 of Regulation AB.

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      In the case of any failure of performance described in clause (a)(ii) of
this Section, the Servicer shall promptly reimburse the Seller, the Depositor,
as applicable, and each Person responsible for the preparation, execution or
filing of any report required to be filed with the Commission with respect to
the transactions contemplated hereunder, or for execution of a certification
pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect
to the transactions contemplated by this Agreement, for all costs reasonably
incurred by each such party in order to obtain the information, report,
certification, accountants' letter or other material not delivered as required
by the Servicer, any Sub-Servicer, any Subcontractor or any Third-Party
Originator.

      (b)   (i) Any failure by the Servicer, any Sub-Servicer, any Subcontractor
or any Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under this Article
XII shall, except as provided in clause (ii) of this paragraph, immediately and
automatically, without notice or grace period, constitute an Event of Default
with respect to the Servicer under this Agreement and shall entitle the
Depositor, in its sole discretion, to terminate the rights and obligations of
the Servicer as servicer under this Agreement without payment (notwithstanding
anything in this Agreement to the contrary) of any compensation to the Servicer;
provided that to the extent that any provision of this Agreement expressly
provides for the survival of certain rights or obligations following termination
of the Servicer as servicer, such provision shall be given effect.

            (ii)  Any failure by the Servicer, any Sub-Servicer or any
      Subcontractor to deliver any information, report, certification or
      accountants' letter when and as required under Section 12.04 or 12.05,
      including (except as provided below) any failure by the Servicer to
      identify pursuant to Section 12.06(b) any Subcontractor "participating in
      the servicing function" within the meaning of Item 1122 of Regulation AB,
      which continues unremedied for ten calendar days after the date on which
      such information, report, certification or accountants' letter was
      required to be delivered shall constitute an Event of Default with respect
      to the Servicer under this Agreement, and shall entitle Depositor, as
      applicable, in its sole discretion to terminate the rights and obligations
      of the Servicer as servicer under this Agreement without payment
      (notwithstanding anything in this Agreement to the contrary) of any
      compensation to the Servicer; provided that to the extent that any
      provision of this Agreement expressly provides for the survival of certain
      rights or obligations following termination of the Servicer as servicer,
      such provision shall be given effect.

            Neither the Seller nor the Depositor shall be entitled to terminate
      the rights and obligations of the Servicer pursuant to this subparagraph
      (b)(ii) if a failure of the Servicer to identify a Subcontractor
      "participating in the servicing function" within the meaning of Item 1122
      of Regulation AB was attributable solely to the role or functions of such
      Subcontractor with respect to mortgage loans other than the Mortgage
      Loans.

            (iii) The Servicer shall promptly reimburse the Seller (or any
      designee of the Seller, such as a master servicer) and the Depositor, as
      applicable, for all reasonable expenses incurred by the Seller (or such
      designee) or the Depositor, as such are incurred, in connection with the
      termination of the Servicer as servicer and the transfer of servicing

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      of the Mortgage Loans to a successor servicer. The provisions of this
      paragraph shall not limit whatever rights the Seller or the Depositor may
      have under other provisions of this Agreement or otherwise, whether in
      equity or at law, such as an action for damages, specific performance or
      injunctive relief.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

      SECTION 13.01 Amendment. This Agreement may be amended from time to time
by the Depositor, the Servicer and the Trustee without the consent of any of the
Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct, modify
or supplement any provisions herein (including to give effect to the
expectations of Certificateholders), (iii) to amend the provisions of Section
4.06, (iv) to change the timing and/or nature of deposits into the Custodial
Account or the Certificate Account or to change the name in which the Custodial
Account is maintained, provided that (A) the Servicer Remittance Date shall in
no event be later than the related Distribution Date, (B) such change shall not,
as evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder and (C) such change shall not result in a
reduction of the rating assigned to any Class of Certificates below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date, as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to any of its provisions to such extent as shall
be necessary or desirable to maintain the qualification of any Trust REMIC
created hereunder as a Trust REMIC at all times that any Certificate is
outstanding or to avoid or minimize the risk of the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim against the Trust Fund,
provided that the Trustee has received an Opinion of Counsel to the effect that
(A) such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any
Certificateholder, (vi) such amendment is made to conform the terms of this
Agreement to the terms described in the Prospectus dated May 16, 2006 together
with the Prospectus Supplement dated June 23, 2006, or (vii) 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, provided
that any such action pursuant to clauses (i), (ii), (iii), (vi) or (vii), as
evidenced by either (a) an Opinion of Counsel delivered to the Trustee adversely
affect in any material respect the interests of any Certificateholder or (b)
written notice 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). No amendment shall be deemed to adversely affect in any material
respect the interests of any Certificateholder who shall have consented thereto,
and no Opinion of Counsel or Rating Agency confirmation shall be required to
address the effect of any such amendment on any such consenting
Certificateholder. Notwithstanding the foregoing, neither an Opinion of Counsel
nor written notice to the Depositor, the Servicer and the Trustee from the
Rating Agencies will be required in connection with an amendment to the
provisions of Section 4.06.

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      This Agreement may also be amended from time to time by the Depositor, the
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received on Mortgage
Loans which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of any Class of Certificates (as evidenced
by either (a) an Opinion of Counsel delivered to the Trustee or (b) written
notice 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) in a manner, other than as described in (i) or (iii) modify the consents
required by the immediately preceding clauses (i) and (ii) without the consent
of the Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 13.01, Certificates registered in the name of
the Depositor or the Servicer or any Affiliate thereof shall be entitled to
Voting Rights with respect to matters affecting such Certificates.

      Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment (i) will not
result in the imposition of any tax on any Trust REMIC pursuant to the REMIC
Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding and (ii) is authorized or permitted
hereunder.

      Promptly after the execution of any such amendment the Trustee shall
furnish a copy of such amendment to each Certificateholder.

      It shall not be necessary for the consent of Certificateholders under this
Section 13.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

      The cost of any Opinion of Counsel to be delivered pursuant to this
Section 13.01 shall be borne by the Person seeking the related amendment, but in
no event shall such Opinion of Counsel be an expense of the Trustee.

      The Trustee may, but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.

      SECTION 13.02 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 of the counties or
other comparable jurisdictions in which any or all of the Mortgaged Properties
are situated, and in any other appropriate public recording office or

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elsewhere. The Servicer shall effect such recordation at the Trust's expense
upon the request in writing of a Certificateholder, but only if such direction
is accompanied by an Opinion of Counsel (provided at the expense of the
Certificateholder requesting recordation) to the effect that such recordation
would materially and beneficially affect the interests of the Certificateholders
or is required by law.

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

      SECTION 13.03 Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representative or heirs to claim an accounting or to take any action or commence
any proceeding in any court for a petition or winding up of the Trust Fund, or
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

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

      No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, the Holders
of Certificates evidencing not less than 25% of the Voting Rights evidenced by
the Certificates shall also have made written request to the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses, and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 13.03, each and every Certificateholder, the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

      SECTION 13.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE

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STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE
OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND
THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT
REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAWS).

      SECTION 13.05 Notices. All directions, demands and notices hereunder shall
be in writing and shall be deemed to have been duly given when received if
personally delivered at or mailed by first class mail, postage prepaid, or by
express delivery service or delivered in any other manner specified herein, to
(a) in the case of the Depositor, Stanwich Asset Acceptance Company, L.L.C.,
Seven Greenwich Office Park, 599 West Putnam Avenue, Greenwich, Connecticut
06830, Attention: President, or such other address or telecopy number as may
hereafter be furnished to the Servicer and the Trustee in writing by the
Depositor, (b) in the case of the Servicer, 2727 East Imperial Highway, Brea,
California 92821, Attention: Senior Vice President Capital Markets (telecopy
number: (714) 685-5157), or such other address or telecopy number as may
hereafter be furnished to the Trustee and the Depositor in writing by the
Servicer and (c) in the case of the Trustee, at its Corporate Trust Office in
Columbia, Maryland, or such other address or telecopy number as may hereafter be
furnished to the Servicer, the and the Depositor in writing by the Trustee. Any
notice required or permitted to be given to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given when
mailed, whether or not the Certificateholder receives such notice. A copy of any
notice required to be telecopied hereunder also shall be mailed to the
appropriate party in the manner set forth above.

      SECTION 13.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

      SECTION 13.07 Notice to Rating Agencies. The Trustee shall use its best
efforts promptly to provide notice to the Rating Agencies with respect to each
of the following of which it has actual knowledge:

1.  Any material change or amendment to this Agreement;

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

3.  The resignation or termination of the Servicer or the Trustee;

4.  The repurchase or substitution of Mortgage Loans pursuant to or as
contemplated by Section 2.03;

5.  The final payment to the Holders of any Class of Certificates;

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6.  Any change in the location of the Custodial Account or the Certificate
Account; and

7.  Any event that would result in the inability of the Trustee, as successor
servicer, to make advances regarding delinquent Mortgage Loans.

      In addition, the Trustee shall make available to each Rating Agency copies
of each report to Certificateholders described in Section 4.02 and the Servicer
shall promptly furnish to each Rating Agency copies of the following:

1.  Each annual statement as to compliance described in Section 12.05(i); and

2.  Each annual independent public accountants' servicing report described in
Section 12.05(ii).

      Any such notice pursuant to this Section 13.07 shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
first class mail, postage prepaid, or by express delivery service to Fitch
Ratings, One State Street Plaza, New, York, New York 10004, facsimile number:
(212) 344-1986; Moody's Investors Service, Inc., 99 Church Street, New York, New
York 10007; and to Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10007 or such
other addresses as the Rating Agencies may designate in writing to the parties
hereto.

      SECTION 13.08 Article and Section References. All article and section
references used in this Agreement, unless otherwise provided, are to articles
and sections in this Agreement.

      SECTION 13.09 Grant of Security Interest. It is the express intent of the
parties hereto that the conveyance of the Mortgage Loans by the Depositor to the
Trustee, be, and be construed as, a sale of the Mortgage Loans by the Depositor
and not a pledge of the Mortgage Loans to secure a debt or other obligation of
the Depositor. However, in the event that, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the
Depositor, then, (a) it is the express intent of the parties that such
conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
Trustee to secure a debt or other obligation of the Depositor and (b) (1) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the Uniform Commercial Code as in effect from time to time
in the State of New York; (2) the conveyance provided for in Section 2.01 hereof
shall be deemed to be a grant by the Depositor to the Trustee of a security
interest in all of the Depositor's right, title and interest in and to (i) such
Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in
accordance with the terms thereof and all proceeds of the conversion voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property and Prepayment Charges related thereto 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
Depositor's rights with respect to the Mortgage Loans under all insurance
policies required to be maintained pursuant to this Agreement and any proceeds
thereof; (iv) the Depositor's rights under the Mortgage Loan Purchase Agreement
(including any security interest created thereby); (v) the Custodial Account
(other than any amounts representing any Servicer Prepayment Charge Payment
Amount), the Certificate Account (other

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than any amounts representing any Servicer Prepayment Charge Payment Amount) and
any REO Account, and such assets that are deposited therein from time to time
and any investments thereof, together with any and all income, proceeds and
payments with respect thereto; (vi) the Net WAC Rate Carryover Reserve Account;
and (vii) the Depositor's rights under the Cap Contracts and all payments
received under the Cap Contracts; (3) the obligations secured by such security
agreement shall be deemed to be all of the Depositor's obligations under this
Agreement, including the obligation to provide to the Certificateholders the
benefits of this Agreement relating to the Mortgage Loans and the Trust Fund;
and (4) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law. Accordingly, the
Depositor hereby grants to the Trustee a security interest in the Mortgage Loans
and all other property described in clause (2) of the preceding sentence, for
the purpose of securing to the Trustee the performance by the Depositor of the
obligations described in clause (3) of the preceding sentence. Notwithstanding
the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01
to be a true, absolute and unconditional sale of the Mortgage Loans and assets
constituting the Trust Fund by the Depositor to the Trustee.

      SECTION 13.10 Intention of Parties. It is the express intent of the
parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments
of Mortgages, title insurance policies and any modifications, extensions and/or
assumption agreements and private mortgage insurance policies relating to the
Mortgage Loans by the Seller to the Depositor, and by the Depositor to the
Trustee be, and be construed as, an absolute sale thereof to the Depositor or
the Trustee, as applicable. It is, further, not the intention of the parties
that such conveyance be deemed a pledge thereof by the Seller to the Depositor,
or by the Depositor to the Trustee. However, in the event that, notwithstanding
the intent of the parties, such assets are held to be the property of the Seller
or the Depositor, as applicable, or if for any other reason the Mortgage Loan
Purchase Agreement or this Agreement is held or deemed to create a security
interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this
Agreement shall each be deemed to be a security agreement within the meaning of
the Uniform Commercial Code of the State of New York and (ii) the conveyance
provided for in the Mortgage Loan Purchase Agreement from the Seller to the
Depositor, and the conveyance provided for in this Agreement from the Depositor
to the Trustee, shall be deemed to be an assignment and a grant by the Seller or
the Depositor, as applicable, for the benefit of the Certificateholders, of a
security interest in all of the assets that constitute the Trust Fund, whether
now owned or hereafter acquired.

      The Depositor for the benefit of the Certificateholders shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
assets of the Trust Fund, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement.

      SECTION 13.11 Assignment. Notwithstanding anything to the contrary
contained herein, except as provided pursuant to Section 6.02, this Agreement
may not be assigned by the Servicer or the Depositor.

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      SECTION 13.12 Inspection and Audit Rights. The Servicer agrees that, on
reasonable prior notice, it will permit any representative of the Depositor or
the Trustee during the Servicer's normal business hours, to examine all the
books of account, records, reports and other papers of the Servicer relating to
the Mortgage Loans, to make copies and extracts therefrom, to cause such books
to be audited by independent certified public accountants selected by the
Depositor or the Trustee and to discuss its affairs, finances and accounts
relating to such Mortgage Loans with its officers, employees and independent
public accountants (and by this provision the Servicer hereby authorizes such
accountants to discuss with such representative such affairs, finances and
accounts), all at such reasonable times and as often as may be reasonably
requested. Any out-of-pocket expense incident to the exercise by the Depositor
or the Trustee of any right under this Section 13.12 shall be borne by the party
requesting such inspection, subject to such party's right to reimbursement
hereunder (in the case of the Trustee, pursuant to Section 8.05 hereof).

      SECTION 13.13 Certificates Nonassessable and Fully Paid. It is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully paid.

      SECTION 13.14 Perfection Representations. The Perfection Representations
shall be a part of this Agreement for all purposes.

      SECTION 13.15 Notice to Holder of Class CE Certificate. Upon actual
knowledge by a Servicing Officer of an event which constitutes a Servicer Event
of Default under Section 7.01 of this Agreement or gives rise to an indemnity
claim under Sections 3.25, 8.05(b), 10.03(b) or 14.02(g) of this Agreement, such
Servicing Officer shall promptly (but in no event later than two Business Days
following such knowledge) provide written notice to the Holder of the Class CE
Certificate of such event.

                                   ARTICLE XIV

                    RIGHTS OF THE CLASS CE CERTIFICATEHOLDER

      SECTION 14.01 Reports and Notices. (a) In connection with the performance
of its duties under this Agreement relating to, among other things, the
collection of Mortgage Loans, the Servicer shall provide to the Class CE
Certificateholder the following notices and reports in a timely manner and using
the same methodology and calculations used in its standard servicing reports to
the Trustee. The Servicer shall send all such notices and reports to the Class
CE Certificateholder in electronic format unless otherwise specified herein or
agreed to in writing by the Class CE Certificateholder.

            (i)   The Servicer shall, within ten Business Days after each
      Distribution Date, commencing in July 2006, provide to the Class CE
      Certificateholder a report of each Mortgage Loan in the Trust Fund,
      indicating the information contained in Exhibit L for

                                       144

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      the Due Period relating to such Distribution Date and to the extent such
      information is reasonably available to the Servicer.

            (ii)  Within ten Business Days after each Distribution Date
      commencing in July 2006, the Servicer shall provide the Class CE
      Certificateholder with a report listing each Mortgage Loan that has
      liquidated or paid off. Such report shall specify, if applicable and to
      the extent the information is reasonably available to the Servicer: (a)
      mortgage loan number; (b) outstanding Stated Principal Balance of the
      mortgage loan upon its liquidation; (c) Realized Loss or gain; (d)
      Liquidation Proceeds; (e) payoff date; (f) Prepayment Charges collected.

            (iii) Where applicable, the Servicer shall provide the Class CE
      Certificateholder with copies of all primary mortgage insurance claims
      filed, as well as the actual amount paid in respect of any claim. Copies
      of any primary mortgage insurance claims will be provided to the Class CE
      Certificateholder within ten Business Days of their filing with the
      mortgage insurance company.

            (iv)  The Servicer shall provide the Class CE Certificateholder with
      a copy of the monthly reporting to the Trustee, and of any notice
      submitted to the Trustee regarding a loan modification. Such notice shall
      be provided to the Class CE Certificateholder simultaneous with its
      delivery to the Trustee.

            (v)   On a monthly basis, the Servicer shall provide the Class CE
      Certificateholder with a delinquency report detailing at a minimum the
      percentages of 30-day, 60-day and 90-day delinquencies in the Servicer's
      total portfolio that move into foreclosure and the percentage of
      foreclosed loans the Servicer's total portfolio that remain in
      foreclosure.

      (b)   The Servicer shall make its servicing personnel available during
their normal business hours to respond to reasonable inquiries, either orally or
in writing by facsimile transmission, express mail, or electronic mail,
transmitted by the Class CE Certificateholder in connection with any Mortgage
Loan identified in a report under subsection 14.01(a)(i) through (iv) which has
been given to the Class CE Certificateholder; provided that the Servicer shall
only be required to provide information that is reasonably accessible to its
servicing personnel.

      (c)   If reasonably requested by the Class CE Certificateholder, the
Servicer shall make available to the Class CE Certificateholder access to the
underwriting files for defaulted Mortgage Loans, in original, photocopied or
imaged form, to the extent such files have been provided to the Servicer. The
Class CE Certificateholder agrees to protect the confidentiality of the
documents and information contained in underwriting files from all parties other
than the Depositor and Trustee, and agrees not to remove, mark or destroy any of
the documents contained therein.

      (d)   With respect to all Mortgage Loans which are serviced at any time by
the Servicer through a Sub-Servicer which has been approved by the Class CE
Certificateholder pursuant to the next succeeding sentence, the Servicer shall
be entitled to rely for all purposes hereunder,

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including for purposes of fulfilling its reporting obligations under this
Section 14.01, on the accuracy and completeness of any information provided to
it by the applicable subservicer. The Servicer shall not allow any Mortgage Loan
to be serviced by a Sub-Servicer without the prior written consent of such
Sub-Servicer by the Class CE Certificateholder.

      (e)   The Servicer shall permit the Class CE Certificateholder to conduct
an on-site review and evaluation of the Servicer's operations as they relate to
the Mortgage Loans no more than annually, unless circumstances warrant special
review. Such review and evaluation will be conducted upon at least 30 days
written notice to the Servicer by the Class CE Certificateholder, and shall be
conducted at the Class CE Certificateholder's expense. The review is intended to
benefit the Servicer, as well as to assist the Class CE Certificateholder in
adjusting its monitoring approach to fit the default procedures in place. The
Class CE Certificateholder will conduct such review and evaluation during normal
business hours and use its best efforts to cause the least practicable
interruption to the Servicer's business. During the course of the on-site
evaluation, the Servicer will make available to the Class CE Certificateholder
access to the Servicer's policies and procedures regarding the management and
liquidation of defaulted Mortgage Loans. The written findings of such review and
evaluation will be presented to the Servicer for review and comment. Other than
a comfort letter to the Depositor summarizing the review and evaluation of the
Servicer, the Class CE Certificateholder will not divulge the written findings
of such review to any party without the prior written consent of the Servicer.

      SECTION 14.02 Class CE Certificateholder's Directions With Respect to
Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the
Class CE Certificateholder's advice is made in the form of directions, and that
the Class CE Certificateholder has the right to direct the Servicer in
performing its duties under this Agreement. The Servicer must accept such
advice, subject to the duties of the Servicer set forth in this Agreement.

      (b)   The Class CE Certificateholder may provide the Servicer with advice
regarding the management of specific defaulted Mortgage Loans. Such advice may
be made in writing, in the form of electronic mail. The advice provided to the
Servicer may be based on observations made in conjunction with the data provided
pursuant to the Section 14.01 of this Agreement, or in conjunction with the
Class CE Certificateholder's periodic review of the Servicer's operations. The
advice may include comparable analysis of the performance of the Mortgage Loans
in the Trust Fund with similar mortgage loans serviced by other mortgage loan
servicers. Such advice also may take the form of benchmark comparisons that
identify and interpret the Servicer's strengths and weaknesses relative to
similar, unidentified servicers in the industry.

      (c)   In all cases where the Class CE Certificateholder makes directions
to the Servicer, the Class CE Certificateholder will protect the confidentiality
of the Servicer and other servicers in the industry whose work is monitored by
the Class CE Certificateholder. Under no circumstances will the Class CE
Certificateholder divulge any materials confidential of the Servicer, whether a
party to this Agreement or not, or the details of any Servicer's proprietary
system or approaches.

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      (d)   All advice offered to the Servicer by the Class CE Certificateholder
will be kept confidential by the Class CE Certificateholder, except as disclosed
as a finding in the Class CE Certificateholder's review and evaluation of the
Servicer, as discussed in Section 13.01(e), or in reports to the Depositor.

      (e)   The Servicer's obligations under this Article XIV shall terminate
upon the termination of the Trust Fund pursuant to Section 9.01.

      (f)   Neither the Servicer nor the Class CE Certificateholder nor any of
their respective directors, officers, employees or agents shall be under any
liability for any action taken or for refraining from the taking of any action
in good faith pursuant to this Article XIV or for errors in judgment; provided,
however, that this provision shall not protect the Servicer or the Class CE
Certificateholder or any such Person against any liability which would otherwise
be imposed by reason of willful malfeasance or bad faith. The Servicer and the
Class CE Certificateholder and any director, officer, employee or agent thereof
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.

      (g)   The Servicer or the Class CE Certificateholder, as applicable,
("Indemnitor") shall indemnify, defend and hold harmless the other
("Indemnitee") and its officers, directors, agents and employees from and
against all claims, losses, expenses, fees (including attorneys' and expert
witnesses' fees), costs and judgments involving the rights and obligations of
this Article XIV that may be asserted against Indemnitee (a) that result from
the acts or omissions of the Indemnitor (including, without limitation, any
advice or directions provided pursuant to this Section 14.02), or (b) result
from third party claims of intellectual property infringement.

      (h)   The Class CE Certificateholder agrees that all information supplied
by or on behalf of the Servicer shall be used by the Class CE Certificateholder
only for the benefit of the Certificateholders of the Trust Fund.
Notwithstanding anything to the contrary in this Agreement, the Class CE
Certificateholder shall be entitled to retain all records or other information
supplied to Class CE Certificateholder pursuant to this Agreement.

                               [Signatures follow]

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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, in each case as of the day and year first above written.

                                          STANWICH ASSET ACCEPTANCE COMPANY
                                          L.L.C., as Depositor

                                          By: /s/ Bruce M. Rose
                                              --------------------------------
                                              Name: Bruce M. Rose
                                              Title: President

                                          FREMONT INVESTMENT & LOAN,
                                          as Servicer

                                          By: /s/ Jeff Crusinberry
                                              --------------------------------
                                              Name: Jeff Crusinberry
                                              Title: Senior Vice President

                                          WELLS FARGO BANK, N.A., as Trustee

                                          By: /s/ Darron C. Woodus
                                              --------------------------------
                                              Name: Darron C. Woodus
                                              Title: Assistant Vice President

                                       S-1       Pooling and Servicing Agreement

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STATE OF CONNECTICUT )
                     ) ss.:
COUNTY OF FAIRFIELD  )

      On the __ day of June, 2006, before me, a notary public in and for said
State, personally appeared Bruce M. Rose, known to me to be President of
Stanwich Asset Acceptance Company, L.L.C., one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity 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.

                                             /s/ Peter L. Salce
                                             -----------------------------------
                                                         Notary Public

[Notarial Seal]

                                       S-2      Pooling and Servicing Agreement

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STATE OF CALIFORNIA )
                    ) ss.:
COUNTY OF ORANGE    )

      On the 27 day of June 2006, before me, a notary public in and for said
State, personally appeared Jeff Crusinberry, known to me to be a Senior Vice
President of Fremont Investment & Loan, one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity 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.

                                             /s/ Orga L. Buendia
                                             -----------------------------------
                                                         Notary Public

[Notarial Seal]

                                       S-3       Pooling and Servicing Agreement

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STATE OF MARYLAND         )
                          ) ss.:
COUNTY OF ANNE ARUNDEL    )

      On the 28th day of June 2006, before me, a notary public in and for said
State, personally appeared Darron C. Woods, known to me to be a Assistant Vice
President of Wells Fargo Bank, N.A., one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity 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.

                                             /s/ Joanne K. Stahling
                                             -----------------------------------
                                                         Notary Public

[Notarial Seal]

                                       S-4      Pooling and Servicing Agreement

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                                   EXHIBIT A-1

                          FORM OF CLASS A-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.

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

Series 2006-FRE1                           Aggregate Certificate Principal
                                           Balance of the Class A-1
                                           Certificates as of the Closing
Pass-Through Rate: Variable                Date: $[______________]

Cut-off Date: June 1, 2006                 Denomination: $[______________]

Date of Pooling and Servicing Agreement:   Servicer: Fremont Investment & Loan
June 1, 2006
                                           Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                           Closing Date: June 28, 2006
No. 1
                                           CUSIP: [______________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.

                                      A-1-1

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-1 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class A-1 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                      A-1-2

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                      A-1-3

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                      A-1-4

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                      A-1-5

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

Dated: June 28, 2006

                                           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 Trustee

                                           By: _________________________________
                                                    Authorized Signatory

                                      A-1-6

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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
                                                             -------------------
TEN ENT - as tenants by the entireties                         (Cust)  (Minor)
                                                             under Uniform Gifts
JT TEN -  as joint tenants with right                        to Minors Act
          if survivorship and not as
          tenants in common                                  -------------------
                                                                   (State)

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                      A-1-7

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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.

                                      A-1-8

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                                   EXHIBIT A-2

                          FORM OF CLASS A-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.

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

Series 2006-FRE1                           Aggregate Certificate Principal
                                           Balance of the Class A-2
                                           Certificates as of the Closing
Pass-Through Rate: Variable                Date: $[______________]

Cut-off Date: June 1, 2006                 Denomination: $[______________]

Date of Pooling and Servicing Agreement:   Servicer: Fremont Investment & Loan
June 1, 2006
                                           Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                           Closing Date: June 28, 2006
No. 1
                                           CUSIP: [______________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.

                                      A-2-1

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                   ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-2 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class A-2 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                      A-2-2

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                      A-2-3

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                      A-2-4

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                      A-2-5

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

Dated: June 28, 2006

                                           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 Trustee

                                           By: _________________________________
                                                      Authorized Signatory

                                      A-2-6

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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
                                                             -------------------
TEN ENT - as tenants by the entireties                         (Cust)   (Minor)
                                                             under Uniform Gifts
JT TEN -  as joint tenants with right                        to Minors Act
          if survivorship and not as
          tenants in common                                  -------------------
                                                                   (State)

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                      A-2-7

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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.

                                      A-2-8

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                                   EXHIBIT A-3

                          FORM OF CLASS A-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.

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

Series 2006-FRE1                           Aggregate Certificate Principal
                                           Balance of the Class A-3
                                           Certificates as of the Closing
Pass-Through Rate: Variable                Date: $[______________]

Cut-off Date: June 1, 2006                 Denomination: $[______________]

Date of Pooling and Servicing Agreement:   Servicer: Fremont Investment & Loan
June 1, 2006
                                           Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                           Closing Date: June 28, 2006
No. 1
                                           CUSIP: [______________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.

                                      A-3-1

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-3 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class A-3 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-3 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                      A-3-2

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                      A-3-3

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                      A-3-4

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                      A-3-5

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

Dated: June 28, 2006

                                           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 Trustee

                                           By: _________________________________
                                                     Authorized Signatory

                                      A-3-6

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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
                                                             -------------------
TEN ENT - as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                             to Minors Act

JT TEN -  as joint tenants with right                        -------------------
          if survivorship and not as                               (State)
          tenants in common

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                      A-3-7

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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.

                                      A-3-8

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                                   EXHIBIT A-4

                          FORM OF CLASS A-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.

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

Series 2006-FRE1                        Aggregate Certificate Principal Balance
                                        of the Class A-4 Certificates as of the
Pass-Through Rate: Variable             Closing Date: $[______________]

Cut-off Date: June 1, 2006              Denomination: $[______________]

Date of Pooling and Servicing           Servicer: Fremont Investment & Loan
Agreement: June 1, 2006
                                        Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                        Closing Date: June 28, 2006
No. 1
                                        CUSIP: [______________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.

                                      A-4-1

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-4 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class A-4 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-4 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                      A-4-2

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                      A-4-3

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                      A-4-4

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                      A-4-5

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

Dated: June 28, 2006

                                           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 Trustee

                                           By: ________________________________
                                                      Authorized Signatory

                                      A-4-6

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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
                                                             -------------------
TEN ENT - as tenants by the entireties                         (Cust)   (Minor)
                                                             under Uniform Gifts
                                                             to Minors Act

JT TEN -  as joint tenants with right                        -------------------
          if survivorship and not as                               (State)
          tenants in common

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                      A-4-7

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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.

                                      A-4-8

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                                   EXHIBIT A-5

                          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.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

Series 2006-FRE1                        Aggregate Certificate Principal Balance
                                        of the Class M-1 Certificates as of the
Pass-Through Rate: Variable             Closing Date: $[______________]

Cut-off Date: June 1, 2006              Denomination: $[______________]

Date of Pooling and Servicing           Servicer: Fremont Investment & Loan
Agreement: June 1, 2006
                                        Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                        Closing Date: June 28, 2006
No. 1
                                        CUSIP: [______________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.

                                      A-5-1

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-1 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-1 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-1 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                      A-5-2

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                      A-5-3

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                      A-5-4

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                      A-5-5

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

Dated: June 28, 2006

                                           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 Trustee

                                           By: ________________________________
                                                      Authorized Signatory

                                      A-5-6

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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
                                                             -------------------
TEN ENT - as tenants by the entireties                         (Cust)   (Minor)
                                                             under Uniform Gifts
                                                             to Minors Act

JT TEN -  as joint tenants with right                        -------------------
          if survivorship and not as                               (State)
          tenants in common

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                      A-5-7

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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.

                                      A-5-8

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                                   EXHIBIT A-6

                          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.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE
      CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2006-FRE1                        Aggregate Certificate Principal Balance
                                        of the Class M-2 Certificates as of the
Pass-Through Rate: Variable             Closing Date: $[______________]

Cut-off Date: June 1, 2006              Denomination: $[______________]

Date of Pooling and Servicing           Servicer: Fremont Investment & Loan
Agreement: June 1, 2006
                                        Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                        Closing Date: June 28, 2006
No. 1
                                        CUSIP: [______________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.

                                      A-6-1

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-2 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-2 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                      A-6-2

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                      A-6-3

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                      A-6-4

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                      A-6-5

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

Dated: June 28, 2006

                                           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 Trustee

                                           By: ________________________________
                                                     Authorized Signatory

                                      A-6-6

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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
                                                             -------------------
TEN ENT - as tenants by the entireties                         (Cust)   (Minor)
                                                             under Uniform Gifts
                                                             to Minors Act

JT TEN -  as joint tenants with right                        -------------------
          if survivorship and not as                               (State)
          tenants in common

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                      A-6-7

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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.

                                      A-6-8

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                                   EXHIBIT A-7

                          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.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2006-FRE1                           Aggregate Certificate Principal
                                           Balance of the Class M-3 Certificates
Pass-Through Rate: Variable                as of the Closing Date: $[__________]

Cut-off Date: June 1, 2006                 Denomination: $[___________]

Date of Pooling and Servicing Agreement:   Servicer: Fremont Investment & Loan
June 1, 2006
                                           Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                           Closing Date: June 28, 2006
No. 1
                                           CUSIP: [___________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.

                                      A-7-1

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-3 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-3 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-3 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                      A-7-2

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                      A-7-3

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                      A-7-4

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                      A-7-5

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

Dated: June 28, 2006

                                       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 Trustee

                                       By: _____________________________________
                                                   Authorized Signatory

                                      A-7-6

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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                        -----------------
            if survivorship and not as                              (State)
            tenants in common

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                      A-7-7

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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.

                                      A-7-8

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                                   EXHIBIT A-8

                          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.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

Series 2006-FRE1                           Aggregate Certificate Principal
                                           Balance of the Class M-4 Certificates
Pass-Through Rate: Variable                as of the Closing Date: $[__________]

Cut-off Date: June 1, 2006                 Denomination: $[___________]

Date of Pooling and Servicing Agreement:   Servicer: Fremont Investment & Loan
June 1, 2006
                                           Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                           Closing Date: June 28, 2006
No. 1
                                           CUSIP: [___________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.

                                      A-8-1

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-4 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-4 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-4 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                      A-8-2

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                      A-8-3

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                      A-8-4

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                      A-8-5

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

Dated: June 28, 2006

                                       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 Trustee

                                       By: _____________________________________
                                                   Authorized Signatory

                                      A-8-6

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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                        -----------------
            if survivorship and not as                              (State)
            tenants in common

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                      A-8-7

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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.

                                      A-8-8

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                                   EXHIBIT A-9

                          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.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED
      IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2006-FRE1                           Aggregate Certificate Principal
                                           Balance of the Class M-5 Certificates
Pass-Through Rate: Variable                as of the Closing Date: $[__________]

Cut-off Date: June 1, 2006                 Denomination: $[___________]

Date of Pooling and Servicing Agreement:   Servicer: Fremont Investment & Loan
June 1, 2006
                                           Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                           Closing Date: June 28, 2006
No. 1
                                           CUSIP: [___________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE

                                      A-9-1

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      AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

                                      A-9-2

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-5 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-5 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-5 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                      A-9-3

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                      A-9-4

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                      A-9-5

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                      A-9-6

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

Dated: June 28, 2006

                                       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 Trustee

                                       By: _____________________________________
                                                   Authorized Signatory

                                      A-9-7

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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                        -----------------
            if survivorship and not as                              (State)
            tenants in common

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                      A-9-8

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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.

                                      A-9-9

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                                  EXHIBIT A-10

                          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.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

Series 2006-FRE1                           Aggregate Certificate Principal
                                           Balance of the Class M-6 Certificates
Pass-Through Rate: Variable                as of the Closing Date: $[__________]

Cut-off Date: June 1, 2006                 Denomination: $[___________]

Date of Pooling and Servicing Agreement:   Servicer: Fremont Investment & Loan
June 1, 2006
                                           Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                           Closing Date: June 28, 2006
No. 1
                                           CUSIP: [___________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE

                                     A-10-1

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      AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

                                     A-10-2

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-6 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-6 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-6 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                     A-10-3

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                     A-10-4

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                     A-10-5

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                     A-10-6

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

Dated: June 28, 2006

                                       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 Trustee

                                       By: _____________________________________
                                                   Authorized Signatory

                                     A-10-7

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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                        -----------------
            if survivorship and not as                              (State)
            tenants in common

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                     A-10-8

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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.

                                     A-10-9

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                                  EXHIBIT A-11

                          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.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES
      AND THE M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2006-FRE1                           Aggregate Certificate Principal
                                           Balance of the Class M-7 Certificates
Pass-Through Rate: Variable                as of the Closing Date: $[__________]

Cut-off Date:  June 1, 2006                Denomination: $[____________]

Date of Pooling and Servicing Agreement:   Servicer: Fremont Investment & Loan
June 1, 2006
                                           Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                           Closing Date: June 28, 2006
No. 1
                                           CUSIP: [____________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE

                                     A-11-1

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      AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

                                     A-11-2

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-7 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-7 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-7 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                     A-11-3

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                     A-11-4

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                     A-11-5

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                     A-11-6

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

Dated: June 28, 2006

                                      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 Trustee

                                      By: ______________________________________
                                                   Authorized Signatory

                                     A-11-7

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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                       -------------------
           if survivorship and not as                              (State)
           tenants in common

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                     A-11-8

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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.

                                     A-11-9

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                                  EXHIBIT A-12

                          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.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5
      CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

                                     A-12-1

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Series 2006-FRE1                           Aggregate Certificate Principal
                                           Balance of the Class M-8 Certificates
Pass-Through Rate: Variable                as of the Closing Date: $[__________]

Cut-off Date:  June 1, 2006                Denomination: $[___________]

Date of Pooling and Servicing Agreement:   Servicer: Fremont Investment & Loan
June 1, 2006
                                           Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                           Closing Date: June 28, 2006
No. 1
                                           CUSIP: [___________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.

                                     A-12-2

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-8 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-8 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-8 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                     A-12-3

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                     A-12-4

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                     A-12-5

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                     A-12-6

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

Dated: June 28, 2006

                                      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 Trustee

                                      By: ______________________________________
                                                   Authorized Signatory

                                     A-12-7

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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                       -------------------
           if survivorship and not as                              (State)
           tenants in common

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                     A-12-8

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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.

                                     A-12-9

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                                  EXHIBIT A-13

                          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.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5
      CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES
      AND CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING
      AND SERVICING AGREEMENT REFERRED TO HEREIN.

                                     A-13-1

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Series 2006-FRE1                           Aggregate Certificate Principal
                                           Balance of  the Class M-9
                                           Certificates as of the Closing Date:
Pass-Through Rate: Variable                $[______________]

Cut-off Date: June 1, 2006                 Denomination: $[______________]

Date of Pooling and Servicing Agreement:   Servicer: Fremont Investment & Loan
June 1, 2006
                                           Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                           Closing Date: June 28, 2006
No. 1
                                           CUSIP:  [______________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.

                                     A-13-2

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-9 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-9 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-9 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                     A-13-3

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the 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 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at

                                     A-13-4

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the time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and the Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C)(1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

                                     A-13-5

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            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 Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                     A-13-6

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

Dated: June 28, 2006

                                        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 Trustee

                                        By: ____________________________________
                                                   Authorized Signatory

                                     A-13-7

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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                       -------------------
           if survivorship and not as                              (State)
           tenants in common

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                     A-13-8

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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.

                                     A-13-9

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                                  EXHIBIT A-14

                         FORM OF CLASS M-10 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.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5
      CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7
      CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

      THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
      STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
      PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
      TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

                                     A-14-1

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Series 2006-FRE1                           Aggregate Certificate Principal
                                           Balance of  the ClassM-10
                                           Certificates as of the  Closing Date:
Pass-Through Rate: Variable                $[______________]

Cut-off Date: June 1, 2006                 Denomination: $[______________]

Date of Pooling and Servicing Agreement:   Servicer: Fremont Investment & Loan
June 1, 2006
                                           Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                           Closing Date: June 28, 2006
No. 1
                                           CUSIP: [______________]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.

                                     A-14-2

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-10 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-10 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-10 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the 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.

                                     A-14-3

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            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

            No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1. None of the Depositor 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

                                     A-14-4

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securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor and the 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.

            Each beneficial owner of this Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
such Certificate or any interest therein, that either (A) it is not an "employee
benefit plan" as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA,
any "plan" as defined in Section 4975(e)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), that is subject to Section 4975 of the Code or
any entity deemed to hold plan assets of any of the foregoing, (B) it has
acquired and is holding this Certificate in reliance on the underwriters'
exemption, and that it understands that there are certain conditions to the
availability of the underwriters' exemption, including that this Certificate
must be rated, at the time of purchase, not lower than "BBB-" (or its
equivalent) by Fitch, S&P or Moody's and the Certificate is so rated, that it is
an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act of 1933, as amended, and that it will obtain a representation
from any transferee that such transferee is an accredited investor, or (C)(1) it
is an insurance company, (2) the source of funds used to acquire or hold this
Certificate or any interest therein is an "insurance company general account,"
as such term is defined in Prohibited Transaction Class Exemption ("PTCE")
95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been
satisfied.

            If this Certificate or any interest therein is acquired or held in
violation of the provisions of Section 5.02(c) of the Agreement, the next
preceding permitted beneficial owner will be treated as the beneficial owner of
this Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any this
Certificate or any interest therein was effected in violation of the provisions
of Section 5.02(c) of the Agreement shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the 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 any agent of the
Depositor, the Servicer or the Trustee 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 nor any such agent shall be affected by
notice to the contrary.

                                     A-14-5

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            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the 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 and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                     A-14-6

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

Dated: June 28, 2006

                                        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 Trustee

                                        By: ____________________________________
                                                    Authorized Signatory

                                     A-14-7

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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
                                                             -------------------
TEN ENT -  as tenants by the entireties                       (Cust)   (Minor)
                                                             under Uniform Gifts
                                                             to Minors Act

JT TEN -   as joint tenants with right                       -------------------
           if survivorship and not as                              (State)
           tenants in common

      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates 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 Trustee 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

                                     A-14-8

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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.

                                     A-14-9

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                                  EXHIBIT A-15

                          FORM OF CLASS CE CERTIFICATE

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, AND THE
      MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

      THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
      STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
      PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
      TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED
      EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

Series: 2006-FRE1                          Aggregate Certificate Principal
                                           Balance of  the Class CE Certificates
Pass-Through Rate: Variable                as of the Closing Date: [___________]

Cut-off Date: June 1, 2006                 Denomination: [___________]

Date of Pooling and Servicing Agreement:   Servicer: Fremont Investment & Loan
June 1, 2006
                                           Trustee: Wells Fargo Bank, N.A.
First Distribution Date: July 25, 2006
                                           Closing Date: June 28, 2006
No. 1

Aggregate Notional Amount of the Class

CE Certificates as of the Closing Date:

[_____________]

                                     A-15-1

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Notional Amount: [_____________]

                                     A-15-2

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      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.

                                     A-15-3

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                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of adjustable-rate and fixed-rate,
interest-only, balloon and fully-amortizing, first lien and second lien,
closed-end, subprime mortgage loans (the "Mortgage Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Wells Fargo Bank, N.A., as Indenture Trustee
under the Indenture, dated June 28, 2006, relating to the Carrington NIM Trust
2006-FRE1 Notes, is the registered owner of a Percentage Interest (obtained by
dividing the denomination of this Certificate by the aggregate Certificate
Principal Balance of the Class CE Certificates as of the Closing Date) in that
certain beneficial ownership interest evidenced by all the Class CE Certificates
in REMIC II created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Stanwich Asset Acceptance Company,
L.L.C. (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 Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class CE Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee 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 or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency

                                     A-15-4

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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 Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate 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 at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an