The Certificate Owner’s ownership of a Book-Entry Certificate will be recorded on the records of the brokerage firm, bank, thrift institution or other financial intermediary (each, a “Financial Intermediary”) that maintains the Certificate Owner’s account for such purpose. In turn, the Financial Intermediary’s ownership of such Book-Entry Certificate will be recorded on the records of DTC (or of a participating firm that acts as agent for the Financial Intermediary, whose interest will in turn be recorded on the records of DTC, if the beneficial owner’s Financial Intermediary is not a DTC Participant and on the records of Clearstream or Euroclear, as appropriate).

Certificate Owners will receive all distributions of principal of and interest on the Book-Entry Certificates from the Securities Administrator through DTC and DTC Participants. While the Book-Entry Certificates are outstanding (except under the circumstances described below), under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC is required to make book-entry transfers among DTC Participants on whose behalf it acts with respect to the Book-Entry Certificates and is required to receive and transmit distributions of principal of, and interest on, the Book-Entry Certificates. DTC Participants and indirect participants with whom Certificate Owners have accounts with respect to Book-Entry Certificates are similarly required to make book-entry transfers and receive and transmit such distributions on behalf of their respective Certificate Owners. Accordingly, although Certificate Owners will not possess certificates representing their respective interests in the Book-Entry Certificates, the Rules provide a mechanism by which Certificate Owners will receive distributions and will be able to transfer their interest.

Certificate Owners will not receive or be entitled to receive certificates representing their respective interests in the Book-Entry Certificates, except under the limited circumstances described below. Unless and until Definitive Certificates are issued, Certificate Owners who are not DTC Participants may transfer ownership of Book-Entry Certificates only through DTC Participants and indirect participants by instructing such DTC Participants and indirect participants to transfer Book-Entry Certificates, by book-entry transfer, through DTC for the account of the purchasers of such Book-Entry Certificates, which account is maintained with their respective DTC Participants. Under the Rules and in accordance with DTC’s normal procedures, transfers of ownership of Book-Entry Certificates will be executed through DTC and the accounts of the respective DTC Participants at DTC will be debited and credited. Similarly, the DTC Participants and indirect participants will make debits or credits, as the case may be, on their records on behalf of the selling and purchasing Certificate Owners.

Because of time zone differences, credits of securities received in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such securities settled during such processing will be reported to the relevant Euroclear Participants or Clearstream Participants (each as defined below) on such business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream Participant or Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following the DTC settlement date. For information with respect to tax documentation procedures relating to the Certificates, see “Global Clearance and Settlement and Documentation Procedures-Certain U.S. Federal Income Tax Documentation Requirements” in Annex I hereto.

116

Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with their respective rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and, directly or indirectly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by the Relevant Depository; however, such cross market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system, if the transaction meets its settlement requirements, will deliver instructions to the Relevant Depository to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to the European Depositories.

DTC which is a New York-chartered limited purpose trust company, performs services for its DTC Participants, some of which (and/or their representatives) own DTC. In accordance with its normal procedures, DTC is expected to record the positions held by each DTC Participant in the Book-Entry Certificates, whether held for its own account or as a nominee for another person. In general, beneficial ownership of Book-Entry Certificates will be subject to the rules of DTC, as in effect from time to time.

Clearstream, 67 Bd Grande-Duchesse Charlotte, L-1331 Luxembourg, was incorporated in 1970 as a limited company under Luxembourg law. Clearstream is owned by banks, securities dealers and financial institutions, and currently has about 100 shareholders, including U.S. financial institutions or their subsidiaries. No single entity may own more than five percent of Clearstream’s stock.

Clearstream is registered as a bank in Luxembourg, and as such is subject to regulation by the Institute Monetaire Luxembourgeois, the Luxembourg Monetary Authority, which supervises Luxembourg banks.

Clearstream holds securities for its customers and facilitates the clearance and settlement of securities transactions by electronic book-entry transfers between their accounts. Clearstream provides various services, including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream also deals with domestic securities markets in several countries through established depository and custodial relationships. Clearstream has established an electronic bridge with the Euroclear Operator (as defined below) in Brussels to facilitate settlement of trades between systems. Clearstream currently accepts over 70,000 securities issues on its books.

Clearstream’s customers are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Clearstream’s United States customers are limited to securities brokers and dealers and banks. Currently, Clearstream has approximately 3,000 customers located in over 60 countries, including all major European countries, Canada, and the United States. Indirect access to Clearstream is available to other institutions which clear through or maintain a custodial relationship with an account holder of Clearstream.

117

Euroclear was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may be settled in any of 29 currencies, including United States dollars. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear is operated by the Euroclear Bank S.A/N.V. (the “Euroclear Operator”), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

Distributions on the Book-Entry Certificates will be made on each Distribution Date by the Securities Administrator to Cede & Co. DTC will be responsible for crediting the amount of such payments to the accounts of the applicable DTC Participants in accordance with DTC’s normal procedures. Each DTC Participant will be responsible for disbursing such payments to the Certificate Owners of the Book-Entry Certificates that it represents and to each Financial Intermediary for which it acts as agent. Each such Financial Intermediary will be responsible for disbursing funds to the Certificate Owners of the Book-Entry Certificates that it represents.

Under a book-entry format, Certificate Owners of the Book-Entry Certificates may experience some delay in their receipt of payments, since such payments will be forwarded by the Securities Administrator to Cede & Co. Distributions with respect to Certificates held through Clearstream or Euroclear will be credited to the cash accounts of Clearstream Participants or Euroclear Participants in accordance with the relevant system’s rules and procedures, to the extent received by the Relevant Depository. Such distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. See “Material Federal Income Tax Considerations REMICS-Taxation of Certain Foreign Investors” in the prospectus. Because DTC can only act on behalf of Financial Intermediaries, the ability of a Certificate Owner to pledge Book-Entry Certificates to persons or entities that do not participate in the Depository system, or otherwise take actions in respect of such Book-Entry Certificates, may be limited due to the lack of physical certificates for such Book-Entry Certificates. In addition, issuance of the Book-Entry Certificates in book-entry form may reduce the liquidity of such Certificates in the secondary market since certain potential investors may be unwilling to purchase Certificates for which they cannot obtain physical certificates.

DTC has advised the Securities Administrator that, unless and until Definitive Certificates are issued, DTC will take any action permitted to be taken by the holders of the Book-Entry Certificates under the pooling and servicing agreement only at the direction of one or more Financial Intermediaries to whose DTC accounts the Book-Entry Certificates are credited, to the extent that such actions are taken on behalf of Financial Intermediaries whose holdings include such Book-Entry Certificates. Clearstream or the Euroclear Operator, as the case may be, will take any other action permitted to be taken by a Certificateholder under the pooling and servicing agreement on behalf of a Clearstream Participant or Euroclear Participant only in accordance with its relevant rules and procedures and subject to the ability of the Relevant Depository to effect such actions on its behalf through DTC. DTC may take actions, at the direction of the related DTC Participants, with respect to some Book-Entry Certificates which conflict with actions taken with respect to other Book-Entry Certificates.

118

Definitive Certificates will be issued to Certificate Owners of the Book-Entry Certificates, or their nominees, rather than to DTC or its nominee, only if (a) DTC or the Depositor advises the Securities Administrator in writing that DTC is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depository with respect to the Book-Entry Certificates and the Depositor is unable to locate a qualified successor, (b) the Depositor, at its sole option, with the consent of the Securities Administrator, elects to terminate a book-entry system through DTC or (c) after the occurrence of an Event of Default (as defined in the pooling and servicing agreement), Certificate Owners having percentage interests aggregating not less than 51% of the Book-Entry Certificates advise the Securities Administrator and DTC through the Financial Intermediaries and the DTC Participants in writing that the continuation of a book-entry system through DTC (or a successor thereto) is no longer in the best interests of Certificate Owners.

Upon the occurrence of any of the events described in the immediately preceding paragraph, the Securities Administrator will be required to cause DTC to notify all Certificate Owners of the occurrence of such event and the availability through DTC of Definitive Certificates. Upon surrender by DTC of the global certificate or certificates representing the Book-Entry Certificates and instructions for re-registration, the Securities Administrator will issue Definitive Certificates, and thereafter the Securities Administrator will recognize the holders of such Definitive Certificates as Certificateholders under the pooling and servicing agreement.

In the event any Definitive Certificates are issued, surrender of such Definitive Certificates shall occur at the office designated from time to time for such purposes by the certificate registrar. As of the Closing Date, the certificate registrar designates its offices located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479 for this purpose.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of Book-Entry Certificates among DTC Participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

None of the Depositor, the Servicer, the Master Servicer, the Securities Administrator or the Trustee will have any responsibility for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Book-Entry Certificates held by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or any transfers thereof.

Pass-Through Rates

The pass-through rate (the “Pass-Through Rate”) on the Class A-1A Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% in the case of each Distribution Date through and including the first Distribution Date on which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the trust fund as of the last day of the related Due Period has been reduced to less than or equal to 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date (the “Optional Termination Date”), or One-Month LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

119

The Pass-Through Rate on the Class A-1B Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [____]% in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-2A Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [_____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [_____]% in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-2B Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [_____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-2C Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass Through Rate for the Distribution Date.

The Pass-Through Rate on the Class A-2D Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [_____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass Through Rate for the Distribution Date.

The Pass-Through Rate on the Class M-1 Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [_____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class M-2 Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class M-3 Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class M-4 Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

120

The Pass-Through Rate on the Class M-5 Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [_____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class M-6 Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [_____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class M-7 Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [_____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass-Through Rate on the Class M-8 Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [_____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through Rate for the Distribution Date.

The Pass Through Rate on the Class M-9 Certificates will be a rate per annum equal to the lesser of (i) One-Month LIBOR plus [_____]% in the case of each Distribution Date through and including the Optional Termination Date, or One-Month LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii) the applicable Net WAC Pass Through Rate for the Distribution Date.

Glossary

“Administration Fee Rate”: With respect to each Mortgage Loan, the Administration Fee Rate is equal to the sum of (i) the Servicing Fee Rate, (ii) the rate at which the fee payable to the Master Servicer is calculated and (iii) the rate at which the fee payable to the Credit Risk Manager is calculated.

“Allocated Realized Loss Amount”: The Allocated Realized Loss Amount with respect to any class of Mezzanine Certificates and any Distribution Date is an amount equal to the sum of any Realized Loss allocated to that class of certificates on the Distribution Date and any Allocated Realized Loss Amount for that class remaining unpaid from the previous Distribution Date.

“Available Distribution Amount”: The Available Distribution Amount for any Distribution Date is equal to the sum, net of amounts payable or reimbursable therefrom to the Servicer, the Master Servicer, the Securities Administrator, the Custodians, the Credit Risk Manager or the Trustee, of an amount equal to (i) the aggregate amount of scheduled monthly payments on the Mortgage Loans due on the related Due Date and received on or prior to the related Determination Date; (ii) unscheduled payments in respect of the Mortgage Loans (including principal prepayments received during the related Prepayment Period, Compensating Interest payments received for such Distribution Date, insurance proceeds, liquidation proceeds, Subsequent Recoveries and proceeds from repurchases of and substitutions for the Mortgage Loans received during the related Prepayment Period); and (iii) all P&I Advances with respect to the Mortgage Loans received for the Distribution Date.

121

“Certificate Principal Balance”: The Certificate Principal Balance of an Offered Certificate outstanding at any time represents the then maximum amount that the holder of such certificate is entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the trust fund. The Certificate Principal Balance of an Offered Certificate as of any date of determination is equal to the initial Certificate Principal Balance of such certificate plus, in the case of a Subordinate Certificate, any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate, as described under “Description of the Certificates - Allocation of Losses; Subordination” in this free writing prospectus and, reduced by the aggregate of (i) all amounts allocable to principal previously distributed with respect to that certificate and (ii) any reductions in the Certificate Principal Balance of any Subordinate Certificate deemed to have occurred in connection with allocations of Realized Losses in the manner described in this free writing prospectus. The Certificate Principal Balance of the Class CE Certificates as of any date of determination is equal to the excess, if any, of (i) the then aggregate principal balance of the Mortgage Loans over (ii) the then aggregate Certificate Principal Balance of the Offered Certificates and the Class P Certificates. The initial Certificate Principal Balance of the Class P Certificates is equal to $100.

“Class A Principal Distribution Amount”: The Class A Principal Distribution Amount is an amount equal to the sum of the Class A-1A Principal Distribution Amount, the Class A-1B Principal Distribution Amount and the Class A-2 Principal Distribution Amount.

“Class A-1A Allocation Percentage”: For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group IA Principal Remittance Amount for such Distribution Date and the denominator of which is (y) the Principal Remittance Amount for such Distribution Date.

“Class A-1A Principal Distribution Amount”: The Class A-1A Principal Distribution Amount is an amount equal to the excess of (x) the Certificate Principal Balance of the Class A-1A Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) a percentage ranging from 56.80% to 60.80% and (ii) the aggregate principal balance of the Group IA Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Group IA Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Group IA Mortgage Loans as of the Cut-off Date.

“Class A-1B Allocation Percentage”: For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group IB Principal Remittance Amount for such Distribution Date and the denominator of which is (y) the Principal Remittance Amount for such Distribution Date.

“Class A-1B Principal Distribution Amount”: The Class A-1B Principal Distribution Amount is an amount equal to the excess of (x) the Certificate Principal Balance of the Class A-1B Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) a percentage ranging from 56.80% to 60.80% and (ii) the aggregate principal balance of the Group IB Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Group IB Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Group IB Mortgage Loans as of the Cut-off Date.

122

“Class A-2 Allocation Percentage”: For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group II Principal Remittance Amount for such Distribution Date and the denominator of which is (y) the Principal Remittance Amount for such Distribution Date.

“Class A-2 Principal Distribution Amount”: The Class A-2 Principal Distribution Amount is an amount equal to the excess of (x) the sum of the Certificate Principal Balances of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) a percentage ranging from 56.80% to 60.80% and (ii) the aggregate principal balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Group II Mortgage Loans as of the Cut-off Date.

“Class M-1/M-2/M-3 Principal Distribution Amount”: The Class M-1/M-2/M-3 Principal Distribution Amount is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Class A Principal Distribution Amount on the Distribution Date and (ii) the sum of the Certificate Principal Balances of the Class M-1, Class M-2 and Class M-3 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) a percentage ranging from 74.60% to 78.60% and (ii) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

“Class M-4 Principal Distribution Amount”: The Class M-4 Principal Distribution Amount is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Class A Principal Distribution Amount on the Distribution Date, (ii) the aggregate Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3 Certificates after taking into account the payment of the Class M-1/M-2/M-3 Principal Distribution Amount on the Distribution Date and (iii) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) a percentage ranging from 78.20% to 82.20% and (ii) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

123

“Class M-5 Principal Distribution Amount”: The Class M-5 Principal Distribution Amount is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Class A Principal Distribution Amount on the Distribution Date, (ii) the aggregate Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3 Certificates after taking into account the payment of the Class M-1/M-2/M-3 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date and (iv) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) a percentage ranging from 81.70% to 85.70% and (ii) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

“Class M-6 Principal Distribution Amount”: The Class M-6 Principal Distribution Amount is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Class A Principal Distribution Amount on the Distribution Date, (ii) the aggregate Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3 Certificates after taking into account the payment of the Class M-1/M-2/M-3 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date and (v) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) a percentage ranging from 84.90% to 88.90% and (ii) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

“Class M-7 Principal Distribution Amount”: The Class M-7 Principal Distribution Amount is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Class A Principal Distribution Amount on the Distribution Date, (ii) the aggregate Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3 Certificates after taking into account the payment of the Class M-1/M-2/M-3 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date and (vi) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) a percentage ranging from 88.10% to 92.10% and (ii) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

124

“Class M-8 Principal Distribution Amount”: The Class M-8 Principal Distribution Amount is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Class A Principal Distribution Amount on the Distribution Date, (ii) the aggregate Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3 Certificates after taking into account the payment of the Class M-1/M-2/M-3 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (vi) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date and (vii) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) a percentage ranging from 90.30% to 94.30% and (ii) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

“Class M-9 Principal Distribution Amount”: The Class M-9 Principal Distribution Amount is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Class A Principal Distribution Amount on the Distribution Date, (ii) the aggregate Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3 Certificates after taking into account the payment of the Class M-1/M-2/M-3 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (vi) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-8 Certificates after taking into account the payment of the Class M-8 Principal Distribution Amount on the Distribution Date and (viii) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) a percentage ranging from 92.30% to 96.30% and (ii) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate principal balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

125

“Credit Enhancement Percentage”: The Credit Enhancement Percentage for any Distribution Date is the percentage obtained by dividing (x) the aggregate Certificate Principal Balance of the Subordinate Certificates (which includes the Overcollateralization Amount) by (y) the aggregate principal balance of the Mortgage Loans, calculated after taking into account distributions of principal on the Mortgage Loans and distribution of the Principal Distribution Amount to the holders of the certificates then entitled to distributions of principal on the Distribution Date.

“Delinquency Percentage”: The Delinquency Percentage with respect to any Distribution Date is the percentage obtained by dividing (x) the principal amount of Mortgage Loans delinquent 60 days or more (including Mortgage Loans in foreclosure, Mortgage Loans with respect to which the related Mortgaged Properties have been converted to REO Properties and Mortgage Loans discharged due to bankruptcy) by (y) the aggregate principal balance of all of the Mortgage Loans, in each case, as of the last day of the previous calendar month.

“Determination Date”: With respect to any Distribution Date, the 15^th day of the calendar month in which such Distribution Date occurs, or if such 15^th day is not a business day, the business day immediately preceding such 15^th day.

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

“Group IA Allocation Percentage”: The aggregate principal balance of the Group IA Mortgage Loans divided by the sum of the aggregate principal balance of the Group IA Mortgage Loans, the Group IB Mortgage Loans and Group II Mortgage Loans.

“Group IA Interest Remittance Amount”: The Group IA Interest Remittance Amount for any Distribution Date is that portion of the Available Distribution Amount for such Distribution Date that represents interest received or advanced on the Group IA Mortgage Loans minus any amounts payable or reimbursable therefrom to the Servicer, the Trustee, the Custodians, the Credit Risk Manager, the Master Servicer or the Securities Administrator with respect to the Group IA Mortgage Loans.

“Group IA Principal Distribution Amount”: The Group IA Principal Distribution Amount for any Distribution Date will be the sum of (i) the principal portion of all scheduled monthly payments on the Group IA Mortgage Loans due during the related Due Period, whether or not received on or prior to the related Determination Date; (ii) the principal portion of all proceeds received in respect of the repurchase of a Group IA Mortgage Loan (or, in the case of a substitution, certain amounts representing a principal adjustment) as required by the pooling and servicing agreement during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections, including insurance proceeds, liquidation proceeds, Subsequent Recoveries and all full and partial principal prepayments received during the related Prepayment Period, to the extent applied as recoveries of principal on the Group IA Mortgage Loans and (iv) the Class A-1A Allocation Percentage of the amount of any Overcollateralization Increase Amount for such Distribution Date minus (v) the Class A-1A Allocation Percentage of the amount of any Overcollateralization Reduction Amount for such Distribution Date minus any amounts payable or reimbursable therefrom to the Servicer, the Trustee, the Custodians, the Credit Risk Manager, the Master Servicer or the Securities Administrator. In no event will the Group IA Principal Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then outstanding aggregate Certificate Principal Balance of the Offered Certificates.

126

“Group IA Principal Remittance Amount”: The Group IA Principal Remittance Amount for any Distribution Date will be the sum of the amounts described in clauses (i) through (iii) of the definition of Group IA Principal Distribution Amount net of any amounts payable or reimbursable therefrom to the Servicer, the Trustee, the Custodians, the Credit Risk Manager, the Master Servicer or the Securities Administrator with respect to the Group IA Mortgage Loan.

“Group IB Allocation Percentage”: The aggregate principal balance of the Group IB Mortgage Loans divided by the sum of the aggregate principal balance of the Group IA Mortgage Loans, Group IB Mortgage Loans and Group II Mortgage Loans.

“Group IB Interest Remittance Amount”: The Group IB Interest Remittance Amount for any Distribution Date is that portion of the Available Distribution Amount for such Distribution Date that represents interest received or advanced on the Group IB Mortgage Loans minus any amounts payable or reimbursable therefrom to the Servicer, the Trustee, the Custodians, the Credit Risk Manager, the Master Servicer or the Securities Administrator with respect to the Group IB Mortgage Loans.

“Group IB Principal Distribution Amount”: The Group IB Principal Distribution Amount for any Distribution Date will be the sum of (i) the principal portion of all scheduled monthly payments on the Group IB Mortgage Loans due during the related Due Period, whether or not received on or prior to the related Determination Date; (ii) the principal portion of all proceeds received in respect of the repurchase of a Group IB Mortgage Loan (or, in the case of a substitution, certain amounts representing a principal adjustment) as required by the pooling and servicing agreement during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections, including insurance proceeds, liquidation proceeds, Subsequent Recoveries and all full and partial principal prepayments received during the related Prepayment Period, to the extent applied as recoveries of principal on the Group IB Mortgage Loans and (iv) the Class A-1B Allocation Percentage of the amount of any Overcollateralization Increase Amount for such Distribution Date minus (v) the Class A-1B Allocation Percentage of the amount of any Overcollateralization Reduction Amount for such Distribution Date minus any amounts payable or reimbursable therefrom to the Servicer, the Trustee, the Custodians, the Master Servicer or the Securities Administrator. In no event will the Group IB Principal Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then outstanding aggregate Certificate Principal Balance of the Offered Certificates.

“Group IB Principal Remittance Amount”: The Group IB Principal Remittance Amount for any Distribution Date will be the sum of the amounts described in clauses (i) through (iii) of the definition of Group IB Principal Distribution Amount net of any amounts payable or reimbursable therefrom to the Servicer, the Trustee, the Custodians, the Credit Risk Manager, the Master Servicer or the Securities Administrator with respect to the Group IB Mortgage Loans.

127

“Group II Allocation Percentage”: The aggregate principal balance of the Group II Mortgage Loans divided by the sum of the aggregate principal balance of the Group IA Mortgage Loans, the Group IB Mortgage Loans and the Group II Mortgage Loans.

“Group II Interest Remittance Amount”: The Group II Interest Remittance Amount for any Distribution Date is that portion of the Available Distribution Amount for such Distribution Date that represents interest received or advanced on the Group II Mortgage Loans minus any amounts payable or reimbursable therefrom to the Servicer, the Trustee, the Custodians, the Credit Risk Manager, the Master Servicer or the Securities Administrator.

“Group II Principal Distribution Amount”: The Group II Principal Distribution Amount for any Distribution Date will be the sum of (i) the principal portion of all scheduled monthly payments on the Group II Mortgage Loans due during the related Due Period, whether or not received on or prior to the related Determination Date; (ii) the principal portion of all proceeds received in respect of the repurchase of a Group II Mortgage Loan (or, in the case of a substitution, certain amounts representing a principal adjustment) as required by the pooling and servicing agreement during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections, including insurance proceeds, liquidation proceeds, Subsequent Recoveries and all full and partial principal prepayments received during the related Prepayment Period, to the extent applied as recoveries of principal on the Group II Mortgage Loans and (iv) the Class A-2 Allocation Percentage of the amount of any Overcollateralization Increase Amount for such Distribution Date minus (v) the Class A-2 Allocation Percentage of the amount of any Overcollateralization Reduction Amount for such Distribution Date minus any amounts payable or reimbursable therefrom to the Servicer, the Trustee, the Custodians, the Credit Risk Manager, the Master Servicer or the Securities Administrator. In no event will the Group II Principal Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then outstanding aggregate Certificate Principal Balance of the Offered Certificates.

“Group II Principal Remittance Amount”: The Group II Principal Remittance Amount for any Distribution Date will be the sum of the amounts described in clauses (i) through (iii) of the definition of Group II Principal Distribution Amount net of any amounts payable or reimbursable therefrom to the Servicer, the Trustee, the Custodians, the Credit Risk Manager, the Master Servicer or the Securities Administrator with respect to the Group II Mortgage Loans.

“Interest Accrual Period”: The Interest Accrual Period for the Offered Certificates and any Distribution Date is 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 period, commencing on the Closing Date), and ending on the day preceding such Distribution Date. All distributions of interest on such certificates will be based on a 360-day year and the actual number of days which have elapsed in the applicable Interest Accrual Period.

“Interest Carry Forward Amount”: The Interest Carry Forward Amount with respect to any class of Offered Certificates and any Distribution Date is equal to the amount, if any, by which the Interest Distribution Amount for that class of certificates for the immediately preceding Distribution Date exceeded the actual amount distributed on the certificates in respect of interest on the immediately preceding Distribution Date, together with any Interest Carry Forward Amount with respect to such class of certificates remaining unpaid from the previous Distribution Date, plus interest accrued thereon at the related Pass-Through Rate on the certificates for the most recently ended Interest Accrual Period.

“Interest Distribution Amount”: The Interest Distribution Amount for any class of Offered Certificates on any Distribution Date is equal to interest accrued during the related Interest Accrual Period on the Certificate Principal Balance of that class immediately prior to the Distribution Date at the Pass-Through Rate for that class reduced (to an amount not less than zero), in the case of each such class, by the allocable share, if any, for that class of Prepayment Interest Shortfalls to the extent not covered by Compensating Interest paid by the Master Servicer or the Servicer and shortfalls resulting from the application of the Relief Act or similar state or local laws.

128

“Interest Remittance Amount”: The Interest Remittance Amount for any Distribution Date is the sum of the Group IA Interest Remittance Amount, Group IB Interest Remittance Amount and the Group II Interest Remittance Amount.

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

“Net WAC Pass-Through Rate”: The Net WAC Pass-Through Rate for any Distribution Date and (A) the Class A-1A Certificates, is a rate per annum (adjusted for the actual number of days elapsed in the related Interest Accrual Period) equal to the product of (i) twelve and (ii) a fraction, expressed as a percentage, the numerator of which is the amount of interest which accrued on the Group IA Mortgage Loans in the related Due Period minus the fees payable to the Servicer, the Master Servicer and the Credit Risk Manager with respect to the Group IA Mortgage Loans for such Distribution Date and the Group IA Allocation Percentage of any Net Swap Payment payable to the Swap Provider and Swap Termination Payment payable to the Swap Provider which was not caused by the occurrence of a Swap Provider Trigger Event, in each case for such Distribution Date and the denominator of which is the aggregate principal balance of the Group IA Mortgage Loans as of the last day of the immediately preceding Due Period (or as of the Cut-off Date with respect to the first Distribution Date) after giving effect to principal prepayments received during the related Prepayment Period which were distributed on the immediately preceding Distribution Date.

(B) the Class A-1B Certificates, is a rate per annum (adjusted for the actual number of days elapsed in the related Interest Accrual Period) equal to the product of (i) twelve and (ii) a fraction, expressed as a percentage, the numerator of which is the amount of interest which accrued on the Group IB Mortgage Loans in the prior calendar month minus the fees payable to the Servicer, the Master Servicer and the Credit Risk Manager with respect to the Group IB Mortgage Loans for such Distribution Date, and the Group IB Allocation Percentage of any Net Swap Payment payable to the Swap Provider and Swap Termination Payment payable to the Swap Provider which was not caused by the occurrence of a Swap Provider Trigger Event, in each case for such Distribution Date and the denominator of which is the aggregate principal balance of the Group IB Mortgage Loans as of the last day of the immediately preceding Due Period (or as of the Cut-off Date with respect to the first Distribution Date, after giving effect to principal prepayments received during the related Prepayment Period which were distributed on the immediately preceding Distribution Date.

(C) the Class A-2 Certificates, is a rate per annum (adjusted for the actual number of days elapsed in the related Interest Accrual Period) equal to the product of (i) twelve and (ii) a fraction, expressed as a percentage, the numerator of which is the amount of interest which accrued on the Group II Mortgage Loans in the prior calendar month minus the fees payable to the Servicer, the Master Servicer and the Credit Risk Manager with respect to the Group II Mortgage Loans for such Distribution Date and the Group II Allocation Percentage of any Net Swap Payment payable to the Swap Provider and Swap Termination Payment payable to the Swap Provider which was not caused by the occurrence of a Swap Provider Trigger Event, in each case for such Distribution Date and the denominator of which is the aggregate principal balance of the Group II Mortgage Loans as of the last day of the immediately preceding Due Period (or as of the Cut-off Date with respect to the first Distribution Date, after giving effect to principal prepayments received during the related Prepayment Period which were distributed on the immediately preceding Distribution Date.

129

(D) the Mezzanine Certificates, is a per annum rate equal to the weighted average (weighted in proportion to the results of subtracting from the Scheduled Principal Balance of each loan group, the Certificate Principal Balance of the related Class A Certificates) of (i) the Net WAC Pass-Through Rate for the Class A-1A Certificates, (ii) the Net WAC Pass-Through Rate for the Class A-1B Certificates and (iii) the Net WAC Pass-Through Rate for the Class A-2 Certificates.

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

“Overcollateralization Amount”: The Overcollateralization Amount as of any Distribution Date is equal to the amount by which the sum of the aggregate outstanding principal balance of the Mortgage Loans immediately following the Distribution Date exceeds the sum of the Certificate Principal Balances of the Offered Certificates and the Class P Certificates after taking into account the payment of the Principal Remittance Amount on the related Distribution Date.

“Overcollateralization Increase Amount”: An Overcollateralization Increase Amount for any Distribution Date is the amount of Net Monthly Excess Cashflow actually applied as an accelerated payment of principal to the classes of Offered Certificates then entitled to distributions of principal to the extent the Required Overcollateralization Amount exceeds the Overcollateralization Amount.

“Overcollateralization Reduction Amount”: An Overcollateralization Reduction Amount for any Distribution Date is the amount by which the Overcollateralization Amount exceeds the Required Overcollateralization Amount, but is limited to the Principal Remittance Amount. The Overcollateralization Reduction Amount is equal to zero when a Trigger Event is in effect.

“Prepayment Period”: For any Distribution Date, (i) with respect to principal prepayments in full, the period from the 16th day of the month immediately preceding the Distribution Date to the 15th day of the month of the Distribution Date and (ii) with respect to principal prepayments in part, the calendar month immediately preceding the month in which the Distribution Date occurs.

“Principal Distribution Amount”: The Principal Distribution Amount for any Distribution Date is the sum of the Group IA Principal Distribution Amount, the Group IB Principal Distribution Amount and Group II Principal Distribution Amount.

“Principal Remittance Amount”: The Principal Remittance Amount for any Distribution Date is the sum of the Group IA Principal Remittance Amount, the Group IB Principal Remittance Amount and Group II Principal Remittance Amount.

130

“Required Overcollateralization Amount”: Initially, shall mean an amount equal to the product of (i) a percentage ranging from 1.85% to 3.85% and (ii) the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, which may be decreased as described under “—Overcollateralization Provisions” in this free writing prospectus.

“Scheduled Principal Balance”: The Scheduled Principal Balance of any Mortgage Loan as of any date of determination is equal to the principal balance of the Mortgage Loan as of the Cut-off Date, after application of all scheduled principal payments due on or before the Cut-off Date, whether or not received, reduced by (i) the principal portion of all monthly payments due on or before the date of determination, whether or not received; (ii) all amounts allocable to unscheduled principal that were received prior to the calendar month in which the date of determination occurs and (iii) any Bankruptcy Loss occurring as a result of a Deficient Valuation that was incurred prior to the calendar month in which the date of determination occurs.

“Senior Interest Distribution Amount”: The Senior Interest Distribution Amount for any Distribution Date is equal to the Interest Distribution Amount for such Distribution Date for the Class A Certificates and the Interest Carry Forward Amount, if any, for such Distribution Date for the Class A Certificates.

“Servicer Remittance Date”: With respect to any Distribution Date, by 12:00 p.m. New York time on the 22^nd day of each month; provided that if the 22^nd day of a given month is a Saturday, the Servicer Remittance Date shall be the immediately preceding business day and if the 22nd day of a given month is a Sunday or otherwise not a business day (except for Saturdays), the Servicer Remittance Date shall be the next business day.

“Stepdown Date”: The Stepdown Date is the earlier to occur of (i) the later to occur of (x) the Distribution Date occurring in December 2009 and (y) the first Distribution Date on which the Credit Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the Mortgage Loans, but prior to any distribution of the Principal Distribution Amount to the holders of the certificates then entitled to distributions of principal on the Distribution Date), is greater than or equal to a percentage ranging from 37.20% to 44.20% and (ii) the first Distribution Date following the Distribution Date on which the Certificate Principal Balance of the Class A Certificates has been reduced to zero.

“Subsequent Recoveries”: As of any Distribution Date, amounts received during the related Prepayment Period by the Servicer specifically related to a defaulted Mortgage Loan or disposition of an REO Property prior to the related Prepayment Period that resulted in a Realized Loss, after the liquidation or disposition of such defaulted Mortgage Loan, net of any amounts reimbursable to the Servicer related to obtaining such Subsequent Recovery.

“Targeted Credit Enhancement Test”: With respect to any Distribution Date and (i) the Class A-1A Certificates, shall be satisfied if on such Distribution Date the percentage obtained by dividing the Certificate Principal Balance of the Class A-1A Certificates by the aggregate principal balance of the Group IA Mortgage Loans is equal to or less than a percentage ranging from 56.80% to 60.80%, (ii) the Class A-1B Certificates, shall be satisfied if on such Distribution Date the percentage obtained by dividing the Certificate Principal Balance of the Class A-1B Certificates by the aggregate principal balance of the Group IB Mortgage Loans is equal to or less than a percentage ranging from 56.80% to 60.80% and (iii) the Class A-2 Certificates, shall be satisfied if on such Distribution Date the percentage obtained by dividing the sum of the Certificate Principal Balances of the Class A-2 Certificates by the aggregate principal balance of the Group II Mortgage Loans is equal to or less than a percentage ranging from 56.80% to 60.80%.

131

“Trigger Event”: With respect to any Distribution Date, a Trigger Event is in effect if (x) the percentage obtained by dividing (i) the principal amount of Mortgage Loans delinquent 60 days or more (including Mortgage Loans in foreclosure, bankruptcy and REO) by (ii) the aggregate principal balance of the Mortgage Loans, in each case as, of the last day of the previous calendar month exceeds a percentage ranging from 37.25% to 38.25% of the Credit Enhancement Percentage with respect to such Distribution Date or (y) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Due Period divided by the aggregate principal balance of the Mortgage Loans as of the Cut-off exceeds the applicable percentages set forth below with respect to such Distribution Date:

Distribution Date		Range of Percentages
December 2008 to November 2009		a percentage ranging from 0.55% to 1.55% plus 1/12 of 1.85% for each month thereafter
December 2009 to November 2010		a percentage ranging from 2.40% to 3.40% plus 1/12 of 1.95% for each month thereafter
December 2010 to November 2011		a percentage ranging from 4.35% to 5.35% plus 1/12 of 1.55% for each month thereafter
December 2011 to November 2012		a percentage ranging from 5.90% to 6.90% plus 1/12 of 0.35% for each month thereafter
December 2012 and thereafter		a percentage ranging from 6.25% to 7.25%

The Cap Agreements

HSBC Bank USA, National Association as trustee of the trust will enter into three separate interest rate cap agreements (each, a “Cap Agreement”) with a cap provider that has, to the extent that it is rated by each of the following rating agencies (i) a long-term credit rating of not less than A+ from S&P and (ii) a long-term credit rating or other similar rating of at least “Aa3” by Moody’s, or if the Cap Provider has both a long-term credit rating and a short-term credit rating from Moody’s, a long-term credit rating of not less than A2 by Moody’s or a short-term rating of not less than P-1 from Moody’s (the “Cap Provider”). The Trustee will appoint the Securities Administrator to receive and distribute funds in respect of the Cap Agreements on behalf of the trust.

Under the Cap Agreement relating to the Class A-1A Certificates and Mezzanine Certificates (the “Group IA Cap Agreement”) on or before each Distribution Date commencing with the Distribution Date in December 2006 and ending with the Distribution Date in May 2007, the Cap Provider will be obligated to make a payment for that Distribution Date equal to the product of (x) the excess, if any, of (i) One-Month LIBOR as determined pursuant to the Group IA Cap Agreement for the related calculation period (as defined in the Group IA Cap Agreement) over (ii) the strike rate for such Distribution Date set forth in the Group IA Cap Agreement, (y) the Group IA Cap Agreement Notional Amount (as defined below) for that Distribution Date, and (z) a fraction, the numerator of which is equal to the actual number of days in the related calculation period and the denominator of which is 360.

The Group IA Cap Agreement Notional Amount for each Distribution Date will be equal to the lesser of (x) the aggregate Certificate Principal Balance of the Class A-1A, Mezzanine and Class CE Certificates at the beginning of the related calculation period and (y) Group IA Cap Agreement Calculation Amount set forth in the Group IA Cap Agreement for such Distribution Date (such lesser amount, the “Group IA Cap Agreement Notional Amount”).

The Group IA Cap Agreement will terminate following the Distribution Date in May 2007, unless terminated earlier upon the occurrence of a Cap Agreement Event of Default, a Cap Agreement Termination Event or a Cap Agreement Additional Termination Event, each as defined below.

132

Under the Cap Agreement relating to the Class A-1B Certificates and Mezzanine Certificates (the “Group IB Cap Agreement”) on or before each Distribution Date commencing with the Distribution Date in December 2006 and ending with the Distribution Date in May 2007, the Cap Provider will be obligated to make a payment for that Distribution Date equal to the product of (x) the excess, if any, of (i) One-Month LIBOR as determined pursuant to the Group IB Cap Agreement for the related calculation period (as defined in the Group IB Cap Agreement) over (ii) the strike rate for such Distribution Date set forth in the Group IB Cap Agreement, (y) the Group IB Cap Agreement Notional Amount (as defined below) for that Distribution Date, and (z) a fraction, the numerator of which is equal to the actual number of days in the related calculation period and the denominator of which is 360.

The Group IB Cap Agreement Notional Amount for each Distribution Date will be equal to the lesser of (x) the aggregate Certificate Principal Balance of the Class A-1B, Mezzanine and Class CE Certificates at the beginning of the related calculation period and (y) Group IB Cap Agreement Calculation Amount set forth in the Group IB Cap Agreement for such Distribution Date (such lesser amount, the “Group IB Cap Agreement Notional Amount”).

The Group IB Cap Agreement will terminate following the Distribution Date in May 2007, unless terminated earlier upon the occurrence of a Cap Agreement Event of Default, a Cap Agreement Termination Event or a Cap Agreement

Under the Cap Agreement relating to the Class A-2 Certificates and the Mezzanine Certificates (the “Group II Cap Agreement”) on or before each Distribution Date commencing with the Distribution Date in December 2006 and ending with the Distribution Date in May 2007, the Cap Provider will be obligated to make a payment for that Distribution Date equal to the product of (x) the excess, if any, of (i) One-Month LIBOR as determined pursuant to the Group II Cap Agreement for the related calculation period (as defined in the Group II Cap Agreement) over (ii) the strike rate for such Distribution Date set forth in the Group II Cap Agreement, (y) the Group II Cap Agreement Notional Amount (as defined below) for that Distribution Date, and (z) a fraction, the numerator of which is equal to the actual number of days in the related calculation period and the denominator of which is 360.

The Group II Cap Agreement Notional Amount for each Distribution Date will be equal to the lesser of (x) the aggregate Certificate Principal Balance of the Class A-2, Mezzanine and Class CE Certificates at the beginning of the related calculation period and (y) Group II Cap Agreement Calculation Amount set forth in the Group II Cap Agreement for such Distribution Date (such lesser amount, the “Group II Cap Agreement Notional Amount”).

The Group II Cap Agreement will terminate following the Distribution Date in May 2007, unless terminated earlier upon the occurrence of a Cap Agreement Event of Default, a Cap Agreement Termination Event or a Cap Agreement Additional Termination Event, each as defined below.

If, on any Distribution Date, the payments received by the Securities Administrator under the Cap Agreements exceed the amount of the Net WAC Rate Carryover Amounts payable to the Class A Certificates and Mezzanine Certificates for such Distribution Date, such excess will be distributed to the Class CE Certificates.

The obligations of the Cap Provider to pay specified amounts due under each Cap Agreement (other than Cap Agreement Termination Payments (as defined below)) will generally be subject to the following conditions precedent: (1) no Cap Agreement Event of Default or event that with the giving of notice or lapse of time or both would become a Cap Agreement Event of Default will have occurred and be continuing with respect to the related Cap Agreement and (2) no “early termination date” (as defined in the related Cap Agreement) has occurred or been effectively designated with respect to the related Cap Agreement.

133

Events of default under each Cap Agreement (each a “Cap Agreement Event of Default”) include the following:

·	failure to make a payment due under the Cap Agreement, after notice of such failure is received and expiration of a specified grace period,

·	failure by the Cap Provider to comply with or perform certain agreements or obligations required under the related Cap Agreement after notice of such failure is received and expiration of a specified grace period,

·	failure by the Cap Provider to comply with or perform the second rating trigger collateral posting requirements of the related Cap Agreement if a second rating trigger downgrade has occurred and after notice of such failure is received and expiration of a specified grace period,

·	certain representations by the Cap Provider or its credit support provider prove to have been incorrect or misleading in any material respect,

·	repudiation or certain defaults by the Cap Provider or its credit support provider in respect of any derivative or similar transactions entered into between the trustee and the Cap Provider and specified for this purpose in the related Cap Agreement,

·	cross-default by the Cap Provider or its credit support provider relating generally to its obligations in respect of borrowed money in excess of a threshold specified in the related Cap Agreement,

·	certain insolvency or bankruptcy events, and

·	a merger by the Cap Provider without an assumption of the Cap Provider’s obligations under the related Cap Agreement,

each as further described in the related Cap Agreement.

Termination events under each Cap Agreement (each a “Cap Agreement Termination Event”) include the following:

·	illegality (which generally relates to changes in law causing it to become unlawful for either party to perform its obligations under the related Cap Agreement),

·	tax event (which generally relates to the application of certain withholding taxes to amounts payable under the related Cap Agreement, as a result of a change in tax law or certain similar events) and

·	tax event upon merger (which generally relates to the application of certain withholding taxes to amounts payable under the related Cap Agreement as a result of a merger or similar transaction);

each as further described in the related Cap Agreement.

134

“Additional termination events” under each Cap Agreement (each a “Cap Agreement Additional Termination Event”) include the following:

·	failure of the Cap Provider to comply with the first rating trigger collateral posting requirements of the related Cap Agreement,

·	if a second rating trigger downgrade has occurred and been continuing for 30 or more business days and a firm offer from a replacement cap provider remains capable of acceptance by the offeree,

·	failure of the Cap Provider to comply with the Regulation AB provisions of the Cap Agreement (including, if applicable, the provisions of any additional agreement incorporated by reference into the related Cap Agreement), and

·	occurrence of an optional termination of the securitization pursuant to the terms of the pooling and servicing agreement,

each as further described in the related Cap Agreement.

If the Cap Provider’s credit ratings are withdrawn or reduced below the first ratings threshold specified in the related Cap Agreement, the Cap Provider will be required, at its own expense, to post collateral in accordance with such Cap Agreement.

If the Cap Provider’s credit ratings are withdrawn or reduced below the second ratings threshold specified in the related Cap Agreement, the Cap Provider will be required, at its own expense, either (1) to obtain a substitute cap provider which will assume the obligations of the Cap Provider under such Cap Agreement and which meets all eligibility requirements provided therein or in any related documentation, or (2) to obtain a guarantor which will provide a guarantee of the obligations of the Cap Provider under such Cap Agreement that meets all eligibility requirements provided therein or in any related documentation.

Upon the occurrence of a Cap Agreement Event of Default, the non-defaulting party will have the right to designate an early termination date (an “Early Termination Date”). Upon the occurrence of a Cap Agreement Termination Event or a Cap Agreement Additional Termination Event, an Early Termination Date may be designated by one of the parties as specified in the Cap Agreement, and will occur only upon notice and, in some circumstances, after any affected party has used reasonable efforts to transfer its rights and obligations under the Cap Agreement to a related entity within a specified period after notice has been given of the Cap Agreement Termination Event, and, in the case of downgrade below the second ratings threshold, only if a firm offer from a replacement cap provider remains capable of acceptance by the offeree, all as set forth in the Cap Agreement. The occurrence of an Early Termination Date under the related Cap Agreement will constitute a “Cap Agreement Early Termination.”

Upon a Cap Agreement Early Termination, the Cap Provider may be liable to make a termination payment (the “Cap Agreement Termination Payment”) to the Securities Administrator (regardless, if applicable, of which of the parties has caused the termination). The Cap Agreement Termination Payment will be based on the value of related Cap Agreement computed in accordance with the procedures set forth in such Cap Agreement.

Upon a Cap Agreement Early Termination other than in connection with the optional termination of the trust, the Securities Administrator, pursuant to the pooling and servicing agreement, will use reasonable efforts to appoint a successor cap provider to enter into a new cap agreement on terms substantially similar to the related Cap Agreement, with a successor cap provider meeting all applicable eligibility requirements. The Securities Administrator will apply any Cap Agreement Termination Payment received from the original Cap Provider in connection with such Cap Agreement Early Termination to the upfront payment required to appoint the successor cap provider. If the Securities Administrator is unable to appoint a successor cap provider within 30 days of the Cap Agreement Early Termination, then the Securities Administrator will deposit any Cap Termination Payment received from the original Cap Provider into a separate, non-interest bearing reserve account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the payment, if any, that would have been paid to the Securities Administrator by the original Cap Provider calculated in accordance with the terms of the original Cap Agreement, and distribute such amount in accordance with the terms of the Pooling and Servicing Agreement.

135

Upon a Cap Agreement Early Termination in connection with the Optional Termination relating to the Mortgage Loans, if the Securities Administrator receives a Cap Agreement Termination Payment from the Cap Provider, such Cap Agreement Termination Payment generally will not be available to holders of the Certificates; rather, the Securities Administrator will distribute such Cap Agreement Termination Payment in accordance with the terms of the Pooling and Servicing Agreement.

The significance percentage of the Cap Agreements and the Interest Rate Swap Agreement, individually and in combination, as calculated in accordance with Item 1115 of Regulation AB, is less than 10%. The Cap Agreements and the Interest Rate Swap Agreement will provide that the Cap Provider and Swap Provider may be replaced in certain circumstances, including if the significance percentage of the Cap Agreements and the Interest Rate Swap Agreement, individually or in combination, is equal to or greater than 10%.

The Cap Agreements will be governed by and construed in accordance with the laws of the State of New York. The obligations of the Cap Provider are limited to those specifically set forth in the Cap Agreements.

The Interest Rate Swap Agreement

HSBC Bank USA, National Association as trustee (the “Supplemental Interest Trust Trustee”) on behalf of a separate trust created under the pooling and servicing agreement (the “Supplemental Interest Trust”) will enter into an interest rate swap agreement (the “Interest Rate Swap Agreement”), with a swap provider that has, to the extent that it is rated by each of the following rating agencies (i) a long-term credit rating of not less than A+ from S&P and (ii) a long-term credit rating or other similar rating of at least “Aa3” by Moody’s, or if the Swap Provider has both a long-term credit rating and a short-term credit rating from Moody’s, a long-term credit rating of not less than A2 by Moody’s or a short-term rating of not less than P-1 from Moody’s (the “Swap Provider”). The Interest Rate Swap Agreement will be held in the Supplemental Interest Trust. The Supplemental Interest Trust Trustee will appoint the Securities Administrator to receive and distribute funds with regards to the Interest Rate Swap Agreement on behalf of the Supplemental Interest Trust. On each Distribution Date, the Securities Administrator will deposit into an account held in the Supplemental Interest Trust (the “Derivative Account”), certain amounts, if any, received from the Swap Provider. For the avoidance of doubt, the Supplemental Interest Trust, the Interest Rate Swap Agreement, and the Derivative Account will not be assets of any REMIC.

Pursuant to the Interest Rate Swap Agreement, on each Distribution Date commencing on the Distribution Date occurring in June 2007 and terminating immediately following the Distribution Date in March 2012 (i) the Securities Administrator (on behalf of the Supplemental Interest Trust and from funds of such trust) will be obligated to pay to the Swap Provider, a fixed amount equal to the product of (x) a fixed rate equal to ___% per annum, (y) the Swap Notional Amount for that Distribution Date set forth in the final prospectus supplement and (z) a fraction, the numerator of which is 30, and the denominator of which is 360; and (ii) the Swap Provider will be obligated to pay to the Supplemental Interest Trust for the benefit of the holders of the Class A Certificates and Mezzanine Certificates, a floating amount equal to the product of (x) One-Month LIBOR (as determined pursuant to the Interest Rate Swap Agreement), (y) the Swap Notional Amount set forth in the final prospectus supplement, and (z) a fraction, the numerator of which is the actual number of days elapsed from the previous Distribution Date to but excluding the current Distribution Date, and the denominator of which is 360. A net payment will be required to be made on each Distribution Date (each such net payment, a “Net Swap Payment”) (a) by the Securities Administrator to the Swap Provider, to the extent that the fixed amount exceeds the corresponding floating amount, or (b) by the Swap Provider to the Securities Administrator, to the extent that the floating amount exceeds the corresponding fixed amount. For each Distribution Date in respect of which the Securities Administrator is required to make a Net Swap Payment to the Swap Provider, the trust will be required to make a payment to the Securities Administrator in the same amount.

136

The Swap Notional Amount for each Distribution Date, commencing with the Distribution Date in June 2007, will be the amount set forth in the Interest Rate Swap Agreement for such Distribution Date (the “Swap Notional Amount”). The Interest Rate Swap Agreement will terminate immediately following the Distribution Date in March 2012, unless terminated earlier upon the occurrence of a Swap Event of Default, a Swap Termination Event or a Swap Additional Termination Event (each as defined below).

The respective obligations of the Swap Provider and the Supplemental Interest Trust to pay specified amounts due under the Interest Rate Swap Agreement (other than Swap Termination Payments (as defined below)) will be subject to the following conditions precedent: (1) no Swap Event of Default or event that with the giving of notice or lapse of time or both would become a Swap Event of Default, shall have occurred and be continuing with respect to the Interest Rate Swap Agreement and (2) no “Early Termination Date” (as defined in the Interest Rate Swap Agreement) has occurred or been effectively designated with respect to the Interest Rate Swap Agreement.

Events of default under the Interest Rate Swap Agreement (each a “Swap Event of Default”) will generally include the following, among others:

failure to make a payment due under the Interest Rate Swap Agreement after notice of such failure is received and expiration of a specified grace period,

failure by the Swap Provider to comply with or perform certain agreements or obligations required under the Interest Rate Swap Agreement after notice of such failure is received and expiration of a specified grace period,

failure by the Swap Provider to comply with or perform the second rating trigger collateral posting requirements of the Interest Rate Swap Agreement if a second rating trigger downgrade has occurred and been continuing for 30 or more business days and after notice of such failure is received and expiration of a specified grace period,

certain representations by the Swap Provider or its credit support provider prove to have been incorrect or misleading in any material respect,

repudiation or certain defaults by the Swap Provider or its credit support provider in respect of any derivative or similar transactions entered into between the Supplemental Interest Trust Trustee and the Swap Provider and specified for this purpose in the Interest Rate Swap Agreement, cross-default by the Swap Provider or its credit support provider relating generally to its obligations in respect of borrowed money in excess of a threshold specified in the Interest Rate Swap Agreement,

137

certain insolvency or bankruptcy events, and

a merger by a party to the Interest Rate Swap Agreement without an assumption of such party’s obligations under the Interest Rate Swap Agreement,

each as further described in the Interest Rate Swap Agreement.

Termination events under the Interest Rate Swap Agreement (each a “Swap Termination Event”) will generally include the following, among others:

illegality (which generally relates to changes in law causing it to become unlawful for either party to perform its obligations under the Interest Rate Swap Agreement),

tax event (which generally relates to the application of certain withholding taxes to amounts payable under the Interest Rate Swap Agreement, as a result of a change in tax law or, in certain circumstances solely with respect to the Securities Administrator, certain similar events) and

tax event upon merger (which generally relates to the application of certain withholding taxes to amounts payable under the Interest Rate Swap Agreement as a result of a merger or similar transaction);

each as further described in the Interest Rate Swap Agreement.

Additional termination events under the Interest Rate Swap Agreement (each a “Swap Additional Termination Event”), will generally include the following, among others:

failure of the Swap Provider to comply with the first rating trigger collateral posting requirements of the Interest Rate Swap Agreement,

if a second rating trigger downgrade has occurred and been continuing for 30 or more business days and a firm offer remains capable of acceptance by the offeree,

failure of the Swap Provider to comply with the Regulation AB provisions of the Interest Rate Swap Agreement (including, if applicable, the provisions of any additional agreement incorporated by reference into the Interest Rate Swap Agreement),

occurrence of an optional termination of the securitization pursuant to the terms of the pooling and servicing agreement, and

amendment of the pooling and servicing agreement in a manner contrary to the requirements of the Interest Rate Swap Agreement,

each as further described in the Interest Rate Swap Agreement.

If the Swap Provider’s credit ratings are withdrawn or reduced below the first ratings threshold specified in the Interest Rate Swap Agreement, the Swap Provider will be required, at its own expense, to post collateral in accordance with the Interest Rate Swap Agreement.

138

If the Swap Provider’s credit ratings are withdrawn or reduced below the second ratings threshold specified in the Interest Rate Swap Agreement, the Swap Provider will be required, at its own expense, either (1) to obtain a substitute swap provider which will assume the obligations of the Swap Provider under the Interest Rate Swap Agreement and which meets all eligibility requirements provided therein or in any related documentation, or (2) to obtain a guarantor which will provide a guarantee of the obligations of the Swap Provider under the Interest Rate Swap Agreement that meets all eligibility requirements provided therein or in any related documentation.

Upon the occurrence of a Swap Event of Default, the non-defaulting party will have the right to designate an early termination date (an “Early Termination Date”). Upon the occurrence of a Swap Termination Event or a Swap Additional Termination Event, an Early Termination Date may be designated by one of the parties as specified in the Interest Rate Swap Agreement, and will occur only upon notice (including, in some circumstances, notice to the rating agencies) and, in some circumstances, after any affected party has used reasonable efforts to transfer its rights and obligations under the Interest Rate Swap Agreement to a related entity within a specified period after notice has been given of the Swap Termination Event, and, in the case of downgrade below the second ratings threshold, only if a firm offer remains capable of acceptance by the offeree, all as set forth in the Interest Rate Swap Agreement. The occurrence of an Early Termination Date under the Interest Rate Swap Agreement will constitute a “Swap Early Termination.”

Upon a Swap Early Termination, the Securities Administrator (on behalf of the Supplemental Interest Trust) or the Swap Provider may be liable to make a swap termination payment (the “Swap Termination Payment”) to the other, regardless, if applicable, of which of the parties has caused the termination. The Swap Termination Payment will be based on the value of the Interest Rate Swap Agreement computed in accordance with the procedures set forth in the Interest Rate Swap Agreement. In the event that the Securities Administrator is required to make a Swap Termination Payment to the Swap Provider, the trust will be required to make a payment to the Securities Administrator in the same amount (to the extent such Swap Termination Payment has not been paid by the securities administrator from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee). In the case of a Swap Termination Payment not triggered by a Swap Provider Trigger Event (as defined in this free writing prospectus), the trust will be required to make such payment on the related distribution date, and on any subsequent Distribution Dates until paid in full, prior to distributions to certificateholders. In the case of a Swap Termination Payment triggered by a Swap Provider Trigger Event, the trust’s obligation to make such payment generally will be subordinated to distributions to the holders of the Offered Certificates to the extent described in the pooling and servicing agreement.

Upon a Swap Early Termination other than in connection with the optional termination with respect to the Mortgage Loans, the Securities Administrator shall, at the direction of the depositor, appoint a successor swap provider. If the securities administrator receives a Swap Termination Payment from the Swap Provider in connection with such Swap Early Termination, the Securities Administrator will apply such Swap Termination Payment to any upfront payment required to appoint the successor swap provider. If the Securities Administrator is required to pay a Swap Termination Payment to the Swap Provider in connection with such Swap Early Termination, the Securities Administrator will apply any upfront payment received from the successor swap provider to pay such Swap Termination Payment. If the Securities Administrator is unable to appoint a successor swap provider within 30 days of the Swap Early Termination, then the securities administrator will deposit any Swap Termination Payment received from the original Swap Provider into a separate, non-interest bearing reserve account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Securities Administrator by the original Swap Provider calculated in accordance with the terms of the original Interest Rate Swap Agreement, and distribute such amount in accordance with the terms of the pooling and servicing agreement.

139

Upon a Swap Early Termination in connection with the optional termination of the trust, if the Securities Administrator is required to make a Swap Termination Payment to the Swap Provider, the party exercising such optional termination with respect to the Mortgage Loans will be required to include in its payment an amount equal to such Swap Termination Payment, as described in this free writing prospectus. If the Securities Administrator receives a Swap Termination Payment from the Swap Provider in connection with such Swap Early Termination, such Swap Termination Payment generally will not be available to certificateholders; rather, the Securities Administrator will distribute such Swap Termination Payment in accordance with the terms of the pooling and servicing agreement.

A “Swap Provider Trigger Event” will mean: (i) a Swap Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Swap Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) a Swap Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

On each Distribution Date commencing on the Distribution Date occurring in June 2007 and ending immediately following the Distribution Date in March 2012, to the extent required, following the distribution of the Net Monthly Excess Cashflow and withdrawals from the Reserve Fund, as described in “—Overcollateralization Provisions” in this free writing prospectus, any Net Swap Payment payable to the Securities Administrator on behalf of the Supplemental Interest Trust by the Swap Provider will be distributed on the related Distribution Date in the following order of priority:

first, concurrently, to each class of Class A Certificates, the related Senior Interest Distribution Amount remaining undistributed after the distributions of the Group IA Interest Remittance Amount, the Group IB Interest Remittance Amount and the Group II Interest Remittance Amount, on a pro rata basis based on such respective remaining Senior Interest Distribution Amounts;

second, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, the related Interest Distribution Amount and Interest Carry Forward Amount, to the extent remaining undistributed after the distributions of the Group IA Interest Remittance Amount, Group IB Interest Remittance Amount and Group II Interest Remittance Amount and the Net Monthly Excess Cashflow;

third, to the holders of the class or classes of Certificates then entitled to receive distributions in respect of principal, in an amount necessary to maintain or restore the Required Overcollateralization Amount after taking into account distributions made pursuant to clause first under “—Overcollateralization Provisions;”

fourth, sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case up to the related Allocated Realized Loss Amount related to such Certificates for such Distribution Date remaining undistributed after distribution of the Net Monthly Excess Cashflow;

140

fifth, concurrently, to each class of Class A Certificates, the related Net WAC Rate Carryover Amount, to the extent remaining undistributed after distributions of Net Monthly Excess Cashflow on deposit in the Reserve Fund, on a pro rata basis based on such respective Net WAC Rate Carryover Amounts remaining;

sixth, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, the related Net WAC Rate Carryover Amount, to the extent remaining undistributed after distributions of Net Monthly Excess Cashflow on deposit in the Reserve Fund;

seventh, to the Swap Provider, an amount equal to any Swap Termination Payment owed to the Swap Provider due to a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement; and

eighth, to the Class CE Certificates, any remaining amounts.

Amounts payable by the trust to the Securities Administrator in respect of Net Swap Payments and Swap Termination Payments other than Swap Termination Payments resulting from a Swap Provider Trigger Event (and to the extent not paid by the Securities Administrator from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee) will be deducted from related available funds before distributions to the holders of the Offered Certificates. On each Distribution Date commencing on the Distribution Date occurring in June 2007, such amounts will be distributed by the trust to the Securities Administrator, and paid by the Securities Administrator to the Swap Provider as follows:

(i) first, to make any Net Swap Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement for such Distribution Date, and

(ii) second, to make any Swap Termination Payment not due to a Swap Provider Trigger Event owed to the Swap Provider pursuant to the Interest Rate Swap Agreement (to the extent not paid by the Securities Administrator from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Securities Administrator).

The Interest Rate Swap Agreement will be governed by and construed in accordance with the laws of the State of New York. The obligations of the Swap Provider are limited to those specifically set forth in the Interest Rate Swap Agreement, as applicable.

Interest Distributions on the Offered Certificates

Holders of the Offered Certificates will be entitled to receive on each Distribution Date, interest distributions in an aggregate amount equal to interest accrued during the related Interest Accrual Period on the Certificate Principal Balances thereof at the then-applicable Pass-Through Rates thereon, in the priorities set forth below.

(A) On each Distribution Date, the Group IA Interest Remittance Amount will be distributed in the following order of priority:

first, commencing on the Distribution Date occurring in June 2007, to the Supplemental Interest Trust, an amount equal to the Group IA Allocation Percentage of (i) any Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment owed to the Swap Provider not due to a Swap Provider Trigger Event;

141

second, to the holders of the Class A-1A Certificates, the Senior Interest Distribution Amount allocable to the Class A-1A Certificates; and

third, concurrently, to the holders of the Class A-1B, Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the Senior Interest Distribution Amount allocable to each such class, to the extent remaining unpaid after distribution of the Group IB Interest Remittance Amount as set forth in clause (B) below and the Group II Interest Remittance Amount as set forth in clause (C) below, on a pro rata basis, based on the entitlement of each such class.

(B) On each Distribution Date, the Group IB Interest Remittance Amount will be distributed in the following order of priority:

first, commencing on the Distribution Date occurring in June 2007, to the Supplemental Interest Trust, an amount equal to the Group IB Allocation Percentage of (i) any Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment owed to the Swap Provider not due to a Swap Provider Trigger Event;

second, to the holders of the Class A-1B Certificates, the Senior Interest Distribution Amount allocable to the Class A-1B Certificates; and

third, concurrently, to the holders of the Class A-1A, Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the Senior Interest Distribution Amount allocable to each such class, to the extent remaining unpaid after distribution of the Group IA Interest Remittance Amount as set forth in clause (A) above and the Group II Interest Remittance Amount as set forth in clause (C) below, on a pro rata basis, based on the entitlement of each such class.

(C) On each Distribution Date, the Group II Interest Remittance Amount will be distributed in the following order of priority:

first, commencing on the Distribution Date occurring in June 2007, to the Supplemental Interest Trust, an amount equal to the Group II Allocation Percentage of (i) any Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment owed to the Swap Provider not due to a Swap Provider Trigger Event;

second, concurrently, to the holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the Senior Interest Distribution Amount allocable to each such class, on a pro rata basis, based on the entitlement of each such class; and

third, to the holders of the Class A-1A Certificates and Class A-1B Certificates, the Senior Interest Distribution Amount allocable to each such class, to the extent remaining unpaid after distribution of the Group IA Interest Remittance Amount as set forth in clause (A) above and the Group IB Interest Remittance Amount as set forth in clause (B) above, on a pro rata basis, based on the entitlement of each such class.

(D) On each Distribution Date, following the deposit of the Net Swap Payment and any Swap Termination Payment into the Supplemental Interest Trust as described in clauses (A), (B) and (C) above and the distributions of interest to the holders of the Class A Certificates as described in clauses (A), (B) and (C) above, any Group IA Interest Remittance Amount, Group IB Interest Remittance Amount and Group II Interest Remittance Amount remaining will be distributed sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, to the extent of the Interest Distribution Amount allocable to each such class.

142

On any Distribution Date, any shortfalls resulting from the application of the Relief Act or any similar state or local law and any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest paid by the Servicer or the Master Servicer will be allocated first, to Net Monthly Excess Cashflow and payments received under the Interest Rate Swap Agreement according to the priorities set forth under “Description of the Certificates—The Interest Rate Swap Agreement” and “—Overcollateralization Provisions” in this free writing prospectus, second, to the Class M-9 Certificates, third, to the Class M-8 Certificates, fourth, to the Class M-7 Certificates, fifth, to the Class M-6 Certificates, sixth, to the Class M-5 Certificates, seventh, to the Class M-4 Certificates, eighth, to the Class M-3 Certificates, ninth, to the Class M-2 Certificates, tenth, to the Class M-1 Certificates and eleventh, to the Class A Certificates, on a pro rata basis, based on their respective Senior Interest Distribution Amounts before such reduction. The holders of the Offered Certificates will be entitled to reimbursement for any of these interest shortfalls, subject to available funds, in the priorities described under “—Overcollateralization Provisions” in this free writing prospectus.

With respect to any Distribution Date, to the extent that the aggregate Interest Distribution Amount exceeds the Interest Remittance Amount, a shortfall in interest distributions on one or more classes of Offered Certificates will result and payments of Interest Carry Forward Amounts to such classes of Offered Certificates will be made. The Interest Carry Forward Amount with respect to the Class A Certificates, if any, is distributed as part of the Senior Interest Distribution Amount on each Distribution Date. The Interest Carry Forward Amount with respect to the Mezzanine Certificates, if any, may be carried forward to succeeding Distribution Dates and, subject to available funds, will be distributed in the manner set forth in “—Overcollateralization Provisions” and “—The Interest Rate Swap Agreement” in this free writing prospectus.

Except as otherwise described in this free writing prospectus, on any Distribution Date, distributions of the Interest Distribution Amount for a class of certificates will be made in respect of that class of certificates, to the extent provided in this free writing prospectus, on a pari passu basis, based on the Certificate Principal Balance of the certificates of each class.

Calculation of One-Month LIBOR

With respect to each Interest Accrual Period (other than the initial Interest Accrual Period) and the Offered Certificates, on the second business day preceding such Interest Accrual Period, (each such date, an “Interest Determination Date”), the Securities Administrator will determine One-Month LIBOR for such Interest Accrual Period. With respect to the initial Interest Accrual Period, on the Closing Date, the Securities Administrator will determine One-Month LIBOR for such Interest Accrual Period based on information available on the second business day preceding the Closing Date (the related “Interest Determination Date”). “One-Month LIBOR” means, as of any Interest Determination Date, the London interbank offered rate for one-month U.S. dollar deposits which appears on Telerate Page 3750 (as defined in this free writing prospectus) as of 11:00 a.m. (London time) on such date. If such rate does not appear on Telerate Page 3750, the rate for that day will be determined on the basis of the offered rates of the Reference Banks (as defined in this free writing prospectus) for one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. The Securities Administrator will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If on such Interest Determination Date two or more Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 0.0625%). 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 (x) One-Month LIBOR as determined on the previous Interest Determination Date and (y) the Reserve Interest Rate (as defined in this free writing prospectus).

143

As used in this section, “business day” means a day on which banks are open for dealing in foreign currency and exchange in London and New York; “Telerate Page 3750” means the display page currently so designated on the Dow Jones Telerate Capital Markets Report (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices); “Reference Banks” means leading banks selected by the Securities Administrator and engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, (ii) which have been designated as such by the Securities Administrator and (iii) not controlling, controlled by, or under common control with, the Depositor or the Securities Administrator, and “Reserve Interest Rate” shall be the rate per annum that the Securities Administrator determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 0.0625%) of the one-month U.S. dollar lending rates which New York City banks selected by the Securities Administrator are quoting on the relevant Interest Determination Date to the principal London offices of leading banks in the London interbank market or (ii) in the event that the Securities Administrator can determine no such arithmetic mean, the lowest one-month U.S. dollar lending rate which New York City banks selected by the Securities Administrator are quoting on such Interest Determination Date to leading European banks.

The establishment of One-Month LIBOR on each Interest Determination Date by the Securities Administrator and the Securities Administrator’s calculation of the rate of interest applicable to the Offered Certificates for the related Interest Accrual Period shall (in the absence of manifest error) be final and binding.

Principal Distributions on the Offered Certificates

On each Distribution Date, the Principal Distribution Amount will be distributed to the holders of the Offered Certificates then entitled to principal distributions. In no event will the Principal Distribution Amount with respect to any Distribution Date be (i) less than zero or (ii) greater than the then outstanding aggregate Certificate Principal Balance of the Offered Certificates.

(A) On each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Group IA Principal Distribution Amount will be made in the following amounts and order of priority:

second, to the holders of the Class A-1A Certificates, until the Certificate Principal Balance of the Class A-1A Certificates has been reduced to zero; and

third, concurrently, (i) to the holders of the Class A-1B Certificates and (ii) to the holders of the Class A-2 Certificates, after taking into account the distribution of the Group IB Principal Distribution Amount and the Group II Principal Distribution Amount each as described below, on a pro rata basis, based on the Certificate Principal Balance of each such class until the Certificate Principal Balance of each such class has been reduced to zero; provided, however that the pro rata allocation to the Class A-2 Certificates pursuant to this clause third shall be based on the total Certificate Principal Balance of the Class A-2 Certificates, but shall be distributed sequentially to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balance of each such class has been reduced to zero.

144

(B) On each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Group IB Principal Distribution Amount will be made in the following amounts and order of priority:

second, concurrently to the holders of the Class A-1B Certificates, until the Certificate Principal Balance of such class has been reduced to zero; and

third, concurrently, (i) to the holders of the Class A-1A Certificates and (ii) to the holders of the Class A-2 Certificates, after taking into account the distribution of the Group IA Principal Distribution Amount as described above and the Group II Principal Distribution Amount as described below, on a pro rata basis, based on the Certificate Principal Balance of each such class until the Certificate Principal Balance of each such class has been reduced to zero; provided, however that the pro rata allocation to the Class A-2 Certificates pursuant to this clause third shall be based on the total Certificate Principal Balance of the Class A-2 Certificates, but shall be distributed sequentially to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balance of each such class has been reduced to zero.

(C) On each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Group II Principal Distribution Amount will be made in the following amounts and order of priority:

second, sequentially, to the holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balance of each such class has been reduced to zero; and

third, concurrently, (i) to the holders of the Class A-1A Certificates and (ii) to the holders of the Class A-1B Certificates, after taking into account the distribution of the Group IA Principal Distribution Amount and the Group IB Principal Distribution Amount each as described above, on a pro rata basis, based on the Certificate Principal Balance of each such class until the Certificate Principal Balance of each such class has been reduced to zero.

145

(D) On each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the sum of the Group IA Principal Distribution Amount, Group IB Principal Distribution Amount and Group II Principal Distribution Amount remaining undistributed for such Distribution Date will be made sequentially, to the holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case until the Certificate Principal Balance of each such class has been reduced to zero.

(E) On each Distribution Date (i) on or after the Stepdown Date and (ii) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the Group IA Principal Distribution Amount will be made in the following amounts and order of priority:

second, to the holders of the Class A-1A Certificates, the Class A-1A Principal Distribution Amount, until the Certificate Principal Balance of the Class A-1A Certificates has been reduced to zero; and

third, concurrently, (i) to the holders of the Class A-1B Certificates and (ii) to the holders of the Class A-2 Certificates, after taking into account the distribution of the Group IB Principal Distribution Amount and the Group II Principal Distribution Amount on such Distribution Date, on a pro rata basis based on the amount required to satisfy the Targeted Credit Enhancement Test with respect to Class A-1B Certificates on the one hand and the Class A-2 Certificates on the other; provided, however that the distribution to the Class A-2 Certificates pursuant to this clause third shall be made on a sequential basis to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until the Certificate Principal Balance of each such class has been reduced to zero.

(F) On each Distribution Date (i) on or after the Stepdown Date and (ii) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the Group IB Principal Distribution Amount will be made in the following amounts and order of priority:

first, to the Supplemental Interest Trust, an amount equal to the Group IB Allocation Percentage of (i) any Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment owed to the Swap Provider not due to a Swap Provider Trigger Event to the extent not paid from the Interest Remittance Amount on such Distribution Date;

second, to the holders of the Class A-1B Certificates, the Class A-1B Principal Distribution Amount until the Certificate Principal Balance of the Class A-1B Certificates has been reduced to zero; and

third, concurrently, (i) to the holders of the Class A-1A Certificates and (ii) to the holders of the Class A-2 Certificates, after taking into account the distribution of the Group IA Principal Distribution Amount and the Group II Principal Distribution Amount on such Distribution Date, on a pro rata basis based on the amount required to satisfy the Targeted Credit Enhancement Test with respect to Class A-1A Certificates on the one hand and the Class A-2 Certificates on the other; provided, however that the distribution to the Class A-2 Certificates pursuant to this clause third shall be made on a sequential basis to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order.

146

(G) On each Distribution Date (i) on or after the Stepdown Date and (ii) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the Group II Principal Distribution Amount will be made in the following amounts and order of priority:

first, to the Supplemental Interest Trust, an amount equal to the Group II Allocation Percentage of (i) any Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment owed to the Swap Provider not due to a Swap Provider Trigger Event to the extent not paid from the Interest Remittance Amount;

second, sequentially, to the holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, the Class A-2 Principal Distribution Amount, until the Certificate Principal Balance of each such class has been reduced to zero; and

third, concurrently, (i) to the holders of the Class A-1A Certificates and (ii) to the holders of the Class A-1B Certificates, after taking into account the distribution of the Group IA Principal Distribution Amount and the Group IB Principal Distribution Amount on such Distribution Date, on a pro rata basis based on the amount required to satisfy the Target Credit Enhancement Test with respect to the A-1A Certificates on the one hand and the Class A-1B Certificates on the other.

(H) On each Distribution Date (i) on or after the Stepdown Date and (ii) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the Principal Distribution Amount remaining undistributed for such Distribution Date will be made in the following amounts and order of priority:

first, sequentially, to the holders of the Class M-1, Class M-2 and Class M-3 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the amount distributed to the Supplemental Interest Trust and to the holders of the Class A Certificates under (E), (F) and (G) above, and (y) the Class M-1/M-2/M-3 Principal Distribution Amount, in each case, until the Certificate Principal Balances of the Class M-1, Class M-2 and Class M-3 Certificates have been reduced to zero;

second, to the holders of the Class M-4 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amounts distributed to the Supplemental Interest Trust and to the holders of the Class A Certificates under (E), (F) and (G) above, to the holders of the Class M-1, Class M-2 and Class M-3 Certificates under clause first above, and (y) the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-4 Certificates has been reduced to zero;

third, to the holders of the Class M-5 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amounts distributed to the Supplemental Interest Trust and to the holders of the Class A Certificates under (E), (F) and (G) above, to the holders of the Class M-1, Class M-2 and Class M-3 Certificates under clause first above and to the holders of the Class M-4 Certificates under clause second above, and (y) the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-5 Certificates has been reduced to zero;

fourth, to the holders of the Class M-6 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amounts distributed to the Supplemental Interest Trust and to the holders of the Class A Certificates under (E), (F) and (G) above, to the holders of the Class M-1, Class M-2 and Class M-3 Certificates under clause first above, to the holders of the Class M-4 Certificates under clause second above and to the holders of the Class M-5 Certificates under clause third above, and (y) the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-6 Certificates has been reduced to zero;

147

fifth, to the holders of the Class M-7 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amounts distributed to the Supplemental Interest Trust and to the holders of the Class A Certificates under (E), (F) and (G) above, to the holders of the Class M-1, Class M-2 and Class M-3 Certificates under clause first above, to the holders of the Class M-4 Certificates under clause second above, to the holders of the Class M-5 Certificates under clause third above and to the holders of the Class M-6 Certificates under clause fourth above, and (y) the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-7 Certificates has been reduced to zero;

sixth, to the holders of the Class M-8 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amounts distributed to the Supplemental Interest Trust and to the holders of the Class A Certificates under (E), (F) and (G) above, to the holders of the Class M-1, Class M-2 and Class M-3 Certificates under clause first above, to the holders of the Class M-4 Certificates under clause second above, to the holders of the Class M-5 Certificates under clause third above, to the holders of the Class M-6 Certificates under clause fourth above and to the holders of the Class M-7 Certificates under clause fifth above, and (y) the Class M-8 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-8 Certificates has been reduced to zero; and

seventh, to the holders of the Class M-9 Certificates, the lesser of (x) the excess of (i) the Principal Distribution Amount over (ii) the sum of the amounts distributed to the Supplemental Interest Trust and to the holders of the Class A Certificates under (E), (F) and (G) above, to the holders of the Class M-1, Class M-2 and Class M-3 Certificates under clause first above, to the holders of the Class M-4 Certificates under clause second above, to the holders of the Class M-5 Certificates under clause third above, to the holders of the Class M-6 Certificates under clause fourth above, to the holders of the Class M-7 Certificates under clause fifth above and to the holders of the Class M-8 Certificates under clause sixth above, and (y) the Class M-9 Principal Distribution Amount, until the Certificate Principal Balance of the Class M-9 Certificates has been reduced to zero.

The allocation of distributions in respect of principal to the Class A Certificates on each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event has occurred, will have the effect of accelerating the amortization of the Class A Certificates while, in the absence of Realized Losses, increasing the respective percentage interest in the principal balance of the Mortgage Loans evidenced by the Mezzanine Certificates. Increasing the respective percentage interest in the trust fund of the Mezzanine Certificates relative to that of the Class A Certificates is intended to preserve the availability of the subordination provided by the Mezzanine Certificates.

Notwithstanding the priority of distributions described in this section with respect to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, on any Distribution Date which occurs after the Certificate Principal Balances of the Mezzanine Certificates have been reduced to zero distributions in respect of principal to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates will be made on a pro rata basis, based on the Certificate Principal Balance of each such class, until the Certificate Principal Balance of each such class has been reduced to zero.

Table of Fees and Expenses

The following table indicates the fees and expenses to be paid from the cash flows from the Mortgage Loans and other assets of the trust fund, while the Offered Certificates are outstanding.

All fees are expressed in basis points, at an annualized rate, applied to the outstanding aggregate principal balance of the Mortgage Loans.

148

Item

Fee or Expense

Paid To

Paid From

Frequency

Servicing Fee⁽¹⁾	0.5000% per annum of the Scheduled Principal Balance of each Mortgage Loan	Servicer	Mortgage Loan interest collections	Monthly

Master Servicing Fee⁽²⁾	0.0080% per annum of the Scheduled Principal Balance of each Mortgage Loan	Master Servicer	Mortgage Loan interest collections	Monthly

Credit Risk Manager Fee⁽³⁾	0.0140% per annum of the Scheduled Principal Balance of each Mortgage Loan	Credit Risk Manager	Mortgage Loan interest collections	Monthly

P&I Advances and Servicing Advances	To the extent of funds available, the amount of any advances and servicing advances	Servicer or Master Servicer, as applicable	With respect to each Mortgage Loan, late recoveries of the payments of the costs and expenses, liquidation proceeds, Subsequent Recoveries, purchase proceeds or repurchase proceeds for that Mortgage Loan	Time to Time

Nonrecoverable Advances and Servicing Advances	The amount of any advances and servicing advances deemed nonrecoverable	Servicer or Master Servicer, as applicable	All collections on the Mortgage Loans	Time to Time

Reimbursement for certain expenses, costs and liabilities incurred by the Servicer, the Master Servicer, the Securities Administrator, the Sponsor or the Depositor in connection with any legal action relating to the pooling and servicing agreement or the certificates ⁽⁴⁾	The amount of the expenses, costs and liabilities incurred	Servicer, Master Servicer, Securities Administrator, Sponsor or Depositor, as applicable	All collections on the Mortgage Loans	Time to Time

Indemnification expenses	Amounts for which the Sponsor, the Servicer, the Master Servicer, the Securities Administrator and the Depositor are entitled to indemnification ⁽⁵⁾	Servicer, Master Servicer, Securities Administrator Sponsor or Depositor, as applicable	All collections on the Mortgage Loans (or, in the case of the Servicer, the related Mortgage Loans)	Time to Time

149

Item

Fee or Expense

Paid To

Paid From

Frequency


Indemnification expenses	Amounts for which the Trustee or a Custodian is entitled to indemnification ⁽⁶⁾	Trustee or related Custodian, as applicable	All collections on the Mortgage Loans	Time to Time

Reimbursement for any amounts payable by the Trustee or Master Servicer for recording of assignments of mortgages to the extent not paid by the Servicer	The amounts paid by the Trustee or Master Servicer	Trustee or Master Servicer	All collections on the Mortgage Loans	Time to Time

Reimbursement for costs associated with the transfer of servicing or master servicing in the event of termination of the Master Servicer or the Servicer	The amount of costs incurred by the Master Servicer or the Trustee in connection with the transfer of servicing to the Master Servicer or a successor servicer or by the Trustee in the event of termination the Master Servicer, to the extent not paid by the terminated Servicer or Master Servicer	Trustee or Master Servicer, as applicable	All collections on the Mortgage Loans	Time to Time

Reimbursement for any expenses incurred by the Trustee or Securities Administrator in connection with a tax audit of the trust	The amount incurred by the Trustee or Securities Administrator in connection with a tax audit of the trust	Trustee and Securities Administrator	All collections on the Mortgage Loans	Time to Time

____________________________

⁽¹⁾	The servicing fee is paid on a first priority basis from collections allocable to interest on the Mortgage Loans, prior to distributions to the Certificateholders.

⁽²⁾	The master servicing fee is paid on a first priority basis from collections allocable to interest on the Mortgage Loans, prior to distributions to the Certificateholders.

⁽³⁾	The credit risk manager fee is paid on a first priority basis from collection allocable to interest on the Mortgage Loans, prior to distributions to Certificateholders.

⁽⁴⁾	The Master Servicer pays trustee fees and ongoing custodial and safekeeping fees out of its compensation.

⁽⁵⁾	See “The Securities Administrator, The Master Servicer and The Custodians” in this free writing prospectus.

⁽⁶⁾	See “The Trustee“ and “The Securities Administrator, The Master Servicer and The Custodians” in this free writing prospectus.

Credit Enhancement

The credit enhancement provided for the benefit of the holders of the Class A Certificates consists of subordination, as described in this section and overcollateralization, as described under “—Overcollateralization Provisions” in this free writing prospectus.

150

The rights of the holders of the Subordinate Certificates to receive distributions will be subordinated, to the extent described in this section, to the rights of the holders of the Class A Certificates. This subordination is intended to enhance the likelihood of regular receipt by the holders of the Class A Certificates of the full amount of their scheduled monthly payments of interest and principal and to afford holders of the Class A Certificates protection against Realized Losses.

The protection afforded to the holders of the Class A Certificates by means of the subordination of the Subordinate Certificates will be accomplished by (i) the preferential right of the holders of the Class A Certificates to receive on any Distribution Date, prior to distribution on the Subordinate Certificates, distributions in respect of interest and principal, subject to available funds and (ii) if necessary, the right of the holders of the Class A Certificates to receive future distributions of amounts that would otherwise be payable to the holders of the Subordinate Certificates.

In addition, (i) the rights of the holders of the Class M-1 Certificates will be senior to the rights of holders of the Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class CE Certificates, (ii) the rights of the holders of the Class M-2 Certificates will be senior to the rights of the holders of the Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class CE Certificates, (iii) the rights of the holders of the Class M-3 Certificates will be senior to the rights of the holders of the Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class CE Certificates, (iv) the rights of the holders of the Class M-4 Certificates will be senior to the rights of the holders of the Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class CE Certificates, (v) the rights of the holders of the Class M-5 Certificates will be senior to the rights of the holders of the Class M-6, Class M-7, Class M-8, Class M-9 and Class CE Certificates, (vi) the rights of the holders of the Class M-6 Certificates will be senior to the rights of the holders of the Class M-7, Class M-8, Class M-9 and Class CE Certificates, (vii) the rights of the holders of the Class M-7 Certificates will be senior to the rights of the holders of the Class M-8, Class M-9 and Class CE Certificates, (viii) the rights of the holders of the Class M-8 Certificates will be senior to the rights of the holders of the Class M-9 Certificates and Class CE Certificates and (ix) the rights of the holders of the Class M-9 Certificates will be senior to the rights of the holders of the Class CE Certificates. This subordination is intended to enhance the likelihood of regular receipt by the holders of more senior certificates of distributions in respect of interest and principal and to afford these holders protection against Realized Losses.

Overcollateralization Provisions

The weighted average Mortgage Rate for the Mortgage Loans, less the Administration Fee Rate and the amount, expressed as a per annum rate, of any Net Swap Payments payable to the Swap Provider and any Swap Termination Payments payable to the Swap Provider not due to a Swap Provider Trigger Event, is expected to be higher than the weighted average of the Pass-Through Rates on the Offered Certificates, thus generating excess interest collections which, in the absence of Realized Losses, will not be necessary to fund interest distributions on the Offered Certificates. Additional excess interest will be generated by the portion of the Mortgage Pool represented by the Overcollateralization Amount. The pooling and servicing agreement requires that, on each Distribution Date, the Net Monthly Excess Cashflow, if any, be applied on the related Distribution Date as an accelerated payment of principal on the class or classes of Offered Certificates then entitled to receive distributions in respect of principal, but only to the limited extent described in this section.

With respect to any Distribution Date, any Net Monthly Excess Cashflow (or, in the case of clause first below, the Net Monthly Excess Cashflow exclusive of any Overcollateralization Reduction Amount) shall be paid as follows:

151

first, to the holders of the class or classes of certificates then entitled to receive distributions in respect of principal, in an amount equal to the Overcollateralization Increase Amount for such Distribution Date, owed to such holders in accordance with the priorities set forth under “—Principal Distributions on the Offered Certificates” above;

second, sequentially, to the holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in an amount equal to the Interest Carry Forward Amount allocable to each such class;

third, sequentially to the holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in an amount equal to the Allocated Realized Loss Amount allocable to each such class;

fourth, concurrently to the holders of the Class A Certificates, in an amount equal to such certificates’ allocated share of any Prepayment Interest Shortfalls on the related Mortgage Loans to the extent not covered by Compensating Interest paid by the Master Servicer or the Servicer and any shortfalls resulting from the application of the Relief Act or similar state or local law or the bankruptcy code with respect to the related Mortgage Loans;

fifth, sequentially to the holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in an amount equal to each such certificates’ allocated share of any Prepayment Interest Shortfalls on the Mortgage Loans to the extent not covered by Compensating Interest paid by the Master Servicer or the Servicer and any shortfalls resulting from the application of the Relief Act or similar state or local law or the bankruptcy code with respect to the Mortgage Loans;

sixth, to the reserve fund (the “Reserve Fund”) established in accordance with the terms of the pooling and servicing agreement, the amount by which the Net WAC Rate Carryover Amounts, if any, with respect to the Class A Certificates and Mezzanine Certificates exceeds the sum of any amounts received by the Securities Administrator with respect to the Cap Agreements since the prior Distribution Date and any amounts in the Reserve Fund that were not distributed on prior Distribution Dates;

seventh, to the Supplemental Interest Trust, an amount equal to any Swap Termination Payment owed to the Swap Provider, due to a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement;

eighth, to the holders of the Class P Certificates and Class CE Certificates as provided in the Pooling and Servicing Agreement; provided, however, that the Certificate Principal Balance of the Class P Certificates will not be reduced until the Distribution Date following the expiration of the latest prepayment charge term with respect to the Mortgage Loans; and

ninth, to the holders of the Residual Certificates, any remaining amounts.

On each Distribution Date, the Securities Administrator will deposit all amounts received with respect to the Cap Agreements into the Reserve Fund. On each Distribution Date, after making the distributions required under “Interest Distributions on the Offered Certificates”, “Principal Distributions on the Offered Certificates” and after the distribution of the Net Monthly Excess Cashflow as described above, the Securities Administrator will withdraw from the Reserve Fund (which shall include any payments received under the Cap Agreements) the amounts on deposit therein and distribute such amounts to the Class A Certificates and the Mezzanine Certificates in respect of any Net WAC Rate Carryover Amounts due to each such class in the following manner and order of priority:

152

(A) any amounts received by the Securities Administrator on account of the Group IA Cap Agreement will be distributed to the holders of the Class A-1A Certificates in respect of the related Net WAC Rate Carryover Amount for such Distribution Date;

(B) any amounts received by the Securities Administrator on account of the Group IB Cap Agreement will be distributed to the holders of the Class A-1B Certificates in respect of the related Net WAC Rate Carryover Amount for such Distribution Date;

(C) any amounts received by the Securities Administrator on account of the Group II Cap Agreement will be distributed concurrently to the holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates in respect of the related Net WAC Rate Carryover Amount for such Distribution Date, on a pro rata basis, based on the entitlement of each such class;

(D) any remaining amounts received by the Securities Administrator on account of the Cap Agreements will be distributed sequentially to the holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in respect of the related Net WAC Rate Carryover Amount for each such class for such Distribution Date;

(E) any amounts deposited in the Reserve Fund from the Net Monthly Excess Cashflow will be distributed:

first, concurrently, (i) to the holders of the Class A-1A Certificates, the related Net WAC Rate Carryover Amount for such Distribution Date to the extent not paid pursuant to clause (A) above, (ii) to the holders of the Class A-1B Certificates, the related Net WAC Rate Carryover Amount for such Distribution Date to the extent not paid pursuant to clause (B) above and (iii) to the holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, the related Net WAC Rate Carryover Amount for such Distribution Date to the extent not paid pursuant to clause (C) above, on a pro rata basis, based on the entitlement of each such class; and

second, sequentially, to the holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in respect of the related Net WAC Rate Carryover Amount for each such class for such Distribution Date to the extent not paid pursuant to clause (D) above.

As of the Closing Date, the aggregate principal balance of the Mortgage Loans as of the Cut-off Date will exceed the sum of the aggregate Certificate Principal Balances of the Offered Certificates and the Class P Certificates by an amount equal to approximately $19,354,381 (subject to a permitted variance of plus or minus 10%), which is equal to the initial Certificate Principal Balance of the Class CE Certificates. This amount represents approximately 2.85% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, which is the initial amount of overcollateralization required to be provided by the Mortgage Pool under the pooling and servicing agreement. Under the pooling and servicing agreement, the Overcollateralization Amount is required to be maintained at the “Required Overcollateralization Amount.” In the event that Realized Losses are incurred on the Mortgage Loans, such Realized Losses may result in an overcollateralization deficiency since the Realized Losses will reduce the principal balance of the Mortgage Loans without a corresponding reduction to the aggregate Certificate Principal Balances of the Offered Certificates. In the event of an overcollateralization deficiency, the pooling and servicing agreement requires the payment from Net Monthly Excess Cashflow and any Net Swap Payments received from the Swap Provider in respect of the Interest Rate Swap Agreement, subject to available funds, of an amount equal to the overcollateralization deficiency, which shall constitute a principal distribution on the Offered Certificates in reduction of the Certificate Principal Balances of the Offered Certificates. These payments have the effect of accelerating the amortization of the Offered Certificates relative to the amortization of the Mortgage Loans, and of increasing the Overcollateralization Amount.

153

On and after the Stepdown Date and provided that a Trigger Event is not in effect, the Required Overcollateralization Amount may be permitted to decrease (“step down”), to a level equal to a percentage ranging from 4.70% to 6.70% of the then current aggregate outstanding principal balance of the Mortgage Loans (after giving effect to principal payments to be distributed on the related Distribution Date), subject to a floor equal to the product (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as of the Cut-off Date. In the event that the Required Overcollateralization Amount is permitted to step down on any Distribution Date, the pooling and servicing agreement provides that a portion of the principal which would otherwise be distributed to the holders of the Offered Certificates on the related Distribution Date shall be distributed to the holders of the Class CE Certificates pursuant to the priorities set forth above.

With respect to each Distribution Date, the Overcollateralization Reduction Amount, after taking into account all other distributions to be made on the related Distribution Date, shall be distributed as Net Monthly Excess Cashflow pursuant to the priorities set forth above. This has the effect of decelerating the amortization of the Offered Certificates relative to the amortization of the Mortgage Loans, and of reducing the Overcollateralization Amount. However, if on any Distribution Date a Trigger Event is in effect, the Required Overcollateralization Amount will not be permitted to step down on the related Distribution Date.

Allocation of Losses; Subordination

With respect to any defaulted Mortgage Loan that is finally liquidated through foreclosure sale or disposition of the related Mortgaged Property (if acquired on behalf of the certificateholders by deed in lieu of foreclosure or otherwise), the amount of loss realized, if any, will equal the portion of the unpaid principal balance remaining, if any, plus interest thereon through the last day of the month in which the related Mortgage Loan was finally liquidated or charged-off, after application of all amounts recovered (net of amounts reimbursable to the Servicer or the Master Servicer for P&I Advances, servicing advances and other related expenses, including attorneys’ fees) towards interest and principal owing on the Mortgage Loan. The amount of loss realized and any Bankruptcy Losses are referred to in this free writing prospectus as “Realized Losses.” In the event that amounts recovered in connection with the final liquidation of a defaulted Mortgage Loan are insufficient to reimburse the Servicer or the Master Servicer for P&I Advances, servicing advances and unpaid servicing fees, these amounts may be reimbursed to the Servicer or the Master Servicer out of any funds in the collection account prior to any remittance to the Securities Administrator of funds for distribution on the certificates. In addition, to the extent the Servicer receives Subsequent Recoveries with respect to any defaulted Mortgage Loan, the amount of the Realized Loss with respect to that defaulted Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the Certificate Principal Balance of any class of Certificates on any Distribution Date.

Any Realized Losses on the Mortgage Loans will be allocated on any Distribution Date: first, to Net Monthly Excess Cashflow and to Net Swap Payments received from the Swap Provider under the Interest Rate Swap Agreement for that purpose, second, to the Class CE Certificates, third, to the Class M-9 Certificates until the Certificate Principal Balance of the Class M-9 Certificates has been reduced to zero, fourth, to the Class M-8 Certificates until the Certificate Principal Balance of the Class M-8 Certificates has been reduced to zero, fifth, to the Class M-7 Certificates until the Certificate Principal Balance of the Class M-7 Certificates has been reduced to zero, sixth, to the Class M-6 Certificates until the Certificate Principal Balance of the Class M-6 Certificates has been reduced to zero, seventh, to the Class M-5 Certificates until the Certificate Principal Balance of the Class M-5 Certificates has been reduced to zero, eighth, to the Class M-4 Certificates until the Certificate Principal Balance of the Class M-4 Certificates has been reduced to zero, ninth, to the Class M-3 Certificates until the Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero, tenth, to the Class M-2 Certificates until the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero and eleventh, to the Class M-1 Certificates until the Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero.

154

The pooling and servicing agreement does not permit the allocation of Realized Losses to the Class A Certificates or Class P Certificates. Investors in the Class A Certificates should note that although Realized Losses cannot be allocated to the Class A Certificates, under certain loss scenarios there will not be enough principal and interest on the Mortgage Loans to pay the Class A Certificates all interest and principal amounts to which they are then entitled.

Except as described below, once Realized Losses have been allocated to the Mezzanine Certificates, such amounts with respect to such certificates will no longer accrue interest, and such amounts will not be reinstated thereafter (except in the case of Subsequent Recoveries as described below). However, Allocated Realized Loss Amounts may be paid to the holders of the Mezzanine Certificates from Net Monthly Excess Cashflow and from amounts received by the Securities Administrator under the Interest Rate Swap Agreement, according to the priorities set forth under “—Overcollateralization Provisions” and “—The Interest Rate Swap Agreement” above.

Any allocation of a Realized Loss to a Mezzanine Certificate will be made by reducing the Certificate Principal Balance of that Certificate by the amount so allocated as of the Distribution Date in the month following the calendar month in which the Realized Loss was incurred. Notwithstanding anything to the contrary described in this free writing prospectus, in no event will the Certificate Principal Balance of any Mezzanine Certificate be reduced more than once in respect of any particular amount both (i) allocable to such certificate in respect of Realized Losses and (ii) payable as principal to the holder of such certificate from Net Monthly Excess Cashflow and from amounts on deposit in the Supplemental Interest Trust.

A “Bankruptcy Loss” is a Deficient Valuation or a Debt Service Reduction. With respect to any Mortgage Loan, a “Deficient Valuation” is a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, which valuation results from a proceeding initiated under the United States Bankruptcy Code. A “Debt Service Reduction” is any reduction in the amount which a mortgagor is obligated to pay on a monthly basis with respect to a Mortgage Loan as a result of any proceeding initiated under the United States Bankruptcy Code, other than a reduction attributable to a Deficient Valuation.

In the event that the Servicer receives any Subsequent Recoveries, such Subsequent Recoveries will be distributed as part of the Available Distribution Amount in accordance with the priorities described under “Description of the Certificates” in this free writing prospectus and the Certificate Principal Balance of each class of Mezzanine Certificates that has been reduced by the allocation of a Realized Loss to such certificate will be increased, in order of seniority, by the amount of such Subsequent Recoveries but only to the extent that such certificate has not been reimbursed for the amount of such Realized Loss (or any portion thereof) allocated to such certificate from Net Monthly Excess Cashflow as described under “Description of the Certificates—Overcollateralization Provisions” and from amounts on deposit in the Supplemental Interest Trust as described under “Description of the Certificates—The Interest Rate Swap Agreement” in this free writing prospectus. Holders of such certificates will not be entitled to any payment in respect of current interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs.

155

Reports to Certificateholders

On each Distribution Date, the Securities Administrator will make available to each certificateholder and the Depositor a statement generally setting forth, among other information:

1. the applicable Interest Accrual Periods and general Distribution Dates;

2. with respect to each loan group, the total cash flows received and the general sources thereof;

3. the amount, if any, of fees or expenses accrued and paid, with an identification of the payee and the general purpose of such fees;

4. with respect to each loan group, the amount of the related distribution to holders of the Offered Certificates (by class) allocable to principal, separately identifying (A) the aggregate amount of any principal prepayments included therein, (B) the aggregate of all scheduled payments of principal included therein and (C) any Overcollateralization Increase Amount included therein;

5. with respect to each loan group, the amount of such distribution to holders of the Offered Certificates (by class) allocable to interest and the portion thereof, if any, provided by the Interest Rate Swap Agreement in the aggregate;

6. with respect to each loan group, the Interest Carry Forward Amounts and any Net WAC Rate Carryover Amounts for the related Offered Certificates (if any);

7. with respect to each loan group, the Certificate Principal Balance of the related Offered Certificates before and after giving effect to the distribution of principal and allocation of Allocated Realized Loss Amounts on such distribution date;

8. with respect to each loan group, the number and Scheduled Principal Balance of all the Mortgage Loans for the following Distribution Date;

9. the Pass-Through Rate for each class of Offered Certificates for such Distribution Date;

10. the aggregate amount of advances included in the distributions on the Distribution Date (including the general purpose of such advances);

11. with respect to each loan group, the number and aggregate principal balance of any Mortgage Loans (not including any Liquidated Mortgage Loans as of the end of the Prepayment Period) that were (A) delinquent (exclusive of Mortgage Loans in foreclosure) using the “OTS” method (1) one scheduled payment is delinquent, (2) two scheduled payments are delinquent, (3) three scheduled payments are delinquent and (4) foreclosure proceedings have been commenced, and loss information for the period;

12. with respect to each loan group, the amount of, if any, of excess cashflow or excess spread and the application of such excess cashflow;

156

13. with respect to each loan group and any Mortgage Loan that was liquidated during the preceding calendar month, the loan number and Scheduled Principal Balance of, and Realized Loss on, such Mortgage Loan as of the end of the related Prepayment Period;

14. with respect to each loan group, whether the Stepdown Date has occurred and whether a Trigger Event is in effect;

15. with respect to each loan group, the total number and principal balance of any real estate owned, or REO, properties as of the end of the related Prepayment Period;

16. with respect to each loan group, the cumulative Realized Losses through the end of the preceding month;

17. with respect to each loan group, the three-month rolling average of the percent equivalent of a fraction, the numerator of which is the aggregate Scheduled Principal Balance of the Mortgage Loans in such loan group that are 60 days or more delinquent or are in bankruptcy or foreclosure or are REO properties, and the denominator of which is the Scheduled Principal Balances of all of the Mortgage Loans in such loan group;

18. with respect to each loan group, the amount of the Prepayment Charges remitted by the Servicer;

19. the amount of any cap payments payable to the trust by the Cap Provider; and

20. the amount of any Net Swap Payment payable to the trust, any related Net Swap Payment payable to the Swap Provider, any Swap Termination Payment payable to the trust and any related Swap Termination Payment payable to the Swap Provider.

On each Distribution Date, the Securities Administrator will make the monthly statement (and, at its option, any additional files containing the same information in an alternative format) available each month via the Securities Administrator’s internet website. Assistance in using the website can be obtained by calling the Securities Administrator’s customer service desk at (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 Securities Administrator’s customer service desk and indicating such. The Securities Administrator shall have the right to change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Securities Administrator shall provide timely and adequate notification to all above parties regarding any such changes.

The annual reports on Form 10-K, the distribution reports on Form 10-D, the current reports on Form 8-K and amendments to those reports in each case, as prepared and filed by the Securities Administrator with respect to the trust pursuant to section 13(a) or 15(d) of the Exchange Act will be made available on the website of the Securities Administrator as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission.

In addition, within a reasonable period of time after the end of each calendar year, the Securities Administrator will, upon written request, prepare and deliver to each holder of a Certificate of record during the previous calendar year a statement containing information necessary to enable Certificateholders to prepare their tax returns. Such statements will not have been examined and reported upon by an independent public accountant.

157

STATIC POOL INFORMATION

Static pool information material to this offering may be found at http://regab.db.com.

Information provided through the Internet address above will not be deemed to be a part of this prospectus or the registration statement for the securities offered hereby if it relates to any prior securities pool or vintage formed before January 1, 2006, or with respect to the mortgage pool (if applicable) any period before January 1, 2006.

ISSUING ENTITY

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 is a common law trust formed under the laws of the State of New York pursuant to the pooling and servicing agreement between the Depositor, the Servicer, the Master Servicer, the Securities Administrator and the Trustee, dated as of September 1, 2006 (the “Pooling and Servicing Agreement”). The Pooling and Servicing Agreement constitutes the “governing instrument” under the laws of the State of New York. After its formation, the ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 will not engage in any activity other than (i) acquiring and holding the Mortgage Loans and the other assets of the Trust and proceeds therefrom, (ii) issuing the Certificates, (iii) making payments on the Certificates and (iv) engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The foregoing restrictions are contained in the Pooling and Servicing Agreement. These restrictions cannot be amended without the consent of holders of Certificates evidencing at least 51% of the voting rights. For a description of other provisions relating to amending the Pooling and Servicing Agreement, please see “Description of the Agreements — Amendment” in the prospectus.

The assets of the ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 will consist of the Mortgage Loans and certain related assets.

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6’s fiscal year end is December 31.

THE DEPOSITOR

ACE Securities Corp., the Depositor, is a special purpose corporation incorporated in the State of Delaware on June 3, 1998. The principal executive offices of the Depositor are located at 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211. Its telephone number is (704) 365-0569. The Depositor does not have, nor is it expected in the future to have, any significant assets.

The limited purposes of the Depositor are, in general, to acquire, own and sell mortgage loans and financial assets; to issue, acquire, own, hold and sell securities and notes secured by or representing ownership interests in mortgage loans and other financial assets, collections on the mortgage loans and related assets; and to engage in any acts that are incidental to, or necessary, suitable or convenient to accomplish, these purposes.

The Depositor has been serving as a private secondary mortgage market conduit for residential mortgage loans since 1999. Since that time it has been involved in the issuance of securities backed by residential mortgage loans in excess of $30 billion.

After issuance and registration of the securities contemplated in this free writing prospectus, the Depositor will have no duties or responsibilities with respect to the pool assets or securities other than any obligations with respect to the filing of any reports under the Exchange Act as set forth in the Pooling and Servicing Agreement.

158

All of the shares of capital stock of the Depositor are held by Altamont Holdings Corp., a Delaware corporation.

THE SPONSOR

DB Structured Products, Inc. is the Sponsor. The Sponsor was incorporated in the State of Delaware on February 4, 1970 under the name “Sharps Pixley Incorporated”. The name of the Sponsor was changed on January 3, 1994 to Deutsche Bank Sharps Pixley Inc., and subsequently changed on January 2, 2002 to DB Structured Products, Inc. The Sponsor maintains its principal office at 60 Wall Street, New York, New York 10005. Its telephone number is (212) 250-2500.

Through September 30, 2006, the Sponsor has purchased over $25 billion in residential mortgage loans. This includes the purchase of newly originated non-agency loans, as well as seasoned, program exception, sub-performing and non-performing loans.

The Sponsor has been securitizing residential mortgage loans since 2004. The following table describes size, composition and growth of the Sponsor’s total portfolio of assets it has securitized as of the dates indicated.

	December 31, 2004				December 31, 2005				September 30, 2006
			Total Portfolio				Total Portfolio				Total Portfolio
			of Loans				of Loans				of Loans
Loan Type	Number		($)		Number		($)		Number		($)
Alt-A ARM		—		—		3,466		1,088,327,305		12,139		3,702,747,571
Alt-A/Alt-B Fixed		—		—		17,892		3,361,707,721		14,182		2,855,024,224
Alt-A Mixed		—		—		—		—		3,602		947,810,575
Prime ARM		3,612		1,096,433,033		—		—		—		—
Prime Fixed		5,275		986,186,740		—		—		—		—
Scratch & Dent/Reperf		1,376		135,671,795		4,913		500,710,103		1,807		315,271,319
Seconds		—		—		5,227		258,281,341		36,822		2,082,515,320
SubPrime		31,174		5,481,240,453		71,747		13,066,859,416		76,110		14,071,814,009
Seasoned		—		—		1,827		165,210,069		—		—
TOTAL:		41,437		7,699,532,021		105,072		18,441,095,955		144,662		23,975,183,018

SERVICING OF THE MORTGAGE LOANS

General

Primary servicing of the Mortgage Loans will be provided by Ocwen Loan Servicing, LLC (“Ocwen”). Ocwen will service the Mortgage Loans in accordance with the Pooling and Servicing Agreement. The Master Servicer will be required to monitor Ocwen’s performance under the Pooling and Servicing Agreement. In the event of a default by Ocwen under the Pooling and Servicing Agreement, the Master Servicer shall enforce any remedies against Ocwen.

The information set forth in the following paragraphs has been provided by Ocwen.

Ocwen Loan Servicing, LLC (“Ocwen”), a Delaware limited liability company, has its primary servicing operations in Orlando, Florida and its corporate offices in West Palm Beach, Florida. Ocwen is a wholly owned subsidiary of Ocwen Financial Corporation, a public financial services holding company (“OCN”) headquartered in West Palm Beach, Florida. OCN’s primary businesses are the servicing, special servicing and resolution of nonconforming, subperforming and nonperforming residential and commercial mortgage loans for third parties, as well as providing loan servicing technology and business-to-business e-commerce solutions for the mortgage and real estate industries.

159

As of September 30, 2006, OCN had approximately $1.913 billion in assets, including $192.2 million of cash, approximately $1.374 billion in liabilities and approximately $537.2 million in equity. For the quarter ended September 30, 2006, OCN’s net income was approximately $17.0 million, as compared to approximately $159.1 million (including a tax benefit of $141.7 million) reported for the quarter ended June 30, 2006.

Ocwen is rated as a “Strong” residential subprime servicer and residential special servicer by Standard & Poor’s and has an “RPS2” rating as a subprime servicer and an “RSS2” rating as special servicer from Fitch Ratings. Ocwen is also rated “SQ2-” (“Above Average”) as a primary servicer of subprime loans and “SQ2” (“Above Average”) as a special servicer by Moody’s Investors Service, Inc. On April 23, 2004, Standard & Poor’s placed its “Strong” residential subprime servicer and residential special servicer ratings assigned to Ocwen on “Credit Watch with negative implications.” Ocwen is an approved Freddie Mac and Fannie Mae seller/servicer.

Ocwen, as successor in interest to Ocwen Federal Bank, and OCN are defendants in several potential class action lawsuits challenging Ocwen’s mortgage servicing practices. To date, no such lawsuit has been certified by any court as a class action. On April 13, 2004, these lawsuits were consolidated in a single proceeding in the United States District Court for the District of Illinois under caption styled: Ocwen Federal Bank FSB Mortgage Servicing Litigation, MDL Docket No. 1604. Ocwen believes that its servicing practices comply with legal requirements and is vigorously defending against such lawsuits. Ocwen is also subject to various other routine pending litigation in the ordinary course of its business. While the outcome of litigation is always uncertain, Ocwen’s management is of the opinion that the resolution of any of these claims and lawsuits will not have a material adverse effect on the results of its operations or financial condition or its ability to service the mortgage loans.

On February 9, 2006, a trial court in Galveston, Texas entered judgment in the amount of $1.8 million in compensatory and statutory damages and attorneys’ fees against Ocwen in favor of a plaintiff borrower whose mortgage loan was serviced by Ocwen. The plaintiff brought the claims under the Texas Deceptive Trade Practices Act and other state statutes and common law generally alleging that Ocwen engaged in improper loan servicing practices. Ocwen believes that the judgment is against the weight of evidence and contrary to law and that the attorneys’ fees award, which comprises $1.1 million of the judgment should be reduced as impermissibly excessive. Ocwen appealed the decision and will continue to vigorously defend this matter.

On September 13, 2006, a complaint was filed in the United States Bankruptcy Court in Delaware against Ocwen and other parties by the Chapter 7 Trustee of American Business Financial Services, Inc. and its subsidiaries (collectively, “ABFS”) alleging various improper activities and conduct that have harmed ABFS. Claims against Ocwen include damages resulting from improperly servicing mortgage loans included in ABFS-sponsored securitizations and from actions relating to the acquisition of servicing rights from ABFS on those securitizations. Ocwen believes the claims made by ABFS are without merit and intends to vigorously defend the matter.

Ocwen, including its predecessors, has significant experience in servicing residential and commercial mortgage loans and has been servicing residential mortgage loans since 1988, and non-prime mortgage loans since 1994. Ocwen is one of the largest third-party subprime mortgage loan servicers in the United States. OCN and its related companies currently employ more than 3,500 people worldwide with domestic residential mortgage loan servicing and processing centers in Orlando, Florida and Chicago, Illinois and related international offices in Bangalore and Mumbai, India. Ocwen specializes in the management of sub-performing and non-performing assets, including severely delinquent and labor-intensive mortgage loans and REO assets. Ocwen’s servicing experience generally includes collection, loss mitigation, default reporting, bankruptcy, foreclosure and REO property management.

160

As of September 30, 2006, Ocwen provided servicing for residential mortgage loans with an aggregate unpaid principal balance of approximately $50.8 billion, substantially all of which are being serviced for third parties, including loans in over 250 securitizations. The table below sets forth the aggregate unpaid principal balance of the subprime mortgage loans serviced by Ocwen at the end of each of the indicated periods.

Ocwen

Subprime Servicing Portfolio

(Dollars in Thousands)

Aggregate Principal Balance as of December 31, 2002	Aggregate Principal Balance as of December 31, 2003	Aggregate Principal Balance as of December 31, 2004	Aggregate Principal Balance as of December 31, 2005	Aggregate Principal Balance as of September 30, 2006

$26,356,007	$30,551,242	$28,367,753	$37,424,696	$39,232,629

Ocwen’s Delinquency and Foreclosure Experience

The following tables set forth, for the subprime mortgage loan servicing portfolio serviced by Ocwen, certain information relating to the delinquency, foreclosure, REO and loss experience with respect to such mortgage loans (including loans in foreclosure in Ocwen’s servicing portfolio (which portfolio does not include mortgage loans that are subserviced by others)) at the end of the indicated periods. The indicated periods of delinquency are based on the number of days past due on a contractual basis. No mortgage loan is considered delinquent for these purposes until it is one month past due on a contractual basis. Ocwen’s portfolio may differ significantly from the mortgage loans in the mortgage loan pool in terms of interest rates, principal balances, geographic distribution, types of properties, lien priority, origination and underwriting criteria, prior servicer performance and other possibly relevant characteristics. There can be no assurance, and no representation is made, that the delinquency and foreclosure experience with respect to the mortgage loans in the mortgage loan pool will be similar to that reflected in the table below, nor is any representation made as to the rate at which losses may be experienced on liquidation of defaulted mortgage loans in the mortgage loan pool. The actual delinquency experience with respect to the mortgage loans in the mortgage loan pool will depend, among other things, upon the value of the real estate securing such mortgage loans in the mortgage loan pool and the ability of the related borrower to make required payments. It should be noted that if the residential real estate market should experience an overall decline in property values, the actual rates of delinquencies and foreclosures could be higher than those previously experienced by Ocwen. In addition, adverse economic conditions may affect the timely payment by borrowers of scheduled payments of principal and interest on the mortgage loans in the mortgage loan pool and, accordingly, the actual rates of delinquencies and foreclosures with respect to the mortgage loan pool. Finally, the statistics shown below represent the delinquency experience for Ocwen’s mortgage servicing portfolio only for the periods presented, whereas the aggregate delinquency experience with respect to the mortgage loans comprising the mortgage loan pool will depend on the results obtained over the life of the mortgage loan pool.

161

Ocwen

Delinquencies and Foreclosures

(Dollars in Thousands)

	As of December 31, 2003										As of December 31, 2004
	By No. Of Loans		By Dollar Amount		Percent by No. of Loans			Percent by Dollar Amount			By No. Of Loans		By Dollar Amount		Percent by No. of Loans			Percent by Dollar Amount

Total Portfolio		256,891	$	30,551,242		100.00	%		100.00	%		237,985	$	28,367,753		100.00	%		100.00	%
Period of Delinquency⁽¹⁾
30-59 days		10,662	$	1,117,125		4.15	%		3.66	%		11,251	$	1,127,427		4.73	%		3.97	%
60-89 days		4,595	$	488,900		1.79	%		1.60	%		5,066	$	515,826		2.13	%		1.82	%
90 days or more		24,050	$	2,341,837		9.36	%		7.67	%		26,459	$	2,545,313		11.12	%		8.97	%
Total Delinquent Loans		39,307	$	3,947,862		15.30	%		12.92	%		42,776	$	4,188,566		17.97	%		14.77	%
Loans in Foreclosure⁽²⁾		9,800	$	1,057,710		3.81	%		3.46	%		9,599	$	975,961		4.03	%		3.44	%

162

	As of December 31, 2005										As of September 30, 2006
	By No. Of Loans		By Dollar Amount		Percent by No. of Loans			Percent by Dollar Amount			By No. Of Loans		By Dollar Amount		Percent by No. of Loans			Percent by Dollar Amount

Total Portfolio		304,153	$	37,424,696		100.00	%		100.00	%		299,223	$	39,232,629		100.00	%		100.00	%
Period of Delinquency⁽¹⁾
30-59 days		15,854	$	1,678,284		5.21	%		4.48	%		15,995	$	1,936,476		5.35	%		4.94	%
60-89 days		7,701	$	773,139		2.53	%		2.07	%		9,021	$	1,101,279		3.01	%		2.81	%
90 days or more		34,669	$	3,336,423		11.40	%		8.92	%		39,611	$	4,411,617		13.24	%		11.24	%
Total Delinquent Loans		58,224	$	5,787,845		19.14	%		15.47	%		64,627	$	7,449,371		21.60	%		18.99	%
Loans in Foreclosure⁽²⁾		9,057	$	924,118		2.98	%		2.47	%		12,413	$	1,629,316		4.15	%		4.15	%

^{______________________________________}

Class		Initial Certificate Principal Balance⁽¹⁾	Pass-Through Rate	Scheduled Final Maturity Date
A-1A	$	166,575,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
A-1B	$	96,477,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
A-2A	$	127,255,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
A-2B	$	59,338,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
A-2C	$	47,003,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
A-2D	$	42,541,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
M-1	$	24,786,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
M-2	$	22,410,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
M-3	$	13,242,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
M-4	$	12,223,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
M-5	$	11,884,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
M-6	$	10,865,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
M-7	$	10,865,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
M-8	$	7,470,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036
M-9	$	6,791,000	One-Month LIBOR + [___]%⁽²⁾⁽³⁾	December 25, 2036

SUMMARY OF FREE WRITING PROSPECTUS	1
RISK FACTORS	12
USE OF PROCEEDS	22
THE MORTGAGE POOL	22
YIELD ON THE CERTIFICATES	75
DESCRIPTION OF THE CERTIFICATES	114
STATIC POOL INFORMATION	158
ISSUING ENTITY	158
THE DEPOSITOR	158
THE SPONSOR	159
SERVICING OF THE MORTGAGE LOANS	159
THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER AND THE CUSTODIANS	170
THE TRUSTEE	173
THE CREDIT RISK MANAGER	176
POOLING AND SERVICING AGREEMENT	176
FEDERAL INCOME TAX CONSEQUENCES	181
METHOD OF DISTRIBUTION	184
SECONDARY MARKET	185
LEGAL MATTERS	185
RATINGS	185
LEGAL PROCEEDINGS	187
AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS	187
LEGAL INVESTMENT	187
CONSIDERATIONS FOR BENEFIT PLAN INVESTORS	189
AVAILABLE INFORMATION	191
REPORTS TO CERTIFICATEHOLDERS	191
INCORPORATION OF INFORMATION BY REFERENCE	192
ANNEX I	I-1

Issuing Entity		ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6.

Title of Series		ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP6 Asset Backed Pass-Through Certificates.

Cut-off Date		November 1, 2006.

Closing Date		On or about November 29, 2006.

Depositor		ACE Securities Corp., a Delaware corporation. See “The Depositor” in this free writing prospectus.

Originator		DB Structured Products, Inc., a Delaware corporation.

Sponsor		DB Structured Products, Inc., a Delaware corporation. See “The Sponsor” in this free writing prospectus.

Master Servicer		Wells Fargo Bank, National Association, a national banking association. See “The Securities Administrator, The Master Servicer and The Custodians” in this free writing prospectus.

Servicer		Ocwen Loan Servicing, LLC. See “Servicing of the Mortgage Loans” in this free writing prospectus.

Trustee		HSBC Bank USA, National Association, a national banking association, will be the trustee of the trust and the supplemental interest trust. See “The Trustee” in this free writing prospectus.

Securities Administrator		Wells Fargo Bank, National Association. See “The Securities Administrator, The Master Servicer and The Custodians” in this free writing prospectus.

Custodians		Wells Fargo Bank, National Association and Deutsche Bank National Trust Company. See “The Securities Administrator, The Master Servicer and The Custodians” in this free writing prospectus.

Distribution Dates		Distributions on the Offered Certificates will be made on the 25th day of each month, or, if that day is not a business day, on the next succeeding business day, beginning in December 2006. The assumed final Distribution Date for the Offered Certificates is the Distribution Date in December 2036.

Range of mortgage rates:	5.625% to 14.875%.

Weighted average mortgage rate:	8.441%.

Range of gross margins:	2.250% to 8.750%.

Weighted average gross margin:	5.663%.

Range of minimum mortgage rates:	5.625% to 12.125%.

Weighted average minimum mortgage rate:	8.281%.

Range of maximum mortgage rates:	11.625% to 18.125%.

Weighted average maximum mortgage rate:	14.292%.

Weighted average remaining term
to stated maturity:	349 months.

Range of principal balances:	$11,400 to $508,000.

Average principal balance:	$134,396.

Range of original combined
loan-to-value ratios:	20.00% to 100.00%.

Weighted average original combined
loan-to value ratio:	83.43%.

Weighted average next adjustment date:	December 2, 2008.

Range of mortgage rates:	6.000% to 12.875%.

Weighted average mortgage rate:	8.497%.

Range of gross margins:	1.000% to 7.780%.

Weighted average gross margin:	5.724%.

Range of minimum mortgage rates:	6.000% to 12.750%.

Weighted average minimum mortgage rate:	8.285%.

Range of maximum mortgage rates:	12.000% to 18.750%.

Weighted average maximum mortgage rate:	14.286%.

Weighted average remaining term
to stated maturity:	345 months.

Range of principal balances:	$12,294 to $413,175.

Average principal balance:	$124,880.

Range of original combined
loan-to-value ratios:	16.18% to 100.00%.

Weighted average original combined
loan-to value ratio:	84.56%.

Weighted average next adjustment date:	December 24, 2008.

Credit Risk Manager		Clayton Fixed Income Services Inc. (formerly known as The Murrayhill Company). See “The Credit Risk Manager” in this free writing prospectus.

Offered Certificates		Only the certificates listed on the cover of this free writing prospectus are being offered by this free writing prospectus. Each class of Offered Certificates will have the initial certificate principal balance and pass-through rate set forth or described in the table appearing on the cover of this free writing prospectus.

Range of mortgage rates:	5.375% to 14.625%.

Weighted average mortgage rate:	8.153%.

Range of gross margins:	2.250% to 8.750%.

Weighted average gross margin:	5.606%.

Range of minimum mortgage rates:	5.375% to 12.875%.

Weighted average minimum mortgage rate:	8.046%.

Range of maximum mortgage rates:	10.125% to 18.875%.

Weighted average maximum mortgage rate:	14.047%.

Weighted average remaining term
to stated maturity:	351 months.

Range of principal balances:	$10,388 to $1,220,000.

Average principal balance:	$220,393.

Range of original combined
loan-to-value ratios:	21.70% to 100.00%.

Weighted average original combined
loan-to value ratio:	82.60%.

Weighted average next adjustment date:	December 5, 2008.

Range of mortgage rates:	5.375% to 14.875%.

Weighted average mortgage rate:	8.303%.

Range of gross margins:	1.000% to 8.750%.

Weighted average gross margin:	5.643%.

Range of minimum mortgage rates:	5.375% to 12.875%.

Weighted average minimum mortgage rate:	8.157%

Range of maximum mortgage rates:	10.125% to18.875%.

Weighted average maximum mortgage rate:	14.161%.

Weighted average remaining term
to stated maturity:	349 months.

Range of principal balances:	$10,388 to $1,220,000.

Average principal balance:	$165,146.

Range of original combined
loan-to-value ratios:	16.18% to 100.00%.

Weighted average original combined
loan-to value ratio:	83.21%.

Weighted average next adjustment date:	December 7, 2008.

Offered Certificates	S&P	Moody’s
Class A-1A	AAA	Aaa
Class A-1B	AAA	Aaa
Class A-2A	AAA	Aaa
Class A-2B	AAA	Aaa
Class A-2C	AAA	Aaa
Class A-2D	AAA	Aaa
Class M-1	AA+	Aa1
Class M-2	AA+	Aa2
Class M-3	AA+	Aa3
Class M-4	AA	A1
Class M-5	AA	A2
Class M-6	A+	A3
Class M-7	A	Baa1
Class M-8	A-	Baa2
Class M-9	BBB+	Baa3

Historical Delinquency	Number of Mortgage Loans		Aggregate Remaining Principal Balance		% of Aggregate Remaining Principal Balance
90 Days Delinquent		3	$	332,186		0.05	%
Never Delinquent		3,746		621,722,088		91.55
Not Available		363		57,025,207		8.40
Total:		4,112	$	679,079,481		100.00	%

Collateral Type	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
Fixed - 10 Year		1	$	63,581		0.01	%
Fixed - 15 Year		19		2,003,902		0.30
Fixed - 20 Year		13		876,026		0.13
Fixed - 30 Year		441		65,550,356		9.65
Balloon - 15/30		713		33,038,349		4.87
Balloon - 20/30		3		111,842		0.02
Balloon - 30/40		78		13,012,114		1.92
ARM - 6 Month		3		591,934		0.09
ARM - 6 Month IO		3		1,152,797		0.17
ARM - 6 Month 30/40		1		187,902		0.03
ARM - 1 Year/6 Month		11		1,688,394		0.25
ARM - 1 Year/6 Month 30/40 Balloon		2		319,825		0.05
ARM - 1 Year/6 Month IO		17		5,541,752		0.82
ARM - 2 Year/6 Month		977		144,369,697		21.26
ARM - 2 Year/6 Month IO		854		209,960,229		30.92
ARM - 2 Year/6 Month 30/40 Balloon		265		56,826,613		8.37
ARM - 2 Year/6 Month 30/50 Balloon		118		31,483,704		4.64
ARM - 3 Year/6 Month		221		32,162,645		4.74
ARM - 3 Year/6 Month IO		223		48,125,028		7.09
ARM - 3 Year/6 Month 30/40 Balloon		62		11,805,113		1.74
ARM - 3 Year/6 Month 30/50 Balloon		27		5,907,565		0.87
ARM - 5 Year/6 Month		3		611,096		0.09
ARM - 5 Year/6 Month IO		42		9,976,245		1.47
ARM - 5 Year/6 Month 30/40 Balloon		6		1,855,837		0.27
ARM - 5 Year/6 Month 30/50 Balloon		6		1,413,575		0.21
ARM - 1 Year 30/50 Balloon		2		328,574		0.05
Balloon - 30/50		1		114,784		0.02
Total:		4,112	$	679,079,481		100.00	%

Lien Priority	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
First Lien		3,374	$	645,278,475		95.02	%
Second Lien		738		33,801,006		4.98
Total:		4,112	$	679,079,481		100.00	%

Principal Balance at Origination ($)	Number of Mortgage Loans		Aggregate Principal Balance Outstanding at Origination		% of Aggregate Principal Balance Outstanding at Origination
0.01 - 50,000.00		583	$	18,751,363		2.76	%
50,000.01 - 100,000.00		812		61,558,483		9.05
100,000.01 - 150,000.00		923		115,201,462		16.94
150,000.01 - 200,000.00		641		112,510,725		16.54
200,000.01 - 250,000.00		393		88,282,635		12.98
250,000.01 - 300,000.00		281		76,435,604		11.24
300,000.01 - 350,000.00		155		50,006,998		7.35
350,000.01 - 400,000.00		105		39,536,504		5.81
400,000.01 - 450,000.00		72		30,894,726		4.54
450,000.01 - 500,000.00		60		28,868,766		4.25
500,000.01 - 550,000.00		26		13,703,548		2.02
550,000.01 - 600,000.00		19		11,029,637		1.62
600,000.01 - 650,000.00		12		7,461,262		1.10
650,000.01 - 700,000.00		8		5,466,650		0.80
700,000.01 - 750,000.00		4		2,911,800		0.43
750,000.01 - 800,000.00		3		2,345,200		0.34
800,000.01 - 850,000.00		2		1,656,000		0.24
850,000.01 - 900,000.00		1		880,000		0.13
900,000.01 - 950,000.00		1		920,000		0.14
950,000.01 - 1,000,000.00		4		3,904,000		0.57
Greater than or equal to 1,000,000.01		7		7,718,400		1.13
Total:		4,112	$	680,043,762		100.00	%

Principal Balance as of the Cut-off Date ($)	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
0.01 - 50,000.00		585	$	18,788,062		2.77	%
50,000.01 - 100,000.00		814		61,720,065		9.09
100,000.01 - 150,000.00		923		115,186,811		16.96
150,000.01 - 200,000.00		640		112,300,222		16.54
200,000.01 - 250,000.00		391		87,828,159		12.93
250,000.01 - 300,000.00		281		76,412,277		11.25
300,000.01 - 350,000.00		155		49,992,828		7.36
350,000.01 - 400,000.00		105		39,526,874		5.82
400,000.01 - 450,000.00		71		30,478,055		4.49
450,000.01 - 500,000.00		60		28,861,670		4.25
500,000.01 - 550,000.00		26		13,700,483		2.02
550,000.01 - 600,000.00		19		11,027,555		1.62
600,000.01 - 650,000.00		12		7,459,782		1.10
650,000.01 - 700,000.00		8		5,466,076		0.80
700,000.01 - 750,000.00		4		2,908,240		0.43
750,000.01 - 800,000.00		3		2,344,634		0.35
800,000.01 - 850,000.00		2		1,656,000		0.24
850,000.01 - 900,000.00		1		880,000		0.13
900,000.01 - 950,000.00		1		920,000		0.14
950,000.01 - 1,000,000.00		4		3,903,288		0.57
Greater than or equal to 1,000,000.01		7		7,718,400		1.14
Total:		4,112	$	679,079,481		100.00	%

Location	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
California		460	$	152,858,816		22.51	%
Florida		330		57,454,708		8.46
Arizona		266		48,014,602		7.07
Texas		317		40,169,153		5.92
Minnesota		225		34,555,267		5.09
Illinois		200		31,318,481		4.61
Michigan		298		31,137,418		4.59
Ohio		322		29,652,937		4.37
Nevada		138		29,549,523		4.35
Maryland		119		24,391,490		3.59
Virginia		94		18,482,926		2.72
Washington		86		17,960,728		2.64
Colorado		89		14,851,232		2.19
Wisconsin		139		13,890,380		2.05
Oregon		70		12,219,462		1.80
Missouri		117		11,805,369		1.74
New Jersey		37		9,566,457		1.41
Tennessee		79		9,295,190		1.37
Georgia		76		9,147,905		1.35
Pennsylvania		66		8,007,078		1.18
North Carolina		51		6,773,514		1.00
New York		24		6,041,527		0.89
Kentucky		52		5,833,891		0.86
Connecticut		32		5,660,465		0.83
Indiana		61		5,581,801		0.82
South Carolina		32		4,455,903		0.66
Alabama		44		4,336,170		0.64
Louisiana		35		4,060,265		0.60
Utah		32		3,821,043		0.56
New Mexico		19		3,065,940		0.45
Massachusetts		16		2,805,455		0.41
Oklahoma		34		2,743,633		0.40
Idaho		15		2,377,838		0.35
Arkansas		24		2,220,202		0.33
Hawaii		5		1,761,667		0.26
Mississippi		15		1,718,921		0.25
Iowa		22		1,559,122		0.23
Delaware		8		1,407,408		0.21
Vermont		4		1,247,999		0.18
West Virginia		12		1,243,157		0.18
Wyoming		7		1,081,272		0.16
Kansas		8		955,702		0.14
Nebraska		8		919,882		0.14
District of Columbia		3		668,093		0.10
South Dakota		8		652,729		0.10
Montana		4		402,356		0.06
Maine		4		331,364		0.05
Rhode Island		1		299,000		0.04
New Hampshire		1		250,400		0.04
North Dakota		2		245,923		0.04
Alaska		1		227,716		0.03
Total:		4,112	$	679,079,481		100.00	%

Mortgage Rate (%)	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
5.000 - 5.499		1	$	217,300		0.03	%
5.500 - 5.999		17		6,341,653		0.93
6.000 - 6.499		52		13,677,444		2.01
6.500 - 6.999		183		40,810,244		6.01
7.000 - 7.499		388		84,376,797		12.43
7.500 - 7.999		765		164,601,722		24.24
8.000 - 8.499		607		118,244,570		17.41
8.500 - 8.999		622		110,055,726		16.21
9.000 - 9.499		299		46,762,158		6.89
9.500 - 9.999		292		37,389,737		5.51
10.000 - 10.499		131		13,990,450		2.06
10.500 - 10.999		153		12,585,429		1.85
11.000 - 11.499		155		9,856,971		1.45
11.500 - 11.999		172		9,542,826		1.41
12.000 - 12.499		106		4,572,694		0.67
12.500 - 12.999		87		3,615,488		0.53
13.000 - 13.499		28		933,577		0.14
13.500 - 13.999		36		930,841		0.14
14.000 - 14.499		9		336,626		0.05
14.500 - 14.999		9		237,226		0.03
Total:		4,112	$	679,079,481		100.00	%

Original Term (Months)	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
120		1	$	63,581		0.01	%
180		732		35,042,251		5.16
240		16		987,869		0.15
360		3,363		642,985,780		94.68
Total:		4,112	$	679,079,481		100.00	%

Remaining Term to Stated Maturity (Months)	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
61 - 120		1	$	63,581		0.01	%
121 - 180		732		35,042,251		5.16
181 - 240		16		987,869		0.15
301 - 360		3,363		642,985,780		94.68
Total:		4,112	$	679,079,481		100.00	%

Property Type	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
Single Family Residence		2,690	$	412,419,535		60.73	%
PUD		1,056		204,946,621		30.18
Condominium		278		46,670,155		6.87
2-4 Family		88		15,043,170		2.22
Total:		4,112	$	679,079,481		100.00	%

Original Combined Loan-to-Value Ratio (%)	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
Less than or equal to 50.00		57	$	6,174,519		0.91	%
50.01 - 55.00		24		3,442,144		0.51
55.01 - 60.00		22		3,819,297		0.56
60.01 - 65.00		45		8,975,693		1.32
65.01 - 70.00		68		13,954,201		2.05
70.01 - 75.00		78		14,630,161		2.15
75.01 - 80.00		2,155		421,819,106		62.12
80.01 - 85.00		157		28,695,430		4.23
85.01 - 90.00		217		42,629,431		6.28
90.01 - 95.00		197		34,274,009		5.05
95.01 - 100.00		1,092		100,665,490		14.82
Total:		4,112	$	679,079,481		100.00	%

Documentation Type of the Mortgage Loans
Documentation Type	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
Full Documentation		2,978	$	440,037,628		64.80	%
Stated Documentation		855		171,358,612		25.23
Limited Documentation		164		47,573,813		7.01
No Documentation		115		20,109,427		2.96
Total:		4,112	$	679,079,481		100.00	%

FICO Score for the Mortgage Loans
FICO Score	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
500 - 524		5	$	587,522		0.09	%
525 - 549		46		6,956,479		1.02
550 - 574		140		21,118,728		3.11
575 - 599		757		96,751,358		14.25
600 - 624		960		143,723,138		21.16
625 - 649		842		142,458,482		20.98
650 - 674		672		124,237,795		18.30
675 - 699		375		76,306,415		11.24
700 - 724		168		35,961,847		5.30
725 - 749		74		13,701,278		2.02
750 - 774		50		10,029,749		1.48
775 - 799		19		5,632,550		0.83
800 - 824		4		1,614,140		0.24
Total:		4,112	$	679,079,481		100.00	%

Loan Purpose of the Mortgage Loans
Loan Purpose	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
Purchase		2,893	$	459,646,767		67.69	%
Refinance - Cashout		971		179,607,584		26.45
Refinance - Rate Term		248		39,825,130		5.86
Total:		4,112	$	679,079,481		100.00	%

Occupancy Status of the Mortgage Loans
Occupancy Status	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
Primary		4,012	$	664,520,174		97.86	%
Investment		80		10,796,006		1.59
Second Home		20		3,763,301		0.55
Total:		4,112	$	679,079,481		100.00	%

Next Adjustment Dates for the ARM Loans included in the Mortgage Pool
Next Adjustment Date	Number of ARM Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
February 2007		2	$	330,096		0.06	%
March 2007		2		713,726		0.13
April 2007		3		888,812		0.16
August 2007		4		1,139,000		0.20
September 2007		15		3,997,147		0.71
October 2007		9		2,144,675		0.38
November 2007		4		597,724		0.11
May 2008		2		365,843		0.06
June 2008		5		1,528,197		0.27
July 2008		24		4,868,921		0.86
August 2008		132		28,586,774		5.07
September 2008		978		197,016,189		34.91
October 2008		890		175,454,451		31.09
November 2008		183		34,819,870		6.17
May 2009		1		198,114		0.04
June 2009		3		665,082		0.12
July 2009		4		786,941		0.14
August 2009		35		6,355,162		1.13
September 2009		208		39,866,644		7.06
October 2009		221		40,117,045		7.11
November 2009		61		10,011,362		1.77
August 2011		6		964,147		0.17
September 2011		25		6,014,197		1.07
October 2011		24		6,621,209		1.17
November 2011		2		257,200		0.05
Total:		2,843	$	564,308,526		100.00	%

Gross Margins of the ARM Loans Included in the Mortgage Pool
Gross Margin (%)	Number of ARM Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
1.000 - 1.499		1	$	169,755		0.03	%
2.000 - 2.499		2		1,040,000		0.18
2.500 - 2.999		2		803,771		0.14
3.000 - 3.499		3		1,066,863		0.19
3.500 - 3.999		5		879,538		0.16
4.000 - 4.499		25		4,067,523		0.72
4.500 - 4.999		27		5,534,931		0.98
5.000 - 5.499		1,861		370,068,026		65.58
5.500 - 5.999		327		67,588,939		11.98
6.000 - 6.499		70		13,254,163		2.35
6.500 - 6.999		439		85,306,925		15.12
7.000 - 7.499		37		6,693,460		1.19
7.500 - 7.999		33		4,956,810		0.88
8.000 - 8.499		7		2,285,967		0.41
8.500 - 8.999		4		591,857		0.10
Total:		2,843	$	564,308,526		100.00	%

Maximum Mortgage Rates of the ARM Loans included in the Mortgage Pool
Maximum Mortgage Rate (%)	Number of ARM Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
10.000 - 10.499		1	$	336,000		0.06	%
11.000 - 11.499		1		217,300		0.04
11.500 - 11.999		11		3,203,834		0.57
12.000 - 12.499		38		9,385,044		1.66
12.500 - 12.999		151		34,043,264		6.03
13.000 - 13.499		321		72,600,863		12.87
13.500 - 13.999		652		145,585,797		25.80
14.000 - 14.499		517		104,133,960		18.45
14.500 - 14.999		536		98,705,349		17.49
15.000 - 15.499		248		42,899,875		7.60
15.500 - 15.999		205		31,231,986		5.53
16.000 - 16.499		65		9,854,075		1.75
16.500 - 16.999		55		6,965,622		1.23
17.000 - 17.499		21		2,835,695		0.50
17.500 - 17.999		12		1,693,440		0.30
18.000 - 18.499		3		175,830		0.03
18.500 - 18.999		6		440,590		0.08
Total:		2,843	$	564,308,526		100.00	%

Minimum Mortgage Rates of the ARM Loans included in the Mortgage Pool
Minimum Mortgage Rate (%)	Number of ARM Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
5.000 - 5.499		1	$	217,300		0.04	%
5.500 - 5.999		12		3,427,868		0.61
6.000 - 6.499		38		9,385,044		1.66
6.500 - 6.999		150		33,879,265		6.00
7.000 - 7.499		321		72,712,829		12.89
7.500 - 7.999		659		147,029,587		26.05
8.000 - 8.499		518		105,292,985		18.66
8.500 - 8.999		534		98,458,671		17.45
9.000 - 9.499		244		40,855,955		7.24
9.500 - 9.999		206		31,344,684		5.55
10.000 - 10.499		64		9,728,099		1.72
10.500 - 10.999		54		6,830,684		1.21
11.000 - 11.499		21		2,835,695		0.50
11.500 - 11.999		12		1,693,440		0.30
12.000 - 12.499		3		175,830		0.03
12.500 - 12.999		6		440,590		0.08
Total:		2,843	$	564,308,526		100.00	%

Initial Periodic Rate Caps of the ARM Loans included in the Mortgage Pool
Initial Periodic Rate Cap (%)	Number of ARM Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
1		7	$	1,932,634		0.34	%
2		29		7,265,151		1.29
3		2,807		555,110,741		98.37
Total:		2,843	$	564,308,526		100.00	%

Subsequent Periodic Rate Caps of the ARM Loans included in the Mortgage Pool
Subsequent Periodic Rate Cap (%)	Number of ARM Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
1		2,840	$	562,680,934		99.71	%
1.5		2		707,592		0.13
2		1		920,000		0.16
Total:		2,843	$	564,308,526		100.00	%

Lifetime Rate Caps of the ARM Loans included in the Mortgage Pool
Lifetime Rate Cap (%)	Number of ARM Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
3.000 - 3.499		1	$	336,000		0.06	%
5.000 - 5.499		1		163,999		0.03
6.000 - 6.499		2,827		559,039,867		99.07
6.500 - 6.999		6		2,930,872		0.52
7.000 - 7.499		7		1,689,571		0.30
8.000 - 8.499		1		148,217		0.03
Total:		2,843	$	564,308,526		100.00	%

Prepayment Penalty Months of the Mortgage Loans at Origination
Prepayment Penalty Months at Origination	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
None		870	$	134,021,230		19.74	%
6		1		54,400		0.01
12		175		42,567,910		6.27
13		2		603,210		0.09
24		1,784		314,965,745		46.38
30		5		768,894		0.11
36		1,182		171,298,586		25.23
48		91		14,535,024		2.14
60		2		264,483		0.04
Total:		4,112	$	679,079,481		100.00	%

Collateral Type of the Group IA Mortgage Loans
Collateral Type	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
Fixed - 15 Year		10	$	1,066,461		0.51	%
Fixed - 20 Year		9		583,555		0.28
Fixed - 30 Year		159		21,047,029		10.03
Balloon - 15/30		298		9,982,662		4.76
Balloon - 20/30		2		61,883		0.03
Balloon - 30/40		24		4,028,970		1.92
ARM - 6 Month		1		100,596		0.05
ARM - 6 Month IO		2		588,500		0.28
ARM - 6 Month 30/40		1		187,902		0.09
ARM - 1 Year/6 Month		4		542,457		0.26
ARM - 1 Year/6 Month 30/40 Balloon		2		319,825		0.15
ARM - 1 Year/6 Month IO		11		2,243,425		1.07
ARM - 2 Year/6 Month		371		48,005,858		22.88
ARM - 2 Year/6 Month IO		328		62,853,066		29.96
ARM - 2 Year/6 Month 30/40 Balloon		89		15,701,609		7.48
ARM - 2 Year/6 Month 30/50 Balloon		37		6,138,257		2.93
ARM - 3 Year/6 Month		78		10,298,156		4.91
ARM - 3 Year/6 Month IO		80		15,707,635		7.49
ARM - 3 Year/6 Month 30/40 Balloon		27		5,004,964		2.39
ARM - 3 Year/6 Month 30/50 Balloon		13		2,617,890		1.25
ARM - 5 Year/6 Month		2		383,380		0.18
ARM - 5 Year/6 Month IO		10		1,978,050		0.94
ARM - 5 Year/6 Month 30/40 Balloon		2		259,917		0.12
ARM - 5 Year/6 Month 30/50 Balloon		1		90,000		0.04
Total:		1,561	$	209,792,047		100.00	%

Lien Priority of the Group IA Mortgage Loans
Lien Priority	Number of Mortgage Loans		Aggregate Principal Balance Outstanding as of the Cut-off Date		% of Aggregate Principal Balance Outstanding as of the Cut-off Date
First Lien		1,251	$	199,554,649		95.12	%
Second Lien		310		10,237,397		4.88
Total:		1,561	$	209,792,047		100.00	%

Principal Balances of the Group IA Mortgage Loans at Origination
Principal Balance at Origination ($)	Number of Mortgage Loans		Aggregate Principal Balance Outstanding at Origination		% of Aggregate Principal Balance Outstanding at Origination
0.01 - 50,000.00		286	$	8,467,606		4.03	%
50,000.01 - 100,000.00		314		23,905,133		11.38
100,000.01 - 150,000.00		398		49,669,973		23.64
150,000.01 - 200,000.00		263		46,310,066		22.04
200,000.01 - 250,000.00		138		31,001,346		14.75
250,000.01 - 300,000.00		82		22,271,248		10.60
300,000.01 - 350,000.00		40		12,891,704		6.13
350,000.01 - 400,000.00		28		10,479,242		4.99
400,000.01 - 450,000.00		10		4,148,050		1.97
450,000.01 - 500,000.00		1		484,000		0.23
500,000.01 - 550,000.00		1		508,000		0.24
Total:		1,561	$	210,136,369		100.00	%