Prospectus Supplement dated April 19, 2006 (For use with Prospectus dated March 31, 2006)

$1,391,343,000 (Approximate) Argent Securities Trust 2006-W4 Issuing Entity Asset-Backed Pass-Through Certificates, Series 2006-W4 Argent Securities Inc. Depositor Ameriquest Mortgage Company Seller, Sponsor and Master Servicer

 You should consider carefully the risk factors beginning on page S-13 in this prospectus supplement and page 1 in the prospectus.

The certificates will represent interests in the issuing entity, the assets of which consist primarily of a pool of one- to four-family adjustable-rate and fixed-rate, first lien and second lien residential mortgage loans. The certificates will not represent ownership interests in or obligations of any other entity.

This prospectus supplement may be used to offer and sell the certificates offered hereby only if accompanied by the prospectus.

The Class A and Mezzanine Certificates —

• will represent senior or mezzanine interests in the trust and will receive distributions from the assets of the trust;

• will receive monthly distributions commencing in May 2006;

• will have credit enhancement in the form of excess interest, subordination, overcollateralization and a primary mortgage insurance policy; and

• will have the benefit of an interest rate swap agreement.

Class(1)	Original Certificate Principal Balance(2)		Price to Public		Underwriting Discount		Proceeds to the Depositor(3)		Class(1)	Original Certificate Principal Balance(2)		Price to Public		Underwriting Discount		Proceeds to the Depositor(3)
Class A-1	$	570,613,000	100.0000	%	0.1200	%	99.8800	%	Class M-4	$	24,160,000	100.0000	%	0.1500	%	99.8500	%
Class A-2A	$	248,540,000	100.0000	%	0.1500	%	99.8500	%	Class M-5	$	23,450,000	100.0000	%	0.1500	%	99.8500	%
Class A-2B	$	117,842,000	100.0000	%	0.1500	%	99.8500	%	Class M-6	$	19,897,000	100.0000	%	0.1500	%	99.8500	%
Class A-2C	$	120,228,000	100.0000	%	0.1500	%	99.8500	%	Class M-7	$	19,186,000	100.0000	%	0.1500	%	99.8500	%
Class A-2D	$	85,412,000	100.0000	%	0.1500	%	99.8500	%	Class M-8	$	17,054,000	100.0000	%	0.1500	%	99.8500	%
Class M-1	$	49,031,000	100.0000	%	0.1500	%	99.8500	%	Class M-9	$	10,659,000	100.0000	%	0.1500	%	99.8500	%
Class M-2	$	43,346,000	100.0000	%	0.1500	%	99.8500	%	Class M-10	$	14,212,000	88.2801	%	0.1500	%	88.1301	%
Class M-3	$	27,713,000	100.0000	%	0.1500	%	99.8500	%

________________

⁽¹⁾ The pass-through rates on such classes will be based on one-month LIBOR plus the applicable margin, subject to certain caps as described in this prospectus supplement.

⁽²⁾ Approximate.

⁽³⁾ Before deducting expenses payable by the Depositor estimated to be approximately $800,000.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Offered Certificates or determined that this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Attorney General of the State of New York has not passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful.

JPMorgan	Banc of America Securities LLC
Merrill Lynch & Co.

Important Notice about Information presented in this Prospectus Supplement and the accompanying Prospectus

You should rely only on the information contained in this document. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus supplement or the prospectus is accurate as of any date other than the date on the front of this document.

We provide information to you about the Class A and Mezzanine Certificates in two separate documents that progressively provide more detail:

• the accompanying prospectus, which provides general information, some of which may not apply to this series of certificates; and

• this prospectus supplement, which describes the specific terms of this series of certificates.  

Argent Securities Inc. is located at 1100 Town & Country Road, Suite 1100, Orange, California 92868, Attention: Capital Markets, and its phone number is (714) 541-9960.

Table of Contents

Prospectus Supplement

SUMMARY OF PROSPECTUS SUPPLEMENT

RISK FACTORS

USE OF PROCEEDS

AFFILIATIONS, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

THE MORTGAGE POOL

THE ISSUING ENTITY

THE DEPOSITOR

THE ORIGINATOR

THE SELLER, SPONSOR AND MASTER SERVICER

THE TRUSTEE

THE INTEREST RATE SWAP PROVIDER

YIELD ON THE CERTIFICATES

DESCRIPTION OF THE CERTIFICATES

POOLING AND SERVICING AGREEMENT

FEDERAL INCOME TAX CONSEQUENCES

METHOD OF DISTRIBUTION

SECONDARY MARKET

LEGAL OPINIONS

RATINGS

LEGAL INVESTMENT

ERISA CONSIDERATIONS

ANNEX I GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

ANNEX II ASSUMED MORTGAGE LOAN CHARACTERISTICS

ANNEX III COLLATERAL STATISTICS

ANNEX IV INTEREST RATE SWAP SCHEDULE

SUMMARY OF PROSPECTUS SUPPLEMENT

The following summary is a brief description of key aspects of the certificates offered by this prospectus supplement and does not contain all of the information that you should consider in making your investment decision. To understand all of the terms of the Class A and Mezzanine Certificates, read carefully this entire prospectus supplement and the entire accompanying prospectus. Annex I, II, III and IV are incorporated as a part of this prospectus supplement. Capitalized terms used but not defined in this prospectus supplement have the meanings assigned to them in the prospectus. A glossary is included at the end of the prospectus.

Issuing Entity Argent Securities Trust 2006-W4.

Title of Series Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-W4.

Cut-off Date The close of business on April 1, 2006.

Closing Date On or about April 25, 2006.

Depositor Argent Securities Inc. (the “Depositor”), a direct wholly-owned subsidiary of Argent Mortgage Company, L.L.C. The Depositor will deposit the mortgage loans into the trust. See “The Depositor” in the prospectus.

Originator Argent Mortgage Company, L.L.C. See “The Originator” in this prospectus supplement.

Seller, Sponsor and Master Servicer Ameriquest Mortgage Company (the “Seller,” the “Sponsor” or the “Master Servicer,” as applicable), a Delaware corporation. See “The Seller, Sponsor and Master Servicer” in this prospectus supplement.

Trustee and Custodian Deutsche Bank National Trust Company (the “Trustee”), a national banking association, will be the Trustee of the trust, will perform administrative functions with respect to the certificates and will act as the custodian, initial paying agent and certificate registrar. See “The Trustee” in this prospectus supplement.

PMI Insurer Mortgage Guaranty Insurance Corporation, a Wisconsin stock insurance corporation (the “PMI Insurer”). Certain of the mortgage loans are covered by primary mortgage insurance provided by the PMI Insurer, which may provide limited protection to the trust in the event such mortgage loans default. See “Description of the Certificates—The PMI Policy” in this prospectus supplement.

NIMS Insurer One or more insurance companies (together, the “NIMS Insurer”) may issue a financial guaranty insurance policy covering certain payments to be made on net interest margin securities to be issued by a separate trust and secured by, among other things, all or a portion of the Class CE, Class P and/or Residual Certificates.

Distribution Dates Distributions on the Certificates will be made on the 25^th day of each month, or, if such day is not a business day, on the next succeeding business day, beginning in May 2006 (each, a “Distribution Date”).

Certificates The classes of Certificates, their pass-through rates and initial certificate principal balances are shown or described in the table below.

		Initial Certificate		Margin			Ratings
Class		Principal Balance (1)	Pass-Through Rate	(2)(%)	(3)(%)	Fitch	Moody’s	S&P
Offered Certificates
A-1	$	570,613,000	Variable(4)	0.175	0.350	AAA	Aaa	AAA
A-2A	$	248,540,000	Variable(4)	0.060	0.120	AAA	Aaa	AAA
A-2B	$	117,842,000	Variable(4	0.110	0.220	AAA	Aaa	AAA
A-2C	$	120,228,000	Variable(4)	0.160	0.320	AAA	Aaa	AAA
A-2D	$	85,412,000	Variable(4)	0.270	0.540	AAA	Aaa	AAA
M-1	$	49,031,000	Variable(4)	0.310	0.465	AA+	Aa1	AA+
M-2	$	43,346,000	Variable(4)	0.320	0.480	AA	Aa2	AA
M-3	$	27,713,000	Variable(4)	0.340	0.510	AA	Aa3	AA-
M-4	$	24,160,000	Variable(4)	0.430	0.645	AA-	A1	AA-
M-5	$	23,450,000	Variable(4)	0.460	0.690	A+	A2	A+
M-6	$	19,897,000	Variable(4)	0.540	0.810	A	A3	A
M-7	$	19,186,000	Variable(4)	1.050	1.575	BBB+	Baa1	A-
M-8	$	17,054,000	Variable(4)	1.250	1.875	BBB	Baa2	BBB+
M-9	$	10,659,000	Variable(4)	2.100	3.150	BBB	Baa3	BBB
M-10	$	14,212,000	Variable(4)	2.500	3.750	BBB-	Ba1	BBB-
Non-Offered Certificates(6)
CE	$	29,844,888(5)	N/A	N/A	N/A	N/R	N/R	N/R
P	$	100	N/A	N/A	N/A	N/R	N/R	N/R
R		N/A	N/A	N/A	N/A	N/R	N/R	N/R
R-X		N/A	N/A	N/A	N/A	N/R	N/R	N/R

_______________

⁽¹⁾ Approximate, subject to a variance of plus or minus 5%.

⁽²⁾ For the Interest Accrual Period for each Distribution Date on or prior to the Optional Termination Date.

⁽³⁾ For the Interest Accrual Period for each Distribution Date after the Optional Termination Date.

⁽⁴⁾ The pass-through rate on each class of Class A and Mezzanine Certificates will be based on one-month LIBOR plus the applicable margin set forth above, subject to the rate caps described in this prospectus supplement.

⁽⁵⁾ Represents approximately 2.10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date and is approximately equal to the initial amount of overcollateralization required to be provided by the mortgage pool under the Pooling and Servicing Agreement.

⁽⁶⁾ May be offered through one or more private placements.

The Issuing Entity

The Depositor will establish a trust relating to the Series 2006-W4 certificates (the “Trust” or “Issuing Entity”) pursuant to a pooling and servicing agreement, dated as of the Cut-off Date (the “Pooling and Servicing Agreement”), among the Depositor, the Master Servicer and the Trustee. The Issuing Entity will issue nineteen classes of certificates. The certificates will represent in the aggregate the entire beneficial ownership interest in the Trust. Distributions of interest and/or principal on the Class A and Mezzanine Certificates will be made only from payments received in connection with the mortgage loans held in the Trust and from amounts deposited into the Swap Account.

Designations

In this prospectus supplement, the following designations are used to refer to the specified classes of Certificates, all of which, are primarily backed by the Mortgage Loans held by the Trust.

Class A Certificates

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

Mezzanine Certificates

Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates.

Subordinate Certificates

Mezzanine and Class CE Certificates.

Offered Certificates

Class A and Mezzanine Certificates.

Non-Offered Certificates

Class CE, Class P and Residual Certificates.

Group I Certificates

Class A-1 Certificates. The Group I Certificates will receive distributions primarily from amounts received from the Group I Mortgage Loans. The Group I Certificates may, as further described in this prospectus supplement, receive distributions from amounts received from the Group II Mortgage Loans, but only after distribution of such amounts are made to the Group II Certificates. See “Description of the Certificates—Interest Distributions” and “—Principal Distributions” in this prospectus supplement.

Group II Certificates

Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates. The Group II Certificates will receive distributions primarily from amounts received from the Group II Mortgage Loans. The Group II Certificates may, as further described in this prospectus supplement, receive distributions from amounts received from the Group I Mortgage Loans, but only after distribution of such amounts are made to the Group I Certificates. See “Description of the Certificates—Interest Distributions” and “—Principal Distributions” in this prospectus supplement.

Residual Certificates

Class R and Class R-X Certificates.

The Mortgage Loans

On the Closing Date, the Issuing Entity will acquire a pool of mortgage loans consisting of fixed-rate and adjustable-rate mortgage loans secured by first and second liens (the “Mortgage Loans”).

The Mortgage Loans will have been originated by the Originator.

For purposes of calculating interest and principal distributions on the certificates, the Mortgage Loans will be divided into two loan groups, designated as the “Group I Mortgage Loans” and the “Group II Mortgage Loans.” The Group I Mortgage Loans will consist of adjustable-rate and fixed-rate mortgage loans with principal balances at origination that conform to Freddie Mac loan limits. The Group II Mortgage Loans will consist of adjustable-rate and fixed-rate mortgage loans with principal balances at origination that may or may not conform to Freddie Mac or Fannie Mae loan limits.

References to percentages of the mortgage loans in this prospectus supplement are based on the Mortgage Loans with the aggregate scheduled principal balance of such mortgage loans as specified in the amortization schedule at the Cut-off Date after application of all amounts allocable to unscheduled payments of principal received prior to the Cut-off Date. In cases where the minimum mortgage rate for any adjustable-rate Mortgage Loan is lower than its applicable margin, the applicable margin is used as its minimum mortgage rate. Prior to the issuance of the certificates, some of the Mortgage Loans may be removed from the mortgage pool as a result of incomplete documentation or otherwise and any Mortgage Loans that prepay or default will be removed. Other mortgage loans may be included in the mortgage pool prior to the issuance of the Certificates. However, the removal and inclusion of such mortgage loans will not alter the aggregate principal balance of the Mortgage Loans, any statistic presented on a weighted average basis or any statistic based on a particular loan group or all of the Mortgage Loans by more than plus or minus 5%, although the range of mortgage rates, maturities or certain other characteristics of the Mortgage Loans may vary.

The Mortgage Loans included in Group I (the “Group I Mortgage Loans”) have the following approximate characteristics as of the Cut-off Date:

Number of Group I Mortgage Loans:	4,021
Aggregate Scheduled Principal Balance:	$709,717,780
Group I Mortgage Loans with prepayment charges:	56.76%
Fixed-rate Group I Mortgage Loans:	18.07%
Adjustable-rate Group I Mortgage Loans:	81.93%
Interest-only Group I Mortgage Loans:	6.09%
Stepped-rate Group I Mortgage Loans:	14.45%
First lien Group I Mortgage Loans:	100.00%
Range of current mortgage rates:	6.050% - 13.000%
Weighted average current mortgage rate:	8.514%
Weighted average gross margin of the adjustable-rate Group I Mortgage Loans:	5.999%
Weighted average minimum mortgage rate of the adjustable-rate Group I Mortgage Loans:	8.626%
Weighted average maximum mortgage rate of the adjustable-rate Group I Mortgage Loans:	14.626%
Weighted average next adjustment date of the adjustable-rate Group I Mortgage Loans:	July 2008
Weighted average remaining term to maturity:	358 months
Range of principal balances as of the Cut-off Date:	$59,819 - $799,462
Average principal balance as of the Cut-off Date:	$176,503
Range of original loan-to-value ratios:	14.90% - 100.00%
Weighted average original loan-to-value ratio:	80.58%
Geographic concentrations in excess of 5%: California 15.14% Illinois 12.74% Florida 11.28% Arizona 7.44% Maryland 5.57%

The Mortgage Loans included in Group II (the “Group II Mortgage Loans”) have the following approximate characteristics as of the Cut-off Date:

Number of Group II Mortgage Loans:	2,749
Aggregate Scheduled Principal Balance:	$711,470,208
Group II Mortgage Loans with prepayment charges:	64.94%
Fixed-rate Group II Mortgage Loans:	8.95%
Adjustable-rate Group II Mortgage Loans:	91.05%
Interest-only Group II Mortgage Loans:	21.36%
Stepped-rate Group II Mortgage Loans:	24.59%
First lien Group II Mortgage Loans:	97.46%
Second lien Group II Mortgage Loans:	2.54%
Range of current mortgage rates:	6.000% - 13.050%
Weighted average current mortgage rate:	8.308%
Weighted average gross margin of the adjustable-rate Group II Mortgage Loans:	5.998%
Weighted average minimum mortgage rate of the adjustable-rate Group II Mortgage Loans:	8.231%
Weighted average maximum mortgage rate of the adjustable-rate Group II Mortgage Loans:	14.231%
Weighted average next adjustment date of the adjustable-rate Group II Mortgage Loans:	May 2008
Weighted average remaining term to maturity:	359 months
Range of principal balances as of the Cut-off Date:	$19,988 - $999,322
Average principal balance as of the Cut-off Date:	$258,811
Range of original loan-to-value ratios:	32.43% - 100.00%
Weighted average original loan-to-value ratio:	82.96%

Geographic concentrations in excess of 5%: California Florida New York Arizona Illinois 42.19% 14.19% 6.82% 6.77% 5.14%

The mortgage rate on each adjustable-rate Mortgage Loan will adjust semi-annually on each adjustment date to equal the sum of six-month LIBOR and the related gross margin, subject to periodic and lifetime limitations. With respect to the adjustable-rate Mortgage Loans, the first adjustment date will occur only after an initial period of two or three years after origination.

Approximately 6.09% of the Group I Mortgage Loans and approximately 21.36% of the Group II Mortgage Loans, in each case by aggregate scheduled principal balance of the related loan group as of the Cut-off Date, require the mortgagors to make monthly payments only of accrued interest for the first two or five years following origination. After such interest only period, the mortgagor’s monthly payment will be recalculated to cover both interest and principal so that the Mortgage Loan will amortize fully by its final payment date.

For additional information regarding the Mortgage Loans, see “The Mortgage Pool” in this prospectus supplement and Annex III.

The Certificates

The Offered Certificates will be sold by the Depositor to the Underwriters on the Closing Date.

The final scheduled Distribution Date for the Class A and Mezzanine Certificates will be the Distribution Date in May 2036. The final scheduled Distribution Date for the Class A and Mezzanine Certificates is one month following the maturity date for the latest maturing Mortgage Loan. The actual final Distribution Date for the Class A Certificates and Mezzanine Certificates may be earlier or later, and could be substantially earlier, than the final scheduled Distribution Date.

The Offered Certificates will initially be represented by one or more global certificates registered in the name of a nominee of The Depository Trust Company in minimum denominations of $100,000 and integral multiples of $1.00 in excess thereof. See “Description of the Securities—Book-Entry Certificates” in the prospectus.

The Class CE, Class P and Residual Certificates, which are being issued simultaneously with the Offered Certificates, are not offered by this prospectus supplement. Such certificates may be delivered to the Seller as partial consideration for the Mortgage Loans or alternatively, the Depositor may sell all or a portion of such certificates to one or more third-party investors in one or more private transactions.

Credit Enhancement

The credit enhancement provided for the benefit of the holders of the Class A and Mezzanine Certificates consists of excess interest, subordination, overcollateralization and a primary mortgage insurance policy, each as described below and under “Description of the Certificates—Credit Enhancement”, “—Overcollateralization Provisions” and “—The PMI Policy” in this prospectus supplement.

Excess Interest. The Mortgage Loans bear interest each month in an amount that in the aggregate is expected to exceed the amount needed to distribute monthly interest on the Class A and Mezzanine Certificates and to pay certain fees and expenses of the Trust (including any Net Swap Payment and any Swap Termination Payment owed to the Interest Rate Swap Provider other than termination payments resulting from a Swap Provider Trigger Event). Any excess interest from the Mortgage Loans each month will be available to absorb realized losses on the Mortgage Loans and to maintain or restore overcollateralization at required levels.

Subordination. The rights of the holders of the Mezzanine Certificates and the Class CE Certificates to receive distributions will be subordinated, to the extent described in this prospectus supplement, to the rights of the holders of the Class A Certificates.

In addition, the rights of the holders of Mezzanine Certificates with higher numerical class designations to receive distributions in respect of the Mortgage Loans will be subordinated to the rights of holders of Mezzanine Certificates with lower numerical class designations, and the rights of the holders of the Class CE Certificates to receive distributions in respect of the Mortgage Loans will be subordinated to the rights of the holders of the Mezzanine Certificates, in each case to the extent described under “Description of the Certificates—Allocation of Losses; Subordination” in this prospectus supplement.

Subordination is intended to enhance the likelihood of regular distributions on the more senior certificates in respect of interest and principal and to afford such certificates protection against realized losses on the Mortgage Loans.

Overcollateralization. The aggregate principal balance of the Mortgage Loans as of the Cut-off Date is expected to exceed the aggregate certificate principal balance of the Class A, Mezzanine and Class P Certificates on the Closing Date by an amount equal to the initial amount of overcollateralization required to be provided by the mortgage pool under the Pooling and Servicing Agreement. The amount of overcollateralization will be available to absorb realized losses on the Mortgage Loans. See “Description of the Certificates—Overcollateralization Provisions” in this prospectus supplement.

Primary Mortgage Insurance. Approximately 11.93% of the Group I Mortgage Loans and approximately 12.43% of the Group II Mortgage Loans, in each case by aggregate principal balance of the related loan group as of the Cut-off Date, will be insured by an insurance policy issued by the PMI Insurer. However, such policy will provide only limited protection against losses on defaulted mortgage loans which are covered by such policy. See “Description of the Certificates—The PMI Policy” in this prospectus supplement.

Allocation of Losses. On any Distribution Date, realized losses on the Mortgage Loans will first, reducethe excess interest and second, reduce the overcollateralization for such Distribution Date. If on any Distribution Date, the amount of overcollateralization is reduced to zero, any additional realized losses will be allocated to reduce the certificate principal balance of each class of Mezzanine Certificates in reverse numerical order until the certificate principal balance of each such class has been reduced to zero. The Pooling and Servicing Agreement does not permit the allocation of realized losses on the Mortgage Loans to the Class A or Class P Certificates. However, investors in the Class A Certificates should realize that under certain loss scenarios, there may not be enough principal and interest on the Mortgage Loans to distribute to the Class A Certificates all principal and interest amounts to which such certificates are then entitled. See “Description of the Certificates—Allocation of Losses; Subordination” in this prospectus supplement.

Once realized losses are allocated to the Mezzanine Certificates, such realized losses will not be reinstated (except in the case of subsequent recoveries) nor will such certificates accrue interest on any allocated realized loss amounts. However, the amount of any realized losses allocated to the Mezzanine Certificates may be distributed to the holders of those certificates according to the priorities set forth under “Description of the Certificates—Overcollateralization Provisions” and “Description of the Certificates—The Interest Rate Swap Agreement and the Swap Account” in this prospectus supplement.

Interest Rate Swap Agreement

The Trustee, on behalf of the Trust, will enter into an interest rate swap agreement (the “Interest Rate Swap Agreement”) with Deutsche Bank AG, New York Branch as swap provider (the “Interest Rate Swap Provider”). Under the Interest Rate Swap Agreement, on each Distribution Date, the Issuing Entity will be obligated to make a payment equal to the product of (x) the fixed rate of 5.269%, (y) the Base Calculation Amount for that Distribution Date multiplied by 250 and (z) a fraction, the numerator of which is 30 (or, for the first Distribution Date, 30) and the denominator of which is 360 and the Interest Rate Swap Provider will be obligated to make a payment equal to the product of (x) the floating rate of one-month LIBOR (as determined pursuant to the Interest Rate Swap Agreement), (y) the Base Calculation Amount for that Distribution Date multiplied by 250, 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 (or, for the first Distribution Date, 30), and the denominator of which is 360. To the extent that the fixed rate payment exceeds the floating rate payment on any Distribution Date, amounts otherwise available to Certificateholders will be applied to make a net payment to the Interest Rate Swap Provider, and to the extent that the floating rate payment exceeds the fixed rate payment on any Distribution Date, the Interest Rate Swap Provider will make a net payment to the Trust (each, a “Net Swap Payment”) for deposit into a segregated trust account established on the Closing Date (the “Swap Account”) pursuant to a swap administration agreement, dated as of the Closing Date (the “Swap Administration Agreement”), as more fully described in this prospectus supplement.

Upon early termination of the Interest Rate Swap Agreement, the Trust or the Interest Rate Swap Provider may be liable to make a termination payment (the “Swap Termination Payment”) to the other party (regardless of which party caused the termination). The Swap Termination Payment will be computed in accordance with the procedures set forth in the Interest Rate Swap Agreement. In the event that the Trust is required to make a Swap Termination Payment, that payment will be paid on the related Distribution Date, and on any subsequent Distribution Dates until paid in full, generally prior to any distribution to Certificateholders. See “Description of the Certificates—The Interest Rate Swap Agreement and the Interest Rate Swap Provider” in this prospectus supplement.

Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Provider Trigger Event) payable by the Issuing Entity will be deducted from Available Funds before distributions to Certificateholders and will first be deposited into the Swap Account before payment to the Interest Rate Swap Provider.

Fees and Expenses

Before distributions are made on the Certificates, the following fees and expenses will be payable: (i) the Master Servicer will be paid a monthly fee (the “Servicing Fee”) equal to one-twelfth of 0.500% (the “Servicing Fee Rate”) and (ii) the Trustee will be paid a monthly fee (the “Trustee Fee”) equal to one-twelfth of 0.0015% (the “Trustee Fee Rate”), in each case multiplied by the aggregate principal balance of the Mortgage Loans as of the first day of the related Due Period. The Servicing Fee will be payable from amounts on deposit in the Collection Account and the Trustee Fee will be payable from amounts on deposit in the Distribution Account. The PMI Insurer will be paid a monthly fee (the “PMI Insurer Fee”) equal to one-twelfth of 0.96% (the “PMI Insurer Fee Rate”) multiplied by the aggregate principal balance of the Mortgage Loans covered by the PMI Policy (the “PMI Mortgage Loans”) as of the first day of the related Due Period. The PMI Insurer Fee will be payable from amounts on deposit in the Distribution Account.

For further information, see “Description of the Certificates—Fees and Expenses of the Trust” in this prospectus supplement.

Advances

The Master Servicer is required to advance delinquent payments of principal and interest on the Mortgage Loans, subject to the limitations described in this prospectus supplement. The Master Servicer is entitled to be reimbursed for such advances, and therefore such advances are not a form of credit enhancement. See “Description of the Certificates —Advances” in this prospectus supplement and “Distributions on the Securities—Advances by Master Servicer in Respect of Delinquencies on the Trust Fund Assets” in the prospectus.

Trigger Events

The occurrence of a Trigger Event, following the Stepdown Date, may have the effect of accelerating or decelerating the amortization of certain classes of Class A Certificates and Mezzanine Certificates and affecting the weighted average lives of such certificates. The Stepdown Date is the earlier to occur of (1) the first Distribution Date on which the aggregate certificate principal balance of the Class A Certificates has been reduced to zero and (2) the later of (x) the Distribution Date occurring in May 2009 and (y) the first Distribution Date on which the subordination available to the Class A Certificates has doubled. A Trigger Event will be in effect if delinquencies or losses on the mortgage loans exceed the levels set forth in the definition thereof.

See “Description of the Certificates—Principal Distributions,” “Definitions” and “Yield on the Certificates—Yield Sensitivity of the Mezzanine Certificates” in this prospectus supplement for additional information.

Repurchase or Substitution of Mortgage Loans for Breaches of Representations and Warranties

The Seller will make certain representations and warranties with respect to each Mortgage Loan at the time of origination or as of the Closing Date. Upon discovery of a breach of such representations and warranties that materially and adversely affects the interests of the Certificateholders, the Seller will be obligated to cure such breach, or otherwise repurchase or replace such Mortgage Loan. See “Pooling and Servicing Agreement- Assignment and Substitution of the Mortgage Loans” in this prospectus supplement and “The Depositor’s Mortgage Loan Purchase Program—Representations by or behalf of Mortgage Loan Sellers; Remedies for Breach of Representation” in the prospectus.

Optional Termination

The majority holders of the Class CE Certificates or the Master Servicer, in that order, may purchase all of the Mortgage Loans, together with any properties in respect thereof acquired on behalf of the Trust, and thereby effect termination and early retirement of the certificates, after the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust has been reduced to an amount less than 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date. If the majority holders of the Class CE Certificates and the Master Servicer fail to exercise their option, the NIMS Insurer, if any, may exercise that option. See “Pooling and Servicing Agreement—Termination” in this prospectus supplement and “Distributions on the Securities—Termination of the Trust Fund and Disposition of Trust Fund Assets” in the prospectus.

Federal Income Tax Consequences

One or more elections will be made to treat designated portions of the Trust (exclusive of the Interest Rate Swap Agreement, the Swap Account and the Net WAC Rate Carryover Reserve Account, as described more fully herein) as real estate mortgage investment conduits for federal income tax purposes. See “Federal Income Tax Consequences—REMICs” in the prospectus.

For further information regarding the federal income tax consequences of investing in the Class A and Mezzanine Certificates, see “Federal Income Tax Consequences” in this prospectus supplement and in the prospectus.

Ratings

It is a condition to the issuance of the certificates that the Class A and Mezzanine Certificates receive the ratings from Fitch Ratings (“Fitch”), Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”) set forth on the table on page S-6.

A security rating does not address the frequency of prepayments on the Mortgage Loans, the receipt of any amounts from the Swap Account (with respect to Net WAC Rate Carryover Amounts), the Net WAC Rate Carryover Reserve Account or the corresponding effect on yield to investors. See “Yield on the Certificates” and “Ratings” in this prospectus supplement and “Yield and Maturity Considerations” in the prospectus.

Legal Investment

The Class A and Mezzanine Certificates will not constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984 (“SMMEA”).

ERISA Considerations

The Class A and Mezzanine Certificates will not be eligible for purchase by an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”). Each certificate owner of a Class A or Mezzanine Certificate or any interest therein will (i) be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that it is not a plan investor or (ii) provide the Trustee with an opinion of counsel on which the Depositor, the Trustee and the Master Servicer may rely, that the purchase of a Class A or Mezzanine Certificate (a) is permissible under applicable law, (b) will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and (c) will not subject the Depositor, the Trustee or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement, which opinion of counsel will not be an expense of the Depositor, the Trustee or the Master Servicer. A fiduciary of such a plan or arrangement also must determine that the purchase of a certificate is consistent with its fiduciary duties under applicable law and does not result in a nonexempt prohibited transaction under applicable law.

See “ERISA Considerations” in this prospectus supplement and “Considerations for Benefit Plan Investors” in the prospectus.

RISK FACTORS

In addition to the matters described elsewhere in this prospectus supplement and the prospectus, prospective investors should carefully consider the following factors before deciding to invest in the Class A and Mezzanine Certificates.

The Originator’s Underwriting Standards Are Not as Stringent as Those of More Traditional Lenders, Which May Result in Losses Allocated to Certain Offered Certificates

The Originator’s underwriting standards are primarily intended to assess the applicant’s credit standing and ability to repay as well as the value and the adequacy of the mortgaged property as collateral for the mortgage loan. The Originator provides loans primarily to mortgagors who do not qualify for loans conforming to the underwriting standards of more traditional lenders but who generally have equity in their property and the apparent ability to repay. While the Originator’s primary considerations in underwriting a mortgage loan are the applicant’s credit standing and repayment ability, as well as the value and adequacy of the mortgaged property as collateral, the Originator also considers, among other things, the applicant’s credit history and debt service-to-income ratio, and the type and occupancy status of the mortgaged property. The Originator’s underwriting standards do not prohibit a mortgagor from obtaining secondary financing at the time of origination of the Originator’s first lien mortgage loan (or at any time thereafter), which secondary financing would reduce the equity the mortgagor would otherwise have in the related mortgaged property as indicated in the Originator’s loan-to-value ratio determination.

As a result of such underwriting standards, the Mortgage Loans are likely to experience rates of delinquency, foreclosure and bankruptcy that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in a more traditional manner. To the extent the credit enhancement features described in this prospectus supplement are insufficient to cover such losses, holders of the related Certificates may suffer a loss on their investment.

Furthermore, changes in the values of mortgaged properties may have a greater effect on the delinquency, foreclosure, bankruptcy and loss experience of the Mortgage Loans than on mortgage loans originated in a more traditional manner. No assurance can be given that the values of the related mortgaged properties have remained or will remain at the levels in effect on the dates of origination of the related Mortgage Loans. See “The Mortgage Pool—Underwriting Standards of the Originator” in this prospectus supplement.

Certain Mortgage Loans Have High Loan-to-Value Ratios (in the Case of First Liens) or Combined Loan-to-Value Ratios (in the Case of Second Liens) Which May Present a Greater Risk of Loss Relating to Such Mortgage Loans

Mortgage loans with a loan-to-value ratio or combined loan-to-value ratio of greater than 80.00% may present a greater risk of loss than mortgage loans with loan-to-value ratios or combined loan-to-value ratios of 80.00% or below. Approximately 38.36% of the Group I Mortgage Loans and approximately 23.21% of the Group II Mortgage Loans, in each case by aggregate scheduled principal balance of the related loan group as of the Cut-off Date, had a loan-to-value ratio or combined loan-to-value ratio at origination in excess of 80.00% and are not covered by any borrower-paid primary mortgage insurance. No Mortgage Loan had a loan-to-value ratio or combined loan-to-value ratio exceeding 100.00% at origination. An overall decline in the residential real estate market, a rise in interest rates over a period of time and the general condition of a mortgaged property, as well as other factors, may have the effect of reducing the value of such mortgaged property from the appraised value at the time the Mortgage Loan was originated. If there is a reduction in value of the mortgaged property, the loan-to-value ratio or combined loan-to-value ratio may increase over what it was at the time of origination. Such an increase may reduce the likelihood of liquidation or other proceeds being sufficient to satisfy the Mortgage Loan. There can be no assurance that the loan-to-value ratio or combined loan-to-value ratio of any Mortgage Loan determined at any time after origination is less than or equal to its original loan-to-value ratio or combined loan-to-value ratio. Additionally, the Originator’s determination of the value of a mortgaged property used in the calculation of the loan-to-value ratios or combined loan-to-value ratios of the Mortgage Loans may differ from the appraised value of such mortgaged property or the actual value of such mortgaged property. See “The Mortgage Pool—General” in this prospectus supplement.

Most of the Mortgage Loans Are Newly Originated and Have Little, if any, Payment History

None of the Mortgage Loans are delinquent in their monthly payments as of the Cut-off Date. Investors should note, however, that certain of the Mortgage Loans will have a first payment date occurring after the Cut-off Date and, therefore, such Mortgage Loans could not have been delinquent in any monthly payment as of the Cut-off Date. However, certain of the Mortgage Loans have been delinquent in the past. See “Historical Delinquency of the Mortgage Loans,” “Historical Delinquency of the Group I Mortgage Loans,” and “Historical Delinquency of the Group II Mortgage Loans,” in Annex III of this prospectus supplement.

Second Lien Loans Have a Greater Risk of Loss

None of the Group I Mortgage Loans and approximately 2.54% of the Group II Mortgage Loans, by aggregate scheduled principal balance of the related loan group as of the Cut-off Date, are secured by second liens on the related mortgaged properties. The proceeds from any liquidation, insurance or condemnation proceedings will be available to satisfy the outstanding balance of such Mortgage Loans only to the extent that the claims of the related senior mortgages have been satisfied in full, including any related foreclosure costs. In circumstances when it has been determined to be uneconomical to foreclose on the mortgaged property, the Master Servicer may write off the entire balance of such Mortgage Loan as a bad debt. The foregoing considerations will be particularly applicable to Mortgage Loans secured by second liens that have high combined loan-to-value ratios because it is comparatively more likely that the Master Servicer would determine foreclosure to be uneconomical in the case of such Mortgage Loans. In addition, the rate of default of second lien Mortgage Loans may be greater than that of Mortgage Loans secured by first liens on comparable properties.

Simultaneous Second Lien Risk

With respect to approximately 5.89% of the Group I Mortgage Loans and approximately 49.44% of the Group II Mortgage Loans, in each case by aggregate scheduled principal balance of the related loan group as of the Cut-off Date, at the time of origination of the first lien Mortgage Loan, the Originator also originated a second lien mortgage loan which will not be included in the Trust. The weighted average loan-to-value ratio at origination of the first-liens on such Mortgage Loans is approximately 80.00% and the weighted average combined loan-to-value ratio at origination of such Mortgage Loans (including the second lien) is approximately 99.96%.

With respect to any Mortgage Loans originated with a simultaneous second lien, foreclosure frequency may be increased relative to Mortgage Loans that were originated without a simultaneous second lien because the mortgagors on Mortgage Loans with a simultaneous second lien have less equity in the mortgaged property than is shown in the loan-to-value ratios set forth in this prospectus supplement. Investors should also note that any mortgagor may obtain secondary financing at any time subsequent to the date of origination of their mortgage loan from the Originator or from any other lender.

Interest-Only Mortgage Loans and Stepped-Rate Loans

Approximately 6.09% of the Group I Mortgage Loans and approximately 21.36% of the Group II Mortgage Loans, in each case by aggregate scheduled principal balance of the related loan group as of the Cut-off Date, require the mortgagors to make monthly payments only of accrued interest for the first two or five years following origination. After such interest only period, the mortgagor’s monthly payment will be recalculated to cover both interest and principal so that the Mortgage Loan will amortize fully prior to its final payment date (such mortgage loans are also referred to herein as “interest-only mortgage loans”).

Approximately 14.45% of the Group I Mortgage Loans and approximately 24.59% of the Group II Mortgage Loans, in each case by aggregate scheduled principal balance of the related loan group as of the Cut-off Date, require the mortgagors to make monthly payments based on a forty year amortization schedule during the first ten years following origination. At the end of such period, the mortgagor’s monthly payment will be recalculated so that the Mortgage Loan will amortize fully prior to its final payment date, which is generally 240 months following the end of the initial ten-year period (such mortgage loans are also referred to herein as “stepped-rate mortgage loans”).

Interest-only mortgage loans and stepped-rate mortgage loans have been originated in significant volume only recently. As a result, the long-term performance characteristics of these loans are largely unknown. The interest-only feature of the interest-only mortgage loans and the amortization periods of the stepped-rate mortgage loans may reduce the likelihood of prepayment during the interest-only period (with respect to the interest-only Mortgage Loans) or during the initial ten year period (with respect to the stepped-rate Mortgage Loans) due to the smaller monthly payments relative to a fully-amortizing mortgage loan. If the monthly payment increases, the related mortgagor may not be able to pay the increased amount and may default or may refinance the related mortgage loan to avoid the higher payment. In addition, due to the lack of amortization the borrower may not be able to refinance because of insufficient equity in the property. Because no principal payments may be made on interest-only mortgage loans for an extended period following origination and because smaller principal payments are made on stepped-rate mortgage loans for the initial ten year period, if the mortgagor defaults, the unpaid principal balance of the related Mortgage Loan will be greater than otherwise would be the case, increasing the risk of loss in that situation. In addition, the Class A and Mezzanine Certificates will receive smaller principal payments during the interest-only period (with respect to the interest-only Mortgage Loans) or during the initial ten year period (with respect to the stepped-rate Mortgage Loans) than they would have received if the related mortgagors were required to make monthly payments of interest and principal for the entire lives of such Mortgage Loans over a standard 30 year period.

Investors should consider the fact that such mortgage loans reduce the monthly payment required by mortgagors during the interest-only period or initial ten-year period, as applicable, and consequently, the monthly housing expense used to qualify mortgagors. As a result, such mortgage loans may allow some mortgagors to qualify for a mortgage loan who would not otherwise qualify for a fully amortizing loan or may allow them to qualify for a larger mortgage loan than otherwise would be the case.

Geographic Concentration Risk

The charts entitled “Geographic Distribution” for the Mortgage Loans presented in Annex III list geographic concentrations of the Group I Mortgage Loans and the Group II Mortgage Loans, respectively, by state. Because of the relative geographic concentration of the mortgaged properties within certain states, losses on the Mortgage Loans may be higher than would be the case if the mortgaged properties were more geographically diversified. For example, some of the mortgaged properties may be more susceptible to certain types of special hazards, such as earthquakes, hurricanes, floods, mudslides, wildfires and other natural disasters and major civil disturbances, than residential properties located in other parts of the country.

In addition, the conditions below will have a disproportionate impact on the Mortgage Loans in general:

·   Economic conditions in states with high concentrations of Mortgage Loans may affect the ability of mortgagors to repay their loans on time even if such conditions do not affect real property values.

·   Declines in the residential real estate markets in states with high concentrations of Mortgage Loans may reduce the value of properties located in those states, which would result in an increase in loan-to-value ratios.

·   Any increase in the market value of properties located in states with high concentrations of Mortgage Loans would reduce loan-to-value ratios and could, therefore, make alternative sources of financing available to mortgagors at lower interest rates, which could result in an increased rate of prepayment of the Mortgage Loans.

Hurricanes May Pose Special Risks

At the end of August 2005 and September 2005, Hurricane Katrina and Hurricane Rita, respectively, caused catastrophic damage to areas in the Gulf Coast region of the United States. The Seller will represent and warrant as of the Closing Date that each mortgaged property is free of material damage and in good repair (including Mortgage Loans that are secured by properties in the states of Texas, Louisiana, Mississippi and Alabama that are located in a FEMA Individual Assistance designated area as a result of Hurricane Katrina or Hurricane Rita). In the event of a breach of that representation and warranty that materially and adversely affects the value of such Mortgage Loan, the Seller will be obligated to repurchase or substitute for the related Mortgage Loan. Any such repurchase would have the effect of increasing the rate of principal payment on the Class A and Mezzanine Certificates. Any damage to a mortgaged property that secures a Mortgage Loan in the Trust occurring after the Closing Date as a result of any other casualty event (including, but not limited to, other hurricanes) will not cause a breach of this representation and warranty.

The full economic impact of Hurricane Katrina and Hurricane Rita is uncertain but may affect the ability of borrowers to make payments on their mortgage loans. We have no way to determine the particular nature of such economic effects, how long any of these effects may last, or how these effects may impact the performance of the Mortgage Loans. Any impact of these events on the performance of the Mortgage Loans may increase the amount of losses borne by the holders of the Class A or Mezzanine Certificates or impact the weighted average lives of the Class A or Mezzanine Certificates.

Violation of Various Federal and State Laws May Result in Losses on the Mortgage Loans

Applicable state laws generally regulate interest rates and other charges, require certain disclosure, and require licensing of the Originator. In addition, other state laws, public policy and general principles of equity relating to the protection of consumers, unfair and deceptive practices and debt collection practices may apply to the origination, servicing and collection of the Mortgage Loans.

The Mortgage Loans are also subject to federal laws, including:

·   the Federal Truth-in-Lending Act and Regulation Z promulgated thereunder, which require certain disclosures to the mortgagors regarding the terms of the Mortgage Loans;

·   the Equal Credit Opportunity Act and Regulation B promulgated thereunder, which prohibit discrimination on the basis of age, race, color, sex, religion, marital status, national origin, receipt of public assistance or the exercise of any right under the Consumer Credit Protection Act, in the extension of credit;

·   the Fair Credit Reporting Act, which regulates the use and reporting of information related to the mortgagor’s credit experience;

·   the Depository Institutions Deregulation and Monetary Control Act of 1980, which preempts certain state usury laws; and

·   the Alternative Mortgage Transaction Parity Act of 1982, which preempts certain state lending laws which regulate alternative mortgage transactions.

Violations of certain provisions of these federal and state laws may limit the ability of the Master Servicer to collect all or part of the principal of or interest on the Mortgage Loans and in addition could subject the Trust to damages and administrative enforcement and could result in the mortgagors rescinding such Mortgage Loans whether held by the Trust or subsequent holders of the Mortgage Loans.

The Seller will represent that each Mortgage Loan at the time of origination, was in compliance with applicable federal, state and local laws and regulations. In the event of a breach of such representation, the Seller will be obligated to cure such breach or repurchase or replace the affected Mortgage Loan in the manner described in the prospectus. If the Seller is unable or otherwise fails to satisfy such obligations, the yield on the Class A and Mezzanine Certificates may be materially and adversely affected.

High Cost Loans

The Seller will represent that none of the Mortgage Loans will be “High Cost Loans” within the meaning of the Home Ownership and Equity Protection Act of 1994 (the “Homeownership Act”) and none of the Mortgage Loans will be high cost loans under any state or local law, ordinance or regulation similar to the Homeownership Act. See “Legal Aspects of Mortgage Assets—Anti-Deficiency Legislation and Other Limitations on Lenders” in the prospectus.

In addition to the Homeownership Act, a number of legislative proposals have been introduced at the federal, state and municipal level that are designed to discourage predatory lending practices. Some states have enacted, or may enact, laws or regulations that prohibit inclusion of some provisions in mortgage loans that have mortgage rates or origination costs in excess of prescribed levels, and require that mortgagors be given certain disclosures prior to the consummation of such mortgage loans. In some cases, state law may impose requirements and restrictions greater than those in the Homeownership Act. The Originator’s failure to comply with these laws could subject the Trust, and other assignees of the Mortgage Loans, to monetary penalties and could result in the mortgagors rescinding such Mortgage Loans whether held by the Trust or subsequent holders of the Mortgage Loans. Lawsuits have been brought in various states making claims against assignees of high cost loans for violations of state law. Named defendants in these cases include numerous participants within the secondary mortgage market, including some securitization trusts.

Under the anti-predatory lending laws of some states, the borrower is required to meet a net tangible benefits test in connection with the origination of the related mortgage loan. This test may be highly subjective and open to interpretation. As a result, a court may determine that a mortgage loan does not meet the test even if an originator reasonably believed that the test was satisfied. Any determination by a court that a Mortgage Loan does not meet the test will result in a violation of the state anti-predatory lending law, in which case the Seller will be required to purchase such Mortgage Loan from the Trust.

Delay in Receipt of Liquidation Proceeds; Liquidation Proceeds May Be Less than Mortgage Loan Balance

Substantial delays could be encountered in connection with the liquidation of delinquent Mortgage Loans. Further, reimbursement of advances made on a Mortgage Loan and liquidation expenses such as legal fees, real estate taxes and maintenance and preservation expenses may reduce the portion of liquidation proceeds distributable to you. If a mortgaged property fails to provide adequate security for the Mortgage Loan, you will incur a loss on your investment if the credit enhancements are insufficient to cover the loss.

The Difference Between the Pass-Through Rates on the Class A and Mezzanine Certificates and the Mortgage Rates on the Mortgage Loans May Affect the Yields on such Certificates

Each class of Class A and Mezzanine Certificates accrues interest at a pass-through rate based on a one-month LIBOR index plus a specified margin, but such pass-through rate is subject to a limit. The limit on the pass-through rate for each class of Class A Certificates is based on the weighted average of the mortgage rates of the Mortgage Loans in the related loan group, net of certain fees and expenses of the Trust (including any Net Swap Payment and any Swap Termination Payment owed to the Interest Rate Swap Provider other than termination payments resulting from a Swap Provider Trigger Event). The limit on the pass-through rate for each class of Mezzanine Certificates is based on the weighted average (weighted on the basis of the results of subtracting from the aggregate principal balance of each loan group the current certificate principal balance of the related Class A Certificates) of (i) the limit on the Group I Certificates and (ii) the limit on the Group II Certificates. The adjustable-rate Mortgage Loans have mortgage rates that adjust based on a six-month LIBOR index, have periodic and lifetime limitations on adjustments to their mortgage rates, and have the first adjustment to their mortgage rates two or three years after the origination thereof. The fixed-rate Mortgage Loans have mortgage rates that do not adjust. As a result of the limits on the pass-through rates on the Class A and Mezzanine Certificates, such certificates may accrue less interest than they would accrue if their pass-through rates were based solely on the one-month LIBOR index plus the specified margin.

A variety of factors could limit the pass-through rates and adversely affect the yields to maturity on the Class A and Mezzanine Certificates. Some of these factors are described below.

• The pass-through rates for the Class A and Mezzanine Certificates may adjust monthly while the mortgage rates on the adjustable-rate Mortgage Loans adjust less frequently and the mortgage rates on the fixed-rate Mortgage Loans do not adjust at all. Furthermore, all of the adjustable-rate Mortgage Loans will have the first adjustment to their mortgage rates two or three years after their origination. Consequently, the limits on the pass-through rates on the Class A and Mezzanine Certificates may prevent any increases in the pass-through rate on one or more classes of such certificates for extended periods in a rising interest rate environment.

• If prepayments, defaults and liquidations occur more rapidly on the applicable Mortgage Loans with relatively higher mortgage rates than on the Mortgage Loans with relatively lower mortgage rates, the pass-through rate on one or more classes of Class A and Mezzanine Certificates is more likely to be limited.

• The mortgage rates on the adjustable-rate Mortgage Loans may respond to different economic and market factors than does one-month LIBOR. It is possible that the mortgage rates on the adjustable-rate Mortgage Loans may decline while the pass-through rates on the Class A and Mezzanine Certificates are stable or rising. It is also possible that the mortgage rates on the adjustable-rate Mortgage Loans and the pass-through rates on the Class A and Mezzanine Certificates may both decline or increase during the same period, but that the pass-through rates on the Class A and Mezzanine Certificates may decline more slowly or increase more rapidly.

If the pass-through rate on any class of Class A or Mezzanine Certificates is limited for any Distribution Date, the resulting basis risk shortfalls may be recovered by the holders of the certificates on the same Distribution Date or on future Distribution Dates, to the extent that on such Distribution Date or future Distribution Dates there are any available funds remaining after certain other distributions on the Class A and Mezzanine Certificates and the payment of certain fees and expenses of the Trust (including any Net Swap Payment and any Swap Termination Payment owed to the Interest Rate Swap Provider other than termination payments resulting from a Swap Provider Trigger Event). The ratings on the Class A and Mezzanine Certificates will not address the likelihood of any recovery of basis risk shortfalls by holders of the Class A and Mezzanine Certificates.

Amounts used to pay such shortfalls on the Class A and Mezzanine Certificates may be supplemented by the Interest Rate Swap Agreement to the extent that the floating rate payment by the Interest Rate Swap Provider exceeds the fixed rate payment by the Trust on any Distribution Date and such amount is available in the priority described in this prospectus supplement. However, the amount received from the Interest Rate Swap Provider under the Interest Rate Swap Agreement may be insufficient to pay the holders of the applicable certificates the full amount of interest which they would have received absent the limitations of the rate cap.

Risk Relating to Distribution Priority of the Group II Certificates

As set forth in this prospectus supplement under “Description of the Certificates—Principal Distributions,” principal distributions on the classes of Group II Certificates will be made in a sequential manner. The weighted average lives of the classes of Group II Certificates receiving principal distributions later will be longer than would be the case if distributions of principal were to be allocated on a pro rata basis among such classes of Group II Certificates. In addition, as a result of a sequential allocation of principal, the holders of the classes of Group II Certificates receiving principal distributions later will have a greater risk of losses on the related mortgage loans, adversely affecting the yields to maturity on such certificates. See “Description of the Certificates— Principal Distributions” for more information.

The Rate and Timing of Principal Distributions on the Class A and Mezzanine Certificates Will Be Affected by Prepayment Speeds

The rate and timing of distributions allocable to principal on the Class A and Mezzanine Certificates will depend, in general, on the rate and timing of principal payments (including prepayments and collections upon defaults, liquidations and repurchases) on the Mortgage Loans and the allocation thereof to distribute principal on such certificates as described under “Description of the Certificates—Principal Distributions” in this prospectus supplement. As is the case with asset-backed pass-through certificates generally, the Class A and Mezzanine Certificates are subject to substantial inherent cash-flow uncertainties because the Mortgage Loans may be prepaid at any time.

With respect to approximately 56.76% of the Group I Mortgage Loans and approximately 64.94% of the Group II Mortgage Loans, in each case by aggregate scheduled principal balance of the related loan group as of the Cut-off Date, a mortgagor principal prepayment may subject the related mortgagor to a prepayment charge, subject to certain limitations in the related mortgage note and limitations upon collection in the Pooling and Servicing Agreement. Generally, each such Mortgage Loan provides for payment of a prepayment charge on certain prepayments made within a defined period set forth in the related mortgage note (generally within the first three years but possibly as short as one year from the date of origination of such mortgage loan). A prepayment charge may or may not act as a deterrent to prepayment of the related Mortgage Loan.

The rate of prepayments on the Mortgage Loans will be sensitive to prevailing interest rates. Generally, when prevailing interest rates are increasing, prepayment rates on mortgage loans tend to decrease. A decrease in the prepayment rates on the Mortgage Loans will result in a reduced rate of principal distributions to investors in the Class A and Mezzanine Certificates at a time when reinvestment at such higher prevailing rates would be desirable. Conversely, when prevailing interest rates are declining, prepayment rates on mortgage loans tend to increase. An increase in the prepayment rates on the Mortgage Loans will result in a greater rate of principal distributions to investors in the Class A and Mezzanine Certificates at a time when reinvestment at comparable yields may not be possible. Furthermore, because the mortgage rates for the adjustable-rate Mortgage Loans are based on six-month LIBOR plus a fixed percentage amount, such rates could be higher than prevailing market interest rates at the time of adjustment, and this may result in an increase in the rate of prepayments on such Mortgage Loans after such adjustment.

The Seller may be required to repurchase Mortgage Loans from the Trust in the event certain breaches of representations and warranties have not been cured. In addition, the NIMS Insurer, if any, or the Master Servicer may purchase Mortgage Loans 90 days or more delinquent, subject to the conditions set forth in the Pooling and Servicing Agreement. The Seller may sell all or a portion of the Class CE, Class P or Residual Certificates to one or more unaffiliated parties in one or more private transactions. As part of such sale, the Master Servicer, if requested, will agree, upon the direction of such purchaser, to exercise its purchase right with respect to Mortgage Loans 90 days or more delinquent, subject to the conditions set forth in the Pooling and Servicing Agreement. These purchases will have the same effect on the holders of the Class A and Mezzanine Certificates as a prepayment of those Mortgage Loans.

The majority holders of the Class CE Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase all of the Mortgage Loans when the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) is less than 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

The Yields to Maturity on the Class A and Mezzanine Certificates Will Depend on a Variety of Factors

The yield to maturity on each class of Class A and Mezzanine Certificates will depend, in general, on (i) the applicable pass-through rate thereon from time to time; (ii) the applicable purchase price; (iii) the rate and timing of principal payments (including prepayments and collections upon defaults, liquidations and repurchases) and the allocation thereof to reduce the certificate principal balance of such certificates; (iv) the rate, timing and severity of realized losses on the Mortgage Loans; (v) adjustments to the mortgage rates on the adjustable-rate Mortgage Loans; (vi) the amount of excess interest generated by the Mortgage Loans; (vii) the allocation to the Class A and Mezzanine Certificates of some types of interest shortfalls and (viii) payments due from the Trust in relationship to payments received from the Interest Rate Swap Provider under the Interest Rate Swap Agreement.

In general, if the Class A and Mezzanine Certificates are purchased at a premium and principal distributions thereon occur at a rate faster than anticipated at the time of purchase, the investor’s actual yield to maturity will be lower than that assumed at the time of purchase. Conversely, if the Class A and Mezzanine Certificates are purchased at a discount and principal distributions thereon occur at a rate slower than that anticipated at the time of purchase, the investor’s actual yield to maturity will be lower than that originally assumed.

As a result of the absorption of realized losses on the Mortgage Loans by excess interest and overcollateralization, each as described in this prospectus supplement, liquidations of defaulted Mortgage Loans, whether or not realized losses are allocated to the Mezzanine Certificates upon such liquidations, will result in an earlier return of principal to the Class A and Mezzanine Certificates and will influence the yields on such certificates in a manner similar to the manner in which principal prepayments on the Mortgage Loans will influence the yields on the Class A and Mezzanine Certificates. The overcollateralization provisions are intended to result in an accelerated rate of principal distributions to holders of the Class A and Mezzanine Certificates at any time that the overcollateralization provided by the mortgage pool falls below the required level.

Potential Inadequacy of Credit Enhancement for the Class A and Mezzanine Certificates

The credit enhancement features described in this prospectus supplement are intended to increase the likelihood that holders of the Class A and Mezzanine Certificates will receive regular distributions of interest and principal. If delinquencies or defaults occur on the Mortgage Loans, neither the Master Servicer nor any other entity will advance scheduled monthly payments of interest and principal on delinquent or defaulted Mortgage Loans if such advances are deemed non-recoverable. If substantial losses occur as a result of defaults and delinquent payments on the Mortgage Loans, holders of the Offered Certificates may suffer losses.

Furthermore, although loan-level primary mortgage insurance coverage has been acquired on behalf of the trust from the PMI Insurer with respect to approximately 11.93% of the Group I Mortgage Loans and approximately 12.43% of the Group II Mortgage Loans, in each case by aggregate principal balance of the related loan group as of the Cut-off Date, such coverage will provide only limited protection against losses on defaulted covered Mortgage Loans. Unlike a financial guaranty policy, coverage under a mortgage insurance policy is subject to certain limitations and exclusions including, for example, losses resulting from fraud and physical damage to the mortgaged property and to certain conditions precedent to payment, such as notices and reports. As a result, coverage may be denied or limited on covered Mortgage Loans. In addition, since the amount of coverage depends on the loan-to-value ratio at the time of origination of the covered Mortgage Loan, a decline in the value of a mortgaged property will not result in increased coverage, and the trust may still suffer a loss on a covered Mortgage Loan. The PMI Insurer also may affect the timing and conduct of foreclosure proceedings and other servicing decisions regarding defaulted mortgage loans covered by the policy.

Under the PMI Policy, the amount of the claim generally will include interest to the date the claim is presented. However, the claim must be paid generally within 60 days thereafter. To the extent the Master Servicer is required to continue making monthly advances after the claim is presented but before the claim is paid, reimbursement of these advances will reduce the amount of liquidation proceeds available for distribution to certificateholders.

Interest Generated by the Mortgage Loans May Be Insufficient to Maintain or Restore Overcollateralization

The Mortgage Loans are expected to generate more interest than is needed to distribute interest owed on the Class A and Mezzanine Certificates and to pay certain fees and expenses of the Trust (including any Net Swap Payment owed to the Interest Rate Swap Provider). Any remaining interest generated by the Mortgage Loans will first be used to absorb losses that occur on the Mortgage Loans and will then be used to maintain or restore overcollateralization. We cannot assure you, however, that enough excess interest will be generated to maintain or restore the required level of overcollateralization. The factors described below will affect the amount of excess interest that the Mortgage Loans will generate.

• Each time a Mortgage Loan is prepaid in full, liquidated, written off or repurchased, excess interest may be reduced because the Mortgage Loan will no longer be outstanding and generating interest or, in the case of a partial prepayment, will be generating less interest.

• If the rates of delinquencies, defaults or losses on the Mortgage Loans are higher than expected, excess interest will be reduced by the amount necessary to compensate for any shortfalls in cash available to make required distributions on the Class A and Mezzanine Certificates.

• The adjustable-rate Mortgage Loans have mortgage rates that adjust less frequently than, and on the basis of an index that is different from, the index used to determine the pass-through rates on the Class A and Mezzanine Certificates, and the fixed-rate Mortgage Loans have mortgage rates that do not adjust. As a result, the pass-through rates on the related Class A and Mezzanine Certificates may increase relative to mortgage rates on the applicable Mortgage Loans, requiring that a greater portion of the interest generated by those Mortgage Loans be applied to cover interest on the related Class A and Mezzanine Certificates.

There are Various Risks Associated With the Mezzanine Certificates

The weighted average lives of, and the yields to maturity on, the Mezzanine Certificates will be progressively more sensitive, in increasing order of their numerical class designations, to the rate and timing of mortgagor defaults and the severity of ensuing losses on the Mortgage Loans. If the actual rate and severity of losses on the Mortgage Loans is higher than those assumed by an investor in such certificates, the actual yield to maturity of such certificate may be lower than the yield anticipated by such holder. The timing of losses on the Mortgage Loans will also affect an investor’s yield to maturity, even if the rate of defaults and severity of losses over the life of the mortgage pool are consistent with an investor’s expectations. In general, the earlier a loss occurs, the greater the effect on an investor’s yield to maturity. Realized losses on the Mortgage Loans, to the extent they exceed the amount of excess interest and overcollateralization following distributions of principal on the related Distribution Date, will reduce the certificate principal balance of the class of Mezzanine Certificates then outstanding with the highest numerical class designation. As a result of these reductions, less interest will accrue on these classes of certificates than would be the case if those losses were not so allocated. Once a realized loss is allocated to a Mezzanine Certificate, such written down amount will not be reinstated (except in the case of subsequent recoveries) and will not accrue interest. However, the amount of any realized losses allocated to the Mezzanine Certificates may be distributed to the holders of such certificates according to the priorities set forth under “Description of the Certificates—Overcollateralization Provisions” and “Description of the Certificates—The Interest Rate Swap Agreement and the Swap Account” in this prospectus supplement.

Unless the aggregate certificate principal balance of the Class A Certificates has been reduced to zero, the Mezzanine Certificates will not be entitled to any principal distributions until at least the Distribution Date in May 2009 or a later date as provided in this prospectus supplement or during any period in which delinquencies or realized losses on the Mortgage Loans exceed certain levels described under “Description of the Certificates—Principal Distributions” in this prospectus supplement. As a result, the weighted average lives of such certificates will be longer than would be the case if distributions of principal were allocated among all of the certificates at the same time. As a result of the longer weighted average lives of such certificates, the holders of such certificates have a greater risk of suffering a loss on their investments. Further, because such certificates might not receive any principal if certain delinquency levels described under “Description of the Certificates—Principal Distributions” in this prospectus supplement are exceeded, it is possible for such certificates to receive no principal distributions on a particular Distribution Date even if no losses have occurred on the mortgage pool.

In addition, the multiple class structure of the Mezzanine Certificates causes the yield of such classes to be particularly sensitive to changes in the rates of prepayment on the Mortgage Loans. Because distributions of principal will be made to the holders of the Mezzanine Certificates according to the priorities described in this prospectus supplement, the yield to maturity on such classes of certificates will be sensitive to the rates of prepayment on the Mortgage Loans experienced both before and after the commencement of principal distributions on such classes. The yield to maturity on the Mezzanine Certificates will also be extremely sensitive to losses due to defaults on the Mortgage Loans (and the timing thereof), to the extent such losses are not covered by excess interest otherwise distributable to the Class CE Certificates or a class of Mezzanine Certificates with a higher numerical class designation. Furthermore, as described in this prospectus supplement, the timing of receipt of principal and interest by the Mezzanine Certificates may be adversely affected by losses even if such classes of certificates do not ultimately bear such loss.

Prepayment Interest Shortfalls and Relief Act Shortfalls

When a Mortgage Loan is prepaid, the mortgagor is charged interest on the amount prepaid only up to (but not including) the date on which the prepayment is made, rather than for an entire month. This may result in a shortfall in interest collections available for distribution on the next Distribution Date. The Master Servicer is required to cover a portion of the shortfall in interest collections that are attributable to prepayments, but only up to the amount of the Master Servicer’s servicing fee for the related period. In addition, certain shortfalls in interest collections arising from the application of the Servicemembers Civil Relief Act and similar state laws (the “Relief Act”) will not be covered by the Master Servicer.

On any Distribution Date, any shortfalls resulting from the application of the Relief Act and any prepayment interest shortfalls to the extent not covered by compensating interest paid by the Master Servicer, in each case regardless of which loan group experienced the shortfall, will first, reduce the interest accrued on the Class CE Certificates, and thereafter, will reduce the monthly interest distributable amounts with respect to the Class A and Mezzanine Certificates, on a pro rata basis based on the respective amounts of interest accrued on such certificates for such Distribution Date. The holders of the Class A and Mezzanine Certificates will not be entitled to reimbursement for any such interest shortfalls. If these shortfalls are allocated to the Class A and Mezzanine Certificates, the amount of interest distributed to those certificates will be reduced, adversely affecting the yield on your investment.

Reimbursement of Advances by the Master Servicer Could Delay Distributions on the Certificates

Under the Pooling and Servicing Agreement, the Master Servicer will make cash advances to cover delinquent payments of principal and interest on the Mortgage Loans to the extent it reasonably believes that the cash advances are recoverable from future payments on the Mortgage Loans. The Master Servicer may make such advances from amounts held for future distribution. In addition, the Master Servicer may withdraw from the collection account funds that were not included in Available Funds for the preceding Distribution Date to reimburse itself for advances previously made. Any such amounts withdrawn by the Master Servicer in reimbursement of advances previously made are generally required to be replaced by the Master Servicer on or before the next Distribution Date, subject to subsequent withdrawal. To the extent that the Master Servicer is unable to replace any amounts withdrawn in reimbursement of advances previously made, there could be a delay in distributions on the Class A and Mezzanine Certificates. Furthermore, the Master Servicer’s right to reimburse itself for advances previously made from funds held for future distribution could lead to amounts required to be restored to the collection account by the Master Servicer that are higher, and potentially substantially higher, than one month’s advance obligation.

The Offered Certificates are Obligations of the Trust Only

The Offered Certificates will not represent an ownership interest in or obligation of the Depositor, the Master Servicer, the Seller, the Originator, the Trustee or any of their respective affiliates. Neither the Offered Certificates nor the underlying Mortgage Loans will be guaranteed or insured by any governmental agency or instrumentality, or by the Depositor, the Master Servicer, the Seller, the Originator, the Trustee or any of their respective affiliates. Proceeds of the assets included in the Trust will be the sole source of distributions on the Class A and Mezzanine Certificates, and there will be no recourse to the Depositor, the Master Servicer, the Seller, the Originator, the Trustee or any other entity in the event that such proceeds are insufficient or otherwise unavailable to make all distributions provided for under the Offered Certificates.

The Interest Rate Swap Agreement and the Interest Rate Swap Provider

Any amounts received from the Interest Rate Swap Provider under the Interest Rate Swap Agreement will be applied as described in this prospectus supplement to pay interest shortfalls and basis risk shortfalls, maintain overcollateralization and cover losses. However, no amounts will be payable by the Interest Rate Swap Provider unless the floating amount owed by the Interest Rate Swap Provider on a Distribution Date exceeds the fixed amount owed to the Interest Rate Swap Provider on such Distribution Date. This will not occur except in periods when one-month LIBOR (as determined pursuant to the Interest Rate Swap Agreement) exceeds 5.269%. No assurance can be made that any amounts will be received under the Interest Rate Swap Agreement, or that any such amounts that are received will be sufficient to maintain required overcollateralization or to cover interest shortfalls, basis risk shortfalls and losses on the Mortgage Loans. Any net payment payable to the Interest Rate Swap Provider under the terms of the Interest Rate Swap Agreement will reduce amounts available for distribution to Certificateholders, and may reduce the Pass-Through Rates of the certificates. If the rate of prepayments on the Mortgage Loans is faster than anticipated, the schedule on which payments due under the Interest Rate Swap Agreement are calculated may exceed the aggregate principal balance of the Mortgage Loans, thereby increasing the relative proportion of interest collections on the Mortgage Loans that must be applied to make net payments to the Interest Rate Swap Provider. The combination of a rapid rate of prepayment and low prevailing interest rates could adversely affect the yields on the Class A and Mezzanine Certificates. In addition, any termination payment payable to the Interest Rate Swap Provider (other than Swap Termination Payments resulting from a Swap Provider Trigger Event) will reduce amounts available for distribution to Certificateholders.

Upon early termination of the Interest Rate Swap Agreement, the Trust or the Interest Rate Swap Provider may be liable to make a Swap Termination Payment to the other party (regardless of which party caused the termination). The Swap Termination Payment will be computed in accordance with the procedures set forth in the Interest Rate Swap Agreement. In the event that the Trust is required to make a Swap Termination Payment, that payment will be paid on the related Distribution Date, and on any subsequent Distribution Dates until paid in full, generally prior to distributions to Certificateholders. This feature may result in losses on the Certificates. Due to the priority of the applications of the Available Funds, the Mezzanine Certificates will bear the effects of any shortfalls resulting from a Net Swap Payment or Swap Termination Payment by the Trust before such effects are borne by the Class A Certificates and one or more classes of Mezzanine Certificates may suffer a loss as a result of such payment. Investors should note that the level of one-month LIBOR as of April 18, 2006 is approximately 4.9225% which means the Issuing Entity will make a Net Swap Payment to the Interest Rate Swap Provider unless and until one-month LIBOR equals approximately 5.269%.

To the extent that distributions on the Class A and Mezzanine Certificates depend in part on payments to be received by the Trust under the Interest Rate Swap Agreement, the ability of the Trustee to make such distributions on such certificates will be subject to the credit risk of the Interest Rate Swap Provider. The credit ratings of the Interest Rate Swap Provider as of the date of this prospectus supplement are lower than the ratings assigned to the Class A Certificates. See “The Interest Rate Swap Provider” in this prospectus supplement.

The Liquidity of Your Certificates May Be Limited

None of J.P. Morgan Securities Inc., Banc of America Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Underwriters”) has any obligation to make a secondary market in the classes of Offered Certificates. There is therefore no assurance that a secondary market will develop or, if it develops, that it will continue. Consequently, you may not be able to sell your certificates readily or at prices that will enable you to realize your desired yield. The market values of the certificates are likely to fluctuate; these fluctuations may be significant and could result in significant losses to you.

The secondary markets for asset-backed securities have experienced periods of illiquidity and can be expected to do so in the future. Illiquidity can have a severely adverse effect on the prices of securities that are especially sensitive to prepayment, credit or interest rate risk, or that have been structured to meet the investment requirements of limited categories of investors.

The Ratings on the Certificates Could Be Reduced or Withdrawn

Each rating agency rating the Class A and Mezzanine Certificates may change or withdraw its initial ratings at any time in the future if, in its sole judgment, circumstances warrant a change. A reduction in the claims paying ability of the PMI Insurer would likely result in a reduction in the ratings of the Class A and Mezzanine Certificates. No person is obligated to maintain the ratings at their initial levels. If a rating agency reduces or withdraws its rating on one or more classes of the Class A or Mezzanine Certificates, the liquidity and market value of the affected certificates is likely to be reduced.

Rights of the NIMS Insurer May Negatively Impact the Class A and Mezzanine Certificates

One or more insurance companies (together, the “NIMS Insurer”) may issue a financial guaranty insurance policy covering certain payments to be made on net interest margin securities to be issued by a separate trust. Such net interest margin securities will not be backed by any of the Mortgage Loans or other assets of the Trust but will be secured by, among other things, all or a portion of the Class CE, Class P and/or Residual Certificates. The issuance of such net interest margin securities will not affect distributions on the Certificates. Pursuant to the terms of the Pooling and Servicing Agreement, unless there exists a continuance of any failure by the NIMS Insurer, if any, to make a required payment under the policy insuring the net interest margin securities (such event, a “NIMS Insurer Default”), the NIMS Insurer, if any, will be entitled to exercise, among others, the following rights of the holders of the Class A and Mezzanine Certificates, without the consent of such holders, and the holders of the Class A and Mezzanine Certificates may exercise such rights only with the prior written consent of the NIMS Insurer, if any: (i) the right to provide notices of Master Servicer defaults and the right to direct the Trustee to terminate the rights and obligations of the Master Servicer under the Pooling and Servicing Agreement in the event of a default by the Master Servicer; (ii) the right to remove the Trustee or any co-trustee or custodian pursuant to the Pooling and Servicing Agreement; and (iii) the right to direct the Trustee to make investigations and take actions pursuant to the Pooling and Servicing Agreement. In addition, unless a NIMS Insurer Default exists, such NIMS Insurer’s consent will be required prior to, among other things, (i) the removal and replacement of the Master Servicer, any successor master servicer or the Trustee, (ii) the appointment or termination of any subservicer or co-trustee or (iii) any amendment to the Pooling and Servicing Agreement. The NIMS Insurer, if any, will not have any claim against the Mortgage Loans.

Investors in the Class A and Mezzanine Certificates should note that:

• any insurance policy issued by the NIMS Insurer, if any, will not cover, and will not benefit, in any manner whatsoever, the Class A or Mezzanine Certificates;

• the rights to be granted to the NIMS Insurer, if any, are extensive;

• the interests of the NIMS Insurer, if any, may be inconsistent with, and adverse to, the interests of the holders of the Class A and Mezzanine Certificates and the NIMS Insurer, if any, has no obligation or duty to consider the interests of the Class A and Mezzanine Certificates in connection with the exercise or non-exercise of such NIMS Insurer’s rights;

• such NIMS Insurer’s, if any, exercise of the rights and consents set forth above may negatively affect the Class A and Mezzanine Certificates and the existence of such NIMS Insurer’s, if any, rights, whether or not exercised, may adversely affect the liquidity of the Class A and Mezzanine Certificates relative to other asset-backed certificates backed by comparable mortgage loans and with comparable payment priorities and ratings; and

• there may be more than one series of notes insured by the NIMS Insurer and the NIMS Insurer will have the rights set forth herein so long as any such series of notes remain outstanding.

Environmental Risks

Federal, state and local laws and regulations impose a wide range of requirements on activities that may affect the environment, health and safety. In certain circumstances, these laws and regulations impose obligations on owners or operators of residential properties such as those that secure the mortgage loans. Failure to comply with these laws and regulations can result in fines and penalties that could be assessed against the Trust as owner of the related property.

In some states, a lien on the property due to contamination has priority over the lien of an existing mortgage. Further, a mortgage lender may be held liable as an “owner” or “operator” for costs associated with the release of petroleum from an underground storage tank under certain circumstances. If the Trust is considered the owner or operator of a property, it may suffer losses as a result of any liability imposed for environmental hazards on the property.

Terrorist Attacks and Military Action Could Adversely Affect the Yield on your Certificates

The terrorist attacks in the United States on September 11, 2001 suggest that there is an increased likelihood of future terrorist activity in the United States. In addition, current political and military tensions in the Middle East have resulted in a significant deployment of United States military personnel in the region. Investors should consider the possible effects of past and possible future terrorist attacks and any resulting military response by the United States on the delinquency, default and prepayment experience of the Mortgage Loans. In accordance with the servicing standard set forth in the Pooling and Servicing Agreement, the Master Servicer may defer, reduce or forgive payments and delay foreclosure proceedings in respect of Mortgage Loans to mortgagors affected in some way by such past and possible future events.

In addition, the current deployment of United States military personnel in the Middle East and the activation of a substantial number of United States military reservists and members of the National Guard may significantly increase the proportion of Mortgage Loans whose mortgage rates are reduced by the application of the Relief Act and similar state laws. See “Legal Aspects of Mortgage Assets—Servicemembers Civil Relief Act” in the prospectus. Certain shortfalls in interest collections arising from the application of the Relief Act or any state law providing for similar relief will not be covered by the Master Servicer, any subservicer or any bond guaranty insurance policy.

Legal Actions and Regulatory Actions are Pending Against the Sponsor

Because the nature of the sub-prime mortgage lending and servicing business involves the collection of numerous accounts, the validity of liens and compliance with state and federal lending laws, sub-prime lenders and servicers, including the Sponsor, are subject to numerous claims, legal actions and other matters regarding regulatory compliance (collectively, “Actions”) in the ordinary course of their businesses. These Actions may include lawsuits styled as class actions alleging violations of various federal and state consumer protection laws. While it is impossible to estimate with certainty the ultimate legal and financial liability with respect to such Actions, and an adverse judgment in one or more Actions may have a significant adverse financial effect on the Sponsor, the Sponsor believes that the aggregate amount of liabilities arising from such Actions will not result in monetary damages which will have a material adverse effect on the financial condition or results of the Sponsor. For further information, please see “The Seller, Sponsor and Master Servicer—Legal Actions are Pending Against the Sponsor” and “—Regulatory Matters Concerning the Sponsor” in this prospectus supplement.

Suitability of the Class A and Mezzanine Certificates as Investments

The Class A and Mezzanine Certificates are not suitable investments for any investor that requires a regular or predictable schedule of monthly payments or payment on any specific date. The Class A and Mezzanine Certificates are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risk, the tax consequences of an investment and the interaction of these factors.

USE OF PROCEEDS

The Seller will sell the Mortgage Loans to the Depositor and the Depositor will convey the Mortgage Loans to the Trust in exchange for and concurrently with the delivery of the Certificates. Net proceeds, after deduction of expenses, equal to approximately $1,386,961,537 from the sale of the Offered Certificates will be applied by the Depositor to the purchase of the Mortgage Loans from the Seller. These net proceeds, together with delivery of the Class CE, Class P and Residual Certificates (or the proceeds from the private placement thereof) will represent the Purchase Price to be paid by the Depositor to the Seller for the Mortgage Loans. The Seller will have acquired the Mortgage Loans prior to the sale of the Mortgage Loans to the Depositor.

AFFILIATIONS, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Argent Securities Inc. (the “Depositor”) is a Delaware corporation and is a direct wholly-owned subsidiary of Argent Mortgage Company, L.L.C.

There is not currently, and there was not during the past two years, any material business relationship agreement, arrangement, transaction or understanding that is or was entered into outside the ordinary course of business or is or was on terms other than would be obtained in an arm’s length transaction with an unrelated third party and either the Sponsor and the Depositor.

The Underwriters or their affiliates have ongoing banking relationships with affiliates of the Depositor. Approximately 23.69% of the proceeds received from the sale of the Offered Certificates will be used by the Depositor to satisfy obligations under financing facilities in place with affiliates of the Underwriters with respect to some of the Mortgage Loans.

THE MORTGAGE POOL

The statistical information presented in this prospectus supplement relates to the Mortgage Loans as of the Cut-off Date. References to percentages of the Mortgage Loans in this prospectus supplement are based on the aggregate scheduled principal balance of such Mortgage Loans as specified in the amortization schedule at the Cut-off Date after application of all amounts allocable to unscheduled payments of principal received prior to the Cut-off Date. Prior to the issuance of the Certificates, some Mortgage Loans may be removed from the mortgage pool as a result of incomplete documentation or otherwise and any Mortgage Loans that prepay or default will be removed. Other mortgage loans may be included in the mortgage pool prior to the issuance of the Certificates. However, the removal and inclusion of such mortgage loans will not alter the aggregate principal balance of the Mortgage Loans, any statistic presented on a weighted average basis or any statistic based on a particular loan group or all of the Mortgage Loans by more than plus or minus 5%, although the range of mortgage rates, maturities or certain other characteristics of the Mortgage Loans may vary.

If any material pool characteristic of the Mortgage Loans on the Closing Date differs by more than 5% from the description of the Mortgage Loans in this prospectus supplement, the Depositor will file updated pool characteristics by Form 8-K within four days following the Closing Date.

General

The mortgage loans delivered to the Trust on the Closing Date (the “Mortgage Loans”) will consist of conventional, one- to four- family, adjustable-rate and fixed-rate mortgage loans. The Depositor will purchase the Mortgage Loans from the Seller pursuant to the Mortgage Loan Purchase Agreement (the “Mortgage Loan Purchase Agreement”), between the Seller and the Depositor. Pursuant to the Pooling and Servicing Agreement, to be dated as of the Cut-off Date (the “Pooling and Servicing Agreement”), among the Depositor, the Master Servicer and the Trustee, the Depositor will cause the Mortgage Loans to be assigned to the Trustee for the benefit of the certificateholders.

The Group I Mortgage Loans and the Group II Mortgage Loans are expected to have an aggregate principal balance as of the Cut-off Date of approximately $709,717,780 and $711,470,208, respectively.

The Mortgage Loans will be secured by mortgages or deeds of trust or other similar security instruments creating first or second liens on residential properties (the “Mortgaged Properties”) which may consist of attached, detached or semi-detached one-to four-family dwelling units, individual condominium units or individual units in planned unit developments and manufactured housing, as further described herein. The Mortgage Loans will have original terms to maturity of not greater than 30 years from the date on which the first payment was due on each Mortgage Loan. None of the Group I Mortgage Loans and approximately 2.54% of the Group II Mortgage Loans, by aggregate scheduled principal balance of the related loan group as of the Cut-off Date, are secured by second liens.

Each adjustable-rate Mortgage Loan will accrue interest at the adjustable-rate calculated as specified under the terms of the related mortgage note and each fixed-rate Mortgage Loan will have a Mortgage Rate that is fixed for the life of such Mortgage (each such rate, a “Mortgage Rate”).

All of the Mortgage Loans were originated by Argent Mortgage Company, L.L.C. The Mortgage Loans were selected by the Seller and the Depositor using criteria established by the Seller and the Depositor in consultation with other parties.

The adjustable-rate Mortgage Loans will provide for semi-annual adjustment to the Mortgage Rate thereon and for corresponding adjustments to the monthly payment amount due thereon, in each case on each adjustment date applicable thereto (each such date, an “Adjustment Date”); provided, that the first adjustment for approximately 66.58% of the adjustable-rate Group I Mortgage Loans and approximately 81.00% of the adjustable-rate Group II Mortgage Loans, in each case by aggregate scheduled principal balance of the adjustable-rate Mortgage Loans in the related loan group as of the Cut-off Date, will occur after an initial period of two years after origination, and the first adjustment for approximately 33.42% of the adjustable-rate Group I Mortgage Loans and approximately 19.00% of the adjustable-rate Group II Mortgage Loans, in each case by aggregate scheduled principal balance of the adjustable-rate Mortgage Loans in the related loan group as of the Cut-off Date, will occur after an initial period of three years after origination. On each Adjustment Date for each adjustable-rate Mortgage Loan, the Mortgage Rate thereon will be adjusted (subject to rounding) to equal the sum of the applicable Index (as defined below) and a fixed percentage amount (the “Gross Margin”). The Mortgage Rate on each adjustable-rate Mortgage Loan will not decrease on the first related Adjustment Date, will not increase by more than 2.000% per annum on the first related Adjustment Date (the “Initial Periodic Rate Cap”) and will not increase or decrease by more than 1.000% per annum on any Adjustment Date thereafter (the “Periodic Rate Cap”). Each Mortgage Rate on each adjustable-rate Mortgage Loan will not exceed a specified maximum Mortgage Rate over the life of such Mortgage Loan (the “Maximum Mortgage Rate”) or be less than a specified minimum Mortgage Rate over the life of such Mortgage Loan (the “Minimum Mortgage Rate”). In cases where the minimum mortgage rate for any adjustable-rate Mortgage Loan is lower than its applicable margin, the applicable margin is used as its minimum mortgage rate. Effective with the first monthly payment due on each adjustable-rate Mortgage Loan after each related Adjustment Date, the monthly payment amount will be adjusted to an amount that will amortize fully the outstanding principal balance of the related Mortgage Loan over its remaining term, and pay interest at the Mortgage Rate as so adjusted. Due to the application of the Periodic Rate Caps and the Maximum Mortgage Rates, the Mortgage Rate on each such adjustable-rate Mortgage Loan, as adjusted on any related Adjustment Date, may be less than the sum of the Index and the related Gross Margin, rounded as described herein. None of the adjustable-rate Mortgage Loans permits the related mortgagor to convert the adjustable Mortgage Rate thereon to a fixed Mortgage Rate.

The Mortgage Loans will have scheduled monthly payments due on the first day of the month (with respect to each Mortgage Loan, a “Due Date”). Each Mortgage Loan will contain a customary “due-on-sale” clause which provides that (subject to state and federal restrictions) the Mortgage Loan must be repaid at the time of sale of the related mortgaged property or with the consent of the holder of the mortgage note assumed by a creditworthy purchaser of the related mortgaged property.

None of the Mortgage Loans will be buydown mortgage loans. A buydown mortgage loan consists of monthly payments made by the mortgagor during the buy-down period that will be less than the scheduled monthly payments on the mortgage loan, the resulting difference to be made up from: (i) funds contributed by the seller of the mortgaged property or another source and placed in the buy-down account; (ii) if the funds are contributed on a present value basis, investment earnings on the funds; or (iii) additional funds to be contributed over time by the mortgagor’s employer or another source.

The Originator provides loans primarily to borrowers who do not qualify for loans conforming to the underwriting standards of more traditional lenders but who generally have equity in their property and the apparent ability to repay. While the Originator’s primary consideration in underwriting a mortgage loan are the applicant’s credit standing and repayment ability as well as the value and adequacy of the mortgaged property as collateral, the Originator also considers, among other things, the applicant’s credit history, debt service-to-income ratio, and the type and occupancy status of the mortgaged property. As a result of such underwriting standards, the Mortgage Loans are likely to experience rates of delinquency, foreclosure and bankruptcy that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in a more traditional manner. See “Risk Factors”, “—Underwriting Standards of the Originator” and Annex II of this prospectus supplement.

For purposes of calculating interest and principal distributions on the Class A Certificates, the Mortgage Loans will be divided into two loan groups, designated as the “Group I Mortgage Loans” and the “Group II Mortgage Loans.” The Group I Mortgage Loans will consist of adjustable-rate and fixed-rate mortgage loans with principal balances at origination that conform to Freddie Mac loan limits and the Group II Mortgage Loans will consist of adjustable-rate and fixed-rate mortgage loans with principal balances at origination that may or may not conform to Freddie Mac or Fannie Mae loan limits. As of the Closing Date, the loan limits of Freddie Mac and Fannie Mae are as follows:

	Maximum Original Loan Amount
Number of Units	Continental United States or Puerto Rico	Alaska, Guam, Hawaii or Virgin Islands
1	$417,000	$625,500
2	$533,850	$800,775
3	$645,300	$967,950
4	$801,950	$1,202,925

Approximately 56.76% of the Group I Mortgage Loans and approximately 64.94% of the Group II Mortgage Loans, in each case by aggregate scheduled principal balances of the related loan group as of the Cut-off Date, provide for payment by the mortgagor of a prepayment charge on certain principal prepayments, subject to certain limitations in the related mortgage note and limitations upon collection in the Pooling and Servicing Agreement. Generally, each such Mortgage Loan provides for payment of a prepayment charge on certain prepayments made within a defined period set forth in the related Mortgage Note (generally within the first three years but possibly as short as one year from the date of origination of such Mortgage Loan). The amount of the prepayment charge is as provided in the related Mortgage Note. The holders of the Class P Certificates will be entitled to all prepayment charges received on the Mortgage Loans in each loan group, and such amounts will not be available for distribution on the other classes of Certificates. Under certain instances, as described under the terms of the Pooling and Servicing Agreement, the Master Servicer may waive the payment of any otherwise applicable prepayment charge. Investors should conduct their own analysis of the effect, if any, that the prepayment charges, and decisions by the Master Servicer with respect to the waiver thereof, may have on the prepayment performance of the Mortgage Loans. The Depositor makes no representation as to the effect that the prepayment charges, and decisions by the Master Servicer with respect to the waiver thereof, may have on the prepayment performance of the Mortgage Loans. As of July 1, 2003, the Alternative Mortgage Parity Act of 1982 (the “Parity Act”), which regulates the ability of the Originator to impose prepayment charges, was amended, and as a result, the Originator will be required to comply with state and local laws in originating mortgage loans with prepayment charge provisions with respect to loans originated on or after July 1, 2003. However, the ruling of the Office of Thrift Supervision (the “OTS”) does not retroactively affect loans originated before July 1, 2003. See “Legal Aspects of Mortgage Assets—Enforceability of Certain Provisions—Prepayment Charges” in the prospectus.

Mortgage Loan Statistics

The Group I Mortgage Loans consist of 4,021 adjustable-rate and fixed-rate Mortgage Loans having an aggregate principal balance as of the Cut-off Date of approximately $709,717,780, after application of scheduled payments due on or before the Cut-off Date whether or not received and application of all unscheduled payments of principal received prior to the Cut-off Date, and subject to a permitted variance of plus or minus 5%. None of the Group I Mortgage Loans had a first Due Date prior to September 1, 2005 or after May 1, 2006, or will have a remaining term to stated maturity of less than 175 months or greater than 360 months as of the Cut-off Date. The latest maturity date of any Group I Mortgage Loan is April 1, 2036. The Group I Mortgage Loans are expected to have the characteristics set forth in Annex III of this prospectus supplement as of the Cut-off Date (the sum in any column may not equal the total indicated due to rounding).

The Group II Mortgage Loans consist of 2,749 adjustable-rate and fixed-rate Mortgage Loans having an aggregate principal balance as of the Cut-off Date of approximately $711,470,208, after application of scheduled payments due on or before the Cut-off Date whether or not received and application of all unscheduled payments of principal received prior to the Cut-off Date, and subject to a permitted variance of plus or minus 5%. None of the Group II Mortgage Loans had a first Due Date prior to September 1, 2005 or after May 1, 2006, or will have a remaining term to stated maturity of less than 176 months or greater than 360 months as of the Cut-off Date. The latest maturity date of any Group II Mortgage Loan is April 1, 2036. The Group II Mortgage Loans are expected to have the characteristics set forth in Annex III of this prospectus supplement as of the Cut-off Date (the sum in any column may not equal the total indicated due to rounding).

The Depositor believes that the information set forth in this prospectus supplement and in Annex III with respect to the Mortgage Loans will be representative of the characteristics of the mortgage pool as it will be constituted at the time the Certificates are issued, although the range of mortgage rates and maturities and certain other characteristics of the Mortgage Loans may vary. The characteristics of the final mortgage pool will not differ materially from the information provided herein.

Unless otherwise noted, all statistical percentages or weighted averages set forth in this prospectus supplement are measured as a percentage of the aggregate scheduled principal balance of the Mortgage Loans in the related loan group as of the Cut-off Date.

FICO Scores

“FICO Scores” are statistical credit scores obtained by many mortgage lenders in connection with the loan application to help assess a mortgagor’s creditworthiness. FICO Scores are generated by models developed by a third party and are made available to lenders through three national credit bureaus. The models were derived by analyzing data on consumers in order to establish patterns which are believed to be indicative of the mortgagor’s probability of default. The FICO Score is based on a mortgagor’s historical credit data, including, among other things, payment history, delinquencies on accounts, levels of outstanding indebtedness, length of credit history, types of credit, and bankruptcy experience. FICO Scores range from approximately 250 to approximately 900, with higher scores indicating an individual with a more favorable credit history compared to an individual with a lower score. However, a FICO Score purports only to be a measurement of the relative degree of risk a mortgagor represents to a lender, i.e., that a mortgagor with a higher score is statistically expected to be less likely to default in payment than a mortgagor with a lower score. In addition, it should be noted that FICO Scores were developed to indicate a level of default probability over a two-year period which does not correspond to the life of a mortgage loan. Furthermore, FICO Scores were not developed specifically for use in connection with mortgage loans, but for consumer loans in general. Therefore, a FICO Score does not take into consideration the effect of mortgage loan characteristics on the probability of repayment by the mortgagor. The FICO Scores set forth in the tables in Annex III to this prospectus supplement were obtained at the time of origination of the Mortgage Loans. None of the Seller, the Originator, the Master Servicer, the Trustee, the Underwriters or the Depositor makes any representations or warranties as to the actual performance of any Mortgage Loan or that a particular FICO Score should be relied upon as a basis for an expectation that the mortgagor will repay the Mortgage Loan according to its terms.

The Index

The Index for each adjustable-rate Mortgage Loan will be set forth in the related Mortgage Note. The “Index” is the average of interbank offered rates for six-month U.S. dollar deposits in the London market based on quotations of major banks, and most recently available as of a day specified in the related mortgage note as published in the Western Edition of The Wall Street Journal (“Six-Month LIBOR”). If the Index becomes unpublished or is otherwise unavailable, the Master Servicer will select an alternative index which is based upon comparable information.

THE ISSUING ENTITY

Argent Securities Trust 2006-W4, the “Issuing Entity” or the “Trust”, will be a New York common law trust established pursuant to the Pooling and Servicing Agreement. The Trust will not own any assets other than the Mortgage Loans and the other assets described under “The Pooling and Servicing Agreement” in this prospectus supplement. The Trust will not have any liabilities other than those incurred in connection with the Pooling and Servicing Agreement and any related agreement. The Trust will not have any directors, officers, or other employees. No equity contribution will be made to the Trust by the Sponsor, the Depositor or any other party, and the Trust will not have any other capital. The fiscal year end of the Trust will be December 31. The Trust will act through the Trustee and the Master Servicer.

THE DEPOSITOR

Argent Securities Inc., the Depositor, is a Delaware corporation incorporated in May 2003 as a wholly-owned subsidiary of Argent Mortgage Company, L.L.C. The Depositor was organized for the purpose of serving as a private secondary mortgage market conduit. The Depositor maintains its principal office at 1100 Town & Country Road, Orange, California 92868. Its telephone number is (714) 541-9960.

The Depositor does not have, nor is it expected in the future to have, any significant assets. There will be no further obligations of the Depositor subsequent to the issuance of the Certificates.

THE ORIGINATOR

All of the Mortgage Loans were originated by Argent Mortgage Company, L.L.C. (the “Originator”), an affiliate of the Sponsor. The Originator provided the information in the following paragraphs. The Originator has been originating mortgage loans since January 2003. Prior to January 2003, wholesale mortgage loans were originated through the Sponsor.

The following table summarizes Argent’s wholesale originated one- to four-family residential mortgage loan origination and whole loan sales and securitization activity for the periods shown below. Sales activity may include sales of mortgage loans purchased by Argent from other loan originators.

Wholesale Originations

	Year Ended December 31,
	2003	2004	2005
	(Dollars in Thousands)
Originations	$21,140,156	$47,319,352	$45,935,261
Whole Loan Sales and Securitizations	$16,461,828	$45,864,688	$43,303,444

Underwriting Standards of the Originator

All of the Mortgage Loans acquired by the Seller were originated in accordance with guidelines (the “Underwriting Guidelines”) established by the Originator as described below and with one of the following income documentation types: “Full Documentation,” “Limited Documentation” or “Stated Income.” The Underwriting Guidelines are primarily intended to evaluate: (1) the applicant’s credit standing and repayment ability and (2) the value and adequacy of the mortgaged property as collateral. On a case-by-case basis, the Originator may determine that, based upon compensating factors, a loan applicant, not strictly qualifying under one of the Risk Categories described below, warrants an exception to the requirements set forth in the Underwriting Guidelines. Compensating factors may include, but are not limited to, loan-to-value ratio, debt-to-income ratio, good credit history, stable employment history, length at current employment and time in residence at the applicant’s current address. It is expected that a substantial number of the Mortgage Loans to be included in the mortgage pool will represent such underwriting exceptions.

The Underwriting Guidelines are less stringent than the standards generally acceptable to more traditional lenders with regard to: (1) the applicant’s credit standing and repayment ability and (2) the property offered as collateral. Applicants who qualify under the Underwriting Guidelines generally have payment histories and debt ratios which would not satisfy the underwriting guidelines of more traditional lenders and may have a record of major derogatory credit items such as outstanding judgments or prior bankruptcies. The Underwriting Guidelines establish the maximum permitted loan-to-value ratio for each loan type based upon these and other risk factors.

All of the Mortgage Loans originated by the Originator are based on loan application packages submitted directly or indirectly by a loan applicant to the Originator. Each loan application package has an application completed by the applicant that includes information with respect to the applicant’s liabilities, income, credit history and employment history, as well as certain other personal information. The Originator also obtains (or the broker submits) a credit report on each applicant from a credit reporting company. The credit report typically contains the reported information relating to such matters as credit history with local and national merchants and lenders, installment debt payments and reported records of default, bankruptcy, repossession and judgments. If applicable, the loan application package must also generally include a letter from the applicant explaining all late payments on mortgage debt and, generally, consumer (i.e. non-mortgage) debt.

During the underwriting process, the Originator reviews and verifies the loan applicant’s sources of income (except under the Stated Income and Limited Documentation types, under which programs such information may not be independently verified), calculates the amount of income from all such sources indicated on the loan application, reviews the credit history of the applicant, calculates the debt-to-income ratio to determine the applicant’s ability to repay the loan, and reviews the mortgaged property for compliance with the Underwriting Guidelines. The Underwriting Guidelines are applied in accordance with a procedure which complies with applicable federal and state laws and regulations and requires (i) an appraisal of the mortgaged property which conforms to the Uniform Standards of Professional Appraisal Practice and are generally on forms similar to those acceptable to Fannie Mae and Freddie Mac and (ii) a review of such appraisal, which review may be conducted by a representative of the Originator or a fee appraiser and may include a desk review of the original appraisal or a drive-by review appraisal of the mortgaged property. The Underwriting Guidelines permit loans with combined loan-to-value ratios at origination of up to 100%, subject to certain Risk Category limitations (as further described in that section). The maximum allowable loan-to-value ratio varies based upon the income documentation, property type, creditworthiness, debt service-to-income ratio of the applicant and the overall risks associated with the loan decision.

A.Income Documentation Types

Approximately 53.34%, 7.84% and 38.82% of the Mortgage Loans were originated under the Full Documentation, Limited Documentation and Stated Income documentation programs, respectively, each as further described below.

Full Documentation. The Full Documentation residential loan program is generally based upon current year to date income documentation as well as the previous year’s income documentation (i.e., tax returns and/or W-2 forms and/or written verification of employment) or bank statements for the previous twelve months. The documentation required is specific to the applicant’s sources of income. The applicant’s employment and/or business licenses are generally verified.

Limited Documentation. The Limited Documentation residential loan program is generally based on bank statements from the past six months supported by additional documentation provided by the applicant or current year to date documentation. The applicant’s employment and/or business licenses are generally verified.

Stated Income. The Stated Income residential loan program requires the applicant’s employment and income sources to be stated on the application. The applicant’s income as stated must be reasonable for the related occupation in the loan underwriter’s discretion. However, the applicant’s income as stated on the application is not independently verified.

B.Property Requirements

Properties that are to secure mortgage loans have a valuation obtained by an appraisal performed by a qualified and licensed appraiser who is an independent appraiser who is in good standing with the Originator’s in-house appraisal department. Generally, properties below average standards in condition and repair are not acceptable as security for mortgage loans under the Underwriting Guidelines. Each appraisal includes a market data analysis based on recent sales of comparable homes in the area and, where deemed appropriate, replacement cost analysis based on the current cost of constructing a similar home. Every independent appraisal is reviewed through an automated valuation model, by a representative of the Originator or a fee appraiser before the mortgage loan is funded. The Originator requires that all mortgage loans have title insurance. The Originator also requires that fire and extended coverage casualty insurance be maintained on the property in an amount equal to the lesser of the principal balance of the mortgage loan or the replacement cost of the property.

Any dwelling unit built on a permanent chassis (including mobile homes) and attached to a permanent foundation system is a “manufactured home” for purposes of the Originator’s guidelines. Any of the following factors would make a manufactured home ineligible under the Originator’s guidelines: manufactured homes located in a mobile home park or on leasehold land; manufactured homes not built in accordance with HUD guidelines; manufactured homes with additions; manufactured homes not classified as real property; single wide mobile homes; and manufactured homes located in the following states: Delaware, Hawaii, Iowa, Maryland, New Jersey, New York, North Dakota, Oklahoma, Pennsylvania, Rhode Island and Texas. Other factory-built housing, such as modular, prefabricated, panelized, or sectional housing is not considered a “manufactured home” under the Originator’s guidelines.

C.Risk Categories

Under the Underwriting Guidelines, various Risk Categories are used to grade the likelihood that the mortgagor will satisfy the repayment conditions of the mortgage loan. These Risk Categories establish the maximum permitted loan-to-value ratio and loan amount, given the occupancy status of the mortgaged property and the mortgagor’s credit history and debt ratio. In general, higher credit risk mortgage loans are graded in Risk Categories which permit higher debt ratios and more (or more recent) major derogatory credit items such as outstanding judgments or prior bankruptcies; however, the Underwriting Guidelines establish lower maximum loan-to-value ratios and lower maximum loan amounts for loans graded in such Risk Categories.

The Underwriting Guidelines have the following Risk Categories and criteria for grading the potential likelihood that an applicant will satisfy the repayment obligations of a mortgage loan:

Risk Categories - Argent Mortgage Company, L.L.C.^(1)(2)(3)

	I	II	III	IV	V
Mortgage History (Last 12 Months)	None	3 x 30	1 x 60	1 x 90	1 x 120 or greater

Bankruptcy or Foreclosure AND none in last 36 months AND none in last 24 months AND none in last 12 months OR in last 12 months Not currently in

FICO Score	Maximum LTV(4)
680	100%(5)	95%	90%	80%	75%
650	100%(5)	95%	90%	80%	75%
620	100%(5)	95%	90%	80%	70%
600	100%(5)	95%	90%	80%	70%
580	95%	95%	90%	75%	70%
550	90%	90%	90%	75%	70%
525	85%	85%	80%	75%	70%
500	80%	80%	80%	75%	70%
Maximum Debt Ratio(6)	50%	50%	50%	50%	55%
Other Credit(7)	max $5,000 open major derogatory credit	max $5,000 open major derogatory credit	max $5,000 open major derogatory credit	max $5,000 open major derogatory credit	max $5,000 open major derogatory credit

⁽¹⁾ Loans between $500,000 and $850,000 are available for all income documentation types. In addition, the underwriting guidelines provide for lower maximum LTV’s depending on loan size; no bankruptcies in the last 36 months and mortgaged properties that are owner occupied. Rural properties and manufactured homes are excluded. Loans between $850,001 and $1,000,000 with a maximum LTV of 85% are available for borrowers who meet the following conditions: (i) full and limited documentation types; (ii) mortgaged properties that are owner occupied; (iii) a mortgage history of no worse than 3x30; and(iv) no bankruptcies in the last 24 months. These loans are not available in all states.

⁽²⁾ Interest-only loans are available for all income documentation types, with a maximum LTV ratio of 95%. Interest-only loans are available with interest-only periods of 2, 3 or 5 years. In addition to the program specific guidelines, the interest only guidelines require: a minimum FICO score of 600; a mortgage history of 3x30; no bankruptcies in the last 24 months; and mortgaged properties that are owner occupied. Mortgaged properties that are secured by manufactured homes are excluded.

⁽³⁾ Stepped-rate loans are available for all income documentation types. Stepped-rate loans require: a minimum FICO score of 550; a mortgage history of 3x30; no bankruptcies in the last 24 months; mortgaged properties that are owner occupied; no rural or 3-4 unit properties; no interest-only periods and a maximum loan amount of $850,000.

⁽⁴⁾ The maximum LTV referenced is for mortgagors providing Full Documentation. The LTV may be reduced up to 5% for each of the following characteristics: non-owner occupancy and second homes. LTV may be reduced up to 10% for each of the following characteristics: 3-4 unit properties, manufactured homes, rural locations, and no mortgage or rental history.

⁽⁵⁾ LTV if originated under the 100% Advantage Program (allows qualified applicants the ability to borrow up to 100% LTV on a first-lien) or CLTV if originated under the 80/20 Combo Advantage Program (first lien and second lien mortgage loan closed simultaneously to allow applicants to borrow up to 100% combined CLTV).

⁽⁶⁾ Debt ratios may be increased if the LTV ratio is decreased. LTV equal to or less than 75% may have a 55% debt ratio. LTV equal to or less than 100% may have a 50% debt ratio.

⁽⁷⁾ Open major derogatory credit may be increased (up to a maximum of $5,000) if the LTV ratio is decreased.

The Seller, SPONSOR and Master Servicer

Ameriquest Mortgage Company provided the information set forth in the following paragraphs.

Ameriquest Mortgage Company (sometimes referred to herein as “Ameriquest,” the “Seller,” the “Sponsor” or the “Master Servicer”), a Delaware corporation, is a specialty finance company engaged in the business of originating, purchasing and selling retail and wholesale sub-prime mortgage loans secured by one- to four-family residences. Ameriquest’s mortgage business was begun in 1979 as a savings and loan association and later as a federal savings bank. In 1994 Ameriquest ceased depository operations to focus entirely on its mortgage banking business. In May 1997, Ameriquest sold its wholesale operations and reorganized its retail lending and servicing operations under the name of “Ameriquest Mortgage Company” (the “Reorganization”). In January of 2000, Ameriquest recommenced wholesale lending as a separate division (a.k.a. Argent Mortgage Company, L.L.C.) while continuing its retail and servicing operations. As of January 1, 2003, the wholesale lending division of Ameriquest reorganized its business as a wholly owned subsidiary of Ameriquest under the name of Argent Mortgage Company, L.L.C. Argent Mortgage Company, L.L.C. is currently an affiliate of Ameriquest but is no longer a subsidiary of Ameriquest. Effective as of the close of business on December 31, 2004, the loan servicing division of Ameriquest was transferred to an affiliate, AMC Mortgage Services, Inc. (formerly known as Bedford Home Loans, Inc.). Currently, AMC Mortgage Services, Inc. acts as a sub-servicer for Ameriquest and originates retail loans.

Securitization of mortgage loans originated by the Sponsor or its affiliates is an integral part of the Sponsor’s management of its capital. Since August 2003, the Sponsor has engaged in securitizations of mortgage loans originated by the Sponsor or its affiliates through the Depositor. The Sponsor has been engaged in securitizations of mortgage loans through other depositors since 1996.

The following table shows, for each of the most recent three years, the aggregate principal balance of all mortgage loans originated by the Sponsor and its affiliates and the portion of those mortgage loans securitized during that year.

Origination and Securitization of Mortgage Loans

	At December 31,
	2003	2004	2005
	(Dollar Amounts in thousands)
Aggregate Principal Balance of Mortgage Loans Originated by Sponsor and its affiliates	$41,694,619	$82,757,745	$75,459,156
% of Mortgage Loans Securitized	70.6%	59.6%	65.7%

With respect to 12 of the 85 securitizations of the Depositor or its affiliate Ameriquest Mortgage Securities Inc. (“AMSI”) from 2000 to December 2005, a trigger event has occurred with respect to the loss and delinquency experience of the mortgage loans included in the related trust, resulting in a sequential distribution of principal to the related offered certificates, from the certificate with the highest credit rating to the one with the lowest rating.

Pursuant to the Pooling and Servicing Agreement, Ameriquest will serve as the Master Servicer for the Mortgage Loans. Ameriquest is approved as a seller/servicer for Fannie Mae and Freddie Mac and as a non-supervised mortgagee by the U.S. Department of Housing and Urban Development. As of December 31, 2005, Ameriquest had 248 retail offices (consisting of 37 loan origination centers located in California and 211 loan origination centers located throughout the rest of the United States).

Lending Activities and Loan Sales. Ameriquest Mortgage Company currently originates real estate loans through its network of retail branches. Ameriquest also participates in secondary market activities by originating and selling mortgage loans while continuing to service the majority of the loans sold. In other cases Ameriquest’s whole loan sale agreements provide for the transfer of servicing rights.

Ameriquest’s primary lending activity is funding loans to enable mortgagors to purchase or refinance residential real property, which loans are secured by first or second liens on the related real property. Ameriquest’s single-family real estate loans are predominantly “conventional” mortgage loans, meaning that they are not insured by the Federal Housing Administration or partially guaranteed by the U.S. Department of Veterans Affairs.

Loan Servicing. Ameriquest services all of the mortgage loans it or any affiliate originates which are portfolio retained and continues to service a majority of its and its affiliates loans that have been sold to investors. Servicing includes collecting and remitting loan payments, accounting for principal and interest, contacting delinquent mortgagors, and supervising foreclosure in the event of unremedied defaults. Ameriquest’s servicing activities are audited periodically by applicable regulatory authorities. Certain financial records of Ameriquest relating to its loan servicing activities are reviewed annually as part of the audit of Ameriquest’s financial statements conducted by its independent accountants.

Collection Procedures; Delinquency and Loss Experience. When a mortgagor fails to make a required payment on a residential mortgage loan, Ameriquest attempts to cause the deficiency to be cured by corresponding or making telephone contact with the mortgagor. Pursuant to Ameriquest’s customary procedures for residential mortgage loans serviced by it for its own account, Ameriquest generally mails a notice of intent to foreclose to the mortgagor within ten days after the loan has become 31 days past due (two payments due but not received) and upon expiration of the notice of intent to foreclose, generally one month thereafter, if the loan remains delinquent, typically institutes appropriate legal action to foreclose on the property securing the loan. If foreclosed, the property is sold at a public or private sale. Ameriquest, in its capacity as Master Servicer, typically enters a bid based upon an analysis of the property value, estimated marketing and carrying costs and presence of junior liens, which may be equal to or less than the full amount owed. In the event the property is acquired at the foreclosure sale by Ameriquest, as Master Servicer, it is placed on the market for sale through local real estate brokers experienced in the sale of similar properties.

Ameriquest Residential Loan Servicing Portfolio—Retail Originations

The following table sets forth the delinquency and loss experience at the dates indicated for residential (one- to four-family) retail first lien mortgage loans serviced by Ameriquest that were originated or purchased by Ameriquest’s retail division (including loans originated or purchased by Ameriquest prior to the Reorganization) either directly, or through Ameriquest’s affiliates, Town & Country Credit Corporation and AMC Mortgage Services, Inc. (in its former capacity as Bedford Home Loans, Inc.):

	At December 31,
	2003			2004			2005
	(Dollars in Thousands)
Total Outstanding Principal Balance	$	26,163,721		$	39,725,751		$	42,605,629
Number of Loans		198,902			267,604			287,905
DELINQUENCY
Period of Delinquency:
31-60 Days
Principal Balance	$	368,227		$	598,542		$	866,024
Number of Loans		3,348			4,994			6,749
Delinquency as a Percentage of Total Outstanding Principal Balance		1.41	%		1.51	%		2.03	%
Delinquency as a Percentage of Number of Loans		1.68	%		1.87	%		2.34	%
61-90 Days
Principal Balance	$	183,342		$	331,491		$	466,017
Number of Loans		1,714			2,757			3,688
Delinquency as a Percentage of Total Outstanding Principal Balance		0.70	%		0.83	%		1.09	%
Delinquency as a Percentage of Number of Loans		0.86	%		1.03	%		1.28	%
91 Days or More
Principal Balance	$	1,013,144		$	1,464,824		$	1,810,826
Number of Loans		9,869			12,919			15,214
Delinquency as a Percentage of Total Outstanding Principal Balance		3.87	%		3.69	%		4.25	%
Delinquency as a Percentage of Number of Loans		4.96	%		4.83	%		5.28	%
Total Delinquencies:
Principal Balance	$	1,564,713		$	2,392,587		$	3,142,868
Number of Loans		14,931			20,670			25,651
Delinquency as a Percentage of Total Outstanding Principal Balance		5.98	%		6.02	%		7.38	%
Delinquency as a Percentage of Number of Loans		7.51	%		7.72	%		8.91	%
FORECLOSURES PENDING(1)
Principal Balance	$	661,027		$	1,122,392		$	1,159,814
Number of Loans		6,474			9,804			9,610
Foreclosures Pending as a Percentage of Total Outstanding Principal Balance		2.53	%		2.83	%		2.72	%
Foreclosures Pending as a Percentage of Number of Loans		3.25	%		3.66	%		3.34	%
NET LOAN LOSSES for the Period (2)	$	105,463		$	151,988		$	193,490
NET LOAN LOSSES as a Percentage of Total Outstanding Principal Balance		0.52	%		0.43	%		0.46	%

⁽¹⁾ Includes mortgage loans which are in foreclosure but as to which title to the mortgaged property has not been acquired, at the end of the period indicated. Foreclosures pending are included in the delinquencies set forth above.

⁽²⁾ The net loan loss for any such loan is equal to the difference between (a) the principal balance plus accrued interest through the date of liquidation plus all liquidation expenses related to such loan and (b) all amounts received in connection with the liquidation of such loan.

Ameriquest Residential Loan Servicing Portfolio—Wholesale Originations

The following table sets forth the delinquency and loss experience at the dates indicated for residential (one- to four-family) wholesale first lien mortgage loans serviced by Ameriquest that were originated or purchased by Ameriquest, either directly, or through Argent Mortgage Company, L.L.C. and Olympus Mortgage Company:

	At December 31,
	2003			2004			2005
	(Dollars in Thousands)
Total Outstanding Principal Balance	$	23,468,319		$	40,606,293		$	32,535,569
Number of Loans		136,667			238,319			184,855
DELINQUENCY
Period of Delinquency:
31-60 Days
Principal Balance	$	200,587		$	513,072		$	628,665
Number of Loans		1,253			3,412			4,072
Delinquency as a Percentage of Total Outstanding Principal Balance		0.85	%		1.26	%		1.93	%
Delinquency as a Percentage of Number of Loans		0.92	%		1.43	%		2.20	%
61-90 Days
Principal Balance	$	88,940		$	272,164		$	341,549
Number of Loans		556			1,789			2,297
Delinquency as a Percentage of Total Outstanding Principal Balance		0.38	%		0.67	%		1.05	%
Delinquency as a Percentage of Number of Loans		0.41	%		0.75	%		1.24	%
91 Days or More
Principal Balance	$	290,745		$	1,011,432		$	1,122,948
Number of Loans		1,775			7,032			8,235
Delinquency as a Percentage of Total Outstanding Principal Balance		1.24	%		2.49	%		3.45	%
Delinquency as a Percentage of Number of Loans		1.30	%		2.95	%		4.45	%
Total Delinquencies:
Principal Balance	$	580,272		$	1,796,668		$	2,093,162
Number of Loans		3,584			12,233			14,604
Delinquency as a Percentage of Total Outstanding Principal Balance		2.47	%		4.42	%		6.43	%
Delinquency as a Percentage of Number of Loans		2.62	%		5.13	%		7.90	%
FORECLOSURES PENDING(1)
Principal Balance	$	161,615		$	788,469		$	749,763
Number of Loans		1,006			5,453			5,390
Foreclosures Pending as a Percentage of Total Outstanding Principal Balance		0.69	%		1.94	%		2.30	%
Foreclosures Pending as a Percentage of Number of Loans		0.74	%		2.29	%		2.92	%
NET LOAN LOSSES for the Period (2)	$	7,935		$	47,076		$	130,511
NET LOAN LOSSES as a Percentage of Total Outstanding Principal Balance		0.06	%		0.14	%		0.37	%

⁽¹⁾ Includes mortgage loans which are in foreclosure but as to which title to the mortgaged property has not been acquired. Foreclosures pending are included in the delinquencies set forth above.

⁽²⁾ The net loan loss for any such loan is equal to the difference between (a) the principal balance plus accrued interest through the date of liquidation plus all liquidation expenses related to such loan and (b) all amounts received in connection with the liquidation of such loan.

As of December 31, 2005, 3,112 one- to four-family residential properties relating to loans in Ameriquest’s retail servicing portfolio and 1,975 one- to four-family residential property relating to loans in Ameriquest’s wholesale servicing portfolio had been acquired through foreclosure or deed in lieu of foreclosure and were not liquidated.

The delinquency and loss experience percentages set forth above in the immediately preceding tables are calculated on the basis of the total mortgage loans serviced as of the end of the periods indicated. However, because the total outstanding principal balance of retail residential loans serviced by Ameriquest has increased from $26,163,720,681 at December 31, 2003 to approximately $42,605,628,831 at December 31, 2005 and the total outstanding principal balance of wholesale residential loans serviced by Ameriquest has increased from $23,468,318,527 at December 31, 2003 to approximately $32,535,569,069 at December 31, 2005, the total outstanding principal balance of all loans serviced as of the end of any indicated period includes many loans that will not have been outstanding long enough to give rise to some or all of the indicated periods of delinquency. In the absence of such substantial and continual additions of newly originated loans to the total amount of loans serviced, the percentages indicated above would be higher and could be substantially higher. The actual delinquency percentages with respect to the Mortgage Loans may be expected to be substantially higher than the delinquency percentages indicated above because the composition of the Mortgage Loans will not change.

There can be no assurance that the delinquency and loss experience of the Mortgage Loans will correspond to the loss experience of Ameriquest’s servicing portfolio set forth in the foregoing tables. The statistics shown above represent the delinquency and loss experience for Ameriquest’s total servicing portfolio only for the periods presented, whereas the aggregate delinquency and loss experience on the Mortgage Loans will depend on the results obtained over the life of the Trust. Ameriquest’s servicing portfolio includes mortgage loans with payment and other characteristics that are not representative of the payment and other characteristics of the Mortgage Loans. A substantial number of the Mortgage Loans may also have been originated based on underwriting guidelines that are less stringent than those generally applicable to the servicing portfolio reflected in the foregoing table due to changes in the underwriting standards used by the Sponsor or its affiliates from time to time. If the residential real estate market should experience an overall decline in property values, the actual rates of delinquencies, foreclosures and losses could be higher than those previously experienced by Ameriquest. In addition, adverse economic conditions (which may or may not affect real property values) may affect the timely payment by mortgagors of scheduled payments of principal and interest on the Mortgage Loans and, accordingly, the actual rates of delinquencies, foreclosures and losses with respect to the Mortgage Loans.

Ameriquest Loan Servicing Portfolio—Static Pool Information

Static pool information regarding delinquencies, cumulative losses and prepayments for securitized pools serviced by Ameriquest for the last five years can be obtained from the following website: http://www.amcinvestors.com/arsi. With respect to information regarding prior securitized pools of the Sponsor that do not include the currently offered pool, information regarding prior securitized pools that were established before January 1, 2006 and with respect to information regarding the currently offered pool, information about the pool for period before January 1, 2006, is not deemed to be a part of this prospectus supplement or the Depositor’s registration statement.

Ameriquest Loan Servicing Portfolio—Advances

Ameriquest, in its capacity as master servicer in connection with securitizations of the Depositor or its affiliate Ameriquest Mortgage Securities Inc., where it has substantially identical advancing obligations for this transaction, has complied with and fulfilled all of its advancing obligations for all such transactions for the past three years.

Regulatory Matters Concerning the Sponsor

On January 23, 2006, ACC Capital Holdings Corporation (“ACCCHC”), the parent company of the Sponsor and its retail lending affiliates AMC Mortgage Services, Inc. (formerly known as Bedford Home Loans, Inc.) and Town and Country Credit Corp. (collectively, the “Affiliates”), announced that it had entered into a settlement agreement with forty-nine states and the District of Columbia (the “States”). The settlement was reached after representatives of the financial regulatory agencies and/or attorney general’s offices of many of the States raised concerns relating to the lending policies of the Affiliates; for the appropriateness of discount points charged prior to February 2003; the accuracy of appraisal valuations; stated income loans and oral statements to borrowers relating to loan terms and disclosures. ACCCHC has agreed on behalf of itself and the Affiliates to supplement several of its business practices and to submit itself to independent monitoring. Under the terms of the settlement agreement, ACCCHC agreed to pay $295 million toward restitution to borrowers and $30 million to cover the States’ legal costs and other expenses. In June 2005, ACCCHC recorded a provision of $325 million in its financial statements to reflect the expected settlement.

THE TRUSTEE

General

Deutsche Bank National Trust Company (“DBNTC”) will act as Trustee. DBNTC is a national banking association which has an office in Santa Ana, California. DBNTC has previously been appointed to the role of trustee for numerous mortgage-backed transactions in which residential mortgages comprised the asset pool and has significant experience in this area. As Trustee, DBNTC will be calculating certain items and reporting as set forth in the Pooling and Servicing Agreement. DBNTC has acted as calculation agent in numerous mortgage-backed transactions since 1991. DBNTC also will act as a custodian of the mortgage files pursuant to the Pooling and Servicing Agreement. DBNTC has performed this custodial role in numerous mortgage-backed transactions since 1991. DBNTC will maintain the mortgage files in secure, fire-resistant facilities. DBNTC will not physically segregate the mortgage files from other mortgage files in DBNTC’s custody but they will be kept in shared facilities. However, DBNTC’s proprietary document tracking system will show the location within DBNTC’s facilities of each mortgage file and will show that the mortgage loan documents are held by the Trustee on behalf of the trust. DBNTC has no pending legal proceedings that would materially affect its ability to perform its duties as Trustee on behalf of the holders of the Certificates or as custodian. DBNTC may perform certain of its obligations through one or more third party vendors. However, DBNTC shall remain liable for the duties and obligations required of it under the Pooling and Servicing Agreement.

DBNTC is providing the information in the foregoing paragraph at the depositor’s request in order to assist the depositor with the preparation of its disclosure documents to be filed with the SEC pursuant to Regulation AB. Otherwise, DBNTC has not participated in the preparation of such disclosure documents and assumes no responsibility or liability for their contents.

The Trustee will have the following duties under the Pooling and Servicing Agreement: (i) to authenticate and deliver the Certificates; (ii) to maintain a certificate register; (iii) to calculate and make the required distributions to certificateholders on each Distribution Date; (iv) to prepare and make available to certificateholders the monthly distribution reports and any other reports required to be delivered by the Trustee under the Pooling and Servicing Agreement; (v) to act as successor master servicer, or to appoint a successor master servicer; (vi) to perform tax administration services for the Trust as specified in the Pooling and Servicing Agreement and (vii) to communicate with investors and Rating Agencies with respect to the Certificates as specified in the Pooling and Servicing Agreement.

In addition, the Trustee will act as custodian for the Trust pursuant to the Pooling and Servicing Agreement. The Trustee will hold the mortgage notes, mortgages and other legal documents in the mortgage files for the benefit of the certificateholders. The Trustee will review each mortgage file and deliver a certification that each such mortgage file has been received in accordance with the criteria specified in the Pooling and Servicing Agreement.

The principal compensation to be paid to the Trustee in respect of its obligations under the Pooling and Servicing Agreement will be equal to any interest or other income earned on funds held in the distribution account as provided in the Pooling and Servicing Agreement and the Trustee Fee. The Trustee Fee is payable monthly and accrues at the Trustee Fee Rate of 0.0015% per annum on the aggregate principal balance of the Mortgage Loans.

THE INTEREST RATE SWAP PROVIDER

Deutsche Bank AG, New York Branch (the “Branch”) was established in 1978 and is licensed by the New York Superintendent of Banks. Its office is currently located at 60 Wall Street, New York, NY 10005-2858. The Branch is examined by the New York State Banking Department and is subject to the banking laws and regulations applicable to a foreign bank that operates a New York branch. The Branch is also examined by the Federal Reserve Bank of New York. The long-term senior debt of the Branch has been assigned a rating of AA- (outlook stable) by Standard & Poor’s, Aa3 (outlook stable) by Moody’s Investors Services and AA- (outlook stable) by Fitch Ratings.

YIELD ON THE CERTIFICATES

Certain Shortfalls in Collections of Interest

When a principal prepayment in full is made on a Mortgage Loan, the mortgagor is charged interest only for the period from the Due Date of the preceding monthly payment up to (but not including) the date of such prepayment, instead of for a full month. When a partial principal prepayment is made on a Mortgage Loan, the mortgagor is not charged interest on the amount of such prepayment for the month in which such prepayment is made. With respect to any Determination Date and each Mortgage Loan as to which a voluntary principal prepayment in full was applied during the portion of the related Prepayment Period occurring in the month preceding the month of such Determination Date, the “Prepayment Interest Shortfall” is an amount equal to the interest at the applicable Mortgage Rate (net of the Servicing Fee) on the amount of such principal prepayment for the number of days from the day after the last date on which interest was collected from the related mortgagor through the last day of such preceding calendar month. In addition, the application of the Relief Act to any Mortgage Loan will adversely affect, for an indeterminate period of time, the ability of the Master Servicer to collect full amounts of interest on such Mortgage Loan. See “Legal Aspects of Mortgage Assets—Servicemembers Civil Relief Act” in the prospectus.

The Master Servicer is obligated to pay from its own funds Prepayment Interest Shortfalls, but only to the extent of its aggregate Servicing Fee for the related Due Period. See “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” herein. Accordingly, the effect of (i) any Prepayment Interest Shortfall that exceeds any payments made by the Master Servicer from its own funds in respect thereof or (ii) any shortfalls resulting from the application of the Relief Act, will be to reduce the aggregate amount of interest that is distributed to certificateholders. Any such shortfalls will be allocated among the Certificates as provided under “Description of the Certificates—Interest Distributions” and “—Overcollateralization Provisions” herein. If these shortfalls are allocated to the Class A and Mezzanine Certificates the amount of interest distributed to those Certificates will be reduced, adversely affecting the yield on your investment. The holders of the Class A and Mezzanine Certificates will not be entitled to reimbursement for any such interest shortfalls.

General Prepayment and Default Considerations

The yield to maturity on the Class A and Mezzanine Certificates will be sensitive to defaults on the Mortgage Loans. If a purchaser of a Class A or Mezzanine Certificate calculates its anticipated yield based on an assumed rate of default and amount of losses that is lower than the default rate and amount of losses actually incurred, its actual yield to maturity may be lower than that so calculated. In general, the earlier a loss occurs, the greater the effect on an investor’s yield to maturity. There can be no assurance as to the delinquency, foreclosure or loss experience with respect to the Mortgage Loans. Because the Mortgage Loans were underwritten in accordance with standards less stringent than those of more traditional lenders with regard to a mortgagor’s credit standing and repayment ability, the risk of delinquencies with respect to, and losses on, the Mortgage Loans will be greater than that of mortgage loans underwritten in accordance with the underwriting standards of more traditional lenders.

The rate of principal distributions on the Class A and Mezzanine Certificates, the aggregate amount of distributions on the Class A and Mezzanine Certificates and the yield to maturity on the Class A and Mezzanine Certificates will be related to the rate and timing of payments of principal on the applicable Mortgage Loans. The rate of principal payments on the adjustable-rate Mortgage Loans will in turn be affected by the amortization schedules for such Mortgage Loans as they change from time to time to accommodate changes in the Mortgage Rates and by the rate of principal prepayments thereon (including for this purpose, payments resulting from refinancings, liquidations of the Mortgage Loans due to defaults, casualties, condemnations and repurchases, whether optional or required, by the Seller or the Master Servicer, as the case may be). The Mortgage Loans generally may be prepaid by the mortgagors at any time; however, a mortgagor principal prepayment may subject that mortgagor to a prepayment charge as described under “The Mortgage Pool—General” herein. Furthermore, the interest only feature of the interest-only Mortgage Loans may reduce the perceived benefits of refinancing to take advantage of lower market interest rates or to avoid adjustments in the related Mortgage Rates. However, as a Mortgage Loan with such a feature nears the end of its interest only period, the mortgagor may be more likely to refinance the Mortgage Loan, even if market interest rates are only slightly less than the related Mortgage Rate in order to avoid the increase in the monthly payments to amortize the Mortgage Loan over its remaining life.

Prepayments, liquidations and repurchases of the Mortgage Loans will result in distributions in respect of principal to the holders of the class or classes of Class A and Mezzanine Certificates then entitled to receive such distributions that otherwise would be distributed over the remaining terms of the Mortgage Loans. See “Yield and Maturity Considerations” in the prospectus. Since the rates of payment of principal on the Mortgage Loans will depend on future events and a variety of factors (as described more fully herein and in the prospectus under “Yield and Maturity Considerations”), no assurance can be given as to the rate of principal prepayments on the Mortgage Loans. The extent to which the yield to maturity on any class of Class A or Mezzanine Certificates may vary from the anticipated yield will depend upon the degree to which such Certificates are purchased at a discount or premium and the degree to which the timing of distributions thereon is sensitive to prepayments on the Mortgage Loans. Further, an investor should consider, in the case of any Class A or Mezzanine Certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any Class A or Mezzanine Certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield.

The rate of payments (including prepayments) on pools of mortgage loans is influenced by a variety of economic, geographic, social and other factors, including changes in mortgagors’ housing needs, job transfers, unemployment, mortgagors’ net equity in the mortgaged properties and servicing decisions. If prevailing mortgage rates fall significantly below the Mortgage Rates on the Mortgage Loans, the rate of prepayment (and refinancing) would be expected to increase. Conversely, if prevailing mortgage rates rise significantly above the Mortgage Rates on the Mortgage Loans, the rate of prepayment on the Mortgage Loans would be expected to decrease. The adjustable-rate Mortgage Loans may be subject to greater rates of prepayment as they approach their initial Adjustment Dates even if market interest rates are only slightly higher or lower than their Mortgage Rates as mortgagors seek to avoid changes in their monthly payments. In addition, the existence of the applicable Periodic Rate Cap, Maximum Mortgage Rate and Minimum Mortgage Rate on the adjustable-rate Mortgage Loans may affect the likelihood of prepayments resulting from refinancings. Moreover, the Group I Mortgage Loans (which have principal balances at origination that conform to Freddie Mac loan limits) may experience prepayment behavior that differs from that experienced by the Group II Mortgage Loans (which have principal balances at origination that may or may not conform to Freddie Mac and Fannie Mae loan limits). There can be no certainty as to the rate of prepayments on the Mortgage Loans during any period or over the life of the Certificates. See “Yield and Maturity Considerations” in the prospectus.

The prepayment experience of any Mortgage Loans secured by second liens will likely differ from that on Mortgage Loans secured by first liens. The smaller principal balances of second lien mortgage loans relative to the principal balances of first lien mortgage loans may reduce the perceived benefits of refinancing. In addition, the reduced equity in the related mortgaged property due to the existence of a second lien mortgage loan may reduce the opportunities for refinancing. The reduced opportunity for refinancing may result in a greater rate of default and will likely result in a greater severity of loss following default. On the other hand, many borrowers do not view second lien mortgage loans as permanent financing and may be more inclined to prepay those mortgage loans as a result. We cannot assure you as to the prepayment experience of any of the Mortgage Loans, including those secured by second liens.

Because principal distributions are made to certain classes of Class A and Mezzanine Certificates before other such classes, holders of classes of Class A and Mezzanine Certificates having a later priority of payment bear a greater risk of losses (because such Certificates will represent an increasing percentage interest in the Trust during the period prior to the commencement of distributions of principal thereon) than holders of classes having earlier priorities for distribution of principal. As described under “Description of the Certificates—Principal Distributions” herein, prior to the Stepdown Date, all principal payments on the Mortgage Loans will be allocated to the Class A Certificates. Thereafter, as further described herein, during certain periods, subject to certain delinquency and loss triggers described herein, all principal payments on the Mortgage Loans will be allocated to the Class A and Mezzanine Certificates in the priorities described under “Description of the Certificates—Principal Distributions” in this prospectus supplement.

In general, defaults on mortgage loans may occur with greater frequency in their early years. In addition, default rates may be higher for mortgage loans used to refinance an existing mortgage loan. In the event of a mortgagor’s default on a Mortgage Loan, there can be no assurance that recourse will be available beyond the specific mortgaged property pledged as security for repayment. See “The Originator—Underwriting Standards of the Originator” herein.

Special Yield Considerations

The Mortgage Rates on the adjustable-rate Mortgage Loans adjust semi-annually based upon the Index after an initial period of two or three years after origination and the fixed-rate Mortgage Loans do not adjust at all. The Pass-Through Rates on the Class A and Mezzanine Certificates may adjust monthly based upon One-Month LIBOR as described under “Description of the Certificates—Calculation of One-Month LIBOR” herein, subject to the related Net WAC Pass-Through Rate. As a result, increases in the Pass-Through Rates on the Class A and Mezzanine Certificates may be limited for extended periods in a rising interest rate environment. The interest due on the related Mortgage Loans during any Due Period, net of the expenses of the Trust (including any Net Swap Payment and any Swap Termination Payment owed to the Interest Rate Swap Provider other than termination payments resulting from a Swap Provider Trigger Event), may not equal the amount of interest that would accrue at One-Month LIBOR plus the applicable margin on the Class A and Mezzanine Certificates during the related Interest Accrual Period. In addition, the Index and One-Month LIBOR may respond differently to economic and market factors. Thus, it is possible, for example, that if both One-Month LIBOR and the Index rise during the same period, One-Month LIBOR may rise more rapidly than the Index or may rise higher than the Index, potentially resulting in the application of the related Net WAC Pass-Through Rate on one or more classes of the Class A and Mezzanine Certificates which would adversely affect the yield to maturity on such Certificates. In addition, the Net WAC Pass-Through Rate for a class of Certificates will be reduced by the prepayment of the related Mortgage Loans with relatively higher Mortgage Rates.

If the pass-through rate on any class of Class A or Mezzanine Certificates is limited by the Net WAC Pass-Through Rate for any Distribution Date, the resulting basis risk shortfalls may be recovered by the holders of such Certificates on such Distribution Date or on future Distribution Dates, to the extent that on such Distribution Date or future Distribution Dates there are any available funds remaining after certain other distributions on the Class A and Mezzanine Certificates and the payment of certain fees and expenses of the Trust (including any Net Swap Payments or Swap Termination Payments owed to the Interest Rate Swap Provider other than termination payments resulting from a Swap Provider Trigger Event). The ratings on the Class A and Mezzanine Certificates do not address the likelihood of the recovery of any basis risk shortfalls by holders of the Class A or Mezzanine Certificates.

As described under “Description of the Certificates—Allocation of Losses; Subordination” herein, amounts otherwise distributable to holders of the Mezzanine Certificates may be made available to protect the holders of the Class A Certificates against interruptions in distributions due to certain mortgagor delinquencies, to the extent not covered by Advances. Such delinquencies may affect the yield to investors on the Mezzanine Certificates and, even if subsequently cured, will affect the timing of the receipt of distributions by the holders of the Mezzanine Certificates. In addition, the rate of delinquencies or losses will affect the rate of principal payments on each class of Mezzanine Certificates. See “Description of the Certificates—Principal Distributions” herein.

Weighted Average Lives

Weighted average life refers to the average amount of time that will elapse from the date of issuance of a security until each dollar of principal of such security will be repaid to the investor. The weighted average lives of the Class A and Mezzanine Certificates will be influenced by the rate at which principal on the Mortgage Loans is paid, which may be in the form of scheduled payments or prepayments (including repurchases by the Seller, or purchases by the Master Servicer and prepayments of principal by the mortgagor as well as amounts received by virtue of condemnation, insurance or foreclosure with respect to the Mortgage Loans), and the timing thereof.

Prepayments of mortgage loans are commonly measured relative to a prepayment standard or model. The models used with respect to the Mortgage Loans (the “Prepayment Assumption”) assume:

(i)

In the case of the fixed-rate Mortgage Loans, 100% of the Fixed-Rate Vector. The “Fixed-Rate Vector” means a constant prepayment rate (“CPR”) of 2% per annum of the then unpaid principal balance of such Mortgage Loans in the first month of the life of such Mortgage Loans and an additional 2% per annum in each month thereafter until the 10th month, and then beginning in the 10th month and in each month thereafter during the life of such Mortgage Loans, a CPR of 20% per annum.

(ii)

In the case of the adjustable-rate Mortgage Loans, 100% of the Adjustable-Rate Vector. The “Adjustable-Rate Vector” means (a) a constant prepayment rate (“CPR”) of 5% per annum of the then unpaid principal balance of such Mortgage Loans in the first month of the life of such Mortgage Loans and an additional 2% per annum in each month thereafter until the 12th month, and then beginning in the 12th month and in each month thereafter until the 23rd month, a CPR of 27% per annum, (b) beginning in the 24th month and in each month thereafter until the 27th month, a CPR of 60% per annum and (c) beginning in the 28th month and in each month thereafter during the life of such Mortgage Loans, a CPR of 30% per annum. However, the prepayment rate will not exceed 85% CPR per annum in any period for any percentage of the Adjustable-Rate Vector.

CPR is a prepayment assumption that represents a constant assumed rate of prepayment each month relative to the then outstanding principal balance of a pool of mortgage loans for the life of such mortgage loans. The model does not purport to be either an historical description of the prepayment experience of any pool of mortgage loans or a prediction of the anticipated rate of prepayment of any mortgage loans, including the Mortgage Loans to be included in the Trust. Each of the Prepayment Scenarios in the table below assumes the respective percentages of the applicable prepayment vector indicated for such scenario.

The tables entitled “Percent of Original Certificate Principal Balance Outstanding” were prepared on the basis of the following assumptions (the “Modeling Assumptions”):

(i)the Mortgage Loans have the characteristics set forth in the table entitled “Assumed Mortgage Loan Characteristics” in Annex II of this prospectus supplement;

(ii)distributions on the Class A and Mezzanine Certificates are made on the 25^th day of each month, commencing in the month after the month of the Cut-off Date and the pass-through rates for the Class A and Mezzanine Certificates are determined as set forth herein;

(iii)the prepayment rates are the percentages of the respective Prepayment Assumption set forth in the table entitled “Prepayment Scenarios”;

(iv)no defaults or delinquencies occur in the payment by mortgagors of principal and interest on the Mortgage Loans and no shortfalls in collection of interest are incurred;

(v)none of the Seller, the Originator, the Master Servicer, the NIMS Insurer, if any, or any other person purchases from the Trust any Mortgage Loan pursuant to any obligation or option under the Pooling and Servicing Agreement, except as indicated in the footnotes in the tables below;

(vi)scheduled monthly payments on the Mortgage Loans are received on the first day of each month commencing in the month after the month of the Cut-off Date, and are computed prior to giving effect to any prepayments received in the prior month (except for the interest-only Mortgage Loans during the initial interest only period);

(vii)voluntary principal prepayments representing payment in full of individual Mortgage Loans are received on the last day of each month commencing in the month of the Cut-off Date, and include 30 days’ interest thereon;

(viii)the scheduled monthly payment for each Mortgage Loan is calculated based on its principal balance, Mortgage Rate and remaining amortization term such that the Mortgage Loan will amortize in amounts sufficient to repay the remaining principal balance of such Mortgage Loan by its remaining term to stated maturity;

(ix)the Certificates are purchased on April 25, 2006;

(x)with respect to the adjustable-rate Mortgage Loans, the Index remains constant at 5.209% per annum and the Mortgage Rate on each such Mortgage Loan is adjusted on the next Adjustment Date (and on subsequent Adjustment Dates if necessary) to equal the Index plus the applicable Gross Margin, subject to the applicable Initial Periodic Rate Cap, Periodic Rate Cap, Maximum Mortgage Rate and Minimum Mortgage Rate and in cases where the minimum mortgage rate for any adjustable-rate Mortgage Loan is lower than its applicable margin, the applicable margin is used as its minimum mortgage rate;

(xi)One-Month LIBOR remains constant at 4.901% per annum;

(xii)the monthly payment on each adjustable-rate Mortgage Loan (and for each interest-only Mortgage Loan following its initial interest only period) is adjusted on the Due Date immediately following the next Adjustment Date (and on subsequent Adjustment Dates if necessary) to equal a fully amortizing monthly payment as described in clause (viii) above;

(xiii)the Mortgage Rate for each adjustable-rate Mortgage Loan adjusts every six months following its first Adjustment Date;

(xiv)the initial Certificate Principal Balance of the Class P Certificates is $0.00;

(xv)the Servicing Fee Rate is equal to 0.500% per annum, the Trustee Fee Rate is equal to 0.0017% per annum and the PMI Insurer Fee Rate (together with the Servicing Fee Rate and the Trustee Fee Rate, the “Administrative Fee Rate”) with respect to the Mortgage Loans covered by the PMI Policy is equal to 0.96% per annum; the weighted average Administrative Fee Rate for each Mortgage Loan is equal to 0.619% per annum; and

(xvi)the Fixed Swap Payment is calculated based on a schedule, a copy of which is attached hereto as Annex IV and no Swap Termination Payment to the Interest Rate Swap Provider is made.

Prepayment Scenarios⁽¹⁾

	I	II	III	IV	V	VI
Fixed-rate Mortgage Loans:	0%	50%	75%	100%	125%	150%
Adjustable-rate Mortgage Loans:	0%	50%	75%	100%	125%	150%

_______________

⁽¹⁾ Percentages of the Fixed-Rate Vector for the fixed-rate Mortgage Loans and percentages of the Adjustable-Rate Vector for the adjustable-rate Mortgage Loans.

There will be discrepancies between the characteristics of the actual Mortgage Loans and the characteristics included in the Modeling Assumptions. Any such discrepancy may have an effect upon the percentages of the original Certificate Principal Balances outstanding (and the corresponding weighted average lives) of the Class A and Mezzanine Certificates set forth in the tables. In addition, since it is not likely the level of the Index or One-Month LIBOR will remain constant as assumed, the Class A and Mezzanine Certificates may mature earlier or later than indicated by the table. As described under “Description of the Certificates—Principal Distributions” herein, the occurrence of the Stepdown Date or a Trigger Event will have the effect of accelerating or decelerating the amortization of the Class A and Mezzanine Certificates and affecting the weighted average lives of such Certificates. Neither the prepayment model used herein nor any other prepayment model or assumption purports to be an historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of mortgage loans, including the Mortgage Loans included in the mortgage pool. Variations in the prepayment experience and the balance of the Mortgage Loans that prepay may increase or decrease the percentages of original Certificate Principal Balances (and the corresponding weighted average lives) shown in the following tables. Such variations may occur even if the average prepayment experience of all the Mortgage Loans equals any of the Prepayment Scenarios shown in the immediately following tables.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class A-1 Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	99	89	83	78	72	67
April 25, 2008	98	71	58	45	33	22
April 25, 2009	98	55	37	22	9	0
April 25, 2010	97	43	29	20	9	0
April 25, 2011	96	35	23	15	9	0
April 25, 2012	95	30	18	11	6	0
April 25, 2013	94	26	14	8	4	0
April 25, 2014	93	22	11	6	3	0
April 25, 2015	91	19	9	4	2	0
April 25, 2016	90	16	7	3	1	0
April 25, 2017	88	13	6	2	1	0
April 25, 2018	86	11	4	2	*	0
April 25, 2019	84	10	3	1	*	0
April 25, 2020	81	8	3	1	0	0
April 25, 2021	79	7	2	*	0	0
April 25, 2022	76	6	2	*	0	0
April 25, 2023	72	5	1	0	0	0
April 25, 2024	68	4	1	0	0	0
April 25, 2025	64	3	1	0	0	0
April 25, 2026	60	3	*	0	0	0
April 25, 2027	55	2	*	0	0	0
April 25, 2028	49	2	0	0	0	0
April 25, 2029	43	1	0	0	0	0
April 25, 2030	37	1	0	0	0	0
April 25, 2031	32	1	0	0	0	0
April 25, 2032	27	*	0	0	0	0
April 25, 2033	21	*	0	0	0	0
April 25, 2034	14	0	0	0	0	0
April 25, 2035	7	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	20.48	5.36	3.69	2.74	2.05	1.45
Weighted Average Life (years) to Optional Termination(2)(3)	20.44	4.98	3.39	2.50	1.86	1.45

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class A-2A Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	99	73	61	48	35	22
April 25, 2008	97	31	*	0	0	0
April 25, 2009	96	0	0	0	0	0
April 25, 2010	95	0	0	0	0	0
April 25, 2011	93	0	0	0	0	0
April 25, 2012	91	0	0	0	0	0
April 25, 2013	89	0	0	0	0	0
April 25, 2014	87	0	0	0	0	0
April 25, 2015	84	0	0	0	0	0
April 25, 2016	81	0	0	0	0	0
April 25, 2017	77	0	0	0	0	0
April 25, 2018	73	0	0	0	0	0
April 25, 2019	68	0	0	0	0	0
April 25, 2020	63	0	0	0	0	0
April 25, 2021	56	0	0	0	0	0
April 25, 2022	50	0	0	0	0	0
April 25, 2023	42	0	0	0	0	0
April 25, 2024	33	0	0	0	0	0
April 25, 2025	24	0	0	0	0	0
April 25, 2026	13	0	0	0	0	0
April 25, 2027	2	0	0	0	0	0
April 25, 2028	0	0	0	0	0	0
April 25, 2029	0	0	0	0	0	0
April 25, 2030	0	0	0	0	0	0
April 25, 2031	0	0	0	0	0	0
April 25, 2032	0	0	0	0	0	0
April 25, 2033	0	0	0	0	0	0
April 25, 2034	0	0	0	0	0	0
April 25, 2035	0	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	14.69	1.58	1.22	1.00	0.85	0.75
Weighted Average Life (years) to Optional Termination(2)(3)	14.69	1.58	1.22	1.00	0.85	0.75

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class A-2B Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	38	0	0
April 25, 2009	100	86	0	0	0	0
April 25, 2010	100	30	0	0	0	0
April 25, 2011	100	0	0	0	0	0
April 25, 2012	100	0	0	0	0	0
April 25, 2013	100	0	0	0	0	0
April 25, 2014	100	0	0	0	0	0
April 25, 2015	100	0	0	0	0	0
April 25, 2016	100	0	0	0	0	0
April 25, 2017	100	0	0	0	0	0
April 25, 2018	100	0	0	0	0	0
April 25, 2019	100	0	0	0	0	0
April 25, 2020	100	0	0	0	0	0
April 25, 2021	100	0	0	0	0	0
April 25, 2022	100	0	0	0	0	0
April 25, 2023	100	0	0	0	0	0
April 25, 2024	100	0	0	0	0	0
April 25, 2025	100	0	0	0	0	0
April 25, 2026	100	0	0	0	0	0
April 25, 2027	100	0	0	0	0	0
April 25, 2028	76	0	0	0	0	0
April 25, 2029	45	0	0	0	0	0
April 25, 2030	10	0	0	0	0	0
April 25, 2031	0	0	0	0	0	0
April 25, 2032	0	0	0	0	0	0
April 25, 2033	0	0	0	0	0	0
April 25, 2034	0	0	0	0	0	0
April 25, 2035	0	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	22.84	3.69	2.44	2.00	1.77	1.53
Weighted Average Life (years) to Optional Termination(2)(3)	22.84	3.69	2.44	2.00	1.77	1.53

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class A-2C Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	100	77	24
April 25, 2009	100	100	98	24	0	0
April 25, 2010	100	100	64	20	0	0
April 25, 2011	100	93	35	0	0	0
April 25, 2012	100	68	11	0	0	0
April 25, 2013	100	47	0	0	0	0
April 25, 2014	100	29	0	0	0	0
April 25, 2015	100	14	0	0	0	0
April 25, 2016	100	1	0	0	0	0
April 25, 2017	100	0	0	0	0	0
April 25, 2018	100	0	0	0	0	0
April 25, 2019	100	0	0	0	0	0
April 25, 2020	100	0	0	0	0	0
April 25, 2021	100	0	0	0	0	0
April 25, 2022	100	0	0	0	0	0
April 25, 2023	100	0	0	0	0	0
April 25, 2024	100	0	0	0	0	0
April 25, 2025	100	0	0	0	0	0
April 25, 2026	100	0	0	0	0	0
April 25, 2027	100	0	0	0	0	0
April 25, 2028	100	0	0	0	0	0
April 25, 2029	100	0	0	0	0	0
April 25, 2030	100	0	0	0	0	0
April 25, 2031	87	0	0	0	0	0
April 25, 2032	61	0	0	0	0	0
April 25, 2033	32	0	0	0	0	0
April 25, 2034	1	0	0	0	0	0
April 25, 2035	0	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	26.38	7.07	4.61	3.00	2.16	1.98
Weighted Average Life (years) to Optional Termination(2)(3)	26.38	7.07	4.61	3.00	2.16	1.98

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class A-2D Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	100	100	100
April 25, 2009	100	100	100	100	45	0
April 25, 2010	100	100	100	100	45	0
April 25, 2011	100	100	100	91	45	0
April 25, 2012	100	100	100	65	34	0
April 25, 2013	100	100	90	46	22	0
April 25, 2014	100	100	71	33	14	0
April 25, 2015	100	100	55	24	9	0
April 25, 2016	100	100	43	17	6	0
April 25, 2017	100	86	33	12	3	0
April 25, 2018	100	72	26	9	*	0
April 25, 2019	100	61	20	6	0	0
April 25, 2020	100	51	16	3	0	0
April 25, 2021	100	43	12	1	0	0
April 25, 2022	100	36	9	0	0	0
April 25, 2023	100	30	7	0	0	0
April 25, 2024	100	24	5	0	0	0
April 25, 2025	100	20	3	0	0	0
April 25, 2026	100	16	1	0	0	0
April 25, 2027	100	13	0	0	0	0
April 25, 2028	100	11	0	0	0	0
April 25, 2029	100	8	0	0	0	0
April 25, 2030	100	6	0	0	0	0
April 25, 2031	100	4	0	0	0	0
April 25, 2032	100	2	0	0	0	0
April 25, 2033	100	0	0	0	0	0
April 25, 2034	100	0	0	0	0	0
April 25, 2035	51	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	29.04	15.35	10.46	7.62	4.90	2.36
Weighted Average Life (years) to Optional Termination(2)(3)	28.78	13.08	8.73	6.30	3.87	2.36

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class M-1 Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	100	100	100
April 25, 2009	100	100	100	100	100	77
April 25, 2010	100	100	77	52	100	77
April 25, 2011	100	92	60	38	36	77
April 25, 2012	100	78	47	27	15	74
April 25, 2013	100	67	37	19	10	45
April 25, 2014	100	57	29	14	6	27
April 25, 2015	100	48	23	10	4	11
April 25, 2016	100	41	18	7	2	2
April 25, 2017	100	35	14	5	0	0
April 25, 2018	100	29	11	4	0	0
April 25, 2019	100	25	9	2	0	0
April 25, 2020	100	21	7	0	0	0
April 25, 2021	100	17	5	0	0	0
April 25, 2022	100	15	4	0	0	0
April 25, 2023	100	12	3	0	0	0
April 25, 2024	100	10	*	0	0	0
April 25, 2025	100	8	0	0	0	0
April 25, 2026	100	7	0	0	0	0
April 25, 2027	100	6	0	0	0	0
April 25, 2028	100	4	0	0	0	0
April 25, 2029	100	4	0	0	0	0
April 25, 2030	99	1	0	0	0	0
April 25, 2031	86	0	0	0	0	0
April 25, 2032	72	0	0	0	0	0
April 25, 2033	56	0	0	0	0	0
April 25, 2034	39	0	0	0	0	0
April 25, 2035	20	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	27.27	10.32	6.94	5.42	5.31	6.52
Weighted Average Life (years) to Optional Termination(2)(3)	27.17	9.41	6.24	4.87	4.88	3.88

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class M-2 Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	100	100	100
April 25, 2009	100	100	100	100	100	100
April 25, 2010	100	100	77	52	87	100
April 25, 2011	100	92	60	38	22	65
April 25, 2012	100	78	47	27	15	8
April 25, 2013	100	67	37	19	10	5
April 25, 2014	100	57	29	14	6	0
April 25, 2015	100	48	23	10	4	0
April 25, 2016	100	41	18	7	0	0
April 25, 2017	100	35	14	5	0	0
April 25, 2018	100	29	11	4	0	0
April 25, 2019	100	25	9	0	0	0
April 25, 2020	100	21	7	0	0	0
April 25, 2021	100	17	5	0	0	0
April 25, 2022	100	15	4	0	0	0
April 25, 2023	100	12	*	0	0	0
April 25, 2024	100	10	0	0	0	0
April 25, 2025	100	8	0	0	0	0
April 25, 2026	100	7	0	0	0	0
April 25, 2027	100	6	0	0	0	0
April 25, 2028	100	4	0	0	0	0
April 25, 2029	100	2	0	0	0	0
April 25, 2030	99	0	0	0	0	0
April 25, 2031	86	0	0	0	0	0
April 25, 2032	72	0	0	0	0	0
April 25, 2033	56	0	0	0	0	0
April 25, 2034	39	0	0	0	0	0
April 25, 2035	20	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	27.27	10.29	6.91	5.31	4.86	5.38
Weighted Average Life (years) to Optional Termination(2)(3)	27.17	9.41	6.24	4.79	4.45	4.17

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class M-3 Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	100	100	100
April 25, 2009	100	100	100	100	100	100
April 25, 2010	100	100	77	52	34	100
April 25, 2011	100	92	60	38	22	13
April 25, 2012	100	78	47	27	15	8
April 25, 2013	100	67	37	19	10	5
April 25, 2014	100	57	29	14	6	0
April 25, 2015	100	48	23	10	3	0
April 25, 2016	100	41	18	7	0	0
April 25, 2017	100	35	14	5	0	0
April 25, 2018	100	29	11	*	0	0
April 25, 2019	100	25	9	0	0	0
April 25, 2020	100	21	7	0	0	0
April 25, 2021	100	17	5	0	0	0
April 25, 2022	100	15	1	0	0	0
April 25, 2023	100	12	0	0	0	0
April 25, 2024	100	10	0	0	0	0
April 25, 2025	100	8	0	0	0	0
April 25, 2026	100	7	0	0	0	0
April 25, 2027	100	6	0	0	0	0
April 25, 2028	100	4	0	0	0	0
April 25, 2029	100	0	0	0	0	0
April 25, 2030	99	0	0	0	0	0
April 25, 2031	86	0	0	0	0	0
April 25, 2032	72	0	0	0	0	0
April 25, 2033	56	0	0	0	0	0
April 25, 2034	39	0	0	0	0	0
April 25, 2035	20	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	27.26	10.26	6.88	5.25	4.63	4.66
Weighted Average Life (years) to Optional Termination(2)(3)	27.17	9.41	6.24	4.75	4.24	4.17

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class M-4 Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	100	100	100
April 25, 2009	100	100	100	100	100	100
April 25, 2010	100	100	77	52	34	54
April 25, 2011	100	92	60	38	22	13
April 25, 2012	100	78	47	27	15	8
April 25, 2013	100	67	37	19	10	1
April 25, 2014	100	57	29	14	6	0
April 25, 2015	100	48	23	10	0	0
April 25, 2016	100	41	18	7	0	0
April 25, 2017	100	35	14	5	0	0
April 25, 2018	100	29	11	0	0	0
April 25, 2019	100	25	9	0	0	0
April 25, 2020	100	21	7	0	0	0
April 25, 2021	100	17	5	0	0	0
April 25, 2022	100	15	0	0	0	0
April 25, 2023	100	12	0	0	0	0
April 25, 2024	100	10	0	0	0	0
April 25, 2025	100	8	0	0	0	0
April 25, 2026	100	7	0	0	0	0
April 25, 2027	100	6	0	0	0	0
April 25, 2028	100	0	0	0	0	0
April 25, 2029	100	0	0	0	0	0
April 25, 2030	99	0	0	0	0	0
April 25, 2031	86	0	0	0	0	0
April 25, 2032	72	0	0	0	0	0
April 25, 2033	56	0	0	0	0	0
April 25, 2034	39	0	0	0	0	0
April 25, 2035	20	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	27.26	10.23	6.85	5.19	4.50	4.35
Weighted Average Life (years) to Optional Termination(2)(3)	27.17	9.41	6.24	4.72	4.13	4.05

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class M-5 Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	100	100	100
April 25, 2009	100	100	100	100	100	100
April 25, 2010	100	100	77	52	34	21
April 25, 2011	100	92	60	38	22	13
April 25, 2012	100	78	47	27	15	8
April 25, 2013	100	67	37	19	10	0
April 25, 2014	100	57	29	14	6	0
April 25, 2015	100	48	23	10	0	0
April 25, 2016	100	41	18	7	0	0
April 25, 2017	100	35	14	*	0	0
April 25, 2018	100	29	11	0	0	0
April 25, 2019	100	25	9	0	0	0
April 25, 2020	100	21	7	0	0	0
April 25, 2021	100	17	0	0	0	0
April 25, 2022	100	15	0	0	0	0
April 25, 2023	100	12	0	0	0	0
April 25, 2024	100	10	0	0	0	0
April 25, 2025	100	8	0	0	0	0
April 25, 2026	100	7	0	0	0	0
April 25, 2027	100	1	0	0	0	0
April 25, 2028	100	0	0	0	0	0
April 25, 2029	100	0	0	0	0	0
April 25, 2030	99	0	0	0	0	0
April 25, 2031	86	0	0	0	0	0
April 25, 2032	72	0	0	0	0	0
April 25, 2033	56	0	0	0	0	0
April 25, 2034	39	0	0	0	0	0
April 25, 2035	20	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	27.26	10.18	6.81	5.15	4.40	4.12
Weighted Average Life (years) to Optional Termination(2)(3)	27.17	9.41	6.24	4.70	4.05	3.85

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class M-6 Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	100	100	100
April 25, 2009	100	100	100	100	100	100
April 25, 2010	100	100	77	52	34	21
April 25, 2011	100	92	60	38	22	13
April 25, 2012	100	78	47	27	15	7
April 25, 2013	100	67	37	19	10	0
April 25, 2014	100	57	29	14	0	0
April 25, 2015	100	48	23	10	0	0
April 25, 2016	100	41	18	5	0	0
April 25, 2017	100	35	14	0	0	0
April 25, 2018	100	29	11	0	0	0
April 25, 2019	100	25	9	0	0	0
April 25, 2020	100	21	1	0	0	0
April 25, 2021	100	17	0	0	0	0
April 25, 2022	100	15	0	0	0	0
April 25, 2023	100	12	0	0	0	0
April 25, 2024	100	10	0	0	0	0
April 25, 2025	100	8	0	0	0	0
April 25, 2026	100	2	0	0	0	0
April 25, 2027	100	0	0	0	0	0
April 25, 2028	100	0	0	0	0	0
April 25, 2029	100	0	0	0	0	0
April 25, 2030	99	0	0	0	0	0
April 25, 2031	86	0	0	0	0	0
April 25, 2032	72	0	0	0	0	0
April 25, 2033	56	0	0	0	0	0
April 25, 2034	39	0	0	0	0	0
April 25, 2035	20	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	27.26	10.12	6.76	5.10	4.30	3.95
Weighted Average Life (years) to Optional Termination(2)(3)	27.17	9.41	6.24	4.69	3.99	3.70

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class M-7 Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	100	100	100
April 25, 2009	100	100	100	100	100	100
April 25, 2010	100	100	77	52	34	21
April 25, 2011	100	92	60	38	22	13
April 25, 2012	100	78	47	27	15	0
April 25, 2013	100	67	37	19	8	0
April 25, 2014	100	57	29	14	0	0
April 25, 2015	100	48	23	10	0	0
April 25, 2016	100	41	18	0	0	0
April 25, 2017	100	35	14	0	0	0
April 25, 2018	100	29	11	0	0	0
April 25, 2019	100	25	3	0	0	0
April 25, 2020	100	21	0	0	0	0
April 25, 2021	100	17	0	0	0	0
April 25, 2022	100	15	0	0	0	0
April 25, 2023	100	12	0	0	0	0
April 25, 2024	100	10	0	0	0	0
April 25, 2025	100	2	0	0	0	0
April 25, 2026	100	0	0	0	0	0
April 25, 2027	100	0	0	0	0	0
April 25, 2028	100	0	0	0	0	0
April 25, 2029	100	0	0	0	0	0
April 25, 2030	99	0	0	0	0	0
April 25, 2031	86	0	0	0	0	0
April 25, 2032	72	0	0	0	0	0
April 25, 2033	56	0	0	0	0	0
April 25, 2034	39	0	0	0	0	0
April 25, 2035	20	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	27.25	10.04	6.70	5.02	4.21	3.81
Weighted Average Life (years) to Optional Termination(2)(3)	27.17	9.41	6.24	4.67	3.93	3.59

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class M-8 Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	100	100	100
April 25, 2009	100	100	100	100	100	100
April 25, 2010	100	100	77	52	34	21
April 25, 2011	100	92	60	38	22	11
April 25, 2012	100	78	47	27	15	0
April 25, 2013	100	67	37	19	0	0
April 25, 2014	100	57	29	14	0	0
April 25, 2015	100	48	23	1	0	0
April 25, 2016	100	41	18	0	0	0
April 25, 2017	100	35	14	0	0	0
April 25, 2018	100	29	4	0	0	0
April 25, 2019	100	25	0	0	0	0
April 25, 2020	100	21	0	0	0	0
April 25, 2021	100	17	0	0	0	0
April 25, 2022	100	15	0	0	0	0
April 25, 2023	100	10	0	0	0	0
April 25, 2024	100	1	0	0	0	0
April 25, 2025	100	0	0	0	0	0
April 25, 2026	100	0	0	0	0	0
April 25, 2027	100	0	0	0	0	0
April 25, 2028	100	0	0	0	0	0
April 25, 2029	100	0	0	0	0	0
April 25, 2030	99	0	0	0	0	0
April 25, 2031	86	0	0	0	0	0
April 25, 2032	72	0	0	0	0	0
April 25, 2033	56	0	0	0	0	0
April 25, 2034	39	0	0	0	0	0
April 25, 2035	20	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	27.24	9.90	6.59	4.94	4.10	3.68
Weighted Average Life (years) to Optional Termination(2)(3)	27.17	9.41	6.24	4.67	3.89	3.51

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class M-9 Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	100	100	100
April 25, 2009	100	100	100	100	100	100
April 25, 2010	100	100	77	52	34	21
April 25, 2011	100	92	60	38	22	0
April 25, 2012	100	78	47	27	8	0
April 25, 2013	100	67	37	19	0	0
April 25, 2014	100	57	29	5	0	0
April 25, 2015	100	48	23	0	0	0
April 25, 2016	100	41	18	0	0	0
April 25, 2017	100	35	5	0	0	0
April 25, 2018	100	29	0	0	0	0
April 25, 2019	100	25	0	0	0	0
April 25, 2020	100	21	0	0	0	0
April 25, 2021	100	17	0	0	0	0
April 25, 2022	100	8	0	0	0	0
April 25, 2023	100	0	0	0	0	0
April 25, 2024	100	0	0	0	0	0
April 25, 2025	100	0	0	0	0	0
April 25, 2026	100	0	0	0	0	0
April 25, 2027	100	0	0	0	0	0
April 25, 2028	100	0	0	0	0	0
April 25, 2029	100	0	0	0	0	0
April 25, 2030	99	0	0	0	0	0
April 25, 2031	86	0	0	0	0	0
April 25, 2032	72	0	0	0	0	0
April 25, 2033	56	0	0	0	0	0
April 25, 2034	39	0	0	0	0	0
April 25, 2035	20	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	27.22	9.73	6.47	4.83	4.00	3.56
Weighted Average Life (years) to Optional Termination(2)(3)	27.17	9.41	6.24	4.66	3.86	3.45

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

Percent of Original Certificate Principal Balance Outstanding⁽¹⁾

	Class M-10 Prepayment Scenario
Distribution Date	I	II	III	IV	V	VI
Initial Percentage	100%	100%	100%	100%	100%	100%
April 25, 2007	100	100	100	100	100	100
April 25, 2008	100	100	100	100	100	100
April 25, 2009	100	100	100	100	100	100
April 25, 2010	100	100	77	52	34	16
April 25, 2011	100	92	60	38	18	0
April 25, 2012	100	78	47	27	0	0
April 25, 2013	100	67	37	10	0	0
April 25, 2014	100	57	29	0	0	0
April 25, 2015	100	48	20	0	0	0
April 25, 2016	100	41	5	0	0	0
April 25, 2017	100	35	0	0	0	0
April 25, 2018	100	29	0	0	0	0
April 25, 2019	100	25	0	0	0	0
April 25, 2020	100	15	0	0	0	0
April 25, 2021	100	4	0	0	0	0
April 25, 2022	100	0	0	0	0	0
April 25, 2023	100	0	0	0	0	0
April 25, 2024	100	0	0	0	0	0
April 25, 2025	100	0	0	0	0	0
April 25, 2026	100	0	0	0	0	0
April 25, 2027	100	0	0	0	0	0
April 25, 2028	100	0	0	0	0	0
April 25, 2029	100	0	0	0	0	0
April 25, 2030	99	0	0	0	0	0
April 25, 2031	86	0	0	0	0	0
April 25, 2032	72	0	0	0	0	0
April 25, 2033	56	0	0	0	0	0
April 25, 2034	39	0	0	0	0	0
April 25, 2035	11	0	0	0	0	0
April 25, 2036	0	0	0	0	0	0
Weighted Average Life (years) to Maturity(2)	27.18	9.45	6.26	4.67	3.86	3.42
Weighted Average Life (years) to Optional Termination(2)(3)	27.16	9.37	6.21	4.63	3.83	3.39

_________________________

⁽¹⁾ Rounded to the nearest whole percentage except where otherwise indicated. If applicable, an * represents less than one-half of one percent but greater than zero percent.

⁽²⁾ The weighted average life of any class of Class A and Mezzanine Certificates is determined by (i) multiplying the assumed net reduction, if any, in the Certificate Principal Balance on each Distribution Date of such class of Certificates by the number of years from the date of issuance of the Certificates to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the assumed net reductions in Certificate Principal Balance of such class of Certificates.

⁽³⁾ Assumes an optional purchase of the Mortgage Loans on the earliest Distribution Date on which it is permitted.

There is no assurance that prepayments of the Mortgage Loans will conform to any of the levels of CPR reflected in the Prepayment Scenarios indicated in the tables above, or to any other level, or that the actual weighted average lives of the Class A and Mezzanine Certificates will conform to any of the weighted average lives set forth in the tables above. Furthermore, the information contained in the tables with respect to the weighted average lives of the Class A and Mezzanine Certificates is not necessarily indicative of the weighted average lives that might be calculated or projected under different or varying prepayment, Index or One-Month LIBOR level assumptions.

The characteristics of the Mortgage Loans will differ from those assumed in preparing the tables above. In addition, it is unlikely that any Mortgage Loan will prepay at any constant percentage until maturity, that all of the Mortgage Loans will prepay at the same rate or that the level of the Index or One-Month LIBOR will remain constant or at any level for any period of time. The timing of changes in the rate of prepayments may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments and the level of the Index or One-Month LIBOR is consistent with the expectations of investors.

Yield Sensitivity of the Mezzanine Certificates

If the Overcollateralized Amount and each class of Mezzanine Certificates with a lower distribution priority have been reduced to zero, the yield to maturity on the class of Mezzanine Certificates with the lowest distribution priority will become extremely sensitive to losses on the Mortgage Loans (and the timing thereof), because the entire amount of any Realized Losses (to the extent not covered by Net Monthly Excess Cashflow or by amounts paid under the Interest Rate Swap Agreement and available for that purpose) will be allocated to that class of Certificates. Investors in the Mezzanine Certificates should fully consider the risk that Realized Losses on the Mortgage Loans could result in the failure of such investors to fully recover their investments. Once a Realized Loss is allocated to a Mezzanine Certificate, such written down amount will not bear interest and will not be reinstated (except in the case of Subsequent Recoveries). However, the amount of any Realized Losses allocated to the Mezzanine Certificates may be distributed to the holders of such Certificates according to the priorities set forth under “Description of the Certificates—Overcollateralization Provisions” and “Description of the Certificates—The Interest Rate Swap Agreement and the Swap Account” in this prospectus supplement.

The Mezzanine Certificates will not be entitled to any principal distributions until the Stepdown Date or on any Distribution Date on which a Trigger Event is in effect (unless the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero).

As a result, the weighted average lives of the Mezzanine Certificates will be longer than would otherwise be the case if distributions of principal were allocated on a pro rata basis among the Class A and Mezzanine Certificates. As a result of the longer weighted average lives of the Mezzanine Certificates, the holders of such Certificates have a greater risk of suffering a loss on their investments. Further, because a Trigger Event may be based on delinquencies, it is possible for the Mezzanine Certificates to receive no principal distributions (unless the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero) on and after the Stepdown Date even if no losses have occurred on the mortgage pool. For additional considerations relating to the yield on the Mezzanine Certificates, see “Yield and Maturity Considerations” in the prospectus.

DESCRIPTION OF THE CERTIFICATES

General

The Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-W4 (the “Certificates”) will consist of nineteen classes of certificates, designated as: (i) the Class A-1 Certificates (the “Group I Certificates”); (ii) Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates (collectively, the “Group II Certificates,” and together with the Group I Certificates, the “Class A Certificates”); (iii) the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates (collectively, the “Mezzanine Certificates”); (iv) the Class CE Certificates (together with the Mezzanine Certificates, the “Subordinate Certificates”); (v) the Class P Certificates; and (vi) the Class R and Class R-X Certificates (together, the “Residual Certificates”). Only the Class A and Mezzanine Certificates are offered hereby (the “Offered Certificates”). The Class CE, Class P and Residual Certificates are not offered by this prospectus supplement. Such certificates may be delivered to the Seller as partial consideration for the Mortgage Loans or alternatively, the Depositor may sell all or a portion of such certificates to one or more third-party investors. Statistical information presented in this prospectus supplement which is based on the characteristics of the mortgage loans may change due to the permitted variance with respect to such characteristics.

Distributions on the Class A and Mezzanine Certificates will be made on the 25^th day of each month, or, if such day is not a business day, on the next succeeding business day, beginning in May 2006 (each, a “Distribution Date”).

The Certificates will represent in the aggregate the entire beneficial ownership interest in the issuing entity (the “Trust”), the assets of which consist primarily of the mortgage pool. Each class of Class A and Mezzanine Certificates will have the approximate original Certificate Principal Balances as set forth in the table under “Summary of Prospectus Supplement—The Certificates” in this prospectus supplement. The Pass-Through Rates on the Class A and Mezzanine Certificates will be calculated for each Distribution Date as described under “—Pass-Through Rates” below.

The Class A, Mezzanine and Class CE Certificates evidence the following initial undivided interests in the Trust:

Class	Percentage Interest (1)
A	80.40%
M-1	3.45%
M-2	3.05%
M-3	1.95%
M-4	1.70%
M-5	1.65%
M-6	1.40%
M-7	1.35%
M-8	1.20%
M-9	0.75%
M-10	1.00%
CE	2.10%

_________________

⁽¹⁾Approximate, subject to a variance of plus or minus 5%.

The Offered Certificates will be issued, maintained and transferred on the book-entry records of The Depository Trust Company (“DTC”) and its participants in minimum denominations of $100,000 and integral multiples of $1.00 in excess thereof. If the use of book-entry facilities for the Class A and Mezzanine Certificates is terminated, then any definitive certificates issued in respect of the Class A and Mezzanine Certificates will be transferable and exchangeable at the offices of the Trustee designated for such purposes. No service charge will be imposed for any registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

All distributions to holders of the Certificates will be made by the Trustee to the persons in whose names such Certificates are registered at the close of business on each Record Date, which will be DTC or its nominee unless definitive certificates are issued. The “Record Date” for each Distribution Date (i) with respect to any book-entry certificate will be the close of business on the business day immediately preceding such Distribution Date or (ii) with respect to any definitive certificates, will be the close of business on the last business day of the month preceding the month in which such Distribution Date occurs. Such distributions will be made by wire transfer in immediately available funds to the account of each certificateholder specified in writing to the Trustee at least five business days prior to the relevant Record Date by such holder of Certificates or, if such instructions are not received, then by check mailed to the address of each such certificateholder as it appears in the Certificate Register. The final distribution on any class of Certificates will be made in like manner, but only upon presentment and surrender of such Certificates at the offices of the Trustee designated for such purposes or such other location specified in the notice to certificateholders of such final distribution. As of the Closing Date, the Trustee designates the office of its agent located at c/o DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 37211-3658, Attn: Transfer Unit, for such purposes.

Fees and Expenses of the Trust

The following fees and expenses will be paid from amounts received on the Mortgage Loans prior to distributions to certificateholders:

Fee or Amount Payable to:	Frequency of Payment:	Amount of Fee:	How and When Fee Is Payable:
Master Servicer	Monthly	For each Mortgage Loan, a monthly fee paid to the Master Servicer. The monthly fee is calculated as one-twelfth of the Servicing Fee Rate on the unpaid Principal Balance of the Mortgage Loan at the end of the applicable Due Period.	Withdrawn from amounts on deposit in the Collection Account, before distributions to Certificateholders.(1)
Trustee	Monthly	For each Mortgage Loan, a monthly fee payable to the Trustee. The monthly fee is calculated as one-twelfth of the Trustee Fee Rate on the unpaid Principal Balance of the Mortgage Loan at the beginning of the applicable Due Period.	Withdrawn from amounts on deposit in the Distribution Account, before distributions to Certificateholders.
Interest Rate Swap Provider	Monthly	The Interest Rate Swap Provider is entitled to a monthly payment from amounts on deposit in the Distribution Account equal to one-twelfth of 5.269% on the Base Calculation Amount (as defined herein) for such Distribution Date multiplied by 250. Simultaneously, the Issuing Entity is entitled to an amount equal to one-month LIBOR (as set forth in the Interest Rate Swap Agreement and calculated on an actual/360 basis) on the Base Calculation Amount for such Distribution Date multiplied by 250.	Only the positive net payment of the two obligations will be paid by the applicable party. If a net payment is owed to the Interest Rate Swap Provider, the Trustee will pay such amount from the Distribution Account before distributions are made on the Certificates.
PMI Insurer	Monthly	For each PMI Mortgage Loan, a monthly fee payable to the PMI Insurer. The monthly fee is calculated as one-twelfth of the PMI Insurer Fee Rate on the unpaid Principal Balance of the PMI Mortgage Loan at the beginning of the applicable Due Period.	Withdrawn from amounts on deposit in the Distribution Account, before distributions to Certificateholders.

_________________________

⁽¹⁾See “The Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in this prospectus supplement for a description of additional compensation that the Master Servicer may receive.

Book-Entry Certificates

The Class A and Mezzanine Certificates will be book-entry certificates. Persons acquiring beneficial ownership interests in the Class A and Mezzanine Certificates, or certificate owners, will hold the Class A and Mezzanine Certificates through DTC in the United States, or Clearstream Banking Luxembourg, or Clearstream, formerly known as Cedelbank SA, or Euroclear in Europe, if they are participants of these systems, or indirectly through organizations which are participants in these systems. See “Description of the Securities—Book Entry Certificates” in the prospectus.

Pass-Through Rates

The “Pass-Through Rate” on any Distribution Date with respect to each class of the Class A and Mezzanine Certificates will equal the lesser of (a) the related Formula Rate and (b) the related Net WAC Pass-Through Rate for such Distribution Date. With respect to the Class A and Mezzanine Certificates, interest in respect of any Distribution Date will accrue during the related Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed.

The “Formula Rate” for each class of Class A and Mezzanine Certificates will be the lesser of (a) One-Month LIBOR determined as described under “—Calculation of One-Month LIBOR” in this prospectus supplement plus the related Certificate Margin and (b) the related Maximum Cap Rate.

The “Certificate Margin” with respect to each class of Class A and Mezzanine Certificates will be the percentages set forth below.

	Certificate Margin
Class	(1) (%)	(2) (%)
A-1	0.175	0.350
A-2A	0.060	0.120
A-2B	0.110	0.220
A-2C	0.160	0.320
A-2D	0.270	0.540
M-1	0.310	0.465
M-2	0.320	0.480
M-3	0.340	0.510
M-4	0.430	0.645
M-5	0.460	0.690
M-6	0.540	0.810
M-7	1.050	1.575
M-8	1.250	1.875
M-9	2.100	3.150
M-10	2.500	3.750

__________

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

⁽²⁾For each other Interest Accrual Period.

The “Net WAC Pass-Through Rate” for any Distribution Date with respect to

(a)the Group I Certificates, will be a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans minus the sum of (x) an amount, expressed as a per annum rate, equal to any Net Swap Payment owed to the Interest Rate Swap Provider divided by the outstanding principal balance of the Mortgage Loans, multiplied by 12 and (y) an amount, expressed as a per annum rate, equal to the Swap Termination Payment, if any, payable by the Trust (other than termination payments resulting from a Swap Provider Trigger Event), multiplied by 12, divided by the outstanding principal balance of the Mortgage Loans;

(b)each class of Group II Certificates, will be a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans minus the sum of (x) an amount, expressed as a per annum rate, equal to any Net Swap Payment owed to the Interest Rate Swap Provider divided by the outstanding principal balance of the Mortgage Loans, multiplied by 12 and (y) an amount, expressed as a per annum rate, equal to the Swap Termination Payment, if any, payable by the Trust (other than termination payments resulting from a Swap Provider Trigger Event), multiplied by 12, divided by the outstanding principal balance of the Mortgage Loans; and

(c)each class of Mezzanine Certificates, will be a per annum rate equal to the weighted average (weighted on the basis of the results of subtracting from the aggregate principal balance of each loan group the current aggregate Certificate Principal Balance of the related Class A Certificates) of the Net WAC Pass-Through Rate for the Group I Certificates and the Net WAC Pass-Through Rate for the Group II Certificates.

The “Expense Adjusted Net Mortgage Rate” for any Mortgage Loan for any Distribution Date will be a per annum rate equal to the applicable Mortgage Rate for such Mortgage Loan as of the first day of the month preceding the month in which such Distribution Date occurs minus the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the PMI Insurer Fee Rate, if applicable.

The “Maximum Cap Rate” for any Distribution Date and each class of Class A and Mezzanine Certificates is calculated in the same manner as the related Net WAC Pass-Through Rate, but based on the Expense Adjusted Net Maximum Mortgage Rates of the applicable Mortgage Loans rather than the Expense Adjusted Net Mortgage Rates plus an amount, expressed as a per annum rate, equal to the Net Swap Payment made by the Interest Rate Swap Provider divided by the outstanding principal balance of the Mortgage Loans, multiplied by 12.

The “Expense Adjusted Net Maximum Mortgage Rate” for any Mortgage Loan for any Distribution Date will be a per annum rate equal to the applicable Maximum Mortgage Rate (or the Mortgage Rate for such Mortgage Loan in the case of any fixed-rate Mortgage Loans) as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the PMI Insurer Fee Rate, if applicable.

The Pass-Through Rates on the Class A and Mezzanine Certificates for the Interest Accrual Period beginning on a Distribution Date, to the extent they have been determined, and for the immediately preceding Interest Accrual Period will be made available via the Trustee’s internet website, together with the monthly statements required by the Pooling and Servicing Agreement. Parties that are unable to use the above distribution method are entitled to have a paper copy mailed to them via first class mail by calling the investor relations desk and indicating such.

Net WAC Rate Carryover Amounts

On the Closing Date, the Trustee will establish a segregated trust account (the “Net WAC Rate Carryover Reserve Account”) from which distributions in respect of Net WAC Rate Carryover Amounts on the Class A and Mezzanine Certificates will be made. The Net WAC Rate Carryover Reserve Account will be an asset of the Trust but not of any REMIC. On each Distribution Date, to the extent required following the distribution of the Available Funds as described under “—Overcollateralization Provisions” in this prospectus supplement, the Trustee will withdraw from amounts in the Net WAC Rate Carryover Reserve Account to distribute to the Class A and Mezzanine Certificates any Net WAC Rate Carryover Amounts in the following order of priority, in each case to the extent of amounts remaining in the Net WAC Rate Carryover Reserve Account:

first, concurrently, to each class of Class A Certificates, the related Net WAC Rate Carryover Amount on a pro rata basis based on such respective Net WAC Rate Carryover Amounts; and

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, Class M-9 and Class M-10 Certificates, in that order, the related Net WAC Rate Carryover Amount.

Interest Rate Swap Agreement and the Swap Account

The Interest Rate Swap Agreement

On or before the Closing Date, the Trustee on behalf of the Issuing Entity will enter into an interest rate swap agreement (the “Interest Rate Swap Agreement”) with the Interest Rate Swap Provider. On each Distribution Date, the Trustee, as Swap Administrator pursuant to a Swap Administration Agreement (as further described below), will deposit into a segregated trust account (the “Swap Account”) certain amounts, if any, received from the Interest Rate Swap Provider from which distributions in respect of Interest Carry Forward Amounts, Net WAC Rate Carryover Amounts, amounts necessary to maintain the applicable Overcollateralization Target Amount and Allocated Realized Loss Amounts on the Mezzanine Certificates will be made. The Interest Rate Swap Agreement and the Swap Account will be assets of the Trust but not of any REMIC.

Under the Interest Rate Swap Agreement, on each Distribution Date, the Issuing Entity will be obligated to pay to the Interest Rate Swap Provider from amounts available therefor pursuant to the Pooling and Servicing Agreement, an amount equal to the product of (x) the fixed rate of 5.269%, (y) the Base Calculation Amount for that Distribution Date multiplied by 250 and (z) a fraction, the numerator of which is 30 (or, for the first Distribution Date, 30) and the denominator of which is 360 (the “Fixed Swap Payment”) and the Interest Rate Swap Provider will be obligated to make a payment equal to the product of (x) the floating rate of one-month LIBOR (as determined pursuant to the Interest Rate Swap Agreement), (y) the Base Calculation Amount for that Distribution Date multiplied by 250, and (z) a fraction, the numerator of which is the actual number of days in the related calculation period, as provided in the Interest Rate Swap Agreement, 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 Trust to the Interest Rate Swap Provider to the extent that the fixed rate amount exceeds the corresponding floating rate amount, or (b) by the Interest Rate Swap Provider to the Trust to the extent that the floating rate amount exceeds the corresponding fixed rate amount.

The “Base Calculation Amount” is set forth with respect to each Distribution Date on Annex IV (which will be substantially the same schedule attached to the Interest Rate Swap Agreement). The initial Base Calculation Amount will be approximately $5,295,204. The Interest Rate Swap Agreement will terminate immediately following the Distribution Date in June 2010 unless terminated earlier upon the occurrence of a Swap Default, a Termination Event or an Additional Termination Event (each as defined below).

The respective obligations of the Interest Rate Swap Provider and the Trust to pay specified amounts due under the Interest Rate Swap Agreement will be subject to the following conditions precedent: (1) no Swap Default or event that with the giving of notice or lapse of time or both would become a Swap Default, in each case, in respect of the other party, shall have occurred and be continuing with respect to the Interest Rate Swap Agreement and (2) no “Early Termination Date” (as defined in the ISDA Master 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 Default”) include the following standard events of default under the ISDA Master Agreement:

• “Failure to Pay or Deliver,”

• “Bankruptcy” and

• “Merger without Assumption” (which generally relates to the Interest Rate Swap Provider),

as described in the Interest Rate Swap Agreement.

“Termination Events” under the Interest Rate Swap Agreement (each a “Termination Event”) consist of the following standard events under the ISDA Master Agreement:

• “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 either party to the Interest Rate Swap Agreement receiving a payment under the Interest Rate Swap Agreement from which an amount has been deducted or withheld for or on account of taxes or paying an additional amount on account of an indemnifiable tax) and

• “Tax Event Upon Merger” (which generally relates to either party to the Interest Rate Swap Agreement receiving a payment under the Interest Rate Swap Agreement from which an amount has been deducted or withheld for or on account of taxes or paying an additional amount on account of an indemnifiable tax in either case as a result of a merger),

as described in Sections 5(b)(i), 5(b)(ii) and 5(b)(iii) of the Interest Rate Swap Agreement. In addition, there are “Additional Termination Events” (as defined in the Interest Rate Swap Agreement), including (i) if the Interest Rate Swap Provider fails to comply with the Regulation AB provisions of the Interest Rate Swap Agreement, (ii) if the Pooling and Servicing Agreement is amended in a manner contrary to the requirements of the Interest Rate Swap Agreement, (iii) if the Trust is unable to pay its senior certificates as they become due, (iv) if an optional termination occurs pursuant to the terms of the Pooling and Servicing Agreement or (v) if the Interest Rate Swap Provider fails to comply with the Downgrade Provisions (as defined below).

Upon the occurrence of any Swap Default under the Interest Rate Swap Agreement, the non-defaulting party will have the right to designate an Early Termination Date. With respect to Termination Events (including Additional Termination Events), an Early Termination Date may be designated by one of the parties (as specified in the Interest Rate Swap Agreement) and will occur only after notice has been given of the Termination Event, 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 any Swap Early Termination, the Trust or the Interest Rate Swap Provider may be liable to make a termination payment (the “Swap Termination Payment”) (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 taking into account the present value of the unpaid amounts that would have been owed to and by the Interest Rate Swap Provider under the remaining scheduled term of the Interest Rate Swap Agreement. In the event that the Trust is required to make a Swap Termination Payment, that payment will be paid from the Trust on the related Distribution Date, and on any subsequent Distribution Dates until paid in full, generally prior to distributions to Certificateholders.

Upon a Swap Early Termination, the Trustee, at the direction of the Depositor and with the consent of the NIMS Insurer, will seek a replacement swap provider to enter into a replacement interest rate swap agreement or similar agreement. To the extent the Trust receives a Swap Termination Payment from the Interest Rate Swap Provider, the Trust will apply, as set forth in the Swap Administration Agreement, all or such portion of such Swap Termination Payment as may be required to the payment of amounts due to a replacement swap provider under a replacement interest rate swap agreement or similar agreement. Furthermore, to the extent the Trust is required to pay a Swap Termination Payment to the Interest Rate Swap Provider, the Trust will apply all or a portion of such amount received from a replacement swap provider upon entering into a replacement interest rate swap agreement or similar agreement to the Swap Termination Payment amount owing to the Interest Rate Swap Provider.

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

If the Interest Rate Swap Provider’s credit ratings fall below the levels specified in the Interest Rate Swap Agreement, the Interest Rate Swap Provider will be required, subject to the Rating Agency Condition (as defined in the Interest Rate Swap Agreement) to (1) post collateral securing its obligations under the Interest Rate Swap Agreement, (2) obtain a substitute Interest Rate Swap Provider with credit ratings at least equal to the specified levels that will assume the obligations of the Interest Rate Swap Provider under the Interest Rate Swap Agreement, (3) obtain a guaranty or contingent agreement of the Interest Rate Swap Provider’s obligations under the Interest Rate Swap Agreement from another person with credit ratings at least equal to the specified levels or (4) establish any other arrangement sufficient to restore the credit rating of the Class A and Mezzanine Certificates and any notes insured by the NIMS Insurer, all as provided in the Interest Rate Swap Agreement, provided, however, that if the Interest Rate Swap Provider’s credit ratings are withdrawn or fall below a lower level, as specified in the Interest Rate Swap Agreement, the Interest Rate Swap Provider will be required to act in accordance with clause (2) or (3) above (such provisions, the “Downgrade Provisions”).

The Trust will not be subject to any gross-up on its payments to the Interest Rate Swap Provider on account of any tax withholding.

The aggregate significance percentage (as calculated in accordance with Regulation AB Item 1115) of the Interest Rate Swap Agreement is less than 10%. The Swap Provider may be replaced in certain circumstances, including if the aggregate significance percentage of the Interest Rate Swap Agreement is equal to or greater than 10%.

The Swap Administration Agreement and the Swap Account

The Interest Rate Swap Agreement will be administered by Deutsche Bank National Trust Company as Swap Administrator pursuant to a swap administration agreement (the “Swap Administration Agreement”). Any Net Swap Payments made by the Interest Rate Swap Provider will be distributed in accordance with the Swap Administration Agreement. The Swap Administrator will be required to deposit into the Swap Account an amount equal to any remaining and unpaid Interest Carry Forward Amounts, Net WAC Rate Carryover Amounts, Allocated Realized Loss Amounts and amounts necessary to maintain the Overcollateralization Target Amount on the Class A and Mezzanine Certificates, up to the Net Swap Payment received by the Swap Administrator from the Interest Rate Swap Provider. Any excess amounts received by the Swap Administrator will be paid to Ameriquest Mortgage Company or its designee.

Net Swap Payments and Swap Termination Payments payable by the Trust (other than termination payments resulting from a Swap Provider Trigger Event) will be deducted from Available Funds before distributions to Certificateholders and will first be deposited into the Swap Account before payment to the Interest Rate Swap Provider.

On each Distribution Date, to the extent required, following the distribution of the Net Monthly Excess Cashflow as described in “—Overcollateralization Provisions” in this prospectus supplement and withdrawals from the Net WAC Rate Carryover Reserve Account as described in “—Net WAC Rate Carryover Amounts”, the Trustee will withdraw from amounts in the Swap Account to distribute to the Class A and Mezzanine Certificates in the following order of priority:

first, to the Interest Rate Swap Provider, any Net Swap Payment owed to the Interest Rate Swap Provider pursuant to the Interest Rate Swap Agreement for such Distribution Date;

second, to the Interest Rate Swap Provider, any Swap Termination Payment owed to the Interest Rate Swap Provider not due to a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement;

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

fourth, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 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 I Interest Remittance Amount, the Group II Interest Remittance Amount and the Net Monthly Excess Cashflow;

fifth, concurrently, to each class of Class A Certificates, the related Net WAC Rate Carryover Amount, to the extent remaining undistributed after distributions are made from the Net WAC Rate Carryover Reserve Account, 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, Class M-9 and Class M-10 Certificates, in that order, the related Net WAC Rate Carryover Amount, to the extent remaining undistributed after distributions are made from the Net WAC Rate Carryover Reserve Account;

seventh, 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 the Overcollateralization Target Amount after taking into account distributions made pursuant to clause first under “—Overcollateralization Provisions;” and

eighth, sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 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.

In the event that the Trust receives a Swap Termination Payment, and a successor Interest Rate Swap Provider cannot be obtained, then such Swap Termination Payment will be deposited into a reserve account and the Swap Administrator, on each subsequent Distribution Date (until the termination date of the original Interest Rate Swap Agreement), will withdraw the amount of any Net Swap Payment due to the Trust (calculated in accordance with the terms of the original Interest Rate Swap Agreement) and administer such Net Swap Payment in accordance with the terms of the Pooling and Servicing Agreement and the Swap Administration Agreement.

Calculation of One-Month LIBOR

With respect to each Interest Accrual Period (other than the first Interest Accrual Period) and the Class A and Mezzanine Certificates, on the second business day preceding such Interest Accrual Period (each such date, an “Interest Determination Date”), the Trustee will determine one-month LIBOR for the next Interest Accrual Period. With respect to the first Interest Accrual Period, on the Closing Date, the Trustee will determine one-month LIBOR for such Interest Accrual Period based on the information available on the second business day preceding the Closing 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 herein) 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 for one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. The Trustee will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If on such Interest Determination Date two or more Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period will 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 will be the higher of (x) One-Month LIBOR as determined on the previous Interest Determination Date and (y) the Reserve Interest Rate.

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 City; “Telerate Page 3750” means the display page currently so designated on Moneyline Telerate (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 Trustee (after consultation with the Depositor) 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 Trustee and (iii) not controlling, controlled by, or under common control with, the Depositor or the Seller; and “Reserve Interest Rate” will be the rate per annum that the Trustee determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 0.0625%) of the one-month U.S. dollar lending rates which New York City banks selected by the Trustee (after consultation with the Depositor) are quoting on the relevant Interest Determination Date to the principal London offices of leading banks in the London interbank market or, (ii) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month U.S. dollar lending rate which New York City banks selected by the Trustee (after consultation with the Depositor) are quoting on such Interest Determination Date to leading European banks.

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

Interest Distributions

Holders of the Class A and Mezzanine Certificates will be entitled to receive on each Distribution Date, the applicable Interest Distribution Amount, in the priorities set forth below.

I.On each Distribution Date, the Group I Interest Remittance Amount will be distributed in the following order of priority:

(i)to the holders of the Group I Certificates, the Senior Interest Distribution Amount related to such Certificates; and

(ii)concurrently, to the holders of each class of Group II Certificates, on a pro rata basis based on the entitlement of each such class, the Senior Interest Distribution Amount related to such Certificates, to the extent remaining undistributed after the distribution of the Group II Interest Remittance Amount as set forth in clause II below.

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

(i)concurrently, to the holders of each class of Group II Certificates, on a pro rata basis based on the entitlement of each such class, the Senior Interest Distribution Amount related to such Certificates; and

(ii)to the holders of the Group I Certificates, the Senior Interest Distribution Amount related to such Certificates, to the extent remaining undistributed after the distribution of the Group I Interest Remittance Amount as set forth in clause I above.

III.On each Distribution Date, following the distributions of interest to the holders of each class of the Class A Certificates, to the extent of the sum of the Group I Interest Remittance Amount and the 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, Class M-9 and Class M-10 Certificates, in that order, in an amount equal to the Interest Distribution Amount for each such class.

On any Distribution Date, any shortfalls resulting from application of the Relief Act and any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest paid by the Master Servicer, in each case regardless of which loan group experienced the shortfall, will be allocated first, to reduce the interest accrued on the Class CE Certificates, and thereafter, to reduce the Interest Distribution Amounts with respect to the Class A and Mezzanine Certificates on a pro rata basis based on the respective amounts of interest accrued on such Certificates for such Distribution Date. The holders of the Class A and Mezzanine Certificates will not be entitled to reimbursement for any such interest shortfalls.

Principal Distributions

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

(i)to the holders of the Group I Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and

(ii)to the holders of the Group II Certificates (allocated among the classes of Group II Certificates in the priority described below), after taking into account the distribution of the Group II Principal Distribution Amount already distributed, as described herein, until the Certificate Principal Balances thereof have been reduced to zero.

II.On each Distribution Date (a) prior to the Stepdown Date or (b) 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:

(i)to the holders of the Group II Certificates (allocated among the classes of Group II Certificates in the priority described below), until the Certificate Principal Balances thereof have been reduced to zero; and

(ii)to the holders of the Group I Certificates, after taking into account the distribution of the Group I Principal Distribution Amount already distributed, as described herein, until the Certificate Principal Balance thereof has been reduced to zero.

III.On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the sum of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining undistributed for such Distribution Date will be made sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, in each case, until the Certificate Principal Balance of each such class has been reduced to zero.

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

(i)to the holders of the Group I Certificates, the Senior Group I Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and

(ii)to the holders of the Group II Certificates (allocated among the classes of Group II Certificates in the priority described below), after taking into account the distribution of the Group II Principal Distribution Amount as described herein, up to an amount equal to the Senior Group II Principal Distribution Amount remaining undistributed, until the Certificate Principal Balances thereof have been reduced to zero.

V.On each Distribution Date (a) on or after the Stepdown Date and (b) 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:

(i)to the holders of the Group II Certificates, the Senior Group II Principal Distribution Amount (allocated among the classes of Group II Certificates in the priority described below), until the Certificate Principal Balances thereof have been reduced to zero; and

(ii)to the holders of the Group I Certificates, after taking into account the distribution of the Group I Principal Distribution Amount as described herein, up to an amount equal to the Senior Group I Principal Distribution Amount remaining undistributed, until the Certificate Principal Balance thereof has been reduced to zero.

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

(i)to the holders of the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

(ii)to the holders of the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

(iii)to the holders of the Class M-3 Certificates, the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

(iv)to the holders of the Class M-4 Certificates, the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

(v)to the holders of the Class M-5 Certificates, the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

(vi)to the holders of the Class M-6 Certificates, the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

(vii)to the holders of the Class M-7 Certificates, the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

(viii)to the holders of the Class M-8 Certificates, the Class M-8 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

(ix)to the holders of the Class M-9 Certificates, the Class M-9 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero; and

(x)to the holders of the Class M-10 Certificates, the Class M-10 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero.

With respect to the Group II Certificates, all principal distributions will be distributed sequentially, to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, in that order, until their respective Certificate Principal Balances have been reduced to zero.

Notwithstanding the foregoing, if the aggregate Certificate Principal Balance of the Group II Certificates exceeds the aggregate principal balance of the Group II Mortgage Loans, principal distributions to the classes of Group II Certificates will be allocated concurrently, on a pro rata basis.

Credit Enhancement

The credit enhancement provided for the benefit of the holders of the Class A and Mezzanine Certificates consists of subordination, as described below, excess interest and overcollateralization, as described under “—Overcollateralization Provisions” herein and the PMI Policy, as described under “—The PMI Policy” herein. The holders of the Class A and Mezzanine Certificates will have the benefit of certain proceeds received pursuant to the Interest Rate Swap Agreement and the Swap Administration Agreement.

The rights of the holders of the Subordinate Certificates to receive distributions will be subordinated, to the extent described herein, 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 distributions of interest and principal and to afford such holders 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 the preferential right of the holders of the Class A Certificates to receive on any Distribution Date, prior to distributions of interest on the Subordinate Certificates, distributions in respect of interest and prior to distributions of principal on the Subordinate Certificates, distributions in respect of principal, subject to available funds.

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 is in effect, 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 Subordinate Certificates. Increasing the respective percentage interest in the Trust of the Subordinate Certificates relative to that of the Class A Certificates is intended to preserve the availability of the subordination provided by the Subordinate Certificates.

In addition, the rights of the holders of Mezzanine Certificates with lower numerical class designations will be senior to the rights of holders of Mezzanine Certificates with higher numerical class designations, and the rights of the holders of the Mezzanine Certificates to receive distributions in respect of the Mortgage Loans will be senior to the rights of the holders of the Class CE Certificates, in each case to the extent described herein. 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 such holders protection against Realized Losses.

Overcollateralization Provisions

The weighted average Expense Adjusted Net Mortgage Rate for the Mortgage Loans is generally expected to be higher than the weighted average of the Pass-Through Rates on the Class A and Mezzanine Certificates, thus generating excess interest collections which, in the absence of Realized Losses, will not be necessary to fund interest distributions on the Class A and Mezzanine Certificates. The Pooling and Servicing Agreement will require that, on each Distribution Date, the Net Monthly Excess Cashflow, if any, be distributed as follows:

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, distributable as part of the Group I Principal Distribution Amount or the Group II Principal Distribution Amount as described under “—Principal Distributions”;

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, Class M-9 and Class M-10 Certificates, in that order, in each case up to the Interest Carry Forward Amount for each such class of Mezzanine Certificates for such Distribution Date;

third, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, in each case up to the Allocated Realized Loss Amount for each such class of Mezzanine Certificates for such Distribution Date;

fourth, to make payments to the Net WAC Rate Carryover Reserve Account, to the extent required to distribute to the holders of the Class A and Mezzanine Certificates any Net WAC Rate Carryover Amounts for such classes, without taking into account amounts, if any, received under the Interest Rate Swap Agreement;

fifth, to the Interest Rate Swap Provider, any Swap Termination Payment owed to the Interest Rate Swap Provider, triggered by a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement;

sixth, to the holders of the Class CE Certificates as provided in the Pooling and Servicing Agreement; and

seventh, to the holders of the Residual Certificates, any remaining amounts; provided that if such Distribution Date is the Distribution Date immediately following the expiration of the latest prepayment charge term or any Distribution Date thereafter, then any such remaining amounts will be distributed first, to the holders of the Class P Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and second, to the holders of the Residual Certificates.

On each Distribution Date, after making the distributions of the remainder of the Net Monthly Excess Cashflow as described above, the Trustee will withdraw from the Net WAC Rate Carryover Reserve Account the amounts on deposit therein and will distribute these amounts to the holders of the Class A and Mezzanine Certificates in the order and priority set forth under “—Net WAC Rate Carryover Amounts” herein.

On each Distribution Date, the Trustee will withdraw from the distribution account all amounts representing prepayment charges in respect of the Mortgage Loans received during the related Prepayment Period and will distribute these amounts to the holders of the Class P Certificates.

In the event that Realized Losses are incurred on the Mortgage Loans, such Realized Losses could result in an overcollateralization deficiency since such Realized Losses would reduce the principal balance of the Mortgage Loans without a corresponding reduction to the aggregate Certificate Principal Balances of the Class A and Mezzanine Certificates. In such event, the Pooling and Servicing Agreement will require the distribution from Net Monthly Excess Cashflow, if any on such Distribution Date, of an amount equal to the Overcollateralization Increase Amount, which will constitute a principal distribution on the Class A and Mezzanine Certificates in reduction of the Certificate Principal Balances thereof in order to eliminate such overcollateralization deficiency. This will have the effect of accelerating the amortization of the Class A and Mezzanine Certificates relative to the amortization of the Mortgage Loans, and of increasing the Overcollateralized Amount.

In the event that the Overcollateralization Target 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 Class A and Mezzanine Certificates on such Distribution Date will be distributed to the holders of the Class CE Certificates pursuant to the priorities set forth above. This will have the effect of decelerating the amortization of the Class A and Mezzanine Certificates relative to the amortization of the Mortgage Loans, and of reducing the Overcollateralized Amount. However, if on any Distribution Date a Trigger Event is in effect, the Overcollateralization Target Amount will not be permitted to step down on such Distribution Date.

The PMI Insurer

Mortgage Guaranty Insurance Corporation (“MGIC”), a wholly owned subsidiary of MGIC Investment Corporation, is a Wisconsin corporation, founded in 1985, that is a private mortgage insurance company with its administrative offices located in Milwaukee, Wisconsin. As of the date of this prospectus supplement, MGIC had insurer financial strength ratings of “AA” from S&P, “AA+” from Fitch and “Aa2” from Moody’s. The rating agencies issuing the insurer financial strength rating with respect to MGIC can withdraw or change its rating at any time.

The PMI Policy

Approximately 11.93% of the Group I Mortgage Loans and approximately 12.43% of the Group II Mortgage Loans, in each case by aggregate principal balance of the related loan group as of the Cut-off Date, are covered by a primary mortgage insurance policy issued by MGIC (the “PMI Policy,” and the Mortgage Loans covered by such policy, the “PMI Mortgage Loans”).

The PMI Policy does not cover any mortgage loans 60 days or more delinquent in payment as of the Cut-off Date. Each mortgage loan covered by the PMI Policy is covered for losses up to the policy limits; provided, however, that the PMI Policy will not cover special hazard, bankruptcy or fraud losses or certain other types of losses as provided in the PMI Policy. Claims on an insured mortgage loan generally will reduce uninsured exposure to an amount equal to 60% of the lesser of the appraised value as of the origination date or the purchase price, as the case may be, of the related mortgaged property, subject to conditions, exceptions and exclusions and assuming that any pre-existing primary mortgage insurance policy covering the mortgage loan remains in effect and a full claim settlement is made thereunder.

The PMI Policy is required to remain in force with respect to each mortgage loan covered thereunder until (i) the principal balance of the mortgage loan is paid in full; or (ii) the principal balance of the mortgage loan has amortized down to a level that results in a loan-to-value ratio for the mortgage loan of 55% or less (provided, however, that no coverage of any mortgage loan under such PMI Policy is required where prohibited by applicable law); or (iii) any event specified in the PMI Policy occurs that allows for the termination of the PMI Policy by MGIC or cancellation of the PMI Policy by the insured.

The PMI Policy may not be assigned or transferred without the prior written consent of MGIC; provided, however, that MGIC has previously provided written consent to (i) the assignment of coverage on individual mortgage loans from the Trustee to the Seller in connection with any mortgage loan repurchased or substituted for by the Seller and (ii) the assignment of coverage on all mortgage loans from the Trustee to any successor Trustee, provided that in each case, prompt notice of such assignment is provided to MGIC.

The PMI Policy generally requires that delinquencies on any mortgage loan insured thereunder must be reported to MGIC within four months of default, that reports regarding the delinquency of the mortgage loan must be submitted to MGIC on a monthly basis thereafter, and that appropriate proceedings to obtain title to the property securing such mortgage loan must be commenced within six months of default. As a condition to submitting a claim under the PMI Policy, the insured must have (i) acquired, and tendered to MGIC, good and merchantable title to the property securing the mortgage loan, free and clear of all liens and encumbrances, including, but not limited to, any right of redemption by the mortgagor unless such acquisition of good and merchantable title is excused under the terms of such PMI Policy, and (ii) if the mortgage loan is covered by a pre-existing primary mortgage insurance policy, a claim must be submitted and settled under such pre-existing primary mortgage insurance policy within the time frames specified in the PMI Policy.

The claim amount generally includes unpaid principal, accrued interest to the date of such tender to MGIC by the insured, and certain expenses (less the amount of a full claim settlement under any pre-existing primary mortgage insurance policy covering the mortgage loan). When a claim is presented, MGIC will have the option of either (i) paying the claim amount and taking title to the property securing the mortgage loan, (ii) paying the insured a percentage of the claim amount (without deduction for a claim settlement under any pre-existing primary mortgage insurance policy covering the mortgage loan) and with the insured retaining title to the property securing such mortgage loan, or (iii) if the property securing the mortgage loan has been sold to a third party with the prior approval of MGIC, paying the claim amount reduced by the net sale proceeds as described in the PMI Policy to reflect the actual loss.

Claims generally must be filed within 60 days after the insured has acquired good and merchantable title to the property securing the mortgage loan or such property has been sold to a third party with the prior approval of MGIC. A claim generally must be paid within 60 days after the claim is filed by the insured. No payment for a loss will be made under the PMI Policy unless the property securing the mortgage loan is in the same physical condition as when such mortgage loan was originally insured, except for reasonable wear and tear, and unless premiums on the standard homeowners’ insurance policy, real estate taxes and foreclosure protection and preservation expenses have been advanced by or on behalf of the insured.

If a claim submitted under the PMI Policy is incomplete, MGIC is required to provide notification of all information and documentation required to perfect the claim within 20 days of MGIC's receipt of such incomplete claim. In such case, payment of the claim will be suspended until such information and documentation are provided to MGIC, provided that MGIC is not required to pay the claim if it is not perfected within 180 days after its initial filing.

Unless approved in writing by MGIC, no changes may be made to the terms of the mortgage loan, including the borrowed amount, interest rate, term or amortization schedule, except as specifically permitted by the terms of the mortgage loan; nor may the lender make any change in the property or other collateral securing the mortgage loan, nor may any mortgagor be released under the mortgage loan from liability. If a mortgage loan is assumed with the insured’s approval, MGIC’s liability for coverage of the mortgage loan under the PMI Policy generally will terminate as of the date of such assumption unless MGIC approves the assumption in writing. In addition, with respect to any mortgage loan covered by the PMI Policy, the applicable servicer must obtain the prior approval of MGIC in connection with any acceptance of a deed in lieu of foreclosure or of any sale of the property securing the mortgage loan.

The PMI Policy excludes coverage of: (i) any claim where the insurer under any pre-existing primary mortgage insurance policy has acquired the property securing the mortgage loan, (ii) any claim resulting from a default occurring after lapse or cancellation of coverage, (iii) certain claims resulting from a default existing at the inception of coverage; (iv) certain claims where there is an environmental condition which existed on the property securing the mortgage loan (whether or not known by the person or persons submitting an application for coverage of the mortgage loan) as of the effective date of coverage; (v) any claim, if the mortgage, deed of trust or other similar instrument did not provide the insured at origination with a first lien on the property securing the mortgage loan; (vi) certain claims involving or arising out of any breach by the insured of its obligations under, or its failure to comply with, the terms of the PMI Policy or of its obligations as imposed by operation of law; (vii) certain claims resulting from physical damage to a property securing a mortgage loan; (viii) any claim arising from the failure of the borrower under a covered mortgage loan to make any balloon payment, if applicable, under such mortgage loan; and (ix) any claim submitted in connection with a mortgage loan if the mortgage loan did not meet MGIC’s requirements applicable to the origination of the mortgage loan.

In issuing the PMI Policy, MGIC has relied upon certain information and data regarding the mortgage loans furnished to it by the Seller or Originator. The PMI Policy will not insure against certain losses sustained by reason of a default arising from or involving certain matters, including (i) misrepresentation made, or knowingly participated in, by the lender, other persons involved in the origination of the mortgage loan or the application for insurance, or made by any appraiser or other person providing valuation information regarding the property securing the mortgage loan; (ii) negligence or fraud by the applicable servicer of the mortgage loan, and (iii) failure to construct a property securing a mortgage loan in accordance with specified plans. The PMI Policy permits MGIC to cancel coverage of a mortgage loan under the PMI Policy or deny any claim submitted under the PMI Policy in connection with a mortgage loan if the insured fails to furnish MGIC with copies of all documents in connection with the origination or servicing of a covered mortgage loan.

The PMI Policy provides less than 10% of the cash flow used to support the Offered Certificates, and the PMI Insurer is not a significant enhancement provider as described under Regulation AB Item 1114. The PMI Insurer may be replaced in certain circumstances, including if the PMI Policy provides 10% or more of the cash flow used to support the Offered Certificates and the PMI Insurer fails to comply with the reporting requirements as set forth in the PMI Policy.

The preceding description of the PMI Policy is only a brief outline and does not purport to summarize or describe the provisions, terms and conditions of the PMI Policy. For a more complete description of these provisions, terms and conditions, reference is made to the PMI Policy, a copy of which is available upon request from the Trustee.

Allocation of Losses; Subordination

Any Realized Losses on the Mortgage Loans incurred during a Due Period will first, reduce the Net Monthly Excess Cashflow for the related Distribution Date and second, reduce the Overcollateralized Amount, if any, for such Distribution Date. If after all distributions are made by the Trustee on a Distribution Date, the aggregate Certificate Principal Balance of the Class A, Mezzanine and Class P Certificates exceeds 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), the amount of such excess will be allocated to reduce the Certificate Principal Balances of the Mezzanine Certificates in reverse numerical order, beginning with the class of Mezzanine Certificates then outstanding with the highest numerical class designation, until the Certificate Principal Balance of each such class has been reduced to zero. The Pooling and Servicing Agreement does not permit the allocation of any Realized Losses to the Class A or Class P Certificates. Investors in the Class A Certificates should note, however, that although Realized Losses cannot be allocated to such Certificates, under certain loss scenarios, there may not be enough principal and interest on the Mortgage Loans to distribute to the holders of the Class A Certificates all principal and interest amounts to which they are then entitled.

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). However, Allocated Realized Loss Amounts may be distributed to the holders of the Mezzanine Certificates from Net Monthly Excess Cashflow, according to the priorities set forth under “—Overcollateralization Provisions” above or from the Swap Account, according to the priorities set forth under “—The Swap Administration Agreement and the Swap Account” above.

Any allocation of a Realized Loss to a Mezzanine Certificate will be made by reducing the Certificate Principal Balance thereof by the amount so allocated as of the Distribution Date in the month following the calendar month in which such Realized Loss was incurred. Notwithstanding anything to the contrary described herein, 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) distributable as principal to the holder of such Certificate from Net Monthly Excess Cashflow.

“Subsequent Recoveries” are unanticipated amounts received on a liquidated Mortgage Loan that resulted in a Realized Loss in a prior month, net of amounts reimbursable to the Master Servicer therefrom. If Subsequent Recoveries are received, they will be included as part of the Principal Remittance Amount for the following Distribution Date and distributed in accordance with the priorities described in this prospectus supplement. In addition, after giving effect to all distributions on a Distribution Date, if any Allocated Realized Loss Amounts are outstanding, the Allocated Realized Loss Amount for the class of Mezzanine Certificates then outstanding with the highest distribution priority will be decreased by the amount of such Subsequent Recoveries until reduced to zero (with any remaining Subsequent Recoveries applied to reduce the Allocated Realized Loss Amount of the class with the next highest distribution priority), and the Certificate Principal Balance of such class or classes of Mezzanine Certificates will be increased by the same amount. Thereafter, such class or classes of Mezzanine Certificates will accrue interest on the increased Certificate Principal Balance.

Definitions

An “Allocated Realized Loss Amount” with respect to any class of the Mezzanine Certificates and any Distribution Date will be an amount equal to (x) the sum of any Realized Loss allocated to that class of Certificates on the Distribution Date as described above in “—Allocation of Losses; Subordination” and any Allocated Realized Loss Amount for that class remaining undistributed from the previous Distribution Date minus (y) the amount of the increase in the related Certificate Principal Balance due to the receipt of Subsequent Recoveries.

The “Available Funds” for any Distribution Date will be equal to the sum, net of amounts reimbursable or payable therefrom to the Master Servicer, the Trustee or the Interest Rate Swap Provider (including any Net Swap Payment or Swap Termination Payment owed to the Interest Rate Swap Provider other than termination payments resulting from a Swap Provider Trigger Event), of (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, after deduction of the Servicing Fee, the Trustee Fee and the PMI Insurer Fee, if applicable, for such Distribution Date, (ii) unscheduled payments in respect of the Mortgage Loans, including prepayments, insurance proceeds, liquidation proceeds, Subsequent Recoveries and proceeds from repurchases or purchases of and substitutions for the Mortgage Loans occurring during the related Prepayment Period, (iii) proceeds from the purchase of the Mortgage Loans due to the optional termination of the Trust, (iv) all Advances with respect to the Mortgage Loans received for such Distribution Date and (v) any Compensating Interest paid by the Master Servicer. The holders of the Class P Certificates will be entitled to all prepayment charges received on the Mortgage Loans and such amounts will not be available for distribution to the Class A and Mezzanine Certificates.

A “Bankruptcy Loss” is a Deficient Valuation or a Debt Service Reduction.

The “Certificate Principal Balance” of the Class A, Mezzanine and Class P Certificates as of any date of determination will be equal to the initial Certificate Principal Balance thereof reduced by the aggregate of (a) all amounts allocable to principal previously distributed with respect to such Certificate and (b) with respect to any Mezzanine Certificate, any reductions in the Certificate Principal Balance thereof deemed to have occurred in connection with allocations of Realized Losses in the manner described herein (taking into account any increases in the Certificate Principal Balance thereof due to the receipt of Subsequent Recoveries). The “Certificate Principal Balance” of the Class CE Certificates as of any date of determination will be equal to the excess, if any, of (a) the then aggregate principal balance of the Mortgage Loans over (b) the then aggregate Certificate Principal Balance of the Class A, Mezzanine and Class P Certificates.

The “Class A Principal Distribution Amount” will be an amount equal to the sum of (i) the Senior Group I Principal Distribution Amount and (ii) the Senior Group II Principal Distribution Amount.

The “Class M-1 Principal Distribution Amount” for any Distribution Date will be an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 67.70% 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 approximately $7,105,940.

The “Class M-2 Principal Distribution Amount” for any Distribution Date will be an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 73.80% 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 approximately $7,105,940.

The “Class M-3 Principal Distribution Amount” for any Distribution Date will be an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 77.70% 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 approximately $7,105,940.

The “Class M-4 Principal Distribution Amount” for any Distribution Date will be an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 81.10% 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 approximately $7,105,940.

The “Class M-5 Principal Distribution Amount” for any Distribution Date will be an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 84.40% 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 approximately $7,105,940.

The “Class M-6 Principal Distribution Amount” for any Distribution Date will be an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 87.20% 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 approximately $7,105,940.

The “Class M-7 Principal Distribution Amount” for any Distribution Date will be an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 89.90% 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 approximately $7,105,940.

The “Class M-8 Principal Distribution Amount” for any Distribution Date will be an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 92.30% 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 approximately $7,105,940.

The “Class M-9 Principal Distribution Amount” for any Distribution Date will be an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such date) and (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 93.80% 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 approximately $7,105,940.

The “Class M-10 Principal Distribution Amount” for any Distribution Date will be an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 95.80% 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 approximately $7,105,940.

The “Credit Enhancement Percentage” for any Distribution Date and for any class of Certificates will be the percentage obtained by dividing (x) the aggregate Certificate Principal Balance of the classes of Certificates with a lower distribution priority than such class, in each case calculated after distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount to the holders of the Certificates then entitled to distributions of principal on such Distribution Date by (y) the aggregate principal balance of the Mortgage Loans, calculated after taking into account distributions of principal on the Mortgage Loans during 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).

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.

A “Deficient Valuation” with respect to any Mortgage Loan 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.

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 acquired by the Trust and Mortgage Loans discharged due to bankruptcy) by (y) the aggregate principal balance of the Mortgage Loans, in each case, as of the last day of the previous calendar month.

The “Determination Date” with respect to any Distribution Date will be the 10^th day of the calendar month in which such Distribution Date occurs or, if such 10^th day is not a business day, the business day immediately preceding such 10^th day.

The “Due Period” with respect to any Distribution Date commences on the second day of the month immediately preceding the month in which such Distribution Date occurs and ends on the first day of the month in which such Distribution Date occurs.

The “Group I Allocation Percentage” for any Distribution Date will be the percentage equivalent of a fraction, the numerator of which will be (x) the Group I Principal Remittance Amount for such Distribution Date and the denominator of which will be (y) the Principal Remittance Amount for such Distribution Date.

The “Group I Interest Remittance Amount” for any Distribution Date will be that portion of the Available Funds for such Distribution Date that represents interest received or advanced on the Group I Mortgage Loans, minus an amount equal to the Group I Net WAC Allocation Percentage of any Net Swap Payment or Swap Termination Payment (other than termination payments resulting from a Swap Provider Trigger Event) paid to the Interest Rate Swap Provider.

The “Group I Net WAC Allocation Percentage” for any Distribution Date will be the percentage equivalent of a fraction, the numerator of which will be (x) the aggregate principal balance of the Group I Mortgage Loans as of the first 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 the denominator of which will be (y) the aggregate principal balance of the Mortgage Loans as of the first 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).

The “Group I Principal Distribution Amount” for any Distribution Date will be the sum of (i) the principal portion of all scheduled monthly payments on the Group I Mortgage Loans due during the related Due Period, to the extent received on or prior to the related Determination Date or advanced prior to such Distribution Date; (ii) the principal portion of all proceeds received in respect of the repurchase of a Group I 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 I Mortgage Loans and (iv) the Group I Allocation Percentage of the amount of any Overcollateralization Increase Amount for such Distribution Date; minus (v) the Group I Allocation Percentage of the amount of any Overcollateralization Reduction Amount for such Distribution Date. In no event will the Group I 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 Class A and Mezzanine Certificates.

The “Group I 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 I Principal Distribution Amount.

The “Group II Allocation Percentage” for any Distribution Date will be the percentage equivalent of a fraction, the numerator of which will be (x) the Group II Principal Remittance Amount for such Distribution Date and the denominator of which will be (y) the Principal Remittance Amount for such Distribution Date.

The “Group II Interest Remittance Amount” for any Distribution Date will be that portion of the Available Funds for such Distribution Date that represents interest received or advanced on the Group II Mortgage Loans, minus an amount equal to the Group II Net WAC Allocation Percentage of any Net Swap Payment or Swap Termination Payment (other than termination payments resulting from a Swap Provider Trigger Event) paid to the Interest Rate Swap Provider.

The “Group II Net WAC Allocation Percentage” for any Distribution Date will be the percentage equivalent of a fraction, the numerator of which will be (x) the aggregate principal balance of the Group II Mortgage Loans as of the first 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 the denominator of which will be (y) the aggregate principal balance of the Mortgage Loans as of the first 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).

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, to the extent received on or prior to the related Determination Date or advanced prior to such Distribution 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 Group II Allocation Percentage of the amount of any Overcollateralization Increase Amount for such Distribution Date; minus (v) the Group II Allocation Percentage of the amount of any Overcollateralization Reduction Amount for such Distribution Date. 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 Class A and Mezzanine Certificates.

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.

The “Interest Accrual Period” for any Distribution Date and the Class A and Mezzanine Certificates will be the period commencing on the Distribution Date in 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, and all distributions of interest on the Class A and Mezzanine Certificates will be based on a 360-day year and the actual number of days in the applicable Interest Accrual Period.

The “Interest Carry Forward Amount” with respect to any class of Class A and Mezzanine Certificates and any Distribution Date will be equal to the amount, if any, by which the Interest Distribution Amount for such class of Certificates for the immediately preceding Distribution Date exceeded the actual amount distributed on such Certificates in respect of interest on such immediately preceding Distribution Date, together with any Interest Carry Forward Amount with respect to such Certificates remaining undistributed from the previous Distribution Date plus interest accrued thereon at the related Pass-Through Rate on such Certificates for the most recently ended Interest Accrual Period. The Interest Carry Forward Amount with respect to the Class A Certificates, if any, will be distributed as part of the Senior Interest Distribution Amount on each Distribution Date. The Interest Carry Forward Amount with respect to the Mezzanine Certificates, to the extent not distributed from Net Monthly Excess Cashflow or the Interest Rate Swap Agreement on such Distribution Date, will be carried forward to succeeding Distribution Dates and, subject to available funds, will be distributed in the manner set forth in “—Overcollateralization Provisions” herein.

The “Interest Distribution Amount” for the Class A and Mezzanine Certificates of any class on any Distribution Date will be equal to interest accrued during the related Interest Accrual Period on the Certificate Principal Balance of that class immediately prior to such Distribution Date at the then applicable Pass-Through Rate for such class and reduced (to not less than zero), in the case of each such class, by the allocable share, if any, for such class of Prepayment Interest Shortfalls not covered by Compensating Interest and shortfalls resulting from the application of the Relief Act, in each case to the extent not allocated to interest accrued on the Class CE Certificates.

The “Net Monthly Excess Cashflow” for any Distribution Date will be equal to the sum of (a) any Overcollateralization Reduction Amount and (b) the excess of (x) the Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (i) the Senior Interest Distribution Amount distributable to the Class A Certificates, (ii) the Interest Distribution Amounts distributable to the holders of the Mezzanine Certificates and (iii) the Principal Remittance Amount.

The “Net WAC Rate Carryover Amount” for any Distribution Date and for any class of Class A and Mezzanine Certificates is an amount equal to the sum of (i) the excess, if any, of (x) the amount of interest such class of Certificates would have accrued for such Distribution Date had the applicable Pass-Through Rate been the related Formula Rate, over (y) the amount of interest such class of Certificates accrued for such Distribution Date at the related Net WAC Pass-Through Rate and (ii) the undistributed portion of any related Net WAC Rate Carryover Amount from the prior Distribution Date together with interest accrued on such undistributed portion for the most recently ended Interest Accrual Period at the related Formula Rate.

The “Overcollateralization Increase Amount” with respect to any Distribution Date equals the lesser of (i) the amount, if any, by which the Overcollateralization Target Amount exceeds the Overcollateralized Amount on such Distribution Date (calculated for this purpose only after assuming that 100% of the Principal Remittance Amount on such Distribution Date has been distributed) and (ii) the Net Monthly Excess Cashflow for such Distribution Date.

The “Overcollateralization Reduction Amount” with respect to any Distribution Date will be the lesser of (A) the Principal Remittance Amount on such Distribution Date or (B) the excess, if any, of (i) the Overcollateralized Amount for such Distribution Date (calculated for this purpose only after assuming that 100% of the Principal Remittance Amount on such Distribution Date has been distributed) over (ii) the Overcollateralization Target Amount for such Distribution Date.

The “Overcollateralization Target Amount” means, with respect to any Distribution Date, (i) prior to the Stepdown Date, an amount equal to approximately 2.10% (subject to a variance of plus 5%) of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the Stepdown Date, provided a Trigger Event is not in effect, the greater of (x) approximately 4.20% (subject to a variance of plus 5%) of the aggregate outstanding 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 (y) approximately $7,105,940 or (iii) on or after the Stepdown Date and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date.

The “Overcollateralized Amount” with respect to any Distribution Date will be the excess, if any, of (a) 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) over (b) the sum of the aggregate Certificate Principal Balance of the Class A, Mezzanine and Class P Certificates, after giving effect to distributions to be made on such Distribution Date.

The “PMI Insurer Fee” for any Distribution Date is the premium for each PMI Policy payable by the Trustee from amounts on deposit in the Trust on the aggregate principal balance of the applicable PMI Mortgage loans as of the first day of the related Due Period (after giving effect to scheduled payments of principal due during the Due Period relating to the previous Distribution Date, to the extent received or advanced) plus any applicable taxes on premiums for PMI Mortgage Loans located in West Virginia and Kentucky.

The “PMI Insurer Fee Rate” for any Distribution Date is equal to a rate of 0.96% per annum.

The “Prepayment Period” with respect to any Distribution Date will be the period commencing on the day after the Determination Date in the month preceding the month in which such Distribution Date falls (or, in the case of the first Distribution Date, commencing on April 1, 2006) and ending on the Determination Date in the calendar month in which such Distribution Date occurs.

The “Principal Remittance Amount” for any Distribution Date will be the sum of (i) the Group I Principal Remittance Amount and (ii) the Group II Principal Remittance Amount.

A “Realized Loss” is (a) the amount of any Bankruptcy Loss or (b) with respect to any defaulted Mortgage Loan that is liquidated through foreclosure sale, disposition of the related mortgaged property (if acquired on behalf of the certificateholders by foreclosure or deed in lieu of foreclosure) or otherwise, is the amount of loss realized, if any, equal to the portion of the unpaid principal balance remaining, if any, plus interest thereon through the last day of the month in which such Mortgage Loan was finally liquidated, after application of all amounts recovered (net of amounts reimbursable to the Master Servicer for Advances, servicing advances and other related expenses, including attorney’s fees) towards interest and principal owing on the Mortgage Loan.

The “Senior Group I Principal Distribution Amount” for any Distribution Date will be an amount, not less than zero, equal to the excess of (x) the Certificate Principal Balance of the Group I Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 60.80% and (ii) the aggregate principal balance of the Group I 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 I 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 approximately $3,548,589.

The “Senior Group II Principal Distribution Amount” for any Distribution Date will be an amount, not less than zero, equal to the excess of (x) the aggregate Certificate Principal Balance of the Group II Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) approximately 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 approximately $3,557,351.

The “Senior Interest Distribution Amount” on any Distribution Date will be equal to the sum of the Interest Distribution Amount for such Distribution Date for the Class A Certificates and the Interest Carry Forward Amount, if any, for that Distribution Date for the Class A Certificates.

The “Stepdown Date” will be the earlier of (i) the first Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero and (ii) the later to occur of (x) the Distribution Date occurring in May 2009 and (y) the first Distribution Date on which the Credit Enhancement Percentage for the Class A Certificates (calculated for this purpose only after taking into account distributions of principal on the Mortgage Loans, but prior to any distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount to the holders of the Certificates then entitled to distributions of principal on such Distribution Date) is greater than or equal to approximately 39.20%.

A “Trigger Event” is in effect with respect to any Distribution Date on and after the Stepdown Date if:

(a)the Delinquency Percentage exceeds the applicable percentages of the Credit Enhancement Percentage for the prior Distribution Date as set forth below for the most senior class of Class A and Mezzanine Certificates then outstanding:

Class	Percentage
Class A Certificates	40.75%
Class M-1 Certificates	49.46%
Class M-2 Certificates	60.97%
Class M-3 Certificates	71.63%
Class M-4 Certificates	84.52%
Class M-5 Certificates	102.40%
Class M-6 Certificates	124.80%
Class M-7 Certificates	158.16%
Class M-8 Certificates	207.45%
Class M-9 Certificates	257.64%
Class M-10 Certificates	380.33%

or

(b)the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Due Period (reduced by the aggregate amount of Subsequent Recoveries received 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 Date exceeds the applicable percentages set forth below with respect to such Distribution Date:

Distribution Date Occurring In	Percentage
May 2008 through April 2009	1.35% for the first month plus an additional 1/12th of 1.65% for each month thereafter
May 2009 through April 2010	3.00% for the first month plus an additional 1/12th of 1.70% for each month thereafter
May 2010 through April 2011	4.70% for the first month plus an additional 1/12th of 1.35% for each month thereafter
May 2011 through April 2012	6.05% for the first month plus an additional 1/12th of 0.45% for each month thereafter
May 2012 and thereafter	6.50%

Advances

Subject to the following limitations, the Master Servicer will be obligated to advance or cause to be advanced on or before each Distribution Date from its own funds (or from funds in the distribution account that are not included in the Available Funds for such Distribution Date or a combination of both) an amount equal to the aggregate of all payments of principal and interest (net of the Servicing Fee) that were due during the related Due Period on the Mortgage Loans and that were delinquent on the related Determination Date, plus certain amounts representing assumed payments not covered by any current net income on the Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure (any such advance, an “Advance” and together, the “Advances”). Advances are required to be made only to the extent they are deemed by the Master Servicer to be recoverable from related late collections, insurance proceeds, condemnation proceeds and liquidation proceeds. The purpose of making such Advances is to maintain a regular cash flow to the Certificateholders, rather than to guarantee or insure against losses. The Master Servicer will not be required, however, to make any Advances with respect to reductions in the amount of the monthly payments on the Mortgage Loans due to bankruptcy proceedings or the application of the Relief Act. Subject to the recoverability standard above, the Master Servicer’s obligation to make Advances as to any Mortgage Loan will continue until the Mortgage Loan is paid in full or until the recovery of all Liquidation Proceeds thereon.

All Advances will be reimbursable to the Master Servicer from late collections, insurance proceeds, condemnation proceeds and liquidation proceeds from the Mortgage Loan as to which such unreimbursed Advance was made. The Master Servicer may recover at any time from amounts in the collection account the amount of any Advance that the Master Servicer deems nonrecoverable or that remains unreimbursed to the Master Servicer from the related liquidation proceeds after the final liquidation of the related Mortgage Loan. In addition, the Master Servicer may, at any time, withdraw from the collection account funds that were not included in the Available Funds for the preceding Distribution Date to reimburse itself for Advances previously made by the Master Servicer. In the event the Master Servicer fails in its obligation to make any required Advance, the Trustee, in its capacity as successor Master Servicer, will be obligated to make any such Advance, to the extent required in the Pooling and Servicing Agreement.

In the course of performing its servicing obligations, the Master Servicer will pay all reasonable and customary “out-of-pocket” costs and expenses incurred in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of the Mortgaged Properties, (ii) any environmental audit, (iii) any enforcement or judicial proceedings, including foreclosures and (iv) the management and liquidation of Mortgaged Properties acquired in satisfaction of the related mortgage. Each such expenditure will constitute a “Servicing Advance.”

The Master Servicer’s right to reimbursement for Servicing Advances is limited to late collections on the related Mortgage Loan, including liquidation proceeds, released mortgaged property proceeds, insurance proceeds, condemnation proceeds and such other amounts as may be collected by the Master Servicer from the related mortgagor or otherwise relating to the Mortgage Loan in respect of which such unreimbursed amounts are owed. The Master Servicer may recover at any time from amounts in the collection account the amount of any Servicing Advance that the Master Servicer deems nonrecoverable or that remains unreimbursed to the Master Servicer from the related liquidation proceeds after the final liquidation of the related Mortgage Loan. See “Description of the Certificates—Allocation of Available Funds.”

The Pooling and Servicing Agreement provides that the Master Servicer or the Trustee, on behalf of the Trust, may enter into a facility with any person which provides that such person (an “Advancing Person”) may directly or indirectly fund Advances and/or Servicing Advances, although no such facility will reduce or otherwise affect the Master Servicer’s obligation to fund such Advances and/or Servicing Advances. Such facility will not require the consent of the certificateholders. Any Advances and/or Servicing Advances made by an Advancing Person would be reimbursed to the Advancing Person in the same manner as reimbursements would be made to the Master Servicer if such advances were funded by the Master Servicer.

POOLING AND SERVICING AGREEMENT

General

The Certificates will be issued pursuant to the Pooling and Servicing Agreement, a form of which is filed as an exhibit to the Registration Statement. A Current Report on Form 8-K relating to the Certificates containing a copy of the Pooling and Servicing Agreement as executed will be filed by the Depositor with the Securities and Exchange Commission following the initial issuance of the Certificates. The Trust created under the Pooling and Servicing Agreement will consist of (i) all of the Depositor’s right, title and interest in the Mortgage Loans, the related Mortgage Notes, Mortgages and other related documents, (ii) all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, together with any proceeds thereof, (iii) any Mortgaged Properties acquired on behalf of certificateholders by foreclosure or by deed in lieu of foreclosure, and any revenues received thereon, (iv) the rights of the Trustee under all insurance policies required to be maintained pursuant to the Pooling and Servicing Agreement, (v) the Net WAC Rate Carryover Reserve Account, (vi) the rights of the Depositor under the Mortgage Loan Purchase Agreement and (vii) the right to any Net Swap Payment and any Swap Termination Payment made by the Interest Rate Swap Provider and deposited into the Swap Account.

The Interest Rate Swap Provider and the NIMS Insurer, if any, will each be a third-party beneficiary of the Pooling and Servicing Agreement to the extent set forth in the Pooling and Servicing Agreement. In addition, the NIMS Insurer, if any, will have several rights under the Pooling and Servicing Agreement including, but not limited to, the rights set forth under “Risk Factors—Rights of the NIMS Insurer May Negatively Impact the Class A and Mezzanine Certificates” in this prospectus supplement.

Reference is made to the prospectus for important information in addition to that set forth herein regarding the Trust, the terms and conditions of the Pooling and Servicing Agreement and the Class A and Mezzanine Certificates. The Depositor will provide to a prospective or actual certificateholder without charge, on written request, a copy (without exhibits) of the Pooling and Servicing Agreement. Requests should be addressed to Argent Securities Inc., 1100 Town & Country Road, Suite 1100, Orange, California 92868, Attention: Capital Markets.

Assignment of the Mortgage Loans

The Depositor will deliver to the Trustee (or to a custodian on the Trustee’s behalf) with respect to each Mortgage Loan (i) the mortgage note endorsed without recourse in blank to reflect the transfer of the Mortgage Loan, (ii) the original mortgage with evidence of recording indicated thereon and (iii) an assignment of the mortgage in recordable form endorsed in blank without recourse, reflecting the transfer of the Mortgage Loan. The Depositor will not cause to be recorded any assignment of mortgage which relates to a Mortgage Loan in any jurisdiction (except with respect to any Mortgage Loan located in the State of Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any class of Certificates; provided, however, upon the occurrence of certain events set forth in the Pooling and Servicing Agreement, each such assignment of mortgage will be recorded, or submitted for recording by the Seller, at the Seller’s expense (or, if the Seller is unable to pay the cost of recording the assignments of mortgage, such expense will be paid by the Trustee, which expense will be reimbursed by the Trust) as set forth in the Pooling and Servicing Agreement.

The Seller will make certain representations and warranties as of the Closing Date as to the accuracy in all material respects of certain information furnished to the Trustee with respect to each Mortgage Loan (e.g., the Principal Balance and the Mortgage Rate). In addition, the Seller will represent and warrant, among other things that at the time of transfer to the Depositor: (i) the Seller has transferred or assigned all of its right, title and interest in each Mortgage Loan and the related documents, free of any lien; (ii) each Mortgage Loan complied, at the time of origination, in all material respects with applicable local, state and/or federal laws and (iii) the Mortgage Loans are not subject to the requirements of the Homeownership Act and no Mortgage Loan is subject to, or in violation of, any applicable state or local law, ordinance or regulation similar to the Homeownership Act. Upon discovery of a breach of any such representation and warranty which materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan and related documents, the Seller will have a period of 90 days after the earlier of discovery or receipt of written notice of the breach to effect a cure. If the breach cannot be cured within the 90 day period, the Seller will be obligated to repurchase or replace the affected Mortgage Loan in the manner described in the prospectus, the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreement. The same procedure and limitations that are set forth above for the substitution or repurchase of Deleted Mortgage Loans as a result of deficient documentation relating thereto will apply to the substitution or repurchase of a Deleted Mortgage Loan as a result of a breach of a representation or warranty in the Mortgage Loan Purchase Agreement that materially and adversely affects the interests of the Certificateholders.

Mortgage Loans required to be transferred to the Seller as described in the preceding paragraphs are referred to as “Deleted Mortgage Loans.”

Servicing and Other Compensation and Payment of Expenses

The principal compensation to be paid to the Master Servicer in respect of its servicing activities for the Certificates will be equal to accrued interest at the Servicing Fee Rate of 0.500% per annum with respect to each Mortgage Loan for each calendar month on the same principal balance on which interest on such Mortgage Loan accrues for such calendar month (the “Servicing Fee”). As additional servicing compensation, the Master Servicer is entitled to retain all ancillary income, including late charges, NSF fees, reconveyance fees and assumption fees (with the exception of prepayment charges, which will be distributed to the holders of the Class P Certificates) to the extent collected from mortgagors, together with any interest or other income earned on funds held in the collection account and any escrow accounts.

The Master Servicer is obligated to offset any Prepayment Interest Shortfall on any Distribution Date to the extent of its aggregate Servicing Fee for such Distribution Date (such amount is referred to herein as “Compensating Interest”). The Master Servicer is obligated to pay certain insurance premiums and certain ongoing expenses associated with the mortgage pool and incurred by the Master Servicer in connection with its responsibilities under the Pooling and Servicing Agreement and is entitled to reimbursement therefor as provided in the Pooling and Servicing Agreement. See “Description of the Securities—Retained Interest; Servicing or Administration Compensation and Payment of Expenses” in the prospectus for information regarding expenses payable by the Master Servicer and “Federal Income Tax Consequences” herein regarding certain taxes payable by the Master Servicer.

Events of Default and Removal of Servicer or Master Servicer

The circumstances under which the Master Servicer may be removed are set forth under “Description of the Securities—Events of Default” in the prospectus. In addition to those events, the Master Servicer may be removed if cumulative losses on the Mortgage Loans exceed the level specified below for the applicable period:

Months (following the Closing Date)	Cumulative Loss (%)
37-48	4.75
49-60	6.25
61-72	7.50
73 and thereafter	8.00

In the event of an Event of Default regarding the Master Servicer, the Trustee will become the successor master servicer under the Pooling and Servicing Agreement (or, the Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, petition a court of competent jurisdiction to appoint any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $15,000,000 and meeting such other standards for a successor master servicer as are set forth in the Pooling and Servicing Agreement) and will assume all future responsibilities and liabilities of the Master Servicer as successor master servicer.

The Trustee will be required to notify certificateholders and the rating agencies of any event of a default by the Master Servicer actually known to a responsible officer of the Trustee and of the appointment of any successor master servicer.

All reasonable out-of-pocket servicing transfer costs will be paid by the predecessor master servicer, as applicable, upon presentation of reasonable documentation of such costs, and if such predecessor master servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor master servicer (in which case the successor master servicer shall be entitled to reimbursement therefor from the assets of the Trust).

The Pooling and Servicing Agreement provides that the Master Servicer may pledge its servicing rights under the Pooling and Servicing Agreement to one or more lenders. No such pledge will reduce or otherwise affect the Master Servicer’s servicing obligations under the Pooling and Servicing Agreement. Upon an event of default by the Master Servicer under the Pooling and Servicing Agreement, the Trustee may remove the Master Servicer as the Master Servicer and the Trustee will, or under certain circumstances, the Master Servicer or its designee may appoint a successor master servicer. In any event, the successor master servicer must meet the requirements for successor master servicers under the Pooling and Servicing Agreement.

Master Servicer’s Limitations on Liability

The Master Servicer will not be liable to the Trust or the Certificateholder for any action taken, or for refraining from the taking of any action, in good faith or for errors in judgment. This limitation on liability does not protect the Master Servicer and any director, officer, employee or agent of the Master Servicer from liability in connection with willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties. The terms of the Pooling and Servicing Agreement will provide that the Master Servicer will be indemnified and held harmless by the Trust against any loss, liability, or expense incurred by the Master Servicer in connection with any legal action relating to the Pooling and Servicing Agreement or the Certificates other than any loss, liability or expense (i) incurred by the Master’s Servicer’s willful misfeasance, bad faith or negligence in the performance of the Master Servicer’s duties under the Pooling and Servicing Agreement or (ii) by reason of reckless disregard, of the Master Servicer’s obligations and duties under the Pooling and Servicing Agreement. The Master Servicer will not be under any obligation to appear in, prosecute or defend any legal action unless: (i) such action relates to the Master Servicer’s duties under the Pooling and Servicing Agreement; or (ii) the Master Servicer deems such action necessary or desirable. In the event that the Master Servicer appears in, prosecutes or defends any legal action, the Pooling and Servicing Agreement will provide that the Master Servicer and any director, officer, employee or agent of the Master Servicer will be reimbursed from the Trust for all costs.

See “Description of the Securities—Matters Regarding the Master Servicer and the Depositor” in the prospectus.

Certain Matters Regarding the Master Servicer

The Master Servicer may delegate its duties and obligations under the Pooling and Servicing Agreement to a sub-servicer, with the consent of the NIMS Insurer, as long as such delegation would not result in a withdrawal or a downgrade by any Rating Agency of the ratings on any Class of Certificates.

See “Description of the Securities—Description of Sub-Servicing” in the prospectus.

As set forth in the Pooling and Servicing Agreement, the Master Servicer is permitted to resign from its obligations and duties only upon determination that its duties are no longer permissible under applicable law, or with the written consent of the Trustee, the NIMS Insurer and written confirmation from each Rating Agency (which confirmation will be furnished to the Depositor, the NIMS Insurer and the Trustee) that its resignation will not cause the Rating Agency to reduce the then current rating of the Class A Certificates or the Mezzanine Certificates. See “Description of the Securities—Matters Regarding the Master Servicer and Depositor.”

Servicing of Delinquent Mortgage Loans

The Master Servicer will be required to act with respect to delinquent Mortgage Loans in accordance with procedures set forth in the Pooling and Servicing Agreement. These procedures, as followed with respect to any delinquent Mortgage Loan, may, among other things, result in (i) foreclosing on such Mortgage Loan, (ii) accepting the deed to the related mortgaged property in lieu of foreclosure, (iii) granting the mortgagor under such Mortgage Loan a modification or forbearance or (iv) accepting payment from the mortgagor under such Mortgage Loan of an amount less than the principal balance of such Mortgage Loan in final satisfaction of such Mortgage Loan. However, following these procedures may not lead to the alternative that would result in the recovery by the Trust of the highest net present value of proceeds on such Mortgage Loan or otherwise to the alternative that is in the best interests of the certificateholders.

Optional Purchase of Delinquent Mortgage Loans

As to any Mortgage Loan which is delinquent in payment by 90 days or more, the NIMS Insurer, if any, may, at its option and in accordance with the terms of the Pooling and Servicing Agreement, purchase such Mortgage Loan from the Trust at a purchase price for such Mortgage Loan generally equal to par plus accrued interest. In addition, the Master Servicer will have the option to purchase from the Trust Mortgage Loans that are delinquent in payment 90 days or more at a purchase price for such Mortgage Loan generally equal to par plus accrued interest, under certain circumstances set forth in the Pooling and Servicing Agreement and, with respect to each such delinquent Mortgage Loan, during certain prescribed time periods relating to the length of time such Mortgage Loan has been delinquent, in each case as set forth in the Pooling and Servicing Agreement. The Seller may sell all or a portion of the Class CE, Class P or Residual Certificates to one or more unaffiliated parties in one or more private transactions. As part of such sale, the Master Servicer, if requested, will agree, upon the direction of such purchaser, to exercise its purchase right with respect to Mortgage Loans 90 days or more delinquent, subject to the conditions set forth in the Pooling and Servicing Agreement.

Trustee’s Limitations of Liability and Indemnification

The Pooling and Servicing Agreement will provide that the Trustee and any director, officer, employee or agent of the Trustee will be indemnified by the Trust and will be held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s performance in accordance with the provisions of the Pooling and Servicing Agreement) incurred by the Trustee in connection with any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under the Pooling and Servicing Agreement, other than any loss, liability or expense (i) resulting from a breach of the Master Servicer’s obligations and duties under the Pooling and Servicing Agreement (for which the Trustee receives indemnity from the Master Servicer), (ii) that constitutes a specific liability of the Trustee under the Pooling and Servicing Agreement or (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee’s duties under the Pooling and Servicing Agreement or as a result of a breach, or by reason of reckless disregard, of the Trustee’s obligations and duties under the Pooling and Servicing Agreement. In addition, the Pooling and Servicing Agreement will provide that the Trustee and any director, officer, employee or agent of the Trustee will be reimbursed from the Trust for all costs associated with the transfer of servicing in the event of a Master Servicer Event of Default (as defined in the Pooling and Servicing Agreement).

Removal and Termination of Trustee

If at any time the Trustee becomes ineligible in accordance with the provisions of the Pooling and Servicing Agreement and fails to resign after written request by the Depositor or the NIMS Insurer, or if at any time the Trustee becomes incapable of acting, or is adjudged bankrupt or insolvent, or a receiver of the Trustee or of its respective property is appointed, or any public officer takes charge or control of the Trustee or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the NIMS Insurer may remove the Trustee and appoint a successor trustee acceptable to the NIMS Insurer by written instrument, in duplicate, which instrument will be delivered to the removed Trustee and to the successor trustee. A copy of such instrument will be delivered to the Certificateholders and the Master Servicer by the Depositor.

The Certificateholders entitled to at least 51% of the voting rights or the NIMS Insurer upon failure of the Trustee to perform its obligations may at any time remove the Trustee and appoint a successor trustee acceptable to the NIMS Insurer by written instrument or instruments, in triplicate, signed by such holders or their attorneys-in-fact duly authorized, one complete set of which instruments will be delivered to the Depositor, one complete set to the removed Trustee and one complete set to the appointed successor. A copy of such instrument will be delivered to the Certificateholders and the Master Servicer by the Depositor.

Upon satisfaction of certain conditions as specified in the Pooling and Servicing Agreement, the Trustee may resign from its duties under the Pooling and Servicing Agreement. Any resignation or removal of the Trustee and appointment of a successor trustee will not become effective until acceptance of appointment by the successor trustee.

Reports to Certificateholders

On each Distribution Date, the Trustee will prepare and make available to each holder of a Certificate, a statement based upon information received from the Master Servicer, if applicable, generally setting forth, among other things:

(1)all amounts received on the Mortgage Loans during the related Due Period and the related Prepayment Period and any amounts received from any other source used to make distributions on the Certificates, separately identifying the source thereof;

(2)the amount of the distribution made on such Distribution Date to the holders of the Certificates allocable to principal and the amount of the distribution made to the holders of the Class P Certificates allocable to Prepayment Charges;

(3)the amount of the distribution made on such Distribution Date to the holders of the certificates allocable to interest and the aggregate unpaid accrued interest, if any, on each class of Certificates as of such Distribution Date after giving effect to all distributions and allocations made on such Distribution Date;

(4)the fees and expenses (including extraordinary expenses) of the Trust accrued and paid on such Distribution Date and to whom such fees and expenses were paid;

(5)the aggregate amount of Advances for the related Due Period (including the general purpose of such Advance so long as such information is provided to the Trustee by the Master Servicer) and the aggregate amount of unreimbursed Advances and the aggregate amount of Advances reimbursed to the Master Servicer from amounts on deposit in the Collection Account;

(6)the amount on deposit in the Collection Account, Distribution Account, and any other account maintained for the benefit of the certificateholders as of the previous Distribution Date and of the related Distribution Date, and any material account activity during the period;

(7)the aggregate principal balance of the Mortgage Loans as of the close of business at the end of the related Due Period and as of the close of business at the end of the prior Due Period;

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

(9)the number and aggregate principal balance of Mortgage Loans (a) delinquent 30-59 days, (b) delinquent 60-89 days, (c) delinquent 90 days or more; (d) as to which foreclosure proceedings have been commenced and (e) with respect to which the related mortgagor has filed for bankruptcy;

(10)with respect to any mortgaged property acquired on behalf of certificateholders through foreclosure or deed in lieu of foreclosure during the preceding calendar month, the principal balance of the related Mortgage Loan as the related Distribution Date;

(11)the aggregate principal balance of each class of Certificates (including any class of Certificates not offered hereby) issued by the issuing entity as of such Distribution Date after giving effect to all distributions and allocations made on such Distribution Date, separately identifying any reduction in the principal balance due to the allocation of any Realized Loss or Relief Act shortfalls;

(12)the aggregate amount any Prepayment Interest Shortfall to the extent not covered by Compensating Interest;

(13)the Net Monthly Excess Cashflow, the Overcollateralized Amount, the Overcollateralization Target Amount as of such Distribution Date and the Credit Enhancement Percentage for such Distribution Date;

(14)with respect to Mortgage Loans as to which a final liquidation has occurred, the number of Mortgage Loans, the aggregate unpaid principal balance of such Mortgage Loans and the aggregate amount of proceeds (including liquidation proceeds and insurance proceeds) collected in respect of such Mortgage Loans;

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

(16)the amount on deposit in the Net WAC Carryover Reserve Account;

(17)whether a Trigger Event is in effect;

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

(19)the amount of any Net Swap Payments or Swap Termination Payments;

(20)(i) the amount of payments received from the Master Servicer related to claims under the PMI Policy during the related Prepayment Period (and the number of Mortgage Loans to which such payments related) and (ii) the cumulative amount of payments received related to claims under the PMI Policy since the Closing Date (and the number of Mortgage Loans to which such payments related); and

(21)(i) the dollar amount of claims made under the PMI Policy that were denied (as identified by the Master Servicer) during the Prepayment Period (and the number of Mortgage Loans to which such denials related) and (ii) the dollar amount of the cumulative claims made under the PMI Policy that were denied since the Closing Date (and the number of Mortgage Loans to which such denials related).

The Trustee will make available to certificateholders the statement as described above (and, at its option, any additional files containing the same information in an alternative format) each month via the Trustee’s internet website. Assistance in using the website can be obtained by calling the Trustee’s investor relations desk at 1-800-735-7777. Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the investor relations desk and indicating such. The Trustee will have the right to change the way statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee will provide timely and adequate notification to all above parties regarding any such changes.

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

The primary source of information available to investors concerning the Class A Certificates and Mezzanine Certificates will be the monthly statements made available via the Trustee’s internet website, which will include information as to the outstanding Certificate Principal Balance of the Class A Certificates and Mezzanine Certificates. Also, investors may read and copy any Form 10-D, Form 10-K or Form 8-K at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549. Investors may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also makes any such materials filed electronically available at the following website: http://www.sec.gov.

Any Form 10-D, Form 10-K or Form 8-K will be filed on behalf of the Issuing Entity will be signed by the Depositor. In addition Form 10-D will include, among other things, any material breaches of representations and warranties regarding the Mortgage Loans, any modifications or waivers of a Trigger Event and status of the applicable form of credit enhancement.

Copies of the Trust’s Annual Reports on Form 10-K, Distribution Reports on Form 10-D and Current Reports on Form 8-K, and any amendments to those reports, will be made available to investors by calling the investor relations desk 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 Trustee will prepare and deliver to each holder of a certificate of record during the previous calendar year and the NIMS Insurer a statement containing information necessary to enable holders of the certificates to prepare their tax returns. Such statements will not have been examined and reported upon by an independent public accountant.

Voting Rights

At all times, 98% of all voting rights will be allocated among the holders of the Class A, Mezzanine and Class CE Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates, 1% of all voting rights will be allocated among the holders of the Class P Certificates and 1% of all voting rights will be allocated among the holders of the Residual Certificates in proportion to the percentage interests in such classes evidenced by their respective Certificates.

Modifications to the Pooling and Servicing Agreement

The Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer and the Trustee with the consent of the NIMS Insurer, if any, and without the consent of the Certificateholders in order to: (i) cure any ambiguity or defect, (ii) correct, modify or supplement any provisions (including to give effect to the expectations of Certificateholders) or (iii) make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement, provided that such action will not adversely affect the interests of the Certificateholders evidenced by an opinion of counsel or confirmation from the rating agencies that such amendment will not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates.

The Pooling and Servicing Agreement may also be amended from time to time by the Depositor, the Master Servicer, the NIMS Insurer and the Trustee with the consent of the NIMS Insurer and the Certificateholders entitled to at least 66% of the Voting Rights for the purpose of either adding, changing, or eliminating any provisions of the Pooling and Servicing Agreement or of modifying the rights of the Certificateholders; however, no such amendment may: (i) reduce the amount of, or delay the timing of, payments received on Mortgage Loans or (ii) adversely affect in any material respect the interests of the Certificateholders.

None of the Depositor, the Master Servicer nor the Trustee may enter into an amendment of the Pooling and Servicing Agreement that would: (i) significantly change the permitted activities of the Trust fund without the consent of the NIMS Insurer and the Certificateholders that represent more than 50% of the aggregate Certificate Principal Balance of all Certificates or (ii) have a material adverse affect on the Interest Rate Swap Provider without the prior written consent of the Interest Rate Swap Provider. The Trustee will make available a copy of any such amendment to each Certificateholder.

Evidence as to Compliance

The Master Servicer is required to deliver to the Depositor and the Rating Agencies by not later than March 1^st of each year, starting in March 2007, an officer’s certificate stating that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under the Pooling and Servicing Agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under the Pooling and Servicing Agreement for such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status of such default.

In addition, notwithstanding anything in the prospectus to the contrary, the Pooling and Servicing Agreement will generally provide that on or before March 1, 2007, each party participating in the servicing function will provide to the Depositor and the Trustee a report on an assessment of compliance with the applicable minimum servicing criteria established in Item 1122(d) of Regulation AB (the “AB Servicing Criteria”) and each such party will provide such reports annually for so long as the Issuing Entity is required to file such reports. The AB Servicing Criteria include specific criteria relating to the following areas: general servicing considerations, cash collection and administration, investor remittances and reporting, and pool asset administration. Such report will indicate that the AB Servicing Criteria were used to test compliance on a platform level basis and will set out any material instances of noncompliance.

The Pooling and Servicing Agreement will also provide that each party responsible for the servicing function will deliver along with its report on assessment of compliance, an attestation report from a firm of independent public accountants on the assessment of compliance with the AB Servicing Criteria.

Termination

The circumstances under which the obligations created by the Pooling and Servicing Agreement will terminate in respect of the Certificates are described in “Description of the Securities—Termination of the Trust Fund and Disposition of Trust Fund Assets” in the prospectus. The majority holders of the Class CE Certificates, the Master Servicer or the NIMS Insurer, if any, will have the right to purchase all remaining Mortgage Loans and any properties acquired in respect thereof and thereby effect early retirement of the Certificates on any Distribution Date following the Due Period during which the aggregate principal balance of the Mortgage Loans (and properties acquired in respect thereof) remaining in the Trust at the time of purchase is reduced to an amount less than 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date (the “Optional Termination Date”). In the event the majority holders of the Class CE Certificates, the Master Servicer or the NIMS Insurer, if any, exercise such option, the purchase price payable in connection therewith generally will be equal to the sum of (x) the fair market value of the Mortgage Loans and such properties, plus accrued interest for each Mortgage Loan at the related Mortgage Rate to but not including the first day of the month in which such repurchase price is distributed, together with any amounts due to the Master Servicer for servicing compensation at the Servicing Fee Rate and any unreimbursed Advances and servicing advances and (y) any Swap Termination Payment owed to the Interest Rate Swap Provider not due to a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement. However, this option may be exercised only if (i) the fair market value of the Mortgage Loans and REO Properties is at least equal to the aggregate principal balance of the Mortgage Loans and the appraised value of the REO Properties and (ii) the termination price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the principal balance of, the notes guaranteed by the NIMS Insurer and any amounts owed to the NIMS Insurer at the time the option is exercised. Proceeds from such repurchase will be included in Available Funds and will be distributed to the holders of the Certificates in accordance with the Pooling and Servicing Agreement.

In the event that such option is exercised, the portion of the purchase price allocable to the Class A and Mezzanine Certificates of each class will be, to the extent of available funds:

(i)	100% of the then outstanding Certificate Principal Balance of the Class A and Mezzanine Certificates, plus
(ii)	one month’s interest on the then outstanding Certificate Principal Balance thereof at the then applicable Pass-Through Rate for such class, plus
(iii)	any previously accrued but undistributed interest thereon to which the holders of such Certificates are entitled, together with the amount of any Net WAC Rate Carryover Amounts (payable to and from the Net WAC Rate Carryover Reserve Account or the Swap Account); plus
(iv)	in the case of the Mezzanine Certificates, any previously undistributed Allocated Realized Loss Amount.

The holders of the Residual Certificates will pledge any amount received by such holders in a termination in excess of par to the holders of the Class CE Certificates. In no event will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the survivor of the persons named in the Pooling and Servicing Agreement. See “Description of the Securities—Termination of the Trust Fund and Disposition of Trust Fund Assets” in the prospectus.

FEDERAL INCOME TAX CONSEQUENCES

One or more elections will be made to treat designated portions of the Trust (exclusive of the Net WAC Rate Carryover Reserve Account, the Swap Account and the Interest Rate Swap Agreement) as a real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes. Upon the issuance of the Class A and Mezzanine Certificates, Thacher Proffitt & Wood LLP, counsel to the Depositor, will deliver its opinion generally to the effect that, assuming compliance with all provisions of the Pooling and Servicing Agreement, for federal income tax purposes, each REMIC elected by the Issuing Entity will qualify as a REMIC under Sections 860A through 860G of the Internal Revenue Code of 1986 (the “Code”).

For federal income tax purposes, (i) the Residual Certificates will consist of components, each of which will represent the sole class of “residual interests” in each REMIC elected by the Trust and (ii) the Class A and Mezzanine Certificates (exclusive of any right of the holder of the Class A and Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Carryover Amount or the obligation to make payments to the Swap Account), the Class CE and Class P Certificates will represent the “regular interests” in, and generally will be treated as debt instruments of, a REMIC. See “Federal Income Tax Consequences—REMICs” in the prospectus.

For federal income tax reporting purposes, the Offered Certificates may be treated as having been issued with original issue discount. The prepayment assumption that will be used in determining the rate of accrual of original issue discount, premium and market discount, if any, for federal income tax purposes will be based on the assumption that subsequent to the date of any determination the Mortgage Loans will prepay at the Prepayment Assumption. No representation is made that the Mortgage Loans will prepay at such rate or at any other rate. See “Federal Income Tax Consequences—REMICs” in the prospectus.

The Internal Revenue Service (the “IRS”) has issued regulations (the “OID Regulations”) under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. See “Federal Income Tax Consequences—REMICs” in the prospectus.

Each holder of a Class A or Mezzanine Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Net WAC Rate Carryover Reserve Account or the Swap Account in respect of the related Net WAC Rate Carryover Amount or the obligation to make payments to the Swap Account. The Net WAC Rate Carryover Reserve Account, the Interest Rate Swap Agreement and the Swap Account are not assets of any REMIC. The REMIC regular interest corresponding to a Class A or Mezzanine Certificate will be entitled to receive interest and principal payments at the times and in the amounts equal to those made on the certificate to which it corresponds, except that (i) the maximum interest rate of that REMIC regular interest will equal the Net WAC Pass-Through Rate computed for this purpose by limiting the Base Calculation Amount (multiplied by 250) of the Interest Rate Swap Agreement to the aggregate principal balance of the Mortgage Loans and (ii) any Swap Termination Payment will be treated as being payable solely from Net Monthly Excess Cashflow. As a result of the foregoing, the amount of distributions on the REMIC regular interest corresponding to a Class A or Mezzanine Certificate may exceed the actual amount of distributions on the Class A or Mezzanine Certificate.

The treatment of amounts received by a holder of a Class A or Mezzanine Certificate under such holder’s right to receive the Net WAC Rate Carryover Amount, will depend on the portion, if any, of such holder’s purchase price allocable thereto. Under the REMIC Regulations, each holder of a Class A or Mezzanine Certificate must allocate its purchase price for the Class A or Mezzanine Certificate among its undivided interest in the regular interest of the related REMIC and its undivided interest in the right to receive payments from the Net WAC Rate Carryover Reserve Account and the Swap Account in respect of the Net WAC Rate Carryover Amount in accordance with the relative fair market values of each property right. The Trustee will, as required, treat payments made to the holders of the Class A and Mezzanine Certificates with respect to the Net WAC Rate Carryover Amount, as includible in income based on the regulations relating to notional principal contracts (the “Notional Principal Contract Regulations”). The OID Regulations provide that the Trust’s allocation of the issue price is binding on all holders unless the holder explicitly discloses on its tax return that its allocation is different from the Trust’s allocation. For tax reporting purposes, the Trustee may, as required, treat the right to receive payments from the Net WAC Rate Carryover Reserve Account and the Swap Account in respect of Net WAC Rate Carryover Amounts with respect to the Class A and Mezzanine Certificates as having more than a de minimis value. Upon request, the Trustee will make available information regarding such amounts as has been provided to it. Under the REMIC Regulations, the Trustee is required to account for the REMIC regular interest and the right to receive payments from the Net WAC Rate Carryover Reserve Account and the Swap Account in respect of the related Net WAC Rate Carryover Amount as discrete property rights. Holders of the Class A and Mezzanine Certificates are advised to consult their own tax advisors regarding the allocation of issue price, timing, character and source of income and deductions resulting from the ownership of such Certificates. Treasury regulations have been promulgated under Section 1275 of the Code generally providing for the integration of a “qualifying debt instrument” with a hedge if the combined cash flows of the components are substantially equivalent to the cash flows on a variable rate debt instrument. However, such regulations specifically disallow integration of debt instruments subject to Section 1272(a)(6) of the Code. Therefore, holders of the Class A and Mezzanine Certificates will be unable to use the integration method provided for under such regulations with respect to those Certificates. If the Trustee’s treatment of payments of the Net WAC Rate Carryover Amount is respected, ownership of the right to the Net WAC Rate Carryover Amount will entitle the owner to amortize the separate price paid for the right to the related Net WAC Rate Carryover Amount under the Notional Principal Contract Regulations.

Any payments made to a beneficial owner of a Class A or Mezzanine Certificate in excess of the amounts payable on the corresponding REMIC regular interest will be treated as having been received as a payment on a notional principal contract. To the extent the sum of such periodic payments for any year exceeds that year’s amortized cost of any Net WAC Rate Carryover Amounts, such excess represents net income for that year. Conversely, to the extent that the amount of that year’s amortized cost exceeds the sum of the periodic payments, such excess will represent a net deduction for that year. In addition, any amounts payable on such REMIC regular interest in excess of the amount of payments on the Class A or Mezzanine Certificate to which it relates will be treated as having been received by the beneficial owners of such Certificates and then paid by such owners to the Swap Account pursuant to the Swap Administration Agreement, and such excess should be treated as a periodic payment on a notional principal contract that is made by the beneficial owner during the applicable taxable year and that is taken into account in determining the beneficial owner’s net income or net deduction with respect to any Net WAC Rate Carryover Amounts for such taxable year. Although not clear, net income or a net deduction with respect to the Net WAC Rate Carryover Amount should be treated as ordinary income or as an ordinary deduction. Holders of the Class A and Mezzanine Certificates are advised to consult their own tax advisors regarding the tax characterization and timing issues relating to a Swap Termination Payment.

Because a beneficial owner of any Net WAC Rate Carryover Amounts will be required to include in income the amount deemed to have been paid by such owner, but may not be able to deduct that amount from income, a beneficial owner of a Class A or Mezzanine Certificate may have income that exceeds cash distributions on the Class A or Mezzanine Certificate, in any period and over the term of the Class A or Mezzanine Certificate. As a result, the Class A or Mezzanine Certificates may not be a suitable investment for any taxpayer whose net deduction with respect to any Net WAC Rate Carryover Amounts would be subject to the limitations described above.

Upon the sale of a Class A or Mezzanine Certificate, the amount of the sale allocated to the selling certificateholder’s right to receive payments from the Net WAC Rate Carryover Reserve Account and the Swap Account in respect of the Net WAC Rate Carryover Amount would be considered a “termination payment” under the Notional Principal Contract Regulations allocable to the related Class A or Mezzanine Certificate, as the case may be. A holder of a Class A or Mezzanine Certificate will have gain or loss from such a termination of the right to receive payments from the Net WAC Rate Carryover Reserve Account and the Swap Account in respect of the Net WAC Rate Carryover Amount equal to (i) any termination payment it received or is deemed to have received minus (ii) the unamortized portion of any amount paid (or deemed paid) by the certificateholder upon entering into or acquiring its interest in the right to receive payments from the Net WAC Rate Carryover Reserve Account and the Swap Account in respect of the Net WAC Rate Carryover Amount.

Gain or loss realized upon the termination of the right to receive payments from the Net WAC Rate Carryover Reserve Account and the Swap Account in respect of the Net WAC Rate Carryover Amount will generally be treated as capital gain or loss. Moreover, in the case of a bank or thrift institution, Code Section 582(c) would likely not apply to treat such gain or loss as ordinary.

It is possible that the right to receive payments in respect of the Net WAC Rate Carryover Amounts could be treated as a partnership among the holders of all of the Certificates, in which case holders of such Certificates potentially would be subject to different timing of income and foreign holders of such Certificates could be subject to withholding in respect of any related Net WAC Rate Carryover Amount. Holders of the Class A and Mezzanine Certificates are advised to consult their own tax advisors regarding the allocation of issue price, timing, character and source of income and deductions resulting from the ownership of their Certificates.

The REMIC regular interest component of each Class A and Mezzanine Certificate will be treated as assets described in Section 7701(a)(19)(C) of the Code, and as “real estate assets” under Section 856(c)(5)(B) of the Code, generally, in the same proportion that the assets of the Trust, exclusive of the assets not included in any REMIC, would be so treated. In addition, the interest derived from the REMIC regular interest component of each Class A and Mezzanine Certificate will be interest on obligations secured by interests in real property for purposes of section 856(c)(3) of the Code, subject to the same limitation in the preceding sentence. The Notional Principal Contract component of each Class A and Mezzanine Certificate will not qualify, however, as an asset described in Section 7701(a)(19)(C) of the Code, as a real estate asset under Section 856(c)(5)(B) of the Code or as a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code. As a result, the Class A and Mezzanine Certificates generally may not be a suitable investment for a real estate investment trust or an entity intending to qualify under Section 7701(a)(19)(C) of the Code.

Because the Net WAC Rate Carryover Amount is treated as separate rights of the Class A and Mezzanine Certificates not payable by any REMIC elected by the Trust, such rights will not be treated as qualifying assets for any certificateholder that is a mutual savings bank, domestic building and loan association, real estate investment trust, or REMIC. In addition, any amounts received from the Net WAC Rate Carryover Reserve Account and the Swap Account will not be qualifying real estate income for real estate investment trusts or qualifying income for REMICs.

It is not anticipated that any REMIC elected by the Issuing Entity will engage in any transactions that would subject it to the prohibited transactions tax as defined in Section 860F(a)(2) of the Code, the contributions tax as defined in Section 860G(d) of the Code or the tax on net income from foreclosure property as defined in Section 860G(c) of the Code. However, in the event that any such tax is imposed on any REMIC elected by the Trust, such tax will be borne (i) by the Trustee, if the Trustee has breached its obligations with respect to REMIC compliance under the Pooling and Servicing Agreement, (ii) by the Master Servicer, if the Master Servicer has breached its obligations with respect to REMIC compliance under the Pooling and Servicing Agreement and (iii) otherwise by the Trust, with a resulting reduction in amounts otherwise distributable to holders of the Class A and Mezzanine Certificates. See “Description of the Securities” and “Federal Income Tax Consequences REMICs” in the prospectus. The responsibility for filing annual federal information returns and other reports will be borne by the Trustee. See “Federal Income Tax Consequences—REMICs” in the prospectus.

For further information regarding the federal income tax consequences of investing in the Class A and Mezzanine Certificates, see “Federal Income Tax Consequences—REMICs” in the prospectus.

METHOD OF DISTRIBUTION

Subject to the terms and conditions set forth in the Underwriting Agreement, dated the date of this prospectus supplement (the “Underwriting Agreement”), the Depositor has agreed to sell, and each of the Underwriters severally has agreed to purchase the portion of the Offered Certificates set forth opposite their respective names. Each Underwriter is obligated to purchase all of its allocated portion of the Offered Certificates, if it purchases any.

Underwriters	Original Certificate Principal Balance of the Class A-1 Certificates ($)		Original Certificate Principal Balance of the Class A-2A Certificates ($)		Original Certificate Principal Balance of the Class A-2B Certificates ($)		Original Certificate Principal Balance of the Class A-2C Certificates ($)		Original Certificate Principal Balance of the Class A-2D Certificates ($)		Original Certificate Principal Balance of the Class M-1 Certificates ($)		Original Certificate Principal Balance of the Class M-2 Certificates ($)
J.P. Morgan Securities Inc.		256,775,850		111,843,000		53,028,900		54,102,600		38,435,400		22,063,950		19,505,700
Banc of America Securities LLC		256,775,850		111,843,000		53,028,900		54,102,600		38,435,400		22,063,950		19,505,700
Merrill Lynch, Pierce, Fenner & Smith Incorporated		57,061,300		24,854,000		11,784,200		12,022,800		8,541,200		4,903,100		4,334,600

Underwriters	Original Certificate Principal Balance of the Class M-3 Certificates ($)		Original Certificate Principal Balance of the Class M-4 Certificates ($)		Original Certificate Principal Balance of the Class M-5 Certificates ($)		Original Certificate Principal Balance of the Class M-6 Certificates ($)		Original Certificate Principal Balance of the Class M-7 Certificates ($)		Original Certificate Principal Balance of the Class M-8 Certificates ($)		Original Certificate Principal Balance of the Class M-9 Certificates ($)		Original Certificate Principal Balance of the Class M-10 Certificates ($)
J.P. Morgan Securities Inc.		12,470,850		10,872,000		10,552,500		8,953,650		8,633,700		7,674,300		4,796,550		6,395,400
Banc of America Securities LLC		12,470,850		10,872,000		10,552,500		8,953,650		8,633,700		7,674,300		4,796,550		6,395,400
Merrill Lynch, Pierce, Fenner & Smith Incorporated		2,771,300		2,416,000		2,345,000		1,989,700		1,918,600		1,705,400		1,065,900		1,421,200

The Depositor has been advised by the Underwriters that they propose initially to offer the Offered Certificates of each class to the public at the offering price set forth on the cover page and to certain dealers at such price less a selling concession, not in excess of the percentage set forth in the table below of the Certificate Principal Balance of the related class of Offered Certificates. The Underwriters may allow and such dealers may reallow a reallowance discount, not in excess of the percentage set forth in the table below of the Certificate Principal Balance of the related class of Offered Certificates, to certain other dealers. After the initial public offering, the public offering prices, such concessions and such discounts may be changed.

Class of Certificates	Selling Concession	Reallowance Discount
Class A-1	0.0720%	0.0360%
Class A-2A	0.0900%	0.0450%
Class A-2B	0.0900%	0.0450%
Class A-2C	0.0900%	0.0450%
Class A-2D	0.0900%	0.0450%
Class M-1	0.0900%	0.0450%
Class M-2	0.0900%	0.0450%
Class M-3	0.0900%	0.0450%
Class M-4	0.0900%	0.0450%
Class M-5	0.0900%	0.0450%
Class M-6	0.0900%	0.0450%
Class M-7	0.0900%	0.0450%
Class M-8	0.0900%	0.0450%
Class M-9	0.0900%	0.0450%
Class M-10	0.0900%	0.0450%

Until the distribution of the Offered Certificates is completed, rules of the SEC may limit the ability of the Underwriters and certain selling group members to bid for and purchase the Offered Certificates. As an exception to these rules, the Underwriters are permitted to engage in certain transactions that stabilize the price of the Offered Certificates. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Offered Certificates.

In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases.

Neither the Depositor nor any of the Underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of the Offered Certificates. In addition, neither the Depositor nor any of the Underwriters makes any representation that the Underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.

The Offered Certificates are offered subject to receipt and acceptance by the Underwriters, to prior sale and to each Underwriter’s right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. It is expected that delivery of the Offered Certificates will be made through the facilities of DTC, Clearstream and the Euroclear System on or about the Closing Date. The Offered Certificates will be offered in Europe and the United States of America.

The Underwriting Agreement provides that the Depositor and the Seller will indemnify each Underwriter against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or will contribute to payments an Underwriter may be required to make in respect thereof.

SECONDARY MARKET

There is currently no secondary market for the Class A and Mezzanine Certificates and there can be no assurance that a secondary market for the Class A and Mezzanine Certificates will develop or, if it does develop, that it will continue. Each Underwriter intends to establish a market in the classes of Offered Certificates purchased by it, but no Underwriter has any obligation to do so. The primary source of information available to investors concerning the Class A and Mezzanine Certificates will be the monthly reports made available via the Trustee’s internet website, which will include information as to the outstanding Certificate Principal Balance of the Class A and Mezzanine Certificates. There can be no assurance that any additional information regarding the Class A and Mezzanine Certificates will be available through any other source. In addition, the Depositor is not aware of any source through which price information about the Class A and Mezzanine Certificates will be generally available on an ongoing basis. The limited nature of such information regarding the Class A and Mezzanine Certificates may adversely affect the liquidity of the Class A and Mezzanine Certificates, even if a secondary market for the Offered Certificates becomes available.

LEGAL OPINIONS

Certain legal matters relating to the Class A and Mezzanine Certificates will be passed upon for the Depositor by Thacher Proffitt & Wood llp, New York, New York and for the Underwriters by McKee Nelson LLP.

RATINGS

It is a condition to the issuance of the Certificates that the Offered Certificates receive the following ratings from Fitch Ratings (“Fitch”), Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc. (“S&P”; and together with Fitch and Moody’s, the “Rating Agencies”):

Offered Certificates	Fitch	Moody’s	S&P
A-1	AAA	Aaa	AAA
A-2A	AAA	Aaa	AAA
A-2B	AAA	Aaa	AAA
A-2C	AAA	Aaa	AAA
A-2D	AAA	Aaa	AAA
M-1	AA+	Aa1	AA+
M-2	AA	Aa2	AA
M-3	AA	Aa3	AA-
M-4	AA-	A1	AA-
M-5	A+	A2	A+
M-6	A	A3	A
M-7	BBB+	Baa1	A-
M-8	BBB	Baa2	BBB+
M-9	BBB	Baa3	BBB
M-10	BBB-	Ba1	BBB-

The ratings of the Rating Agencies assigned to asset-backed pass-through certificates address the likelihood of the receipt by certificateholders of all distributions to which such certificateholders are entitled. The rating process addresses structural and legal aspects associated with the Certificates, including the nature of the underlying Mortgage Loans. The ratings on the Offered Certificates do not, however, constitute statements regarding the likelihood or frequency of prepayments on the Mortgage Loans, the distribution of the Net WAC Rate Carryover Amount or the possibility that a holder of an Offered Certificate might realize a lower than anticipated yield. The ratings do not address the possibility that certificateholders might suffer a lower than anticipated yield due to non-credit events.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each security rating should be evaluated independently of any other security rating. In the event that the ratings initially assigned to the Offered Certificates are subsequently lowered for any reason, no person or entity is obligated to provide any additional credit support or credit enhancement with respect to the Offered Certificates.

The Depositor has not requested that any rating agency rate the Offered Certificates other than as stated above. However, there can be no assurance as to whether any other rating agency will rate the Offered Certificates, or, if it does, what rating would be assigned by any such other rating agency. A rating on the Offered Certificates by another rating agency, if assigned at all, may be lower than the ratings assigned to the Offered Certificates as stated above.

LEGAL INVESTMENT

The Class A and Mezzanine Certificates will not constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984 (“SMMEA”).

The Depositor makes no representations as to the proper characterization of any class of Class A and Mezzanine Certificates for legal investment or other purposes, or as to the ability of particular investors to purchase any class of Class A and Mezzanine Certificates under applicable legal investment restrictions. These uncertainties may adversely affect the liquidity of any class of Class A and Mezzanine Certificates. Accordingly, all institutions whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their legal advisors in determining whether and to what extent any class of Class A and Mezzanine Certificates constitutes a legal investment or is subject to investment, capital or other restrictions. See “Legal Investment” in the prospectus.

ERISA CONSIDERATIONS

A fiduciary of any ERISA plan, IRA, Keogh plan or government plan, collectively referred to here as “benefit plans,” or any insurance company, whether through its general or separate accounts, or any other person investing benefit plan assets of any benefit plan, should carefully review with its legal advisors whether the purchase or holding of offered certificates could give rise to a transaction prohibited or not otherwise permissible under ERISA or Section 4975 of the Code. Each certificate owner of a Class A or Mezzanine Certificate or any interest therein will (i) be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that it is not a plan investor or (ii) provide the Trustee with an Opinion of Counsel on which the Depositor, the Trustee and the Master Servicer may rely, that the purchase of a Class A or Mezzanine Certificate (a) is permissible under applicable law, (b) will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and (c) will not subject the Depositor, the Trustee or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement, which Opinion of Counsel will not be an expense of the Depositor, the Trustee or the Master Servicer.

If any Offered Certificate or any interest therein is acquired or held in violation of the conditions described in the preceding paragraph, the next preceding permitted certificate owner will be treated as the certificate owner of that Class A or Mezzanine Certificate, retroactive to the date of transfer to the purported certificate owner. Any purported certificate owner whose acquisition or holding of any such certificate or interest therein was effected in violation of the conditions described in the preceding paragraph will indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any subservicer, and the Trust from and against any and all liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding.

Any benefit plan fiduciary that proposes to cause a benefit plan to purchase a Certificate should consult with its counsel with respect to the potential applicability to such investment of the fiduciary responsibility and prohibited transaction provisions of ERISA and the Code to the proposed investment. For further information regarding the ERISA considerations of investing in the Certificates, see “Considerations for Benefit Plan Investors” in the prospectus.

ANNEX I

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

Except in certain limited circumstances, the Offered Certificates will be available only in book-entry form. Investors in the Offered Certificates may hold such Offered Certificates through any of DTC, Clearstream or Euroclear. The Offered Certificates will be traceable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors through Clearstream and Euroclear will be conducted in the ordinary way in accordance with the normal rules and operating procedures of Clearstream and Euroclear and in accordance with conventional eurobond practice (i.e., seven calendar day settlement).

Secondary market trading between investors through DTC will be conducted according to DTC’s rules and procedures applicable to U.S. corporate debt obligations.

Secondary cross-market trading between Clearstream or Euroclear and DTC Participants holding Certificates will be effected on a delivery-against-payment basis through the respective Depositories of Clearstream and Euroclear (in such capacity) and as DTC Participants.

Non-U.S. holders (as described below) of Offered Certificates will be subject to U.S. withholding taxes unless such holders meet certain requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants.

Initial Settlement

All Offered Certificates will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the Offered Certificates will be represented through financial institutions acting on their behalf as direct and indirect Participants in DTC. As a result, Clearstream and Euroclear will hold positions on behalf of their participants through their Relevant Depositary which in turn will hold such positions in their accounts as DTC Participants.

Investors electing to hold their Offered Certificates through DTC will follow DTC settlement practices. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their Offered Certificates through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global security and no “lock-up” or restricted period. Offered Certificates will be credited to the securities custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between DTC Participants. Secondary market trading between DTC Participants will be settled using the procedures applicable to prior mortgage loan asset-backed certificates issues in same-day funds.

Trading between Clearstream and/or Euroclear Participants. Secondary market trading between Clearstream Participants or Euroclear Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading between DTC Seller and Clearstream or Euroclear Participants. When Offered Certificates are to be transferred from the account of a DTC Participant to the account of a Clearstream Participant or a Euroclear Participant, the purchaser will send instructions to Clearstream or Euroclear through a Clearstream Participant or Euroclear Participant at least one business day prior to settlement. Clearstream or Euroclear will instruct the Relevant Depositary, as the case may be, to receive the Offered Certificates against payment. Payment will include interest accrued on the Offered Certificates from and including the last coupon payment date to and excluding the settlement date, on the basis of either the actual number of days in such accrual period, and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. Payment will then be made by the Relevant Depositary to the DTC Participant’s account against delivery of the Offered Certificates. After settlement has been completed, the Offered Certificates will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream Participant’s or Euroclear Participant’s account. The securities credit will appear the next day (European time) and the cash debt will be back-valued to, and the interest on the Offered Certificates will accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the Clearstream or Euroclear cash debt will be valued instead as of the actual settlement date.

Clearstream Participants and Euroclear Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the Offered Certificates are credited to their account one day later. As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream Participants or Euroclear Participants can elect not to preposition funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream Participants or Euroclear Participants purchasing Offered Certificates would incur overdraft charges for one day, assuming they cleared the overdraft when the Offered Certificates were credited to their accounts. However, interest on the Offered Certificates would accrue from the value date. Therefore, in many cases the investment income on the Offered Certificates earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although the result will depend on each Clearstream Participant’s or Euroclear Participant’s particular cost of funds. Since the settlement is taking place during New York business hours, DTC Participants can employ their usual procedures for crediting Offered Certificates to the respective European Depositary for the benefit of Clearstream Participants or Euroclear Participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC Participants a cross-market transaction will settle no differently than a trade between two DTC Participants.

Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due to time zone differences in their favor, Clearstream Participants and Euroclear Participants may employ their customary procedures for transactions in which Offered Certificates are to be transferred by the respective clearing system, through the respective Depositary, to a DTC Participant. The seller will send instructions to Clearstream or Euroclear through a Clearstream Participant or Euroclear Participant at least one business day prior to settlement. In these cases Clearstream or Euroclear will instruct the respective Depositary, as appropriate, to credit the Offered Certificates to the DTC Participant’s account against payment. Payment will include interest accrued on the Offered Certificates from and including the last coupon payment to and excluding the settlement date on the basis of the actual number of days in such accrual period and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. The payment will then be reflected in the account of Clearstream Participant or Euroclear Participant the following day, and receipt of the cash proceeds in the Clearstream Participant’s or Euroclear Participant’s account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York). Should the Clearstream Participant or Euroclear Participant have a line of credit with its respective clearing system and elect to be in debt in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream Participant’s or Euroclear Participant’s account would instead be valued as of the actual settlement date.

Finally, day traders that use Clearstream or Euroclear and that purchase Offered Certificates from DTC Participants for delivery to Clearstream Participants or Euroclear Participants should note that these trades would automatically fail on the sale side unless affirmative action is taken. At least three techniques should be readily available to eliminate this potential problem:

(a)borrowing through Clearstream or Euroclear for one day (until the purchase side of the trade is reflected in their Clearstream or Euroclear accounts) in accordance with the clearing system’s customary procedures;

(b)borrowing the Offered Certificates in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Offered Certificates sufficient time to be reflected in their Clearstream or Euroclear account in order to settle the sale side of the trade; or

(c)staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Clearstream Participant or Euroclear Participant.

Certain U.S. Federal Income Tax Documentation Requirements

A beneficial owner of Offered Certificates holding securities through Clearstream or Euroclear (or through DTC if the holder has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. Persons, unless (i) each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and (ii) such beneficial owner takes one of the following steps to obtain an exemption or reduced tax rate:

Exemption for non-U.S. Persons (Form W-8BEN). Beneficial owners of Global Securities that are non-U.S. Persons can obtain a complete exemption from the withholding tax by filing a signed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding). If the information shown on Form W-8BEN changes, a new Form W-8BEN must be filed within 30 days of such change.

Exemption for non-U.S. Persons with effectively connected income (Form W-8ECI). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S. branch, for which the interest income is effectively connected with its conduct of a trade or business in the United States, can obtain an exemption from the withholding tax by filing Form W-8ECI (Certificate of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with the Conduct of a Trade or Business in the United States).

Exemption or reduced rate for non-U.S. Persons resident in treaty countries (Form W-8BEN). Non-U.S. Persons that are Certificate Owners residing in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate (depending on the treaty terms) by filing Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding). Form W-8BEN may be filed by the Certificate Owners or his agent.

Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete exemption from the withholding tax by filing Form W-9 (Payer’s Request for Taxpayer Identification Number and Certification).

U.S. Federal Income Tax Reporting Procedure.

The Certificate Owner of a Global Security or, in the case of a Form W-8BEN or a Form W-8ECI filer, his agent, files by submitting the appropriate form to the person through whom it holds (the clearing agency, in the case of persons holding directly on the books of the clearing agency). Form W-8BEN and Form W-8ECI are effective until the third succeeding calendar year from the date such form is signed.

The term “U.S. Person” means (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership for United States federal income tax purposes organized in or under the laws of the United States or any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations provide otherwise) or (iii) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the Trust and one or more United States persons have authority to control all substantial decisions of the Trust. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons will also be a U.S. Person. This summary does not deal with all aspects of U.S. Federal income tax withholding that may be relevant to foreign holders of the Offered Certificates. Investors are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of the Offered Certificates.

ANNEX II

ARSI 2006-W4

Assumed Mortgage Loan Characteristics

Group	Cut-Off Date Balance		Gross Coupon (%)		Original Term to Maturity (mos)		Remaining Term to Maturity (mos)		Original IO period (mos)		Original Amortization Term (mos)		Mos to Next Rate Reset		Rate Reset Frequency (mos)		Maximum Mortgage Rate (%)		Initial Periodic Cap (%)		Periodic Cap (%)		Minimum Mortgage Rate (%)		Gross Margin (%)
1	$	96,281.76		6.500		180		179		0		180		23		6		12.500		2.000		1.000		6.500		6.000
1	$	109,656.34		10.050		240		239		0		240		23		6		16.050		2.000		1.000		10.050		6.000
1	$	88,260,869.21		9.157		360		359		0		360		23		6		15.157		2.000		1.000		9.157		6.000
1	$	211,339.86		7.400		360		359		0		360		23		6		13.400		2.000		1.000		7.400		6.000
1	$	180,504.39		9.150		360		359		0		360		23		6		15.150		2.000		1.000		9.150		6.000
1	$	109,800.00		8.990		360		360		0		360		24		6		14.990		2.000		1.000		8.990		6.000
1	$	100,245.78		9.050		360		359		0		360		23		6		15.050		2.000		1.000		9.050		6.000
1	$	67,429.44		11.150		360		357		0		360		21		6		17.150		2.000		1.000		11.150		6.000
1	$	150,029.22		9.700		360		359		0		360		23		6		15.700		2.000		1.000		9.700		6.000
1	$	319,284.66		9.293		360		359		0		360		23		6		15.293		2.000		1.000		9.293		6.000
1	$	408,043.62		9.599		360		360		0		360		24		6		15.599		2.000		1.000		9.599		6.000
1	$	10,227,763.85		9.123		360		359		0		360		23		6		15.123		2.000		1.000		9.123		6.019
1	$	892,051.76		9.158		360		359		0		360		23		6		15.158		2.000		1.000		9.158		6.000
1	$	7,212,022.09		9.301		360		359		0		360		23		6		15.301		2.000		1.000		9.301		6.000
1	$	101,305.63		6.350		360		359		0		360		23		6		12.350		2.000		1.000		6.350		6.000
1	$	779,414.27		8.946		360		359		0		360		23		6		14.946		2.000		1.000		8.946		6.000
1	$	1,232,272.23		9.361		360		359		0		360		23		6		15.361		2.000		1.000		9.361		6.000
1	$	15,180,074.69		9.208		360		359		0		360		23		6		15.208		2.000		1.000		9.208		6.000
1	$	2,163,164.24		8.999		360		359		0		360		23		6		14.999		2.000		1.000		8.999		6.000
1	$	10,322,819.49		9.438		360		359		0		360		23		6		15.438		2.000		1.000		9.438		6.000
1	$	7,261,768.83		8.897		360		359		0		360		23		6		14.897		2.000		1.000		8.897		6.016
1	$	6,045,205.67		8.817		360		359		0		360		23		6		14.817		2.000		1.000		8.817		6.000
1	$	151,934,327.65		8.659		360		359		0		360		23		6		14.659		2.000		1.000		8.659		6.001
1	$	104,000.00		6.950		360		360		0		360		24		6		12.950		2.000		1.000		6.950		6.000
1	$	11,205,694.29		8.416		360		359		0		480		23		6		14.416		2.000		1.000		8.416		6.000
1	$	3,213,621.81		8.371		360		359		0		480		23		6		14.371		2.000		1.000		8.371		6.000
1	$	1,265,213.63		8.623		360		360		0		480		24		6		14.623		2.000		1.000		8.623		6.000
1	$	207,711.58		9.500		360		357		0		480		21		6		15.500		2.000		1.000		9.500		6.000
1	$	1,269,510.47		8.710		360		359		0		480		23		6		14.710		2.000		1.000		8.710		6.000
1	$	132,985.00		11.100		360		359		0		480		23		6		17.100		2.000		1.000		11.100		6.000
1	$	586,897.64		9.149		360		359		0		480		23		6		15.149		2.000		1.000		9.149		6.000
1	$	554,264.76		8.565		360		359		0		480		23		6		14.565		2.000		1.000		8.565		6.000
1	$	112,077.43		9.200		360		359		0		480		23		6		15.200		2.000		1.000		9.200		6.000
1	$	39,355,735.90		8.044		360		359		0		480		23		6		14.044		2.000		1.000		8.044		6.000
1	$	5,268,360.00		8.379		360		359		60		300		23		6		14.379		2.000		1.000		8.379		6.000
1	$	1,048,850.00		7.773		360		359		60		300		23		6		13.773		2.000		1.000		7.773		6.000
1	$	242,250.00		9.750		360		360		60		300		24		6		15.750		2.000		1.000		9.750		6.000
1	$	146,500.00		8.250		360		359		60		300		23		6		14.250		2.000		1.000		8.250		6.000
1	$	18,989,729.84		7.412		360		359		60		300		23		6		13.412		2.000		1.000		7.412		6.000
1	$	87,300.00		6.700		360		354		24		336		18		6		12.700		2.000		1.000		6.700		6.000
1	$	74,768.48		7.250		180		179		0		180		35		6		13.250		2.000		1.000		7.250		6.000
1	$	550,477.62		7.295		240		239		0		240		35		6		13.295		2.000		1.000		7.295		6.000
1	$	115,194,978.94		8.544		360		359		0		360		35		6		14.544		2.000		1.000		8.544		5.996
1	$	1,046,820.10		8.525		360		359		0		360		35		6		14.525		2.000		1.000		8.525		6.000
1	$	344,000.00		9.500		360		360		0		360		36		6		15.500		2.000		1.000		9.500		6.000
1	$	140,784.29		9.750		360		359		0		360		35		6		15.750		2.000		1.000		9.750		6.000
1	$	157,520.00		8.700		360		360		0		360		36		6		14.700		2.000		1.000		8.700		6.000
1	$	1,142,011.31		9.126		360		359		0		360		35		6		15.126		2.000		1.000		9.126		6.000
1	$	229,285.59		9.296		360		357		0		360		33		6		15.296		2.000		1.000		9.296		6.000
1	$	143,392.43		7.450		360		359		0		360		35		6		13.450		2.000		1.000		7.450		6.000
1	$	1,132,527.01		9.869		360		359		0		360		35		6		15.869		2.000		1.000		9.869		6.000
1	$	1,132,778.39		9.000		360		360		0		360		36		6		15.000		2.000		1.000		9.000		6.000
1	$	71,100.00		10.150		360		360		0		360		36		6		16.150		2.000		1.000		10.150		6.000
1	$	3,919,854.90		9.151		360		359		0		360		35		6		15.151		2.000		1.000		9.151		6.000
1	$	807,959.72		8.661		360		359		0		360		35		6		14.661		2.000		1.000		8.661		6.000
1	$	1,095,710.31		9.168		360		359		0		360		35		6		15.168		2.000		1.000		9.168		6.000
1	$	4,572,036.88		9.014		360		358		0		360		34		6		15.014		2.000		1.000		9.014		6.000
1	$	1,528,850.91		8.587		360		359		0		360		35		6		14.587		2.000		1.000		8.587		6.000
1	$	20,988,826.26		8.304		360		359		0		360		35		6		14.304		2.000		1.000		8.304		6.000
1	$	23,008,531.47		8.346		360		359		0		480		35		6		14.346		2.000		1.000		8.346		5.971
1	$	526,841.14		7.855		360		359		0		480		35		6		13.855		2.000		1.000		7.855		6.000
1	$	102,964.95		7.400		360		359		0		480		35		6		13.400		2.000		1.000		7.400		6.000
1	$	87,384.63		9.650		360		359		0		480		35		6		15.650		2.000		1.000		9.650		6.000
1	$	116,945.00		10.000		360		360		0		480		36		6		16.000		2.000		1.000		10.000		6.000
1	$	134,933.88		8.550		360		358		0		480		34		6		14.550		2.000		1.000		8.550		6.000
1	$	147,000.00		7.850		360		360		0		480		36		6		13.850		2.000		1.000		7.850		6.000
1	$	5,370,844.96		7.623		360		359		0		480		35		6		13.623		2.000		1.000		7.623		6.000
1	$	287,850.00		7.990		240		239		60		180		35		6		13.990		2.000		1.000		7.990		6.000
1	$	6,605,093.84		7.639		360		360		60		300		36		6		13.639		2.000		1.000		7.639		6.000
1	$	266,000.00		6.950		360		360		60		300		36		6		12.950		2.000		1.000		6.950		6.000
1	$	3,395,699.00		7.042		360		360		60		300		36		6		13.042		2.000		1.000		7.042		6.000
1	$	900,335.55		8.221		180		179		0		180		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	100,000.00		7.700		180		180		0		180		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	73,630.75		10.550		180		179		0		180		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	64,795.82		7.050		180		179		0		180		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	129,598.69		7.250		180		179		0		180		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	676,768.95		8.078		180		179		0		180		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	908,794.65		7.468		240		239		0		240		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	138,486.86		7.100		240		239		0		240		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	80,606.83		7.650		240		239		0		240		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	804,851.11		8.191		240		239		0		240		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	46,782,000.26		8.243		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	539,339.96		7.304		360		360		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	4,236,545.31		7.815		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	109,931.28		8.350		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	1,095,661.80		8.966		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	61,619.03		9.400		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	1,516,966.59		8.435		360		360		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	388,549.18		8.778		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	748,867.58		9.188		360		360		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	290,494.82		7.750		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	1,647,501.20		8.076		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	1,236,387.23		8.799		360		360		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	1,744,779.23		8.447		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	174,881.38		7.950		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	2,543,468.60		8.556		360		358		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	3,376,469.11		7.371		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	35,798,840.01		7.826		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	6,197,572.05		8.096		360		359		0		480		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	553,340.53		8.057		360		359		0		480		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	1,172,231.02		7.342		360		359		0		480		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	310,000.00		7.450		360		360		0		480		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	150,000.00		7.250		360		360		0		480		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	506,908.27		8.230		360		359		0		480		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	6,270,113.34		7.646		360		360		0		480		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	149,500.00		7.600		240		239		60		180		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	1,610,250.00		7.660		360		359		60		300		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	886,300.00		7.305		360		358		60		300		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	133,600.00		8.580		360		359		60		300		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	130,500.00		8.875		360		359		60		300		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	127,500.00		6.900		360		359		60		300		N/A		N/A		N/A		N/A		N/A		N/A		N/A
1	$	3,869,644.13		7.144		360		359		60		300		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	77,775,296.09		8.942		360		359		0		360		23		6		14.942		2.000		1.000		8.942		6.000
2	$	499,671.30		9.987		360		360		0		360		24		6		15.987		2.000		1.000		9.987		6.000
2	$	1,016,912.43		9.414		360		360		0		360		24		6		15.414		2.000		1.000		9.414		6.000
2	$	18,214,090.99		8.505		360		359		0		360		23		6		14.505		2.000		1.000		8.505		6.000
2	$	119,149.74		8.300		360		359		0		360		23		6		14.300		2.000		1.000		8.300		6.000
2	$	1,659,485.18		8.248		360		360		0		360		24		6		14.248		2.000		1.000		8.248		6.000
2	$	437,175.60		9.300		360		359		0		360		23		6		15.300		2.000		1.000		9.300		6.000
2	$	163,323.65		10.400		360		359		0		360		23		6		16.400		2.000		1.000		10.400		6.000
2	$	188,839.64		10.800		360		359		0		360		23		6		16.800		2.000		1.000		10.800		6.000
2	$	4,624,265.08		9.017		360		359		0		360		23		6		15.017		2.000		1.000		9.017		6.000
2	$	3,017,306.99		8.589		360		358		0		360		22		6		14.589		2.000		1.000		8.589		6.000
2	$	3,413,051.61		9.287		360		359		0		360		23		6		15.287		2.000		1.000		9.287		6.000
2	$	3,320,297.92		9.012		360		358		0		360		22		6		15.012		2.000		1.000		9.012		6.000
2	$	1,128,921.13		8.949		360		359		0		360		23		6		14.949		2.000		1.000		8.949		6.000
2	$	146,024,998.59		8.198		360		359		0		360		23		6		14.198		2.000		1.000		8.198		6.000
2	$	30,123,739.87		8.779		360		359		0		480		23		6		14.779		2.000		1.000		8.779		6.000
2	$	135,170.24		8.900		360		359		0		480		23		6		14.900		2.000		1.000		8.900		6.000
2	$	13,162,865.41		8.379		360		359		0		480		23		6		14.379		2.000		1.000		8.379		6.000
2	$	379,954.42		10.900		360		359		0		480		23		6		16.900		2.000		1.000		10.900		6.000
2	$	329,238.97		9.461		360		360		0		480		24		6		15.461		2.000		1.000		9.461		6.000
2	$	134,974.79		9.450		360		359		0		480		23		6		15.450		2.000		1.000		9.450		6.000
2	$	185,000.00		10.900		360		360		0		480		24		6		16.900		2.000		1.000		10.900		6.000
2	$	90,683,007.39		7.939		360		359		0		480		23		6		13.939		2.000		1.000		7.939		6.000
2	$	23,051,145.00		8.524		360		359		60		300		23		6		14.524		2.000		1.000		8.524		6.000
2	$	16,028,555.00		7.863		360		359		60		300		23		6		13.863		2.000		1.000		7.863		6.000
2	$	632,000.00		7.008		360		359		60		300		23		6		13.008		2.000		1.000		7.008		6.000
2	$	104,000.00		8.250		360		359		60		300		23		6		14.250		2.000		1.000		8.250		6.000
2	$	176,800.00		9.500		360		359		60		300		23		6		15.500		2.000		1.000		9.500		6.000
2	$	207,575.00		10.850		360		359		60		300		23		6		16.850		2.000		1.000		10.850		6.000
2	$	87,251,711.00		7.571		360		359		60		300		23		6		13.571		2.000		1.000		7.571		6.000
2	$	521,910.00		6.300		360		352		24		336		16		6		12.300		2.000		1.000		6.300		6.000
2	$	139,500.00		7.990		240		240		0		240		36		6		13.990		2.000		1.000		7.990		6.000
2	$	52,626,097.50		8.413		360		359		0		360		35		6		14.413		2.000		1.000		8.413		5.974
2	$	450,519.98		9.429		360		359		0		360		35		6		15.429		2.000		1.000		9.429		6.000
2	$	1,071,084.02		8.407		360		359		0		360		35		6		14.407		2.000		1.000		8.407		6.000
2	$	646,010.41		7.192		360		359		0		360		35		6		13.192		2.000		1.000		7.192		6.000
2	$	654,634.97		8.261		360		357		0		360		33		6		14.261		2.000		1.000		8.261		6.000
2	$	544,192.71		8.103		360		359		0		360		35		6		14.103		2.000		1.000		8.103		6.000
2	$	437,213.83		9.646		360		359		0		360		35		6		15.646		2.000		1.000		9.646		6.000
2	$	262,603.32		9.330		360		358		0		360		34		6		15.330		2.000		1.000		9.330		6.000
2	$	613,579.99		9.283		360		356		0		360		32		6		15.283		2.000		1.000		9.283		6.000
2	$	178,715.27		9.678		360		359		0		360		35		6		15.678		2.000		1.000		9.678		6.000
2	$	13,317,178.11		8.187		360		359		0		360		35		6		14.187		2.000		1.000		8.187		6.000
2	$	21,560,420.81		8.236		360		359		0		480		35		6		14.236		2.000		1.000		8.236		6.000
2	$	211,200.00		8.600		360		360		0		480		36		6		14.600		2.000		1.000		8.600		6.000
2	$	175,916.65		9.400		360		359		0		480		35		6		15.400		2.000		1.000		9.400		6.000
2	$	156,000.00		7.350		360		360		0		480		36		6		13.350		2.000		1.000		7.350		6.000
2	$	95,978.55		8.850		360		359		0		480		35		6		14.850		2.000		1.000		8.850		6.000
2	$	160,075.00		10.700		360		360		0		480		36		6		16.700		2.000		1.000		10.700		6.000
2	$	449,178.91		9.201		360		359		0		480		35		6		15.201		2.000		1.000		9.201		6.000
2	$	10,497,054.38		7.545		360		359		0		480		35		6		13.545		2.000		1.000		7.545		6.000
2	$	12,926,847.00		7.732		360		359		60		300		35		6		13.732		2.000		1.000		7.732		6.000
2	$	60,000.00		7.950		360		360		60		300		36		6		13.950		2.000		1.000		7.950		6.000
2	$	127,300.00		8.050		360		360		60		300		36		6		14.050		2.000		1.000		8.050		6.000
2	$	5,756,751.00		7.349		360		359		60		300		35		6		13.349		2.000		1.000		7.349		6.000
2	$	81,000.00		6.850		180		180		0		180		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	153,864.24		7.927		180		178		0		180		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	76,000.00		9.700		180		180		0		180		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	111,761.66		11.687		180		176		0		180		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	60,300.00		7.850		240		240		0		240		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	177,577.87		12.094		240		236		0		240		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	11,085,488.49		8.228		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	204,669.40		8.250		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	4,103,849.38		7.666		360		360		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	140,758.70		9.124		360		360		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	1,002,521.70		8.025		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	99,000.00		8.700		360		360		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	422,075.34		8.791		360		357		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	795,015.70		8.901		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	147,184.85		10.000		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	1,212,116.97		8.654		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	849,127.67		8.218		360		360		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	13,525,428.11		8.078		360		359		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	17,767,062.93		11.672		360		356		0		360		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	1,198,315.59		9.037		360		360		0		480		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	836,000.00		7.054		360		360		0		480		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	517,849.02		6.900		360		359		0		480		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	3,929,204.85		7.561		360		359		0		480		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	71,400.00		7.500		180		179		60		120		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	793,500.00		8.323		360		359		60		300		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	519,200.00		9.350		360		359		60		300		N/A		N/A		N/A		N/A		N/A		N/A		N/A
2	$	3,761,450.00		7.735		360		359		60		300		N/A		N/A		N/A		N/A		N/A		N/A		N/A

Note: 40 year loans amortize on a 40 year schedule for 10 years and then switch to a 20 year amortization schedule for the remaining 20 years of the loan term.

ANNEX III

COLLATERAL STATISTICS

DESCRIPTION OF THE TOTAL COLLATERAL

Collateral Summary
Statistics given below are for the Mortgage Loans in the pool as of the Cut-off Date. Balances and percentages are based on the Cut-off Date scheduled balances of such Mortgage Loans (except in the case of Debt-to-Income and FICO, which are determined at origination).
	Summary Statistics	Range (if applicable)
Number of Mortgage Loans	6,770
Aggregate Current Principal Balance	$1,421,187,988
Average Current Principal Balance	$209,924	$19,988 to $999,322
Aggregate Original Principal Balance	$1,421,775,940
Average Original Principal Balance	$210,011	$20,000 to $1,000,000
Fully Amortizing Mortgage Loans	100.00%
1st Lien	98.73%
Weighted Avg. Gross Coupon	8.411%	6.000% to 13.050%
Weighted Avg. Original Term (months)	359	180 to 360
Weighted Avg. Remaining Term (months)	359	175 to 360
Weighted Avg. Margin (ARM Loans Only)	5.998%	4.000% to 7.125%
Weighted Avg. Maximum Rate (ARM Loans Only)	14.418%	12.000% to 18.400%
Weighted Avg. Minimum Rate (ARM Loans Only)	8.418%	6.000% to 12.400%
Weighted Avg. Original LTV (1)	81.77%	14.90% to 100.00%
Weighted Avg. Borrower FICO	616	500 to 813
Geographic Distribution (Top 5)	CA (28.68%)
	FL (12.74%)
	IL (8.94%)
	AZ (7.11%)
	NY (5.55%)

⁽¹⁾The loan-to-value(“OLTV”) of a first-lien mortgage at any given time is a fraction, expressed as a percentage, the numerator of which is the principal balance of the mortgage loan at the date of origination and the denominator of which is the lesser of the sales price of the related mortgage property and its appraised value determined in an appraisal obtained by the originator at origination of the mortgage loan. The OLTV of a second lien mortgage loan at any given time is a fraction, expressed as a percentage the numerator of which is (i) the sum of (a) the principal balance of such mortgage loan at the date of origination plus (b) the outstanding balance of the senior mortgage loan at the date of origination of such mortgage loan and the denominator of which is (ii) the lesser of the sales price of the related mortgage property and its appraised value determined in an appraisal obtained by the originator at origination of the mortgage loan.

DESCRIPTION OF THE TOTAL COLLATERAL

Collateral Type
COLLATERAL TYPE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
2/6 MONTH LIBOR	2,809	565,072,460.62		39.76	359	39.82	8.719	602	81.58
2/6 MONTH LIBOR -2 YR IO	2	609,210.00		0.04	352	49.71	6.357	637	90.00
2/6 MONTH LIBOR - 5 YR IO	482	153,147,475.84		10.78	359	40.04	7.763	663	82.05
2/6 MONTH LIBOR - 40YR	668	193,037,663.60		13.58	359	41.84	8.189	623	82.26
3/6 MONTH LIBOR	1,123	225,215,013.25		15.85	359	40.19	8.506	610	81.89
3/6 MONTH LIBOR - 40 YR	243	62,801,270.33		4.42	359	41.75	8.125	623	83.06
3/6 MONTH LIBOR - 5 YR IO	97	29,425,540.84		2.07	358	41.91	7.554	651	82.37
FIXED RATE	1,222	158,184,974.79		11.13	355	39.98	8.500	607	80.98
FIXED RATE - 40 YR	86	21,641,534.67		1.52	359	41.42	7.798	612	80.74
FIXED RATE - 5YR IO	38	12,052,844.13		0.85	356	41.16	7.622	648	80.30
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

Principal Balances at Origination*
RANGE OF PRINCIPAL BALANCES AT ORIGINATION ($)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF ORIGINATION ($)	% OF PRINCIPAL BALANCE AS OF ORIGINATION	REMAINING TERM TO MATURITY (months)*	DEBT-TO-INCOME (%)*	GROSS COUPON (%)*		FICO*	OLTV1 (%)
0.01 - 25,000.00	19	427,013.00		0.03	357	37.78	11.924	629			99.77
25,000.01 - 50,000.00	110	4,037,565.00		0.28	356	41.52	11.817	636			100.00
50,000.01 - 100,000.00	1,258	99,900,154.00		7.02	355	37.88	9.192	601			83.87
100,000.01 - 150,000.00	1,399	175,114,595.00		12.32	357	39.27	8.777	601			80.84
150,000.01 - 200,000.00	1,210	210,970,541.00		14.84	359	39.81	8.515	607			81.02
200,000.01 - 250,000.00	835	186,917,835.00		13.15	359	40.10	8.380	615			81.04
250,000.01 - 300,000.00	565	154,563,895.00		10.87	359	40.47	8.309	612			81.16
300,000.01 - 350,000.00	390	126,180,852.00		8.88	359	42.07	8.156	619			81.03
350,000.01 - 400,000.00	310	115,981,081.00		8.16	359	40.70	8.202	631			82.79
400,000.01 - 450,000.00	217	92,443,574.00		6.50	359	41.51	8.228	630			82.48
450,000.01 - 500,000.00	179	85,201,238.00		5.99	359	41.60	8.303	636			83.12
500,000.01 - 550,000.00	94	49,454,050.00		3.48	359	41.59	7.957	626			83.83
550,000.01 - 600,000.00	69	39,757,202.00		2.80	359	42.67	8.066	627			85.16
600,000.01 - 650,000.00	43	27,107,013.00		1.91	359	40.54	8.110	628			82.56
650,000.01 - 700,000.00	31	20,966,920.00		1.47	359	38.85	8.001	611			79.65
700,000.01 - 750,000.00	16	11,521,570.00		0.81	359	38.50	7.706	632			80.76
750,000.01 >=	25	21,230,842.00		1.49	359	41.19	7.749	613			74.83
Total:	6,770	1,421,775,940.00		100.00	359	40.36	8.411	616			81.77

¹ Original LTV if first lien, combined LTV if second lien.

*Based on the original balances of the Mortgage Loans.

DESCRIPTION OF THE TOTAL COLLATERAL

Principal Balance as of the Cut-Off Date
RANGE OF PRINCIPAL BALANCES AS OF THE CUT-OFF DATE ($)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
0.01 - 25,000.00	19	426,544.53		0.03	357	37.78	11.924	629	99.77
25,000.01 - 50,000.00	110	4,032,679.61		0.28	356	41.52	11.817	636	100.00
50,000.01 - 100,000.00	1,258	99,834,546.63		7.02	355	37.88	9.192	601	83.87
100,000.01 - 150,000.00	1,399	175,030,983.65		12.32	357	39.27	8.777	601	80.84
150,000.01 - 200,000.00	1,210	210,878,818.51		14.84	359	39.81	8.515	607	81.02
200,000.01 - 250,000.00	835	186,845,697.51		13.15	359	40.10	8.380	615	81.04
250,000.01 - 300,000.00	566	154,805,256.42		10.89	359	40.47	8.307	612	81.16
300,000.01 - 350,000.00	390	126,182,720.03		8.88	359	42.09	8.157	619	81.04
350,000.01 - 400,000.00	309	115,590,432.22		8.13	359	40.69	8.203	631	82.77
400,000.01 - 450,000.00	217	92,415,463.90		6.50	359	41.51	8.228	630	82.48
450,000.01 - 500,000.00	179	85,172,378.37		5.99	359	41.60	8.303	636	83.12
500,000.01 - 550,000.00	94	49,434,923.83		3.48	359	41.59	7.957	626	83.83
550,000.01 - 600,000.00	69	39,745,424.95		2.80	359	42.67	8.066	627	85.16
600,000.01 - 650,000.00	44	27,743,246.52		1.95	359	40.67	8.125	626	82.62
650,000.01 - 700,000.00	30	20,310,109.75		1.43	359	38.63	7.977	614	79.48
700,000.01 - 750,000.00	16	11,517,416.83		0.81	359	38.50	7.706	632	80.76
750,000.01 >=	25	21,221,344.81		1.49	359	41.19	7.749	613	74.83
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

Remaining Term to Maturity
RANGE OF MONTHS REMAINING	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
121 to 180	29	2,610,205.90		0.18	179	36.41	8.173	609	69.93
181 to 240	25	3,407,601.28		0.24	239	42.27	8.002	616	75.56
301 to 360	6,716	1,415,170,180.89		99.58	359	40.37	8.412	616	81.81
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE TOTAL COLLATERAL

Mortgage Rates

RANGE OF CURRENT MORTGAGE RATES (%)	NUMBER OF MORTGAGE LOANS	PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
6.000 - 6.499	45	13,575,656.62	0.96	358	39.20	6.287	642	76.82
6.500 - 6.999	420	113,608,116.76	7.99	358	40.58	6.818	630	77.10
7.000 - 7.499	690	180,311,239.05	12.69	358	40.65	7.254	629	78.30
7.500 - 7.999	1,202	288,634,245.98	20.31	358	40.96	7.761	628	78.91
8.000 - 8.499	991	213,939,481.52	15.05	359	40.58	8.249	616	81.17
8.500 - 8.999	1,115	228,897,317.00	16.11	359	40.22	8.731	608	83.06
9.000 - 9.499	708	134,792,149.61	9.48	359	40.09	9.223	600	85.39
9.500 - 9.999	655	119,258,653.63	8.39	359	39.53	9.712	597	86.57
10.000 - 10.499	348	58,140,434.53	4.09	359	39.46	10.210	601	87.27
10.500 - 10.999	221	33,562,822.10	2.36	358	38.36	10.721	604	88.66
11.000 - 11.499	112	14,263,574.94	1.00	358	39.60	11.194	599	89.33
11.500 - 11.999	108	10,141,085.73	0.71	357	40.22	11.747	592	85.79
12.000 - 12.499	100	8,202,204.07	0.58	356	41.66	12.174	591	89.86
12.500 - 12.999	53	3,447,687.72	0.24	354	42.89	12.664	620	99.31
13.000 - 13.499	2	413,318.81	0.03	357	45.23	13.003	531	67.00
Total:	6,770	1,421,187,988.07	100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

Original Loan-to-Value Ratios(1)
RANGE OF ORIGINAL LOAN-TO-VALUE RATIOS (%)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV2 (%)
0.01 to 25.00	8	787,048.74		0.06	315	39.05	8.443	586	20.56
25.01 to 30.00	4	371,965.01		0.03	331	30.82	7.812	589	28.21
30.01 to 35.00	12	1,409,271.51		0.10	359	37.17	7.957	566	32.90
35.01 to 40.00	17	2,640,282.65		0.19	352	36.98	7.714	591	37.66
40.01 to 45.00	38	5,618,013.60		0.40	352	40.17	7.953	577	42.48
45.01 to 50.00	47	6,816,497.34		0.48	354	39.68	8.235	587	48.21
50.01 to 55.00	67	12,026,374.11		0.85	356	38.64	8.021	582	53.11
55.01 to 60.00	113	22,058,611.99		1.55	356	38.18	8.122	576	58.12
60.01 to 65.00	223	44,083,325.10		3.10	359	39.96	8.193	582	63.51
65.01 to 70.00	322	66,822,859.73		4.70	358	39.74	8.359	575	68.64
70.01 to 75.00	469	101,871,033.22		7.17	358	40.57	8.143	582	73.99
75.01 to 80.00	2,309	556,730,306.45		39.17	359	41.04	7.954	636	79.82
80.01 to 85.00	605	133,427,345.45		9.39	358	39.62	8.322	601	84.30
85.01 to 90.00	1,476	285,240,650.85		20.07	359	39.42	8.867	607	89.77
90.01 to 95.00	702	151,692,255.41		10.67	359	41.05	9.145	627	94.76
95.01 to 100.00	358	29,592,146.91		2.08	356	41.04	11.202	650	99.94
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

⁽¹⁾The loan-to-value(“OLTV”) of a first-lien mortgage at any given time is a fraction, expressed as a percentage, the numerator of which is the principal balance of the mortgage loan at the date of origination and the denominator of which is the lesser of the sales price of the related mortgage property and its appraised value determined in an appraisal obtained by the originator at origination of the mortgage loan. The OLTV of a second lien mortgage loan at any given time is a fraction, expressed as a percentage the numerator of which is (i) the sum of (a) the principal balance of such mortgage loan at the date of origination plus (b) the outstanding balance of the senior mortgage loan at the date of origination of such mortgage loan and the denominator of which is (ii) the lesser of the sales price of the related mortgage property and its appraised value determined in an appraisal obtained by the originator at origination of the mortgage loan.

² Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE TOTAL COLLATERAL

FICO Score at Origination
RANGE OF FICO SCORES	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
500 to 519	381	64,638,196.13		4.55	359	41.68	9.166	509	76.34
520 to 539	475	86,228,895.91		6.07	359	41.22	9.011	530	78.71
540 to 559	634	119,800,433.23		8.43	359	40.19	8.701	551	79.91
560 to 579	557	108,455,755.45		7.63	358	39.47	8.563	569	79.87
580 to 599	754	151,830,352.74		10.68	358	40.31	8.296	589	80.92
600 to 619	1,012	212,440,999.12		14.95	358	40.31	8.332	609	83.11
620 to 639	1,023	233,147,554.30		16.41	359	41.42	8.279	629	82.60
640 to 659	709	154,294,466.98		10.86	358	40.12	8.312	649	83.23
660 to 679	411	98,330,124.93		6.92	359	39.89	8.135	669	83.10
680 to 699	328	78,644,873.19		5.53	359	39.65	8.107	688	83.13
700 to 719	188	45,575,413.22		3.21	358	39.86	8.110	710	83.99
720 to 739	125	30,263,747.18		2.13	359	39.59	8.181	728	84.25
740 to 759	90	17,452,161.18		1.23	359	38.03	8.590	749	84.54
760 to 779	46	11,129,572.92		0.78	359	36.85	8.362	771	83.12
780 to 799	28	7,656,666.19		0.54	359	40.46	8.077	788	80.25
800 or greater	9	1,298,775.40		0.09	359	38.27	8.512	806	83.37
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

Debt-to-Income Ratio
RANGE OF DEBT-TO-INCOME RATIOS (%)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
0.01 - 20.00	328	67,659,040.81		4.76	359	14.53	8.428	621	81.84
20.01 - 25.00	294	53,275,194.31		3.75	359	23.13	8.477	614	81.01
25.01 - 30.00	482	87,085,009.09		6.13	357	28.22	8.439	616	79.91
30.01 - 35.00	757	136,774,906.25		9.62	359	33.15	8.538	616	81.30
35.01 - 40.00	1,092	224,195,745.22		15.78	358	38.11	8.417	618	81.91
40.01 - 45.00	1,492	318,699,659.68		22.42	359	43.12	8.447	617	81.94
45.01 - 50.00	2,140	495,171,578.44		34.84	359	48.12	8.354	617	83.17
50.01 - 55.00	185	38,326,854.27		2.70	357	53.29	8.177	570	68.24
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE TOTAL COLLATERAL

Geographic Distribution
STATE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Alabama	19	2,078,801.67		0.15	350	36.30	8.657	584	85.56
Alaska	11	2,140,884.37		0.15	359	40.68	7.983	588	82.15
Arizona	561	100,997,336.67		7.11	359	39.04	8.597	616	80.91
Arkansas	16	2,373,192.33		0.17	354	37.52	9.392	618	85.61
California	1,181	407,601,831.59		28.68	359	41.67	8.119	628	80.69
Colorado	74	14,138,863.60		0.99	359	40.47	8.010	605	83.43
Connecticut	60	12,633,207.17		0.89	359	42.07	8.521	594	76.69
Delaware	15	2,219,223.69		0.16	359	38.99	8.704	577	79.08
Florida	889	181,036,962.26		12.74	359	39.93	8.377	620	79.77
Georgia	13	1,687,965.71		0.12	358	41.78	8.668	549	83.44
Hawaii	32	11,163,551.34		0.79	359	37.87	7.678	660	84.81
Idaho	22	3,241,614.28		0.23	359	39.15	8.666	617	81.58
Illinois	640	126,999,149.98		8.94	358	41.40	8.537	622	82.90
Indiana	99	10,176,350.19		0.72	357	37.86	9.203	606	88.61
Iowa	36	3,312,385.03		0.23	359	40.42	9.023	607	85.09
Kansas	19	2,101,577.19		0.15	359	39.72	9.254	580	86.65
Kentucky	29	3,061,886.56		0.22	352	41.72	8.927	570	86.75
Louisiana	71	8,410,757.11		0.59	358	39.23	8.976	600	86.13
Maine	9	1,283,234.29		0.09	358	34.90	8.095	617	74.92
Maryland	250	59,894,008.50		4.21	358	40.74	8.109	597	79.80
Massachusetts	107	27,323,533.97		1.92	359	39.15	8.321	608	81.86
Michigan	298	34,375,801.60		2.42	359	38.94	9.084	584	86.38
Minnesota	74	14,591,983.48		1.03	359	39.94	8.924	596	84.08
Mississippi	21	2,454,061.48		0.17	359	40.20	9.022	609	87.54
Missouri	180	21,549,881.95		1.52	359	38.32	9.425	600	87.03
Montana	3	283,535.02		0.02	359	39.99	8.028	588	80.23
Nebraska	33	3,734,911.50		0.26	355	38.71	9.115	595	88.19
Nevada	135	31,600,352.67		2.22	359	38.45	8.435	615	81.55
New Hampshire	3	561,615.22		0.04	359	46.57	8.444	565	83.43
New Jersey	195	49,250,836.98		3.47	359	40.06	8.340	607	81.40
New Mexico	58	9,317,918.68		0.66	359	39.63	8.998	603	85.38
New York	234	78,851,885.68		5.55	359	42.01	8.127	623	79.80
North Carolina	49	6,865,144.15		0.48	359	39.16	9.051	585	85.74
Ohio	271	28,927,273.67		2.04	357	37.55	8.690	592	86.69
Oklahoma	56	5,586,449.68		0.39	357	35.58	8.944	586	86.73
Oregon	38	7,904,602.17		0.56	359	38.69	8.610	607	81.77
Pennsylvania	117	16,354,541.58		1.15	358	37.71	8.532	587	80.85
Rhode Island	20	4,295,082.00		0.30	359	40.65	8.563	624	84.72
South Carolina	34	4,569,022.62		0.32	356	37.99	8.883	573	84.01
Tennessee	50	6,147,763.66		0.43	352	39.22	9.024	588	89.98
Texas	394	50,104,989.29		3.53	357	38.21	8.890	606	83.68
Utah	124	21,979,944.74		1.55	359	37.27	8.480	628	83.35
Washington	118	23,656,438.81		1.66	359	41.77	8.524	610	84.60
Wisconsin	103	13,296,194.11		0.94	359	40.87	9.286	583	86.79
Wyoming	9	1,051,439.83		0.07	345	41.35	7.747	639	83.41
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE TOTAL COLLATERAL

Occupancy Status
OCCUPANCY STATUS*	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Primary	5,946	1,281,156,432.58		90.15	359	41.07	8.334	612	81.43
Investor	736	119,818,724.64		8.43	359	33.08	9.238	644	85.29
Second Home	88	20,212,830.85		1.42	358	38.89	8.370	655	82.16
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

*Based on mortgagor representation at origination.

Documentation Type
INCOME DOCUMENTATION	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Full Documentation	3,919	758,106,225.76		53.34	358	40.22	8.130	597	80.76
Stated Documentation	2,372	551,641,932.26		38.82	359	41.19	8.805	642	82.82
Limited Documentation	479	111,439,830.05		7.84	359	37.24	8.374	610	83.41
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

Loan Purpose
PURPOSE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Purchase	2,993	638,775,317.73		44.95	359	40.31	8.476	643	84.32
Refinance-Debt Consolidation No Cash Out**	299	49,210,542.80		3.46	358	39.51	8.451	603	82.07
Refinance-Debt Consolidation Cash Out***	3,478	733,202,127.54		51.59	358	40.47	8.352	593	79.52
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

** Cash proceeds to the borrower inclusive of debt consolidation payments do not exceed 2% or $2,000 of the original principal balance of the related loan. Excludes home equity loans originated in Texas with any cash proceeds.

*** Cash proceeds to the borrower inclusive of debt consolidation payments exceed 2% or $2,000 of the original principal balance of the related loan. Also includes all home equity loans originated in Texas with any cash proceeds.

DESCRIPTION OF THE TOTAL COLLATERAL

Credit Grade
RISK CATEGORY	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
I	5,112	1,071,920,282.99		75.42	358	40.32	8.295	629	82.82
II	1,055	228,084,952.98		16.05	359	40.39	8.554	581	81.43
III	284	60,418,134.33		4.25	359	40.68	8.902	564	76.75
IV	234	45,730,965.34		3.22	359	40.64	9.006	560	71.04
V	85	15,033,652.43		1.06	358	40.76	10.772	551	64.88
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

Property Type
PROPERTY TYPE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Single Family	4,953	1,010,527,398.06		71.10	358	40.37	8.390	612	81.68
Single Family Attached	12	1,814,472.75		0.13	359	37.90	8.371	640	79.95
Two-to-Four Family	416	103,900,366.15		7.31	359	40.77	8.603	634	81.84
Condo	557	108,784,118.98		7.65	359	39.84	8.470	636	82.61
PUD	798	188,633,793.31		13.27	359	40.42	8.384	615	81.70
PUD Attached	34	7,527,838.82		0.53	359	41.25	8.423	626	82.23
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

Prepayment Charge Term
PREPAYMENT CHARGE TERM AT ORIGINATION (MONTHS)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
No Prepayment Penalty	2,702	556,273,329.17		39.14	358	40.28	8.701	619	82.75
12 Months	278	81,914,548.85		5.76	359	40.55	8.329	627	80.56
24 Months	2,866	619,255,662.83		43.57	359	40.57	8.261	612	81.50
36 Months	924	163,744,447.22		11.52	357	39.77	8.034	611	80.06
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

Conforming Balances
CONFORMING BALANCE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Conforming	6,178	1,133,570,937.71		79.76	358	40.19	8.466	613	81.53
Non-Conforming	592	287,617,050.36		20.24	359	41.04	8.196	625	82.70
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

¹ Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE TOTAL COLLATERAL

Maximum Mortgage Rates of the Adjustable-Rate Loans
RANGE OF MAXIMUM MORTGAGE RATES (%)		NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)		DEBT-TO-INCOME (%)		GROSS COUPON (%)	FICO	OLTV1 (%)
12.000 - 12.499		44	13,077,624.82		1.06	358		38.94		6.294	642	76.74
12.500 - 12.999		298	87,944,969.31		7.15	359		40.78		6.813	634	77.89
13.000 - 13.499		531	147,634,588.99		12.01	359		40.84		7.259	631	78.93
13.500 - 13.999		973	249,238,104.21		20.27	359		41.02		7.763	632	79.09
14.000 - 14.499		808	186,680,027.50		15.19	359		40.65		8.251	617	81.14
14.500 - 14.999		964	207,850,025.79		16.91	359		40.25		8.731	609	83.16
15.000 - 15.499		619	122,679,186.06		9.98	359		40.08		9.222	601	85.47
15.500 - 15.999		577	110,275,557.02		8.97	359		39.51		9.711	597	86.58
16.000 - 16.499		297	52,535,813.96		4.27	359		39.60		10.209	601	87.31
16.500 - 16.999		188	30,749,645.07		2.50	359		38.27		10.721	601	88.50
17.000 - 17.499		65	11,347,073.38		0.92	359		39.08		11.186	589	86.88
17.500 - 17.999		44	6,035,976.22		0.49	359		39.17		11.744	557	76.33
18.000 - 18.499		16	3,260,042.15		0.27	359		41.32		12.162	535	75.27
Total:		5,424	1,229,308,634.48		100.00	359		40.39		8.418	617	81.90
·1Original LTV if first lien, combined LTV if second lien
Minimum Mortgage Rates of the Adjustable-Rate Loans
RANGE OF MINIMUM MORTGAGE RATES (%)	NUMBER OF MORTGAGE LOANS			PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)		GROSS COUPON (%)		FICO	OLTV1 (%)
6.000 - 6.499		44	13,077,624.82		1.06	358	38.94			6.294	642	76.74
6.500 - 6.999		298	87,944,969.31		7.15	359	40.78			6.813	634	77.89
7.000 - 7.499		531	147,634,588.99		12.01	359	40.84			7.259	631	78.93
7.500 - 7.999		973	249,238,104.21		20.27	359	41.02			7.763	632	79.09
8.000 - 8.499		808	186,680,027.50		15.19	359	40.65			8.251	617	81.14
8.500 - 8.999		964	207,850,025.79		16.91	359	40.25			8.731	609	83.16
9.000 - 9.499		619	122,679,186.06		9.98	359	40.08			9.222	601	85.47
9.500 - 9.999		577	110,275,557.02		8.97	359	39.51			9.711	597	86.58
10.000 - 10.499		297	52,535,813.96		4.27	359	39.60			10.209	601	87.31
10.500 - 10.999		188	30,749,645.07		2.50	359	38.27			10.721	601	88.50
11.000 - 11.499		65	11,347,073.38		0.92	359	39.08			11.186	589	86.88
11.500 - 11.999		44	6,035,976.22		0.49	359	39.17			11.744	557	76.33
12.000 - 12.499		16	3,260,042.15		0.27	359	41.32			12.162	535	75.27
Total:		5,424	1,229,308,634.48		100.00	359	40.39			8.418	617	81.90

^·1Original LTV if first lien, combined LTV if second lien

·

Gross Margins of the Adjustable-Rate Loans
RANGE OF GROSS MARGINS (%)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)		FICO		OLTV1 (%)
4.000 - 4.499	3	1,128,556.11		0.09	354	40.84		8.038	602	85.27
4.500 - 4.999	1	297,000.00		0.02	360	12.00		10.990	672	90.00
6.000 - 6.499	5,416	1,227,336,656.30		99.84	359	40.39		8.418	617	81.90
6.500 - 6.999	1	162,400.00		0.01	360	45.00		6.990	584	80.00
7.000 - 7.499	3	384,022.07		0.03	360	44.18		8.908	543	75.16
Total:	5,424	1,229,308,634.48		100.00	359	40.39		8.418	617	81.90

¹ Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE TOTAL COLLATERAL

Next Rate Adjustment Date of the Adjustable-Rate Loans
NEXT RATE ADJUSTMENT DATE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
August 1, 2007	1	521,910.00		0.04	352	50.00	6.300	632	90.00
September 1, 2007	27	4,978,185.38		0.40	353	41.06	7.640	582	87.95
October 1, 2007	6	702,256.14		0.06	354	29.09	8.589	624	92.32
November 1, 2007	4	955,950.57		0.08	355	33.56	7.875	657	82.84
December 1, 2007	16	2,882,007.68		0.23	356	35.81	8.684	605	87.01
January 1, 2008	72	15,695,752.61		1.28	357	39.11	8.426	619	85.14
February 1, 2008	131	29,805,790.92		2.42	358	41.12	8.757	612	82.67
March 1, 2008	2,429	573,082,584.76		46.62	359	40.62	8.454	615	81.71
April 1, 2008	1,275	283,242,372.00		23.04	360	39.67	8.410	620	81.53
August 1, 2008	1	126,370.29		0.01	352	47.00	9.350	524	90.00
September 1, 2008	10	1,722,404.91		0.14	353	43.57	8.285	544	82.23
October 1, 2008	5	1,419,007.90		0.12	354	41.39	7.524	596	84.32
November 1, 2008	9	1,908,488.75		0.16	355	42.99	8.059	588	82.72
December 1, 2008	8	2,377,308.38		0.19	356	38.85	8.145	585	86.46
January 1, 2009	26	4,127,513.22		0.34	357	37.14	8.641	604	84.37
February 1, 2009	44	8,768,478.76		0.71	358	41.12	8.868	607	86.26
March 1, 2009	860	189,898,670.21		15.45	358	40.82	8.317	617	81.84
April 1, 2009	500	107,093,582.00		8.71	360	40.41	8.352	619	82.19
Total:	5,424	1,229,308,634.48		100.00	359	40.39	8.418	617	81.90

¹ Original LTV if first lien, combined LTV if second lien.

Initial Periodic Rate Cap of the Adjustable-Rate Loans
INITIAL PERIODIC CAP (%)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
2.000	5,424	1,229,308,634.48		100.00	359	40.39	8.418	617	81.90
Total:	5,424	1,229,308,634.48		100.00	359	40.39	8.418	617	81.90

¹ Original LTV if first lien, combined LTV if second lien.

Periodic Rate Cap of the Adjustable-Rate Loans
PERIODIC CAP (%)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
1.000	5,424	1,229,308,634.48		100.00	359	40.39	8.418	617	81.90
Total:	5,424	1,229,308,634.48		100.00	359	40.39	8.418	617	81.90

¹ Original LTV if first lien, combined LTV if second lien.

Historical Delinquency of the Mortgage Loans Since Origination
STATUS	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
1 x 30	60	7,625,401.29		0.54	355	39.23	9.164	593	89.64
Never Delinquent	6,710	1,413,562,586.78		99.46	359	40.37	8.407	616	81.73
Total:	6,770	1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

DESCRIPTION OF THE GROUP I COLLATERAL

Collateral Summary
Statistics given below are for the Mortgage Loans in the pool as of the Cut-off Date. Balances and percentages are based on the Cut-off Date scheduled balances of such Mortgage Loans (except in the case of Debt-to-Income and FICO, which are determined at origination).
	Summary Statistics	Range (if applicable)
Number of Mortgage Loans	4,021
Aggregate Current Principal Balance	$709,717,780
Average Current Principal Balance	$176,503	$59,819 to $799,462
Aggregate Original Principal Balance	$710,031,740
Average Original Principal Balance	$176,581	$60,000 to $800,000
Fully Amortizing Mortgage Loans	100.00%
1st Lien	100.00%
Weighted Avg. Gross Coupon	8.514%	6.050% to 13.000%
Weighted Avg. Original Term (months)	359	180 to 360
Weighted Avg. Remaining Term (months)	358	175 to 360
Weighted Avg. Margin (ARM Loans Only)	5.999%	4.000% to 7.125%
Weighted Avg. Maximum Rate (ARM Loans Only)	14.626%	12.050% to 18.400%
Weighted Avg. Minimum Rate (ARM Loans Only)	8.626%	6.050% to 12.400%
Weighted Avg. Original LTV (1)	80.58%	14.90% to 100.00%
Weighted Avg. Borrower FICO	598	500 to 813
Geographic Distribution (Top 5)	CA 15.14%)
	IL (12.74%)
	FL (11.28%)
	AZ (7.44%)
	MD (5.57%)

⁽¹⁾The loan-to-value(“OLTV”) of a first-lien mortgage at any given time is a fraction, expressed as a percentage, the numerator of which is the principal balance of the mortgage loan at the date of origination and the denominator of which is the lesser of the sales price of the related mortgage property and its appraised value determined in an appraisal obtained by the originator at origination of the mortgage loan. The OLTV of a second lien mortgage loan at any given time is a fraction, expressed as a percentage the numerator of which is (i) the sum of (a) the principal balance of such mortgage loan at the date of origination plus (b) the outstanding balance of the senior mortgage loan at the date of origination of such mortgage loan and the denominator of which is (ii) the lesser of the sales price of the related mortgage property and its appraised value determined in an appraisal obtained by the originator at origination of the mortgage loan.

DESCRIPTION OF THE GROUP I COLLATERAL

Collateral Type
COLLATERAL TYPE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)		% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)		FICO	OLTV1 (%)
2/6 MONTH LIBOR	1,796	303,469,674.68		42.76		359	39.59	8.906		588	80.76
2/6 MONTH LIBOR -2 YR IO	1	87,300.00		0.01		354	48.00	6.700		664	90.00
2/6 MONTH LIBOR - 5 YR IO	104	25,695,689.84		3.62		359	38.45	7.652		645	82.74
2/6 MONTH LIBOR - 40YR	259	57,903,712.51		8.16		359	42.06	8.192		606	81.21
3/6 MONTH LIBOR	862	154,273,683.14		21.74		359	39.71	8.563		600	81.00
3/6 MONTH LIBOR - 40 YR	133	29,495,446.03		4.16		359	40.77	8.211		606	83.57
3/6 MONTH LIBOR - 5 YR IO	43	10,554,642.84		1.49		356	41.62	7.439		644	83.87
FIXED RATE	732	106,170,171.78		14.96		354	40.04	8.074		598	77.57
FIXED RATE - 40 YR	65	15,160,165.21		2.14		359	41.72	7.833		606	80.34
FIXED RATE - 5YR IO	26	6,907,294.13		0.97		356	40.38	7.351		643	78.78
Total:	4,021	709,717,780.16		100.00		358	39.98	8.514		598	80.58
1 Original LTV if first lien, combined LTV if second lien.
Principal Balances at Origination*
RANGE OF PRINCIPAL BALANCES AT ORIGINATION ($)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF ORIGINATION ($)		% OF PRINCIPAL BALANCE AS OF ORIGINATION	REMAINING TERM TO MATURITY (months)*	DEBT-TO-INCOME (%)*	GROSS COUPON (%)*		FICO*	OLTV1 (%)
50,000.01 - 100,000.00	873	70,550,585.00			9.94	355	37.75	8.982	596			82.00
100,000.01 - 150,000.00	1,044	130,647,399.00			18.40	357	39.77	8.704	594			79.81
150,000.01 - 200,000.00	821	142,753,069.00			20.10	359	40.00	8.499	595			79.90
200,000.01 - 250,000.00	498	111,634,178.00			15.72	359	40.27	8.468	598			79.84
250,000.01 - 300,000.00	335	91,576,712.00			12.90	358	40.16	8.378	591			79.98
300,000.01 - 350,000.00	210	67,817,570.00			9.55	359	41.40	8.235	598			80.27
350,000.01 - 400,000.00	169	63,295,599.00			8.91	359	39.84	8.310	611			82.97
400,000.01 - 450,000.00	49	20,423,228.00			2.88	359	42.25	8.486	628			84.14
450,000.01 - 500,000.00	11	5,297,500.00			0.75	359	36.49	8.357	663			81.97
500,000.01 - 550,000.00	9	4,682,900.00			0.66	358	41.21	7.835	634			84.81
550,000.01 - 600,000.00	1	553,000.00			0.08	359	45.00	6.725	629			89.92
750,000.01 >=	1	800,000.00			0.11	359	48.00	7.990	675			80.00
Total:	4,021	710,031,740.00			100.00	358	39.98	8.514	598			80.58

¹ Original LTV if first lien, combined LTV if second lien.

*Based on the original balances of the Mortgage Loans.

DESCRIPTION OF THE GROUP I COLLATERAL

Principal Balance as of the Cut-Off Date
RANGE OF PRINCIPAL BALANCES AS OF THE CUT-OFF DATE ($)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
50,000.01 - 100,000.00	873	70,512,078.22		9.94	355	37.75	8.982	596	82.00
100,000.01 - 150,000.00	1,044	130,586,111.61		18.40	357	39.77	8.704	594	79.81
150,000.01 - 200,000.00	821	142,686,210.92		20.10	359	40.00	8.499	595	79.90
200,000.01 - 250,000.00	498	111,587,964.83		15.72	359	40.27	8.468	598	79.84
250,000.01 - 300,000.00	336	91,838,075.40		12.94	358	40.16	8.376	591	80.00
300,000.01 - 350,000.00	210	67,843,247.35		9.56	359	41.43	8.237	597	80.30
350,000.01 - 400,000.00	168	62,920,327.50		8.87	359	39.81	8.311	611	82.93
400,000.01 - 450,000.00	49	20,418,068.37		2.88	359	42.25	8.486	628	84.14
450,000.01 - 500,000.00	11	5,294,881.18		0.75	359	36.49	8.357	663	81.97
500,000.01 - 550,000.00	9	4,678,352.66		0.66	358	41.21	7.835	634	84.81
550,000.01 - 600,000.00	1	553,000.00		0.08	359	45.00	6.725	629	89.92
750,000.01 >=	1	799,462.12		0.11	359	48.00	7.990	675	80.00
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

¹ Original LTV if first lien, combined LTV if second lien.

Remaining Term to Maturity
RANGE OF MONTHS REMAINING	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
121 to 180	22	2,116,180.00		0.30	179	36.74	8.024	608	67.31
181 to 240	21	3,030,223.41		0.43	239	42.22	7.766	616	73.77
301 to 360	3,978	704,571,376.75		99.27	359	39.98	8.519	598	80.65
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

¹ Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE GROUP I COLLATERAL

Mortgage Rates

RANGE OF CURRENT MORTGAGE RATES (%)		NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
6.000 - 6.499	45		13,575,656.62		0.96	358	39.20	6.287	642	76.82
6.500 - 6.999	420		113,608,116.76		7.99	358	40.58	6.818	630	77.10
7.000 - 7.499	690		180,311,239.05		12.69	358	40.65	7.254	629	78.30
7.500 - 7.999	1,202		288,634,245.98		20.31	358	40.96	7.761	628	78.91
8.000 - 8.499	991		213,939,481.52		15.05	359	40.58	8.249	616	81.17
8.500 - 8.999	1,115		228,897,317.00		16.11	359	40.22	8.731	608	83.06
9.000 - 9.499	708		134,792,149.61		9.48	359	40.09	9.223	600	85.39
9.500 - 9.999	655		119,258,653.63		8.39	359	39.53	9.712	597	86.57
10.000 - 10.499	348		58,140,434.53		4.09	359	39.46	10.210	601	87.27
10.500 - 10.999	221		33,562,822.10		2.36	358	38.36	10.721	604	88.66
11.000 - 11.499	112		14,263,574.94		1.00	358	39.60	11.194	599	89.33
11.500 - 11.999	108		10,141,085.73		0.71	357	40.22	11.747	592	85.79
12.000 - 12.499	100		8,202,204.07		0.58	356	41.66	12.174	591	89.86
12.500 - 12.999	53		3,447,687.72		0.24	354	42.89	12.664	620	99.31
13.000 - 13.499	2		413,318.81		0.03	357	45.23	13.003	531	67.00
Total:	6,770		1,421,187,988.07		100.00	359	40.36	8.411	616	81.77

  

¹ Original LTV if first lien, combined LTV if second lien.

Original Loan-to-Value Ratios(1)
RANGE OF ORIGINAL LOAN-TO-VALUE RATIOS (%)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV2 (%)
0.01 to 25.00	8	787,048.74		0.11	315	39.05	8.443	586	20.56
25.01 to 30.00	4	371,965.01		0.05	331	30.82	7.812	589	28.21
30.01 to 35.00	10	1,259,314.29		0.18	359	38.76	8.016	562	32.84
35.01 to 40.00	14	1,670,942.07		0.24	349	35.78	7.736	597	37.45
40.01 to 45.00	37	5,478,118.55		0.77	352	40.15	7.966	576	42.50
45.01 to 50.00	41	6,184,439.67		0.87	354	39.62	8.256	587	48.22
50.01 to 55.00	61	9,683,482.31		1.36	355	37.43	8.092	580	53.29
55.01 to 60.00	102	18,523,339.98		2.61	357	38.71	8.141	574	58.05
60.01 to 65.00	187	35,735,203.34		5.04	359	40.10	8.209	581	63.43
65.01 to 70.00	267	49,852,533.51		7.02	358	40.91	8.413	573	68.75
70.01 to 75.00	393	76,912,326.82		10.84	358	39.97	8.184	577	74.04
75.01 to 80.00	875	152,895,346.03		21.54	359	40.53	8.082	603	79.54
80.01 to 85.00	460	85,363,508.62		12.03	357	39.49	8.426	596	84.36
85.01 to 90.00	1,113	188,411,914.07		26.55	359	39.17	8.939	608	89.75
90.01 to 95.00	422	73,218,508.35		10.32	358	41.62	9.146	624	94.76
95.01 to 100.00	27	3,369,788.80		0.47	360	40.09	10.474	644	99.70
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

⁽¹⁾The loan-to-value(“OLTV”) of a first-lien mortgage at any given time is a fraction, expressed as a percentage, the numerator of which is the principal balance of the mortgage loan at the date of origination and the denominator of which is the lesser of the sales price of the related mortgage property and its appraised value determined in an appraisal obtained by the originator at origination of the mortgage loan. The OLTV of a second lien mortgage loan at any given time is a fraction, expressed as a percentage the numerator of which is (i) the sum of (a) the principal balance of such mortgage loan at the date of origination plus (b) the outstanding balance of the senior mortgage loan at the date of origination of such mortgage loan and the denominator of which is (ii) the lesser of the sales price of the related mortgage property and its appraised value determined in an appraisal obtained by the originator at origination of the mortgage loan.

² Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE GROUP I COLLATERAL

FICO Score at Origination
RANGE OF FICO SCORES	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
500 to 519	310	51,920,564.47		7.32	359	42.23	9.161	509	75.38
520 to 539	394	65,863,382.39		9.28	358	41.64	8.993	529	77.66
540 to 559	518	89,532,478.49		12.62	359	40.72	8.682	550	78.76
560 to 579	429	73,585,169.83		10.37	358	40.39	8.533	569	78.57
580 to 599	459	79,338,047.44		11.18	358	40.15	8.312	589	79.51
600 to 619	561	100,822,929.49		14.21	358	39.96	8.300	608	81.77
620 to 639	478	91,031,544.52		12.83	358	40.00	8.259	629	82.07
640 to 659	346	60,748,655.37		8.56	358	38.14	8.425	649	84.12
660 to 679	183	32,828,901.56		4.63	359	37.71	8.291	669	84.43
680 to 699	155	29,225,441.08		4.12	359	37.59	8.269	688	83.61
700 to 719	81	15,283,523.31		2.15	357	38.64	8.348	710	85.99
720 to 739	48	9,115,945.59		1.28	357	39.28	8.545	728	86.42
740 to 759	30	5,031,266.60		0.71	359	35.32	8.943	748	86.04
760 to 779	18	3,773,389.72		0.53	359	33.49	8.445	772	82.39
780 to 799	8	1,249,088.42		0.18	359	34.96	8.445	793	80.34
800 or greater	3	367,451.88		0.05	359	36.57	7.978	809	83.25
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

¹ Original LTV if first lien, combined LTV if second lien.

Debt-to-Income Ratio
RANGE OF DEBT-TO-INCOME RATIOS (%)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
0.01 - 20.00	212	36,127,344.58		5.09	359	14.18	8.712	622	81.04
20.01 - 25.00	182	28,779,975.58		4.06	359	23.19	8.481	607	78.69
25.01 - 30.00	309	49,053,203.49		6.91	356	28.26	8.564	602	77.85
30.01 - 35.00	464	76,798,624.64		10.82	359	33.09	8.650	602	80.01
35.01 - 40.00	634	111,898,142.68		15.77	358	38.04	8.456	603	81.28
40.01 - 45.00	837	148,915,351.24		20.98	359	43.06	8.553	598	80.77
45.01 - 50.00	1,227	228,800,620.86		32.24	358	48.20	8.478	595	82.80
50.01 - 55.00	156	29,344,517.09		4.13	357	53.38	8.177	563	66.91
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

¹ Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE GROUP I COLLATERAL

Geographic Distribution
STATE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Alabama	15	1,656,142.51		0.23	348	34.61	8.548	581	84.26
Alaska	6	1,128,919.44		0.16	359	40.32	8.010	583	84.27
Arizona	312	52,795,544.13		7.44	359	38.81	8.656	602	79.20
Arkansas	14	2,085,382.97		0.29	353	36.44	9.155	626	85.00
California	384	107,419,382.75		15.14	359	41.40	8.153	601	77.04
Colorado	56	10,378,746.51		1.46	359	40.18	8.106	602	83.15
Connecticut	44	9,274,510.96		1.31	360	40.82	8.436	580	74.96
Delaware	12	1,855,334.65		0.26	359	38.87	8.866	578	80.59
Florida	432	80,083,323.98		11.28	359	39.54	8.541	595	76.47
Georgia	12	1,665,448.43		0.23	358	41.91	8.623	548	83.22
Hawaii	17	5,980,593.55		0.84	359	37.30	7.530	656	84.03
Idaho	17	2,421,701.14		0.34	359	39.12	8.833	625	82.16
Illinois	491	90,418,369.74		12.74	358	41.27	8.493	615	82.54
Indiana	79	7,497,777.50		1.06	356	39.80	9.093	609	88.37
Iowa	27	2,643,404.41		0.37	359	39.26	9.044	613	84.36
Kansas	14	1,667,989.42		0.24	359	40.04	9.124	582	85.61
Kentucky	19	2,195,018.55		0.31	350	42.74	8.850	575	87.23
Louisiana	32	4,492,208.94		0.63	357	40.85	8.849	590	85.76
Maine	7	932,247.63		0.13	358	31.96	7.560	616	70.81
Maryland	186	39,508,148.47		5.57	357	39.68	8.148	585	77.74
Massachusetts	65	15,933,079.06		2.24	359	39.52	8.320	600	80.90
Michigan	230	26,792,147.82		3.78	358	39.07	9.104	583	86.52
Minnesota	62	11,186,038.15		1.58	359	40.88	9.101	585	83.85
Mississippi	10	1,002,467.84		0.14	360	39.40	9.350	612	90.38
Missouri	144	16,021,530.87		2.26	359	38.52	9.404	596	86.48
Montana	3	283,535.02		0.04	359	39.99	8.028	588	80.23
Nebraska	26	2,822,059.87		0.40	354	38.99	9.082	586	89.16
Nevada	68	14,658,808.95		2.07	359	38.66	8.474	602	79.96
New Hampshire	2	529,658.11		0.07	359	46.66	8.269	562	82.43
New Jersey	148	34,063,930.86		4.80	358	39.70	8.249	596	79.01
New Mexico	36	5,622,774.19		0.79	359	39.44	8.975	591	84.54
New York	114	30,329,143.64		4.27	358	40.44	8.133	598	75.61
North Carolina	45	6,337,803.85		0.89	359	39.29	8.960	583	85.12
Ohio	194	21,075,213.26		2.97	358	37.94	8.664	592	86.92
Oklahoma	38	3,519,024.36		0.50	356	38.51	9.129	580	86.75
Oregon	23	4,909,361.01		0.69	359	40.46	8.845	580	83.40
Pennsylvania	86	12,686,668.27		1.79	357	37.74	8.434	581	80.07
Rhode Island	14	3,336,968.22		0.47	359	39.69	8.363	616	84.64
South Carolina	26	3,259,619.29		0.46	356	38.01	8.895	572	83.48
Tennessee	33	4,162,643.64		0.59	351	40.02	8.844	590	88.16
Texas	249	27,325,052.72		3.85	355	38.33	8.821	599	82.37
Utah	59	9,666,864.59		1.36	359	39.79	8.565	615	83.66
Washington	76	15,844,753.47		2.23	359	43.10	8.600	603	84.08
Wisconsin	89	11,638,736.49		1.64	359	40.60	9.227	580	86.30
Wyoming	5	609,700.93		0.09	360	39.50	7.606	667	83.73
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

¹ Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE GROUP I COLLATERAL

Occupancy Status
OCCUPANCY STATUS*	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Primary	3,285	588,788,299.88		82.96	358	41.18	8.384	589	79.74
Investor	655	104,507,524.27		14.73	359	33.19	9.260	644	85.15
Second Home	81	16,421,956.01		2.31	358	40.15	8.435	648	81.54
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

¹ Original LTV if first lien, combined LTV if second lien.

*Based on mortgagor representation at origination.

Documentation Type
INCOME DOCUMENTATION	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Full Documentation	2,623	441,353,331.66		62.19	358	40.39	8.275	583	79.56
Stated Documentation	1,173	227,041,184.84		31.99	359	39.45	8.950	631	82.12
Limited Documentation	225	41,323,263.66		5.82	359	38.43	8.677	587	83.03
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

¹ Original LTV if first lien, combined LTV if second lien.

Loan Purpose
PURPOSE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Purchase	835	117,721,096.87		16.59	359	38.67	9.088	639	87.86
Refinance-Debt Consolidation No Cash Out**	268	40,304,676.77		5.68	358	40.70	8.441	599	82.68
Refinance-Debt Consolidation Cash Out***	2,918	551,692,006.52		77.73	358	40.20	8.397	590	78.87
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

¹ Original LTV if first lien, combined LTV if second lien.

** Cash proceeds to the borrower inclusive of debt consolidation payments do not exceed 2% or $2,000 of the original principal balance of the related loan. Excludes home equity loans originated in Texas with any cash proceeds.

*** Cash proceeds to the borrower inclusive of debt consolidation payments exceed 2% or $2,000 of the original principal balance of the related loan. Also includes all home equity loans originated in Texas with any cash proceeds.

DESCRIPTION OF THE GROUP I COLLATERAL

Credit Grade
RISK CATEGORY	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
I	2,667	459,371,277.57		64.73	358	39.85	8.338	615	82.28
II	845	157,486,021.69		22.19	359	39.98	8.601	576	80.29
III	235	44,649,723.52		6.29	359	40.50	8.887	561	76.60
IV	197	35,217,368.82		4.96	359	40.83	9.095	549	70.60
V	77	12,993,388.56		1.83	358	40.19	10.857	550	64.59
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

¹ Original LTV if first lien, combined LTV if second lien.

Property Type
PROPERTY TYPE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Single Family	3,069	520,186,357.20		73.29	358	40.12	8.491	594	80.47
Single Family Attached	7	1,114,490.79		0.16	360	36.26	7.993	624	77.48
Two-to-Four Family	265	59,228,727.73		8.35	359	38.66	8.615	622	80.23
Condo	264	45,223,091.54		6.37	359	39.84	8.676	622	82.55
PUD	400	80,795,910.94		11.38	359	40.19	8.510	598	80.49
PUD Attached	16	3,169,201.96		0.45	359	39.42	8.498	595	80.78
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

¹ Original LTV if first lien, combined LTV if second lien.

Prepayment Charge Term
PREPAYMENT CHARGE TERM AT ORIGINATION (MONTHS)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
No Prepayment Penalty	1,668	306,855,576.36		43.24	358	39.71	8.612	604	81.40
12 Months	123	25,460,760.70		3.59	358	39.16	8.496	608	78.42
24 Months	1,577	271,913,619.65		38.31	359	40.46	8.579	590	80.41
36 Months	653	105,487,823.45		14.86	357	39.70	8.070	604	79.14
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

¹ Original LTV if first lien, combined LTV if second lien.

Conforming Balances
CONFORMING BALANCE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Conforming	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

¹ Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE GROUP I COLLATERAL

Maximum Mortgage Rates of the Adjustable-Rate Loans
RANGE OF MAXIMUM MORTGAGE RATES (%)		NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)		DEBT-TO-INCOME (%)		GROSS COUPON (%)	FICO	OLTV1 (%)
12.000 - 12.499		29	6,977,260.45		1.20	359		41.35		6.317	632	72.35
12.500 - 12.999		150	32,678,905.78		5.62	358		40.43		6.803	616	75.65
13.000 - 13.499		239	51,244,978.32		8.81	359		40.93		7.246	613	76.79
13.500 - 13.999		493	99,829,331.75		17.17	358		40.63		7.764	608	77.10
14.000 - 14.499		435	80,506,645.99		13.85	359		40.31		8.257	595	80.00
14.500 - 14.999		587	104,488,849.79		17.97	359		39.18		8.730	590	82.83
15.000 - 15.499		415	69,359,063.14		11.93	359		40.08		9.219	588	84.47
15.500 - 15.999		407	69,216,758.03		11.90	359		39.36		9.711	591	85.90
16.000 - 16.499		224	34,991,912.61		6.02	359		38.99		10.206	600	86.93
16.500 - 16.999		124	17,456,532.99		3.00	359		37.68		10.717	593	85.06
17.000 - 17.499		44	6,941,973.10		1.19	359		38.91		11.169	584	83.97
17.500 - 17.999		36	4,741,644.94		0.82	359		39.05		11.787	548	72.94
18.000 - 18.499		15	3,046,292.15		0.52	359		41.06		12.163	530	73.89
Total:		3,198	581,480,149.04		100.00	359		39.91		8.626	598	81.15
·1Original LTV if first lien, combined LTV if second lien
Minimum Mortgage Rates of the Adjustable-Rate Loans
RANGE OF MINIMUM MORTGAGE RATES (%)	NUMBER OF MORTGAGE LOANS			PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)		GROSS COUPON (%)		FICO	OLTV1 (%)
6.000 - 6.499		29	6,977,260.45		1.20	359	41.35			6.317	632	72.35
6.500 - 6.999		150	32,678,905.78		5.62	358	40.43			6.803	616	75.65
7.000 - 7.499		239	51,244,978.32		8.81	359	40.93			7.246	613	76.79
7.500 - 7.999		493	99,829,331.75		17.17	358	40.63			7.764	608	77.10
8.000 - 8.499		435	80,506,645.99		13.85	359	40.31			8.257	595	80.00
8.500 - 8.999		587	104,488,849.79		17.97	359	39.18			8.730	590	82.83
9.000 - 9.499		415	69,359,063.14		11.93	359	40.08			9.219	588	84.47
9.500 - 9.999		407	69,216,758.03		11.90	359	39.36			9.711	591	85.90
10.000 - 10.499		224	34,991,912.61		6.02	359	38.99			10.206	600	86.93
10.500 - 10.999		124	17,456,532.99		3.00	359	37.68			10.717	593	85.06
11.000 - 11.499		44	6,941,973.10		1.19	359	38.91			11.169	584	83.97
11.500 - 11.999		36	4,741,644.94		0.82	359	39.05			11.787	548	72.94
12.000 - 12.499		15	3,046,292.15		0.52	359	41.06			12.163	530	73.89
Total:		3,198	581,480,149.04		100.00	359	39.91			8.626	598	81.15

^·1Original LTV if first lien, combined LTV if second lien

·

Gross Margins of the Adjustable-Rate Loans
RANGE OF GROSS MARGINS (%)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)		FICO		OLTV1 (%)
4.000 - 4.499	2	431,682.06		0.07	356	40.58		7.535	638	93.77
4.500 - 4.999	1	297,000.00		0.05	360	12.00		10.990	672	90.00
6.000 - 6.499	3,191	580,205,044.91		99.78	359	39.92		8.626	598	81.15
6.500 - 6.999	1	162,400.00		0.03	360	45.00		6.990	584	80.00
7.000 - 7.499	3	384,022.07		0.07	360	44.18		8.908	543	75.16
Total:	3,198	581,480,149.04		100.00	359	39.91		8.626	598	81.15

¹ Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE GROUP I COLLATERAL

Next Rate Adjustment Date of the Adjustable-Rate Loans
NEXT RATE ADJUSTMENT DATE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
September 1, 2007	15	2,151,776.67		0.37	353	40.97	8.320	588	89.99
October 1, 2007	5	548,995.29		0.09	354	26.88	8.265	627	91.58
November 1, 2007	2	215,950.57		0.04	355	19.65	9.503	612	92.59
December 1, 2007	13	1,833,191.38		0.32	356	35.32	9.175	584	85.00
January 1, 2008	48	8,635,884.06		1.49	357	39.37	8.764	600	85.77
February 1, 2008	77	12,483,380.82		2.15	358	41.78	9.105	585	80.55
March 1, 2008	1,254	232,449,224.24		39.98	359	40.43	8.750	591	80.81
April 1, 2008	746	128,837,974.00		22.16	360	38.90	8.614	602	80.68
September 1, 2008	8	964,797.81		0.17	353	45.45	8.227	518	83.36
October 1, 2008	5	1,419,007.90		0.24	354	41.39	7.524	596	84.32
November 1, 2008	8	1,660,488.75		0.29	355	43.14	8.307	561	83.12
December 1, 2008	5	798,820.78		0.14	356	39.49	8.506	623	85.29
January 1, 2009	22	3,351,543.81		0.58	357	36.40	8.605	599	83.18
February 1, 2009	29	5,387,212.27		0.93	358	40.07	9.057	587	86.35
March 1, 2009	597	111,800,551.69		19.23	358	39.88	8.377	604	80.88
April 1, 2009	364	68,941,349.00		11.86	360	40.12	8.533	606	82.00
Total:	3,198	581,480,149.04		100.00	359	39.91	8.626	598	81.15

¹ Original LTV if first lien, combined LTV if second lien.

Initial Periodic Rate Cap of the Adjustable-Rate Loans
INITIAL PERIODIC CAP (%)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
2.000	3,198	581,480,149.04		100.00	359	39.91	8.626	598	81.15
Total:	3,198	581,480,149.04		100.00	359	39.91	8.626	598	81.15

¹ Original LTV if first lien, combined LTV if second lien.

Periodic Rate Cap of the Adjustable-Rate Loans
PERIODIC CAP (%)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
1.000	3,198	581,480,149.04		100.00	359	39.91	8.626	598	81.15
Total:	3,198	581,480,149.04		100.00	359	39.91	8.626	598	81.15

¹ Original LTV if first lien, combined LTV if second lien.

Historical Delinquency of the Mortgage Loans Since Origination
STATUS	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
1 x 30	26	4,294,871.02		0.61	355	37.80	8.512	571	86.08
Never Delinquent	3,995	705,422,909.14		99.39	358	39.99	8.514	599	80.54
Total:	4,021	709,717,780.16		100.00	358	39.98	8.514	598	80.58

DESCRIPTION OF THE GROUP II COLLATERAL

Collateral Summary
Statistics given below are for the Mortgage Loans in the pool as of the Cut-off Date. Balances and percentages are based on the Cut-off Date scheduled balances of such Mortgage Loans (except in the case of Debt-to-Income and FICO, which are determined at origination).
	Summary Statistics	Range (if applicable)
Number of Mortgage Loans	2,749
Aggregate Current Principal Balance	$711,470,208
Average Current Principal Balance	$258,811	$19,988 to $999,322
Aggregate Original Principal Balance	$711,744,200
Average Original Principal Balance	$258,910	$20,000 to $1,000,000
Fully Amortizing Mortgage Loans	100.00%
1st Lien	97.46%
Weighted Avg. Gross Coupon	8.308%	6.000% to 13.050%
Weighted Avg. Original Term (months)	360	180 to 360
Weighted Avg. Remaining Term (months)	359	176 to 360
Weighted Avg. Margin (ARM Loans Only)	5.998%	4.000% to 6.000%
Weighted Avg. Maximum Rate (ARM Loans Only)	14.231%	12.000% to 18.150%
Weighted Avg. Minimum Rate (ARM Loans Only)	8.231%	6.000% to 12.150%
Weighted Avg. Original LTV (1)	82.96%	32.43% to 100.00%
Weighted Avg. Borrower FICO	633	500 to 811
Geographic Distribution (Top 5)	CA (42.19%)
	FL (14.19%)
	NY (6.82%)
	AZ (6.77%)
	IL (5.14%)

⁽¹⁾The loan-to-value(“OLTV”) of a first-lien mortgage at any given time is a fraction, expressed as a percentage, the numerator of which is the principal balance of the mortgage loan at the date of origination and the denominator of which is the lesser of the sales price of the related mortgage property and its appraised value determined in an appraisal obtained by the originator at origination of the mortgage loan. The OLTV of a second lien mortgage loan at any given time is a fraction, expressed as a percentage the numerator of which is (i) the sum of (a) the principal balance of such mortgage loan at the date of origination plus (b) the outstanding balance of the senior mortgage loan at the date of origination of such mortgage loan and the denominator of which is (ii) the lesser of the sales price of the related mortgage property and its appraised value determined in an appraisal obtained by the originator at origination of the mortgage loan.

DESCRIPTION OF THE GROUP II COLLATERAL

Collateral Type
COLLATERAL TYPE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)		% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)		FICO	OLTV1 (%)
2/6 MONTH LIBOR	1,013	261,602,785.94		36.77		359	40.09	8.501		618	82.54
2/6 MONTH LIBOR -2 YR IO	1	521,910.00		0.07		352	50.00	6.300		632	90.00
2/6 MONTH LIBOR - 5 YR IO	378	127,451,786.00		17.91		359	40.36	7.786		666	81.91
2/6 MONTH LIBOR - 40YR	409	135,133,951.09		18.99		359	41.74	8.188		630	82.72
3/6 MONTH LIBOR	261	70,941,330.11		9.97		359	41.26	8.383		631	83.84
3/6 MONTH LIBOR - 40 YR	110	33,305,824.30		4.68		359	42.62	8.049		639	82.62
3/6 MONTH LIBOR - 5 YR IO	54	18,870,898.00		2.65		359	42.08	7.618		655	81.53
FIXED RATE	490	52,014,803.01		7.31		356	39.86	9.369		623	87.93
FIXED RATE - 40 YR	21	6,481,369.46		0.91		359	40.71	7.716		627	81.69
FIXED RATE - 5YR IO	12	5,145,550.00		0.72		357	42.21	7.985		654	82.33
Total:	2,749	711,470,207.91		100.00		359	40.75	8.308		633	82.96
1 Original LTV if first lien, combined LTV if second lien.
Principal Balances at Origination*
RANGE OF PRINCIPAL BALANCES AT ORIGINATION ($)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF ORIGINATION ($)		% OF PRINCIPAL BALANCE AS OF ORIGINATION	REMAINING TERM TO MATURITY (months)*	DEBT-TO-INCOME (%)*	GROSS COUPON (%)*		FICO*	OLTV1 (%)
0.01 - 25,000.00	19	427,013.00			0.06	357	37.78	11.924	629			99.77
25,000.01 - 50,000.00	110	4,037,565.00			0.57	356	41.52	11.817	636			100.00
50,000.01 - 100,000.00	385	29,349,569.00			4.12	354	38.19	9.696	613			88.38
100,000.01 - 150,000.00	355	44,467,196.00			6.25	358	37.79	8.992	619			83.89
150,000.01 - 200,000.00	389	68,217,472.00			9.58	359	39.39	8.549	633			83.36
200,000.01 - 250,000.00	337	75,283,657.00			10.58	359	39.84	8.249	639			82.81
250,000.01 - 300,000.00	230	62,987,183.00			8.85	359	40.92	8.207	644			82.86
300,000.01 - 350,000.00	180	58,363,282.00			8.20	359	42.85	8.065	644			81.92
350,000.01 - 400,000.00	141	52,685,482.00			7.40	359	41.74	8.074	654			82.58
400,000.01 - 450,000.00	168	72,020,346.00			10.12	359	41.30	8.155	630			82.01
450,000.01 - 500,000.00	168	79,903,738.00			11.23	359	41.94	8.299	634			83.19
500,000.01 - 550,000.00	85	44,771,150.00			6.29	359	41.63	7.969	625			83.73
550,000.01 - 600,000.00	68	39,204,202.00			5.51	359	42.63	8.085	627			85.09
600,000.01 - 650,000.00	43	27,107,013.00			3.81	359	40.54	8.110	628			82.56
650,000.01 - 700,000.00	31	20,966,920.00			2.95	359	38.85	8.001	611			79.65
700,000.01 - 750,000.00	16	11,521,570.00			1.62	359	38.50	7.706	632			80.76
750,000.01 >=	24	20,430,842.00			2.87	359	40.93	7.739	611			74.63
Total:	2,749	711,744,200.00			100.00	359	40.75	8.308	633			82.96

¹ Original LTV if first lien, combined LTV if second lien.

*Based on the original balances of the Mortgage Loans.

DESCRIPTION OF THE GROUP II COLLATERAL

Principal Balance as of the Cut-Off Date
RANGE OF PRINCIPAL BALANCES AS OF THE CUT-OFF DATE ($)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
0.01 - 25,000.00	19	426,544.53		0.06	357	37.78	11.924	629	99.77
25,000.01 - 50,000.00	110	4,032,679.61		0.57	356	41.52	11.817	636	100.00
50,000.01 - 100,000.00	385	29,322,468.41		4.12	354	38.19	9.696	613	88.38
100,000.01 - 150,000.00	355	44,444,872.04		6.25	358	37.79	8.992	619	83.89
150,000.01 - 200,000.00	389	68,192,607.59		9.58	359	39.39	8.549	633	83.36
200,000.01 - 250,000.00	337	75,257,732.68		10.58	359	39.84	8.249	639	82.81
250,000.01 - 300,000.00	230	62,967,181.02		8.85	359	40.92	8.207	644	82.86
300,000.01 - 350,000.00	180	58,339,472.68		8.20	359	42.85	8.065	644	81.92
350,000.01 - 400,000.00	141	52,670,104.72		7.40	359	41.74	8.074	654	82.58
400,000.01 - 450,000.00	168	71,997,395.53		10.12	359	41.30	8.155	630	82.01
450,000.01 - 500,000.00	168	79,877,497.19		11.23	359	41.94	8.299	634	83.19
500,000.01 - 550,000.00	85	44,756,571.17		6.29	359	41.63	7.969	625	83.73
550,000.01 - 600,000.00	68	39,192,424.95		5.51	359	42.63	8.085	627	85.09
600,000.01 - 650,000.00	44	27,743,246.52		3.90	359	40.67	8.125	626	82.62
650,000.01 - 700,000.00	30	20,310,109.75		2.85	359	38.63	7.977	614	79.48
700,000.01 - 750,000.00	16	11,517,416.83		1.62	359	38.50	7.706	632	80.76
750,000.01 >=	24	20,421,882.69		2.87	359	40.93	7.739	611	74.63
Total:	2,749	711,470,207.91		100.00	359	40.75	8.308	633	82.96

¹ Original LTV if first lien, combined LTV if second lien.

Remaining Term to Maturity
RANGE OF MONTHS REMAINING	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
121 to 180	7	494,025.90		0.07	178	34.96	8.812	611	81.18
181 to 240	4	377,377.87		0.05	238	42.66	9.899	614	89.92
301 to 360	2,738	710,598,804.14		99.88	359	40.75	8.307	633	82.95
Total:	2,749	711,470,207.91		100.00	359	40.75	8.308	633	82.96

¹ Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE GROUP II COLLATERAL

Mortgage Rates

RANGE OF CURRENT MORTGAGE RATES (%)	NUMBER OF MORTGAGE LOANS	PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
6.000 - 6.499	16	6,598,396.17	0.93	357	36.92	6.255	652	81.55
6.500 - 6.999	170	62,091,321.28	8.73	359	41.18	6.821	642	78.98
7.000 - 7.499	322	103,714,441.05	14.58	359	40.26	7.261	640	79.90
7.500 - 7.999	521	157,466,670.22	22.13	359	41.16	7.764	646	80.48
8.000 - 8.499	423	115,939,851.26	16.30	359	40.94	8.243	633	82.05
8.500 - 8.999	415	108,857,031.81	15.30	359	41.26	8.732	627	83.52
9.000 - 9.499	228	57,203,498.30	8.04	359	40.21	9.228	619	86.83
9.500 - 9.999	193	43,427,836.05	6.10	359	39.63	9.709	606	87.85
10.000 - 10.499	101	20,432,263.21	2.87	359	40.56	10.211	607	88.60
10.500 - 10.999	86	14,841,616.79	2.09	359	39.32	10.728	619	93.73
11.000 - 11.499	66	7,129,229.72	1.00	356	40.14	11.219	614	94.65
11.500 - 11.999	71	5,317,040.79	0.75	355	41.25	11.713	632	97.04
12.000 - 12.499	83	4,979,734.28	0.70	355	42.06	12.184	627	99.47
12.500 - 12.999	53	3,447,687.72	0.48	354	42.89	12.664	620	99.31
13.000 - 13.499	1	23,589.26	0.00	358	49.00	13.050	591	100.00
Total:	2,749	711,470,207.91	100.00	359	40.75	8.308	633	82.96

¹ Original LTV if first lien, combined LTV if second lien.

Original Loan-to-Value Ratios(1)
RANGE OF ORIGINAL LOAN-TO-VALUE RATIOS (%)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV2 (%)
30.01 to 35.00	2	149,957.22		0.02	360	23.80	7.460	595	33.35
35.01 to 40.00	3	969,340.58		0.14	359	39.03	7.674	580	38.01
40.01 to 45.00	1	139,895.05		0.02	359	41.00	7.450	588	41.79
45.01 to 50.00	6	632,057.67		0.09	359	40.21	8.035	588	48.14
50.01 to 55.00	6	2,342,891.80		0.33	360	43.65	7.724	592	52.35
55.01 to 60.00	11	3,535,272.01		0.50	355	35.37	8.020	589	58.50
60.01 to 65.00	36	8,348,121.76		1.17	358	39.39	8.125	589	63.85
65.01 to 70.00	55	16,970,326.22		2.39	358	36.27	8.199	583	68.30
70.01 to 75.00	76	24,958,706.40		3.51	359	42.43	8.015	600	73.85
75.01 to 80.00	1,434	403,834,960.42		56.76	359	41.23	7.906	648	79.93
80.01 to 85.00	145	48,063,836.83		6.76	359	39.84	8.138	608	84.20
85.01 to 90.00	363	96,828,736.78		13.61	359	39.92	8.729	603	89.80
90.01 to 95.00	280	78,473,747.06		11.03	359	40.52	9.144	629	94.76
95.01 to 100.00	331	26,222,358.11		3.69	356	41.16	11.295	651	99.97
Total:	2,749	711,470,207.91		100.00	359	40.75	8.308	633	82.96

⁽¹⁾The loan-to-value(“OLTV”) of a first-lien mortgage at any given time is a fraction, expressed as a percentage, the numerator of which is the principal balance of the mortgage loan at the date of origination and the denominator of which is the lesser of the sales price of the related mortgage property and its appraised value determined in an appraisal obtained by the originator at origination of the mortgage loan. The OLTV of a second lien mortgage loan at any given time is a fraction, expressed as a percentage the numerator of which is (i) the sum of (a) the principal balance of such mortgage loan at the date of origination plus (b) the outstanding balance of the senior mortgage loan at the date of origination of such mortgage loan and the denominator of which is (ii) the lesser of the sales price of the related mortgage property and its appraised value determined in an appraisal obtained by the originator at origination of the mortgage loan.

² Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE GROUP II COLLATERAL

FICO Score at Origination
RANGE OF FICO SCORES	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
500 to 519	71	12,717,631.66		1.79	359	39.46	9.185	510	80.23
520 to 539	81	20,365,513.52		2.86	359	39.87	9.068	531	82.08
540 to 559	116	30,267,954.74		4.25	358	38.63	8.758	551	83.31
560 to 579	128	34,870,585.62		4.90	358	37.53	8.626	568	82.61
580 to 599	295	72,492,305.30		10.19	359	40.48	8.279	590	82.46
600 to 619	451	111,618,069.63		15.69	359	40.62	8.362	609	84.32
620 to 639	545	142,116,009.78		19.97	359	42.33	8.292	629	82.95
640 to 659	363	93,545,811.61		13.15	359	41.40	8.239	650	82.65
660 to 679	228	65,501,223.37		9.21	359	40.98	8.057	669	82.43
680 to 699	173	49,419,432.11		6.95	359	40.88	8.012	688	82.85
700 to 719	107	30,291,889.91		4.26	359	40.48	7.991	710	82.98
720 to 739	77	21,147,801.59		2.97	359	39.73	8.024	728	83.31
740 to 759	60	12,420,894.58		1.75	359	39.13	8.448	749	83.93
760 to 779	28	7,356,183.20		1.03	359	38.58	8.319	771	83.49
780 to 799	20	6,407,577.77		0.90	359	41.53	8.006	787	80.23
800 or greater	6	931,323.52		0.13	359	38.94	8.723	804	83.41
Total:	2,749	711,470,207.91		100.00	359	40.75	8.308	633	82.96

¹ Original LTV if first lien, combined LTV if second lien.

Debt-to-Income Ratio
RANGE OF DEBT-TO-INCOME RATIOS (%)	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
0.01 - 20.00	116	31,531,696.23		4.43	359	14.93	8.103	621	82.76
20.01 - 25.00	112	24,495,218.73		3.44	359	23.07	8.471	622	83.73
25.01 - 30.00	173	38,031,805.60		5.35	358	28.16	8.278	633	82.58
30.01 - 35.00	293	59,976,281.61		8.43	359	33.22	8.395	634	82.94
35.01 - 40.00	458	112,297,602.54		15.78	359	38.19	8.378	634	82.54
40.01 - 45.00	655	169,784,308.44		23.86	359	43.17	8.354	633	82.97
45.01 - 50.00	913	266,370,957.58		37.44	359	48.05	8.248	636	83.48
50.01 - 55.00	29	8,982,337.18		1.26	359	52.96	8.176	594	72.57
Total:	2,749	711,470,207.91		100.00	359	40.75	8.308	633	82.96

¹ Original LTV if first lien, combined LTV if second lien.

DESCRIPTION OF THE GROUP II COLLATERAL

Geographic Distribution
STATE	NUMBER OF MORTGAGE LOANS		PRINCIPAL BALANCE AS OF THE CUT-OFF DATE ($)	% OF PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	REMAINING TERM TO MATURITY (months)	DEBT-TO-INCOME (%)	GROSS COUPON (%)	FICO	OLTV1 (%)
Alabama	4	422,659.16		0.06	359	42.92	9.085	597	90.66
Alaska	5	1,011,964.93		0.14	359	41.09	7.953	594	79.79
Arizona	249	48,201,792.54		6.77	359	39.29	8.532	631	82.78
Arkansas	2	287,809.36		0.04	359	45.34	11.109	558	90.00
California	797	300,182,448.84		42.19	359	41.77	8.108	638	82.00
Colorado	18	3,760,117.09		0.53	359	41.27	7.743	614	84.22
Connecticut	16	3,358,696.21		0.47	359	45.51	8.757	633	81.47
Delaware	3	363,889.04		0.05	359	39.61	7.881	571	71.37
Florida	457	100,953,638.28		14.19	359	40.25	8.247	639	82.39
Georgia	1	22,517.28		0.00	357	32.00	12.000	600	100.00
Hawaii	15	5,182,957.79		0.73	359	38.53	7.850	665	85.73
Idaho	5	819,913.14		0.12	359	39.24	8.172	594	79.88
Illinois	149	36,580,780.24		5.14	359	41.70	8.646	641	83.78
Indiana	20	2,678,572.69		0.38	359	32.45	9.510	597	89.26
Iowa	9	668,980.62		0.09	359	44.98	8.939	584	87.96
Kansas	5	433,587.77		0.06	360	38.49	9.754	571	90.66
Kentucky	10	866,868.01		0.12	359	39.15	9.122	558	85.56
Louisiana	39	3,918,548.17		0.55	359	37.38	9.121	613	86.55
Maine	2	350,986.66		0.05	359	42.72	9.515	620