STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

                                    Depositor


                           FREMONT INVESTMENT & LOAN,

                                    Servicer


                                       and


                             WELLS FARGO BANK N.A.,

                                     Trustee


                         POOLING AND SERVICING AGREEMENT
                           Dated as of October 1, 2006


                Carrington Mortgage Loan Trust, Series 2006-FRE2
                     Asset-Backed Pass-Through Certificates







                                               TABLE OF CONTENTS

                                                                                                            PAGE

ARTICLE I       DEFINITIONS; USAGE.............................................................................4

       SECTION 1.01     Defined Terms..........................................................................4
       SECTION 1.02     Allocation of Certain Interest Shortfalls.............................................51
       SECTION 1.03     Rules of Usage........................................................................52

ARTICLE II      CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...............................52

       SECTION 2.01     Conveyance of the Mortgage Loans......................................................52
       SECTION 2.02     Acceptance of REMIC I by Trustee......................................................55
       SECTION 2.03     Repurchase or Substitution of Mortgage Loans by the Responsible Party
                        and the Seller........................................................................56
       SECTION 2.04     [Reserved]............................................................................59
       SECTION 2.05     Representations, Warranties and Covenants of the Servicer.............................59
       SECTION 2.06     Issuance of the REMIC I Regular Interests and the Class R-I Interest..................61
       SECTION 2.07     Conveyance of the REMIC I Regular Interests; Acceptance of REMIC II
                        by the Trustee........................................................................61
       SECTION 2.08     Issuance of Class R Certificates......................................................62

ARTICLE III     ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS............................................62

       SECTION 3.01     Servicer to Act as Servicer...........................................................62
       SECTION 3.02     Sub-Servicing Agreements Between Servicer and Sub-Servicers...........................64
       SECTION 3.03     Successor Sub-Servicers...............................................................65
       SECTION 3.04     Liability of the Servicer.............................................................65
       SECTION 3.05     No Contractual Relationship Between Sub-Servicers, the Trustee or the
                        Certificateholders....................................................................66
       SECTION 3.06     Assumption or Termination of Sub-Servicing Agreements by the Trustee..................66
       SECTION 3.07     Collection of Certain Mortgage Loan Payments..........................................66
       SECTION 3.08     Sub-Servicing Accounts................................................................67
       SECTION 3.09     Collection of Taxes, Assessments and Similar Items; Servicing Accounts................67
       SECTION 3.10     Custodial Account and Certificate Account.............................................68
       SECTION 3.11     Withdrawals from the Custodial Account and Certificate Account........................71
       SECTION 3.12     Investment of Funds in the Custodial Account and the Certificate
                        Account...............................................................................72
       SECTION 3.13     [Reserved]............................................................................74
       SECTION 3.14     Maintenance of Hazard Insurance and Errors and Omissions and Fidelity
                        Coverage..............................................................................74
       SECTION 3.15     Enforcement of Due-On-Sale Clauses; Assumption Agreements.............................75



                                       -i-





                                               TABLE OF CONTENTS
                                                  (continued)

                                                                                                            PAGE

       SECTION 3.16     Realization Upon Defaulted Mortgage Loans.............................................76
       SECTION 3.17     Trustee to Cooperate; Release of Mortgage Files.......................................78
       SECTION 3.18     Servicing Compensation................................................................79
       SECTION 3.19     Reports to the Trustee and Others; Custodial Account Statements.......................80
       SECTION 3.20     [Reserved]............................................................................80
       SECTION 3.21     [Reserved]............................................................................80
       SECTION 3.22     Access to Certain Documentation.......................................................80
       SECTION 3.23     Title, Management and Disposition of REO Property.....................................80
       SECTION 3.24     Obligations of the Servicer in Respect of Prepayment Interest
                        Shortfalls............................................................................84
       SECTION 3.25     Obligations of the Servicer in Respect of Mortgage Rates and Monthly
                        Payments..............................................................................84
       SECTION 3.26     Advance Facility......................................................................84

ARTICLE IV      PAYMENTS TO CERTIFICATEHOLDERS................................................................85

       SECTION 4.01     Distributions.........................................................................85
       SECTION 4.02     Statements to Certificateholders......................................................92
       SECTION 4.03     Remittance Reports; Advances..........................................................96
       SECTION 4.04     Allocation of Realized Losses.........................................................97
       SECTION 4.05     Compliance with Withholding Requirements..............................................99
       SECTION 4.06     Exchange Commission; Additional Information...........................................99
       SECTION 4.07     The Swap Agreement...................................................................104
       SECTION 4.08     Tax Treatment of Swap Payments and Swap Termination Payments.........................106

ARTICLE V       THE CERTIFICATES.............................................................................107

       SECTION 5.01     The Certificates.....................................................................107
       SECTION 5.02     Registration of Transfer and Exchange of Certificates................................109
       SECTION 5.03     Mutilated, Destroyed, Lost or Stolen Certificates....................................115
       SECTION 5.04     Persons Deemed Owners................................................................115
       SECTION 5.05     Certain Available Information........................................................115

ARTICLE VI      THE DEPOSITOR AND THE SERVICER...............................................................116

       SECTION 6.01     Respective Liabilities of the Depositor and the Servicer.............................116
       SECTION 6.02     Merger or Consolidation of the Depositor or the Servicer.............................116
       SECTION 6.03     Limitation on Liability of the Depositor, the Servicer and Others....................117
       SECTION 6.04     Limitation on Resignation of the Servicer............................................118
       SECTION 6.05     Rights of the Depositor in Respect of the Servicer...................................118

ARTICLE VII     DEFAULT......................................................................................119

       SECTION 7.01     Servicer Events of Default...........................................................119
       SECTION 7.02     Trustee to Act; Appointment of Successor.............................................121



                                      -ii-





                                               TABLE OF CONTENTS
                                                  (continued)

                                                                                                            PAGE

       SECTION 7.03     Notification to Certificateholders...................................................122
       SECTION 7.04     Waiver of Servicer Events of Default.................................................122

ARTICLE VIII    CONCERNING THE TRUSTEE.......................................................................122

       SECTION 8.01     Duties of Trustee....................................................................123
       SECTION 8.02     Certain Matters Affecting the Trustee................................................124
       SECTION 8.03     Trustee Not Liable for Certificates or Mortgage Loans................................125
       SECTION 8.04     Trustee May Own Certificates.........................................................126
       SECTION 8.05     Trustee's Fees and Expenses..........................................................126
       SECTION 8.06     Eligibility Requirements for Trustee.................................................126
       SECTION 8.07     Resignation and Removal of the Trustee...............................................127
       SECTION 8.08     Successor Trustee....................................................................127
       SECTION 8.09     Merger or Consolidation of Trustee...................................................128
       SECTION 8.10     Appointment of Co-Trustee or Separate Trustee........................................128
       SECTION 8.11     Trustee to Execute Swap Agreement....................................................129
       SECTION 8.12     Appointment of Office or Agency......................................................129
       SECTION 8.13     Representations and Warranties of the Trustee........................................129
       SECTION 8.14     Valid, Legal and Binding Obligation..................................................130

ARTICLE IX      TERMINATION..................................................................................130

       SECTION 9.01     Termination Upon Repurchase or Liquidation of All Mortgage Loans.....................130
       SECTION 9.02     Additional Termination Requirements..................................................132

ARTICLE X       REMIC PROVISIONS.............................................................................133

       SECTION 10.01    REMIC Administration.................................................................133
       SECTION 10.02    Prohibited Transactions and Activities...............................................135
       SECTION 10.03    Servicer and Trustee Indemnification.................................................136

ARTICLE XI      TRUSTEE COMPLIANCE WITH REGULATION AB........................................................136

       SECTION 11.01    Intent of the Parties; Reasonableness................................................136
       SECTION 11.02    Additional Representations and Warranties of the Trustee.............................136
       SECTION 11.03    Information to Be Provided by the Trustee............................................137
       SECTION 11.04    Report on Assessment of Compliance and Attestation...................................138
       SECTION 11.05    Indemnification; Remedies............................................................138

ARTICLE XII     SERVICER COMPLIANCE WITH REGULATION AB.......................................................139

       SECTION 12.01    [Reserved]...........................................................................139
       SECTION 12.02    [Reserved]...........................................................................139
       SECTION 12.03    Information to Be Provided by the Servicer...........................................139
       SECTION 12.04    Servicer Compliance Statement........................................................140
       SECTION 12.05    Report on Assessment of Compliance and Attestation...................................140
       SECTION 12.06    Use of Sub-Servicers and Subcontractors..............................................141
       SECTION 12.07    Indemnification; Remedies............................................................142



                                      -iii-





                                               TABLE OF CONTENTS
                                                  (continued)

                                                                                                            PAGE

ARTICLE XIII    MISCELLANEOUS PROVISIONS.....................................................................144

       SECTION 13.01    Amendment............................................................................144
       SECTION 13.02    Recordation of Agreement; Counterparts...............................................146
       SECTION 13.03    Limitation on Rights of Certificateholders...........................................146
       SECTION 13.04    Governing Law........................................................................147
       SECTION 13.05    Notices..............................................................................147
       SECTION 13.06    Severability of Provisions...........................................................148
       SECTION 13.07    Notice to Rating Agencies............................................................148
       SECTION 13.08    Article and Section References.......................................................149
       SECTION 13.09    Grant of Security Interest...........................................................149
       SECTION 13.10    Intention of Parties.................................................................150
       SECTION 13.11    Assignment...........................................................................150
       SECTION 13.12    Inspection and Audit Rights..........................................................150
       SECTION 13.13    Certificates Nonassessable and Fully Paid............................................150
       SECTION 13.14    Third-Party Beneficiaries............................................................151
       SECTION 13.15    Perfection Representations...........................................................151
       SECTION 13.16    Notice to Holder of Class CE Certificate.............................................151

ARTICLE XIV     RIGHTS OF THE CLASS CE CERTIFICATEHOLDER.....................................................151

       SECTION 14.01    Reports and Notices..................................................................151
       SECTION 14.02    Class CE Certificateholder's Directions With Respect to Defaulted
                        Mortgage Loans.......................................................................153



                                      -iv-



Exhibits
--------

Exhibit A-1      Form of Class A-1 Certificates
Exhibit A-2      Form of Class A-2 Certificates
Exhibit A-3      Form of Class A-3 Certificates
Exhibit A-4      Form of Class A-4 Certificates
Exhibit A-5      Form of Class A-5 Certificates
Exhibit A-6      Form of Class M-1 Certificates
Exhibit A-7      Form of Class M-2 Certificates
Exhibit A-8      Form of Class M-3 Certificates
Exhibit A-9      Form of Class M-4 Certificates
Exhibit A-10     Form of Class M-5 Certificates
Exhibit A-11     Form of Class M-6 Certificates
Exhibit A-12     Form of Class M-7 Certificates
Exhibit A-13     Form of Class M-8 Certificates
Exhibit A-14     Form of Class M-9 Certificates
Exhibit A-15     Form of Class M-10 Certificates
Exhibit A-16     Form of Class CE Certificate
Exhibit A-17     Form of Class P Certificate
Exhibit A-18     Form of Class R-I Certificate
Exhibit A-19     Form of Class R-II Certificate
Exhibit B        [Reserved]
Exhibit C-1      Form of Trustee's Initial Certification
Exhibit C-2      Form of Trustee's Final Certification
Exhibit D        Form of Mortgage Loan Purchase Agreement
Exhibit E        Request for Release
Exhibit F-1      Form of Transferor Representation Letter and Form of Transferee
                 Representation Letter in Connection with Transfer of the
                 Private Certificates Pursuant to Rule 144A Under the 1933 Act
Exhibit F-2      Form of Transfer Affidavit and Agreement and Form of Transferor
                 Affidavit in Connection with Transfer of Residual Certificates
Exhibit G        Form of Certification with respect to ERISA and the Code
Exhibit H        Form of Lost Note Affidavit
Exhibit I-1      Form of Servicer's 10-K Certification
Exhibit I-2      Form of Certification to be Provided to Servicer by the Trustee
Exhibit J        Form Servicing Criteria to be Addressed in Assessment of
                 Compliance
Exhibit K-1      Form of Swap Agreement
Exhibit K-2      Schedule of Swap Agreement Notional Balances
Exhibit L        Form of Report Pursuant to Section 13.01

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


                                       -v-



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

                             PRELIMINARY STATEMENT:

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

                                     REMIC I

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



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

    I-LTAA           Variable (2)             $965,331,753.58            October 2036
    I-LTA1           Variable (2)                  $1,622,380            October 2036
    I-LTA2           Variable (2)                  $1,037,540            October 2036
    I-LTA3           Variable (2)                  $1,252,320            October 2036
    I-LTA4           Variable (2)                    $956,890            October 2036
    I-LTA5           Variable (2)                  $2,809,200            October 2036
    I-LTM1           Variable (2)                    $438,340            October 2036
    I-LTM2           Variable (2)                    $320,140            October 2036
    I-LTM3           Variable (2)                    $187,160            October 2036
    I-LTM4           Variable (2)                    $172,380            October 2036
    I-LTM5           Variable (2)                    $167,460            October 2036
    I-LTM6           Variable (2)                    $157,610            October 2036
    I-LTM7           Variable (2)                    $147,750            October 2036
    I-LTM8           Variable (2)                    $128,050            October 2036
    I-LTM9           Variable (2)                     $98,500            October 2036
    I-LTM10          Variable (2)                     $98,500            October 2036
    I-LTZZ           Variable (2)              $10,106,430.08            October 2036
     I-LTP           Variable (2)                     $100.00            October 2036

_____________________



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

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


                                        2



                                    REMIC II

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



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

  Class A-1(2)          Variable(2)               $162,238,000                 May 25, 2030
  Class A-2(2)          Variable(2)               $103,754,000                March 25, 2035
  Class A-3(2)          Variable(2)               $125,232,000              September 25, 2036
  Class A-4(2)          Variable(2                $95,689,000               September 25, 2036
  Class A-5(2)          Variable(2)               $280,920,000                March 25, 2035
  Class M-1(2)          Variable(2)               $43,834,000                October 25, 2036
  Class M-2(2)          Variable(2)               $32,014,000                October 25, 2036
  Class M-3(2)          Variable(2)               $18,716,000                October 25, 2036
  Class M-4(2)          Variable(2)               $17,238,000                October 25, 2036
  Class M-5(2)          Variable(2)               $16,746,000                October 25, 2036
  Class M-6(2)          Variable(2)               $15,761,000                October 25, 2036
  Class M-7(2)          Variable(2)               $14,775,000                October 25, 2036
  Class M-8(2)          Variable(2)               $12,805,000                October 25, 2036
  Class M-9(2)          Variable(2)                $9,850,000                October 25, 2036
  Class M-10(2)         Variable(2)                $9,850,000                October 25, 2036
   Class CE(3)          Variable(4)              $25,610,503.66                     N/A
     Class P              N/A(5)                    $100.00                         N/A


____________________

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

(2)   Calculated in accordance with the definition of "Pass-Through Rate"
      herein. The Class A and Class M Certificates represent ownership of REMIC
      II Regular Interests, together with certain rights to payments to be made
      from amounts received under the Swap Agreement which payments are treated
      for federal income tax purposes as being made outside of REMIC II by the
      holder of the Class CE Certificates, as the owner of the Swap Agreement.

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

(4)   The Class CE Certificates will accrue interest at its variable
      Pass-Through Rate on the Notional Amount of the Class CE-IO outstanding
      from time to time which notional amount shall equal the aggregate
      Uncertificated Balance of the REMIC I Regular Interests. The Class CE
      Certificates will not accrue interest on its Certificate Principal
      Balance. The rights of the Holder of the Class CE Certificates to payments
      from the Swap Agreement shall be outside and apart from its rights under
      the REMIC II Regular Interests CE-IO and CE-PO.

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

      As of the Cut-off Date, the Mortgage Loans had an aggregate Stated
Principal Balance equal to $985,032,503.66.


                                        3



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

                                    ARTICLE I

                               DEFINITIONS; USAGE

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

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

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

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

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

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

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


                                        4



      "Adjustment Date": With respect to each Adjustable-Rate Mortgage Loan, the
first day of the month in which the Mortgage Rate of such Mortgage Loan changes
pursuant to the related Mortgage Note. The first Adjustment Date following the
Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth in the
Mortgage Loan Schedule.

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

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

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

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

      "Affected Party": As defined in the Swap Agreement.

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

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

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

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

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


                                        5



3.23, (c) the aggregate of any amounts deposited in the Certificate Account by
the Servicer in respect of Prepayment Interest Shortfalls for such Distribution
Date pursuant to Section 3.24, (d) the aggregate of any Advances made by the
Servicer for such Distribution Date pursuant to Section 4.03 and (e) the
aggregate of any Advances made by the Trustee as successor Servicer or any other
successor Servicer for such Distribution Date pursuant to Section 7.02, reduced
(to not less than zero), by (2) the portion of the amount described in clause
(1)(a) above that represents (i) Monthly Payments on the Mortgage Loans received
from a Mortgagor on or prior to the Determination Date but due during any Due
Period subsequent to the related Due Period, (ii) Principal Prepayments on the
Mortgage Loans received after the related Prepayment Period (together with any
interest payments received with such Principal Prepayments to the extent they
represent the payment of interest accrued on the Mortgage Loans during a period
subsequent to the related Prepayment Period) (other than Prepayment Charges),
(iii) Liquidation Proceeds and Insurance Proceeds received in respect of the
Mortgage Loans after the related Prepayment Period, (iv) amounts reimbursable or
payable to the Depositor, the Servicer, the Trustee, the Seller or any
Sub-Servicer pursuant to Section 3.11, Section 3.12, Section 8.05 or otherwise
payable in respect of Extraordinary Trust Fund Expenses, (v) the Trustee Fee
payable from the Certificate Account pursuant to Section 8.05, (vi) amounts
deposited in the Custodial Account or the Certificate Account in error, (vii)
the amount of any Prepayment Charges collected by the Servicer in connection
with the Principal Prepayment of any of the Mortgage Loans or any Servicer
Prepayment Charge Payment Amount and (viii) any Net Swap Payment owed to the
Swap Counterparty and Swap Termination Payments owed to the Swap Counterparty
not due to a Swap Counterparty Trigger Event for such Distribution Date.

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

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

      "Bloomberg":  As defined in Section 4.02.

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

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

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

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


                                        6



      "Certificate": Any one of the Carrington Mortgage Loan Trust, Series
2006-FRE2 Asset-Backed Pass-Through Certificates, Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class CE, Class P
and Class R issued under this Agreement.

      "Certificate Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.10(b), which shall be entitled
"Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of
Carrington Mortgage Loan Trust, Series 2006-FRE2 Asset-Backed Pass-Through
Certificates." The Certificate Account must be an Eligible Account.

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

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

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

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


                                        7



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

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

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

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

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

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

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

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

      "Class A Certificates": Collectively, the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates
and the Class A-5 Certificates.

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


                                        8



Principal Balance of the Mortgage Loans as of the last day of the related Due
Period over the Overcollateralization Floor Amount.

      "Class CE Certificate": Any one of the Class CE Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-16 and evidencing two Regular Interests in REMIC II for
purposes of the REMIC Provisions together with certain rights to payments under
the Swap Agreement.

      "Class M-1 Certificate": Any one of the Class M-1 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-6 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments from the
Swap Account to the extent described herein.

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

      "Class M-2 Certificate": Any one of the Class M-2 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-7 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments from the
Swap Account to the extent described herein.

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

      "Class M-3 Certificate": Any one of the Class M-3 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-8 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments from the
Swap Account to the extent described herein.


                                        9



      "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) the applicable Subordination Percentage and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period and (B) the excess, if any, of the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period over the
Overcollateralization Floor Amount.

      "Class M-4 Certificate": Any one of the Class M-4 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-9 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments from the
Swap Account to the extent described herein.

      "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) the applicable Subordination
Percentage and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period over the Overcollateralization Floor Amount.

      "Class M-5 Certificate": Any one of the Class M-5 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-10 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments from the
Swap Account to the extent described herein.

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


                                       10



taking into account the distribution of the Class M-2 Principal Distribution
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the distribution of the Class
M-3 Principal Distribution Amount on such Distribution Date), (v) the
Certificate Principal Balance of the Class M-4 Certificates (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on such
Distribution Date) and (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) the applicable Subordination Percentage and (ii) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period and (B) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period over the Overcollateralization Floor Amount.

      "Class M-6 Certificate": Any one of the Class M-6 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-11 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments from the
Swap Account to the extent described herein.

      "Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) the applicable
Subordination Percentage and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period and (B) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period over the Overcollateralization Floor
Amount.

      "Class M-7 Certificate": Any one of the Class M-7 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-12 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments from the
Swap Account to the extent described herein.

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


                                       11



taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (iii) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date) and (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) the applicable
Subordination Percentage and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period and (B) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period over the Overcollateralization Floor
Amount.

      "Class M-8 Certificate": Any one of the Class M-8 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-13 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments from the
Swap Account to the extent described herein.

      "Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) the applicable
Subordination Percentage and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period and (B) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period over the Overcollateralization Floor
Amount.


                                       12



      "Class M-9 Certificate": Any one of the Class M-9 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-14 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments from the
Swap Account to the extent described herein.

      "Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) the applicable Subordination Percentage and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period and (B) the excess, if any, of the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period over the
Overcollateralization Floor Amount.

      "Class M-10 Certificate": Any one of the Class M-10 Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-15 and evidencing (i) a Regular Interest in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive payments from the
Swap Account to the extent described herein.

      "Class M-10 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after


                                       13



taking into account the distribution of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of the
Class M-5 Certificates (after taking into account the distribution of the Class
M-5 Principal Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
(after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date) and (xi) the Certificate
Principal Balance of the Class M-10 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) the applicable
Subordination Percentage and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period and (B) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period over the Overcollateralization Floor
Amount.

      "Class M Principal Distribution Amount": The Class M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3
Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the
Class M-5 Principal Distribution Amount, the Class M-6 Principal Distribution
Amount, the Class M-7 Principal Distribution Amount, the Class M-8 Principal
Distribution Amount, the Class M-9 Principal Distribution Amount or the Class
M-10 Principal Distribution Amount, as applicable.

      "Class P Certificate": Any one of the Class P Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-17 evidencing a Regular Interest in REMIC II for purposes of
the REMIC Provisions.

      "Class R Certificate": Any one of the Class R Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-18 and Exhibit A-9 evidencing the ownership of the Class R-I
Interest and the Class R-II Interest, respectively.

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

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

      "Closing Date": October 18, 2006.

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

      "Commission": The Securities and Exchange Commission.

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


                                       14



      "Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this Agreement is located at (i) for purposes of the
transfer and exchange of the certificates, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust Services -
Carrington 2006-FRE2, and (ii) for all other purposes, 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Client Manager - Carrington 2006-FRE2.

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

              REMIC I REGULAR INTEREST          CERTIFICATE
            --------------------------------------------------
                       I-LTA1                    Class A-1
                       I-LTA2                    Class A-2
                       I-LTA3                    Class A-3
                       I-LTA4                    Class A-4
                       I-LTA5                    Class A-5
                       I-LTM1                    Class M-1
                       I-LTM2                    Class M-2
                       I-LTM3                    Class M-3
                       I-LTM4                    Class M-4
                       I-LTM5                    Class M-5
                       I-LTM6                    Class M-6
                       I-LTM7                    Class M-7
                       I-LTM8                    Class M-8
                       I-LTM9                    Class M-9
                       I-LTM10                   Class M-10
                        I-LTP                     Class P

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

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

      "Custodial Account": The account or accounts created and maintained, or
caused to be created and maintained, by the Servicer pursuant to Section
3.10(a), which shall be entitled "Fremont Investment & Loan, as Servicer for
Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of
Carrington Mortgage Loan Trust, Series 2006-FRE2, Asset-Backed Pass-Through
Certificates." The Custodial Account must be an Eligible Account.


                                       15



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

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

      "Defaulting Party": As defined in the Swap Agreement.

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

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

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

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

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

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

      "Depository Institution": Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations (or,
in the case of a depository institution that is the principal subsidiary of a
holding company, such holding company has unsecured commercial paper or other
short-term unsecured debt


                                       16



obligations) that are rated at least P-1 by Moody's, F-1 by Fitch (if rated by
Fitch) and A-1+ by S&P.

      "Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

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

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

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

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


                                       17



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

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

      "EDGAR": As defined in Section 4.06.

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

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

      "Escrow Payments": As defined in Section 3.09.

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

      "Exchange Act": As defined in Section 4.06.

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

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

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


                                       18



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

      "Final Recovery Determination": With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Responsible Party, the Depositor or the Servicer pursuant to or as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01), a determination
made by the Servicer that all Insurance Proceeds, Liquidation Proceeds and other
payments or recoveries which the Servicer, in its reasonable good faith
judgment, expects to be finally recoverable in respect thereof have been so
recovered. The Servicer shall maintain records, prepared by a Servicing Officer,
of each Final Recovery Determination made thereby.

      "Fitch": Fitch Ratings, or its successor in interest.

      "Fixed Swap Payment": With respect to the Business Day prior to any
Distribution Date on or prior to the Distribution Date in June 2010, an amount
equal to the product of (x) a fixed rate equal to 5.076% per annum, (y) the Swap
Agreement Notional Balance for that Distribution Date and (z)(i) with respect to
the Business Day prior to the initial Distribution Date, a fraction, the
numerator of which is the number of days from and including the Closing Date to
and including the day preceding the initial Distribution Date and the
denominator of which is 360 and (ii) with respect to the Business day prior to
each Distribution Date thereafter, a fraction, the numerator of which is 30 and
the denominator of which is 360.

      "Floating Swap Payment": With respect to the Business Day prior to any
Distribution Date on or prior to the Distribution Date in June 2010, an amount
equal to the product of (x) Swap LIBOR (y) the Swap Agreement Notional Balance
for that Distribution Date and (z) a fraction, the numerator of which is equal
to the actual number of days in the related calculation period as provided in
the Swap Agreement and the denominator of which is 360.

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

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

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

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

      "Highest Priority": As of any date of determination, the Class of
Mezzanine Certificates then outstanding with a Certificate Principal Balance
greater than zero, with the highest priority for payments pursuant to Section
4.01, in the following order: Class M-1, Class M-2, Class M-3,


                                       19



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

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

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

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

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

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

      "Interest Accrual Period": With respect to any Distribution Date and the
Class A Certificates and the Mezzanine Certificates, the period commencing on
the Distribution Date of the month immediately preceding the month in which such
Distribution Date occurs (or, in the case of the first Distribution Date,
commencing on the Closing Date) and ending on the day preceding such
Distribution Date. With respect to any Distribution Date and the Class CE


                                       20



Certificates and the REMIC I Regular Interests, the one-month period ending on
the last day of the calendar month preceding the month in which such
Distribution Date occurs.

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

      "Interest Determination Date": With respect to the Class A Certificates,
the Mezzanine Certificates, REMIC I Regular Interest I-LTA1, REMIC I Regular
Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest
I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular Interest I-LTM1, REMIC
I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC
I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10 and any Interest
Accrual Period therefor, the second London Business Day preceding the
commencement of such Interest Accrual Period.

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

      "Interest Remittance Amount": For any Distribution Date, the excess, if
any, of (i) that portion of the Available Distribution Amount (without giving
effect to any Net Swap Payment owed to the Swap Counterparty or any Swap
Termination Payment owed to the Swap Counterparty not due to a Swap Counterparty
Trigger Event) for that Distribution Date that represents interest received or
advanced on the Mortgage Loans over (ii) any Net Swap Payment owed to the Swap
Counterparty or Swap Termination Payment not due to a Swap Counterparty Trigger
Event owed to the Swap Counterparty.

      "Investment Account": As defined in Section 3.12.

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

      "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is
removed from REMIC I, by reason of its being


                                       21



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

      "Liquidation Proceeds": The amount (other than Insurance Proceeds or
amounts received in respect of the rental of any REO Property prior to REO
Disposition) received by the Servicer in connection with (i) the taking of all
or a part of a Mortgaged Property by exercise of the power of eminent domain or
condemnation, (ii) the liquidation of a defaulted Mortgage Loan through a
trustee's sale, foreclosure sale or otherwise, or (iii) the repurchase,
substitution or sale of a Mortgage Loan or an REO Property pursuant to or as
contemplated by Section 2.03, Section 3.16(c), Section 3.23 or Section 9.01.

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

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

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

       Class     REMIC I Regular Interest            Margin
      -------   --------------------------   ----------------------
                                              (1) (%)     (2) (%)
                                             ---------   ----------
        A-1               I-LTA1               0.070%      0.140%
        A-2               I-LTA2               0.120%      0.240%
        A-3               I-LTA3               0.160%      0.320%
        A-4               I-LTA4               0.250%      0.500%
        A-5               I-LTA5               0.080%      0.160%
        M-1               I-LTM1               0.310%      0.465%
        M-2               I-LTM2               0.320%      0.480%
        M-3               I-LTM3               0.340%      0.510%
        M-4               I-LTM4               0.400%      0.600%
        M-5               I-LTM5               0.420%      0.630%
        M-6               I-LTM6               0.480%      0.720%
        M-7               I-LTM7               0.850%      1.275%
        M-8               I-LTM8               1.050%      1.575%
        M-9               I-LTM9               2.000%      3.000%
        M-10              I-LTM10              2.000%      3.000%

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

      (2)   For each Interest Accrual Period thereafter.

      "Marker Rate": With respect to the Class CE Certificates or the REMIC II
Regular Interest CE-IO and any Distribution Date, a per annum rate equal to two
(2) multiplied by the weighted average of the REMIC I Remittance Rates for the
REMIC I Regular Interests (other than REMIC I Regular Interest I-LTP and REMIC I
Regular Interest I-LTAA), with the rate on each such REMIC I Regular Interest
(other than REMIC I Regular Interest I-LTZZ) subject to a


                                       22



cap equal to the Pass-Through Rate for the related Corresponding Certificate and
with the rate on REMIC I Regular Interest I-LTZZ subject to a cap of zero, in
each case for purposes of this calculation; provided, however, each cap shall be
multiplied by a fraction, the numerator of which is the actual number of days
elapsed in the related Interest Accrual Period and the denominator of which is
30.

      "Maximum I-LTZZ Uncertificated Interest Deferral Amount": With respect to
any Distribution Date, the excess of (i) accrued interest at the REMIC I
Remittance Rate applicable to REMIC I Regular Interest I-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC I
Regular Interest I-LTZZ minus the REMIC I Overcollateralized Amount, in each
case for such Distribution Date, over (ii) Uncertificated Interest on REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular
Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest
I-LTA5, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9 and
REMIC I Regular Interest I-LTM10 for such Distribution Date, with the rate on
each such REMIC I Regular Interest subject to a cap equal to the lesser of (i)
One-Month LIBOR plus the related Margin for the related Corresponding
Certificate and (ii) the Net WAC Pass-Through Rate for the related Corresponding
Certificate; provided, however, each cap shall be multiplied by a fraction, the
numerator of which is the actual number of days elapsed in the related Interest
Accrual Period and the denominator of which is 30.

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

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

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

      "Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest on such Mortgage Loan which is payable
by the related Mortgagor from time to time under the related Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any reduction in
the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Servicer pursuant to Section 3.07 and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.

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


                                       23



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

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

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

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

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

            (i)       the Mortgage Loan identifying number;

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

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

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

            (v)       the original months to maturity;

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

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

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

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

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

            (xi)      the stated maturity date;

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


                                       24



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

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

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

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

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

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

            (xix)     the Mortgage Rate at origination;

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

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

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

            (xxiii)   the risk grade;

            (xxiv)    the Value of the Mortgaged Property;

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

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

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

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

            (xxix)    the program code;


                                       25



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

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

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

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

            (xxxiv)   the Mortgage Loan's payment history;

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

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

            (xxxvii)  the mortgagor's income at origination;

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

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

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

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

            (xlii)    a code indicating the credit grade.

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

            (1)   the number of Mortgage Loans;

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

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

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

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

      The Mortgage Loan Schedule shall be amended from time to time by the
Depositor in accordance with the provisions of this Agreement. With respect to
any Qualified Substitute


                                       26



Mortgage Loan, the Cut-off Date shall refer to the related Cut-off Date for such
Mortgage Loan, determined in accordance with the definition of Cut-off Date
herein.

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

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

      "Mortgage Rate": With respect to each Mortgage Loan, the annual rate at
which interest accrues on such Mortgage Loan from time to time in accordance
with the provisions of the related Mortgage Note, which rate (i) with respect to
each Fixed-Rate Mortgage Loan shall remain constant at the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the
Cut-off Date and (ii) with respect to the Adjustable-Rate Mortgage Loans, (A) as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date equal to the sum, rounded as provided in the Mortgage
Note, of the Index, as most recently available as of a date prior to the
Adjustment Date as set forth in the related Mortgage Note, plus the related
Gross Margin; provided that the Mortgage Rate on such Adjustable-Rate Mortgage
Loan on any Adjustment Date shall never be more than the lesser of (i) the sum
of the Mortgage Rate in effect immediately prior to the Adjustment Date plus the
related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate,
and shall never be less than the greater of (i) the Mortgage Rate in effect
immediately prior to the Adjustment Date less the Periodic Rate Cap, if any, and
(ii) the related Minimum Mortgage Rate. With respect to each Mortgage Loan that
becomes an REO Property, as of any date of determination, the annual rate
determined in accordance with the immediately preceding sentence as of the date
such Mortgage Loan became an REO Property.

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

      "Mortgagor": The obligor on a Mortgage Note.

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

      "Net Swap Payment": With respect to each Distribution Date, the net
payment required to be made on the Business Day prior to such Distribution Date
pursuant to the terms of the


                                       27



Swap Agreement by either the Swap Counterparty or the Trustee, on behalf of the
Trust, which net payment shall not take into account any Swap Termination
Payment.

      "Net WAC Pass-Through Rate": With respect to the Class A Certificates and
the Mezzanine Certificates and any Distribution Date, a rate per annum (which
will not be less than zero) equal to the excess, if any, of (a) the product of
(i) a per annum rate equal to the weighted average of the Expense Adjusted
Mortgage Rates on the then outstanding Mortgage Loans, weighted on the basis of
the respective Stated Principal Balances of the Mortgage Loans as of the first
day of the related Due Period and (ii) a fraction expressed as a percentage, the
numerator of which is 30 and the denominator of which is the actual number of
days in the related Interest Accrual Period, over (b) the product of (i) a
fraction expressed as a percentage the numerator of which is the amount of any
Net Swap Payments owed to the Swap Counterparty or Swap Termination Payment owed
to the Swap Counterparty not due to a Swap Counterparty Trigger Event, and the
denominator of which is equal to the Stated Principal Balance of the outstanding
Mortgage Loans as of the first day of the related Due Period and (ii) a fraction
expressed as a percentage, the numerator of which is 360 and the denominator of
which is the actual number of days in the related Interest Accrual Period. For
federal income tax purposes, however, the foregoing shall be expressed as a per
annum rate equal to the weighted average of the REMIC I Remittance Rates on the
REMIC I Regular Interests, weighted on the basis of the Uncertificated Balance
of each such REMIC I Regular Interests.

      "Net WAC Rate Carryover Amount": With respect to any Class of the Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the sum
of (A) the positive excess of (i) the amount of interest that would have accrued
on such Class of Certificates for such Distribution Date had the Pass-Through
Rate been calculated at the related Formula Rate (not to exceed 12.50% per
annum) over (ii) the amount of interest that accrued on such Class of
Certificates at the Net WAC Pass-Through Rate for such Distribution Date and (B)
the undistributed portion of any related Net WAC Rate Carryover Amount from
prior Distribution Dates, together with interest accrued on such undistributed
portion for the most recently ended Interest Accrual Period at the Formula Rate
(not to exceed 12.50% per annum) applicable for such Class of Certificates for
such Interest Accrual Period.

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

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

      "Nonrecoverable Servicing Advance": Any Servicing Advance previously made
or proposed to be made in respect of a Mortgage Loan or REO Property that, in
the good faith business judgment of the Servicer, will not or, in the case of a
proposed Servicing Advance,


                                       28



would not be ultimately recoverable from related Late Collections, Insurance
Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as
provided herein.

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

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

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

      "One-Month LIBOR": With respect to the Class A Certificates, the Mezzanine
Certificates and for purposes of the Marker Rate and Maximum I-LTZZ
Uncertificated Interest Deferral Amount, REMIC I Regular Interest I-LTA1, REMIC
I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10 and
any Interest Accrual Period therefor, the rate determined by the Trustee on the
related Interest Determination Date on the basis of the offered rate for
one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750 as of
11:00 a.m. (London time) on such Interest Determination Date; provided that if
such rate does not appear on Telerate Page 3750, the rate for such date will be
determined on the basis of the offered rates of the Reference Banks for
one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest
Determination Date. In such event, the Trustee will request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If on
such Interest Determination Date, two or more Reference Banks provide such
offered quotations, One-Month LIBOR for the related Interest Accrual Period
shall be the arithmetic mean of such offered quotations (rounded upwards if
necessary to the nearest whole multiple of 1/16%). If on such Interest
Determination Date, fewer than two Reference Banks provide such offered
quotations, One-Month LIBOR for the related Interest Accrual Period shall be the
higher of (i) LIBOR as determined on the previous Interest Determination Date
and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under the
priorities described above, LIBOR for an Interest Determination Date would be
based on LIBOR for the previous Interest Determination Date for the third
consecutive Interest Determination Date, the Trustee, after consultation with
the Depositor, shall select an alternative comparable index (over which the
Trustee has no control), used for determining one-month Eurodollar lending rates
that is calculated and published (or otherwise made available) by an independent
party. The establishment of One-Month LIBOR by the Trustee and the Trustee's
subsequent calculation of the interest rates applicable to the Certificates for
the relevant Interest Accrual Period, in the absence of manifest error, shall be
final and binding.


                                       29



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

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

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

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

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

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

      "Overcollateralization Increase Amount": With respect to any Distribution
Date, the lesser of (a) the Overcollateralization Deficiency Amount as of such
Distribution Date (calculated for this purpose only after assuming that 100% of
the Principal Remittance Amount on such Distribution Date has been distributed)
and (b) the sum of (i) the Net Monthly Excess Cash Flow for such Distribution
Date and (ii) payments made by the Swap Counterparty and available for
distribution pursuant to Section 4.07(a)(G).

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

      "Overcollateralization Target Amount": With respect to any Distribution
Date, (i) prior to the Stepdown Date, an amount equal to 2.60% of the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date, (ii) on or after the Stepdown Date provided a Trigger Event is not in
effect, the greater of (x) 5.20% of the then current aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period and (y) the Overcollateralization Floor Amount, or (iii) on or after
the Stepdown Date and if a Trigger Event is in effect, the Overcollateralization
Target Amount for the immediately preceding Distribution Date. Notwithstanding
the foregoing, on and after any Distribution Date


                                       30



following the reduction of the aggregate Certificate Principal Balance of the
Class A Certificates, the Mezzanine Certificates and the Class P Certificates to
zero, the Overcollateralization Target Amount shall be zero.

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

      "Pass-Through Rate": With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, the least of (x) the related
Formula Rate for such Distribution Date, (y) the Net WAC Pass-Through Rate for
such Distribution Date and (z) 12.50% per annum. With respect to the Class CE
Certificates and any Distribution Date, (i) a per annum rate equal to the
percentage equivalent of a fraction, the numerator of which is (x) the interest
on the Uncertificated Balance of each REMIC I Regular Interest described in
clause (y) below computed at a rate equal to the related REMIC I Remittance Rate
minus the Marker Rate and the denominator of which is (y) the aggregate
Uncertificated Balance of REMIC I Regular Interest I-LTAA, I-LTA1, I-LTA2,
I-LTA3, I-LTA4, I-LTA5, I-LTM1, I-LTM2, I-LTM3, I-LTM4, I-LTM5, I-LTM6, I-LTM7,
I-LTM8, I-LTM9, I-LTM10 and I-LTZZ and (ii) 100% of the interest on REMIC I
Regular Interest I-LTP, expressed as a per annum rate.

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

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


                                       31



      "Periodic Rate Cap": With respect to each Adjustable-Rate Mortgage Loan
and any Adjustment Date therefor, the fixed percentage set forth in the related
Mortgage Note, which is the maximum amount by which the Mortgage Rate for such
Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage
Rate in effect immediately prior to such Adjustment Date; provided, however,
that the Periodic Rate Cap for the first Adjustment Date for each
Adjustable-Rate Mortgage Loan shall be subject to adjustment by the Servicer
pursuant to Section 3.07.

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

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

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

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

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

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

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

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

provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the


                                       32



interest and principal payments with respect to such instrument provide a yield
to maturity at par greater than 120% of the yield to maturity at par of the
underlying obligations.

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

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

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

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

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

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

            (i)     the Mortgage Loan identifying number;

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

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

            (iv)    the term of the related Prepayment Charge;

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

            (vi)    remaining prepayment term in months.

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

      "Prepayment Period": With respect to any Distribution Date and Principal
Prepayments in full, the period beginning on the 16th day of the calendar month
immediately preceding the


                                       33



month in which such Distribution Date occurs (or in the case of the first
Distribution Date, commencing on the Cut-off Date) to the 15th day of the then
current calendar month and, with respect to Principal Prepayments in part, the
Prepayment Period shall be the preceding calendar month.

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

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

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

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

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

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

            (vi)    any Swap Payment Shortfall for such Distribution Date.

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

      "Principal Remittance Amount": With respect to any Distribution Date, the
sum of the amounts set forth in (i) through (iii) of the definition of Principal
Distribution Amount.

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

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


                                       34



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

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

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


                                       35



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

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

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

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


                                       36



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

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

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

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


                                       37



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

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

      With respect to any allocation of a Realized Loss to a Certificate related
to a Swap Payment Shortfall, such Realized Loss will be made by reducing the
Certificate Principal Balance of that Certificate by the amount so allocated as
of the Distribution Date in the month in which the Swap Payment Shortfall was
incurred.

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

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

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

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

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

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

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


                                       38



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

      "Relief Act": The Servicemembers Civil Relief Act.

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

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

      "REMIC I": The segregated pool of assets subject hereto (exclusive of the
Swap Account and the Swap Agreement, each of which is not an asset of any
REMIC), constituting the primary trust created hereby and to be administered
hereunder, with respect to which a REMIC election is to be made, consisting of:
(i) such Mortgage Loans and Prepayment Charges related thereto as from time to
time are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof; (ii)
any REO Property, together with all collections thereon and proceeds thereof;
(iii) the Trustee's rights with respect to the Mortgage Loans under all
insurance policies required to be maintained pursuant to this Agreement and any
proceeds thereof; (iv) the Depositor's rights under the Mortgage Loan Purchase
Agreement (including any security interest created thereby); and (v) the
Custodial Account (other than any amounts representing any Servicer Prepayment
Charge Payment Amount), the Certificate Account (other than any amounts
representing any Servicer Prepayment Charge Payment Amount) and any REO Account,
and such assets that are deposited therein from time to time and any investments
thereof, together with any and all income, proceeds and payments with respect
thereto. Notwithstanding the foregoing, however, REMIC I specifically excludes
all payments and other collections of principal and interest due on the Mortgage
Loans on or before the Cut-off Date and all Prepayment Charges payable in
connection with Principal Prepayments on the Mortgage Loans made before the
Cut-off Date.

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

      "REMIC I Overcollateralized Amount": With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Balance of the REMIC I
Regular Interests (other than REMIC I Regular Interest I-LTP) minus (ii) the
aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I
Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I


                                       39



Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, in
each case as of such date of determination.

      "REMIC I Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Mortgage Loans and REO Properties then outstanding and
(ii) 1 minus a fraction, the numerator of which is two times the aggregate
Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular
Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest
I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular Interest I-LTM1, REMIC
I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC
I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10 and the
denominator of which is the aggregate Uncertificated Balance of REMIC I Regular
Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest
I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC
I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC
I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular
Interest I-LTZZ.

      "REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I. Each REMIC I Regular Interest shall accrue
interest at the related REMIC I Remittance Rate in effect from time to time or
shall otherwise be entitled to interest as set forth herein, and shall be
entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Balance as
set forth in the Preliminary Statement hereto. The REMIC I Regular Interests are
as follows: REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1,
REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I
Regular Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
I-LTM10, REMIC I Regular Interest I-LTZZ and REMIC I Regular Interest I-LTP.

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

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


                                       40



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

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

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

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

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

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

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

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

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

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


                                       41



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

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

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

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

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

      "Residual Certificates":  The Class R Certificates.

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

      "Responsible Officer": When used with respect to the Trustee, any vice
president, managing director, director, any assistant vice president, the
Secretary, any assistant secretary, the Treasurer, any assistant treasurer, any
associate, any trust officer or assistant trust officer or any other officer of
the Trustee having direct responsibility over this Agreement or otherwise
engaged in performing functions similar to those performed by any of the above
designated


                                       42



officers and, with respect to a particular matter, to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

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

      "Rolling Three-Month Delinquency Average": With respect to any
Distribution Date, the average aggregate unpaid principal balance of the
Mortgage Loans delinquent 60 days or more (including Mortgage Loans that (i) are
in foreclosure, (ii) have been converted to REO Properties or (iii) have been
discharged due to bankruptcy) for each of the three (or one and two, in the case
of the Distribution Dates in November 2006 and December 2006, respectively)
immediately preceding months.

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

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

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

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

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

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

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

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

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

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


                                       43



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

        DISTRIBUTION DATE OCCURRING IN                  PERCENTAGE
      ----------------------------------   -------------------------------------
      November 2009 through October 2010   4.50% for the first distribution date
                                            of this period, plus an additional
                                           1/12th of 2.00% for each distribution
                                                      date thereafter

      November 2010 through October 2011   6.50% for the first distribution date
                                            of this period, plus an additional
                                           1/12th of 1.50% for each distribution
                                                      date thereafter

      November 2011 through October 2012   8.00% for the first distribution date
                                            of this period, plus an additional
                                           1/12th of 0.90% for each distribution
                                                      date thereafter

      November 2012 and thereafter                         8.90%

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

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

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

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

      "Servicing Fee Rate":  0.500% per annum.

      "Servicing Officer": Any officer of the Servicer involved in, or
responsible for, the administration and servicing of Mortgage Loans, whose name
and specimen signature appear on


                                       44



a list of Servicing Officers furnished by the Servicer to the Trustee and the
Depositor on the Closing Date, as such list may from time to time be amended.

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

      "Short Pay-off": As defined in Section 3.07.

      "Single Certificate": With respect to any Class of Certificates (other
than the Class P Certificates and the Residual Certificates), a hypothetical
Certificate of such Class evidencing a Percentage Interest for such Class
corresponding to an initial Certificate Principal Balance of $1,000. With
respect to the Class P Certificates and the Residual Certificates, a
hypothetical Certificate of such Class evidencing a 100% Percentage Interest in
such Class.

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

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


                                       45



Principal Amortization in respect of such REO Property for all previously ended
calendar months, to the extent distributed pursuant to Section 4.01 on or before
such date of determination; and (b) as of any date of determination coinciding
with or subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, zero.

      "Stepdown Date": The later to occur of (a) the Distribution Date occurring
in November 2009 and (b) the first Distribution Date on which the Credit
Enhancement Percentage with respect to the Class A Certificates (calculated for
this purpose only prior to any distribution of the Principal Distribution Amount
to the holders of the Certificates then entitled to distributions of principal
on such Distribution Date) is equal to or greater than 44.10%.

      "Subcontractor": Any vendor, subcontractor or other Person (but not
including the Trustee, except to the extent described in Article XI) that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to Mortgage Loans under the direction or authority of the
Servicer or a Sub-Servicer.

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

          CLASS       PERCENTAGE        CLASS       PERCENTAGE
          A           55.90%            M-6         85.20%
          M-1         64.80%            M-7         88.20%
          M-2         71.30%            M-8         90.80%
          M-3         75.10%            M-9         92.80%
          M-4         78.60%            M-10        94.80%
          M-5         82.00%

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

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

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

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


                                       46



the class of Mezzanine Certificates then outstanding with the highest
distribution priority to which a Realized Loss was allocated. Thereafter, such
class of Class A and Mezzanine Certificates will accrue interest on the
increased Certificate Principal Balance.

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

      "Swap Account": The separate trust account created and maintained by the
Trustee.

      "Swap Agreement": The interest rate swap agreement between the Swap
Counterparty and the Trustee, on behalf of the Trust, which agreement provides
for Net Swap Payments and Swap Termination Payments to be paid, as provided
therein, together with any schedules, confirmations or other agreements relating
thereto, attached hereto as Exhibit K-1.

      "Swap Agreement Notional Balance": As to the Swap Agreement and each
"Floating Rate Payer Payment Date" (as defined in the Swap Agreement), the
amount set forth on Exhibit K-2 hereto for such Floating Rate Payer Payment
Date.

      "Swap Counterparty": The swap counterparty under the Swap Agreement either
(a) entitled to receive payments from the Trustee from amounts payable by the
Trust Fund under this Agreement or (b) required to make payments to the Trustee
for payment to the Trust Fund, in either case pursuant to the terms of the Swap
Agreement, and any successor in interest or assign. Initially, the Swap
Counterparty shall be Swiss Re Financial Corporation.

      "Swap LIBOR":  LIBOR as determined pursuant to the Swap Agreement.

      "Swap Counterparty Trigger Event": With respect to any Distribution Date,
(i) an "Event of Default" (as defined in the Swap Agreement) with respect to
which the Swap Counterparty is a "Defaulting Party" (as defined in the Swap
Agreement) or a "Termination Event" (as defined in the Swap Agreement)
(including an "Additional Termination Event" (as defined in the Swap Agreement))
under the Swap Agreement with respect to which the Swap Counterparty is the sole
"Affected Party" (as defined in the Swap Agreement).

      "Swap Payment Shortfall": A Swap Payment Shortfall is a Realized Loss
resulting from any Net Swap Payment owed to the Swap Counterparty or Swap
Termination Payment on any Distribution Date not due to a Swap Counterparty
Trigger Event owed to the Swap Counterparty to the extent not covered by that
portion of the Available Distribution Amount (without giving effect to any Net
Swap Payment owed to the Swap Counterparty or any Swap Termination Payment owed
to the Swap Counterparty not due to a Swap Counterparty Trigger Event) for that
Distribution Date that represents interest received or advanced on the Mortgage
Loans.

      "Swap Termination Payment": Upon the designation of an "Early Termination
Date" (as defined in the Swap Agreement), the payment to be made by the Trustee
on behalf of the Trust to the Swap Counterparty from payments from the Trust
Fund, or by the Swap Counterparty to the Trustee for payment to the Trust Fund,
as applicable, pursuant to the terms of the Swap Agreement.


                                       47



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

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

      "Termination Price": As defined in Section 9.01.

      "Terminator": As defined in Section 9.01.

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

      "Transaction Party": As defined in Section 11.02.

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

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

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

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

            (a)   the Delinquency Percentage exceeds 36.00% of the then current
      Credit Enhancement Percentage with respect to the Class A Certificates for
      the prior Distribution Date; or

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


                                       48



        DISTRIBUTION DATE OCCURRING IN                  PERCENTAGE
      ----------------------------------   -------------------------------------
      November 2009 through October 2010   3.50% for the first distribution date
                                            of this period, plus an additional
                                           1/12th of 2.00% for each distribution
                                                      date thereafter

      November 2010 through October 2011   5.50% for the first distribution date
                                            of this period, plus an additional
                                           1/12th of 1.50% for each distribution
                                                      date thereafter

      November 2011 through October 2012   7.00% for the first distribution date
                                            of this period, plus an additional
                                           1/12th of 0.90% for each distribution
                                                      date thereafter

      November 2012 and thereafter                         7.90%

      "Trust Fund": Collectively, all of the assets of each Trust REMIC, the
Swap Account, the Swap Agreement and the other assets conveyed by the Depositor
to the Trustee pursuant to Section 2.01.

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

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

      "Trustee Information": As defined in Section 11.05.

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

      "Trustee Fee Rate": 0.0025% per annum.

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

      "Uncertificated Interest": With respect to any REMIC I Regular Interest
for any Distribution Date, one month's interest at the REMIC I Remittance Rate
applicable to such REMIC I Regular Interest for such Distribution Date, accrued
on the Uncertificated Balance thereof immediately prior to such Distribution
Date. Uncertificated Interest in respect of any REMIC I Regular Interest shall
accrue on the basis of a 360-day year consisting of twelve 30-day


                                       49



months. Uncertificated Interest with respect to each Distribution Date, as to
any REMIC I Regular Interest, shall be reduced by an amount equal to the sum of
(a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution
Date to the extent not covered by payments pursuant to Section 3.24 and (b) the
aggregate amount of any Relief Act Interest Shortfall, if any allocated, in each
case, to such REMIC I Regular Interest pursuant to Section 1.02. In addition,
Uncertificated Interest with respect to each Distribution Date, as to any REMIC
I Regular Interest shall be reduced by Realized Losses, if any, allocated to
such REMIC I Regular Interest pursuant to Section 1.02 and Section 4.04.

      "Underwriters' Exemption": An individual exemption issued by the United
States Department of Labor, Final Authorization Number (FAN) 2004-03E, as
amended, to Barclays Capital Inc, for specific offerings in which Barclays
Capital Inc. or any person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with Barclays
Capital Inc. is an underwriter, placement agent or a manager or co-manager of
the underwriting syndicate or selling group where the trust and the offered
certificates meet specified conditions. The Underwriters' Exemption, as amended,
provides a partial exemption for transactions involving certificates
representing a beneficial interest in a trust and entitling the holder to
pass-through payments of principal, interest and/or other payments with respect
to the trust's assets.

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

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

      "Value": With respect to any Mortgaged Property, the lesser of (i) the
lesser of (a) the value thereof as determined by an appraisal made for the
Originator of the Mortgage Loan at the time of origination of the Mortgage Loan
and (b) the value thereof as determined by a review appraisal conducted by the
Originator in accordance with the Originator's underwriting guidelines, and (ii)
the purchase price paid for the related Mortgaged Property by the Mortgagor


                                       50



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

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

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

      For purposes of calculating the amount of Uncertificated Interest for the
REMIC I Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated among REMIC I Regular Interest I-LTAA, REMIC I Regular Interest
I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC
I Regular Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-


                                       51



LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I
Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
Interest I-LTM9, REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest
I-LTZZ pro rata based on, and to the extent of, one month's interest at the then
applicable respective Pass-Through Rate on the respective Uncertificated Balance
of each such REMIC I Regular Interest.

      SECTION 1.03 Rules of Usage. The foregoing definitions shall be equally
applicable to both the singular and plural forms of the defined terms. Unless
otherwise inconsistent with the terms of this Agreement, all accounting terms
used herein shall be interpreted, and all accounting determinations hereunder
shall be made, in accordance with generally accepted accounting principles in
the USA. The words "hereof," "herein," "hereunder" and words of similar import
when used in an agreement or instrument refer to such agreement or instrument as
a whole and not to any particular provision or subdivision thereof; references
in an agreement or instrument to "Article," "Section" or another subdivision or
to an attachment are, unless the context otherwise requires, to an article,
section or subdivision of or an attachment to such agreement or instrument; and
the term "including" and its variations means "including without limitation."
Any agreement, instrument or statute defined or referred to below or in any
agreement or instrument that is governed by this Article I means such agreement
or instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements or instruments) by waiver or consent and
(in the case of statutes) by succession of comparable successor statutes and
includes (in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein. References to a Person
are also to its permitted successors and assigns.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

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

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


                                       52



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

            (ii)    the original Mortgage with evidence of recording thereon,
      and the original recorded power of attorney, if the Mortgage was executed
      pursuant to a power of attorney, with evidence of recording thereon;

            (iii)   an original Assignment in blank;

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

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

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

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

      If any of the documents referred to in Sections 2.01(ii), (iii) or (iv)
above has, as of the Closing Date, been submitted for recording but either (x)
has not been returned from the applicable public recording office or (y) has
been lost or such public recording office has retained the original of such
document, the obligations of the Depositor to deliver such documents shall be
deemed to be satisfied upon (1) delivery to the Trustee of a copy of each such
document certified by the Originator in the case of (x) above or the applicable
public recording office in the case of (y) above to be a true and complete copy
of the original that was submitted for recording and (2) if such copy is
certified by the Originator, delivery to the Trustee, promptly upon receipt
thereof of either the original or a copy of such document certified by the
applicable public recording office to be a true and complete copy of the
original. Notice shall be provided to the Trustee and the Rating Agencies by the
Depositor if delivery pursuant to clause (2) above will be made more than 180
days after the Closing Date. If the original lender's title insurance policy was
not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or
cause to be delivered to the Trustee, promptly after receipt thereof, the
original lender's title insurance policy. The Depositor shall deliver or cause
to be delivered to the Trustee promptly upon receipt


                                       53



thereof any other original documents constituting a part of a Mortgage File
received with respect to any Mortgage Loan, including, but not limited to, any
original documents evidencing an assumption or modification of any Mortgage
Loan.

      The Trustee shall enforce the obligations of the Seller under the Mortgage
Loan Purchase Agreement to promptly (within sixty Business Days following the
later of the Closing Date and the date of receipt by the Trustee of the
recording information for a Mortgage, but in no event later than ninety days
following the Closing Date) submit or cause to be submitted for recording, at
the expense of the Responsible Party and at no expense to the Trust Fund, the
Trustee or the Depositor, in the appropriate public office for real property
records, each Assignment referred to in Sections 2.01(iii) and (iv) above and
the Depositor shall execute each original Assignment or cause each original
Assignment to be executed in the following form: "Wells Fargo Bank, N.A., as
Trustee under the applicable agreement." In the event that any such Assignment
is lost or returned unrecorded because of a defect therein, the Seller shall
promptly prepare or cause to be prepared (at the expense of the Responsible
Party) a substitute Assignment or cure or cause to be cured such defect, as the
case may be, and thereafter cause each such Assignment to be duly recorded. If
the Responsible Party is unable to pay the cost of recording the Assignments,
such expense will be paid by the Trustee and shall be reimbursable to the
Trustee as an Extraordinary Trust Fund Expense. Notwithstanding the foregoing,
the Trustee shall not be responsible for determining whether any Assignment
delivered by the Depositor hereunder is in recordable form.

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

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


                                       54



original document delivered to or held by the Depositor that is not required
pursuant to the terms of this Section to be a part of a Mortgage File, shall be
delivered promptly to the Servicer.

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

      SECTION 2.02 Acceptance of REMIC I by Trustee. The Trustee acknowledges
receipt subject to the provisions of Section 2.01 above and subject to any
exceptions noted on the exception report described in the next paragraph below,
of the documents referred to in Section 2.01 (other than such documents
described in Section 2.01(v)) and all other assets included in the definition of
"REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts
attributable thereto deposited into the Certificate Account) and declares that
it holds and will hold such documents and the other documents delivered to it
constituting a Mortgage File, and that it holds or will hold all such assets and
such other assets included in the definition of "REMIC I" in trust for the
exclusive use and benefit of all present and future Certificateholders.

      The Trustee, for the benefit of the Certificateholders, shall review each
Mortgage File on or before the Closing Date, and the Trustee shall certify in
substantially the form attached hereto as Exhibit C-1 that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or any Mortgage Loan specifically identified in the exception report
annexed thereto as not being covered by such certification), (i) all documents
constituting part of such Mortgage File (other than such documents described in
Section 2.01(v)) required to be delivered to it pursuant to this Agreement are
in its possession, (ii) such documents have been reviewed by the Trustee and
appear regular on their face and relate to such Mortgage Loan and (iii) based on
the Trustee's examination and only as to the foregoing, the information set
forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii),
(xii), (xiii) and (xvi) of the definition of "Mortgage Loan Schedule" accurately
reflects information set forth in the Mortgage File. It is herein acknowledged
that, in conducting such review, the Trustee is under no duty or obligation (i)
to inspect, review or examine any such documents, instruments, certificates or
other papers to determine whether they are genuine, enforceable, valid, legally
binding, effective or appropriate for the represented purpose or whether they
have actually been recorded or are in recordable form or that they are other
than what they purport to be on their face, (ii) to determine whether any
Mortgage File should include any of the documents specified in clause (v) of
Section 2.01 or (iii) to determine the perfection or priority of any security
interest in any such documents or instruments. Notwithstanding the foregoing, in
conducting the review described in this Section 2.02, the Trustee shall not be
responsible for determining (i) if an Assignment is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage or (ii) if a Mortgage creates a first or second
lien on, or first or second priority security interest in, a Mortgaged Property.


                                       55



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

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

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

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

      SECTION 2.03 Repurchase or Substitution of Mortgage Loans by the
Responsible Party and the Seller. (a) Upon discovery or receipt of notice of any
materially defective document in, or that a document is missing from, a Mortgage
File or of the breach by the Responsible Party or the Seller of any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan that materially adversely affects the value of
such Mortgage Loan or the interest therein of the Certificateholders, the
Trustee shall promptly notify the Seller, the Responsible Party and the Servicer
of such defect, missing document or breach and request that the Responsible
Party or the Seller, as applicable, deliver such missing document or cure such
defect or breach within 60 days from the date the Responsible Party or the
Seller, as applicable, was notified of such missing document, defect or breach,
and if the Responsible Party or the Seller, as applicable, does not deliver such
missing document or cure such defect or breach in all material respects during
such period, the Trustee shall enforce the obligations of the Responsible Party
or the Seller, as applicable, under the Mortgage Loan Purchase Agreement to
repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90 days
after the date on which the Responsible Party or the Seller, as applicable, was


                                       56



notified (subject to Section 2.03(c)) of such missing document, defect or
breach, if and to the extent that the Responsible Party or the Seller, as
applicable, is obligated to do so under the Mortgage Loan Purchase Agreement.
The Purchase Price for the repurchased Mortgage Loan shall be remitted to the
Servicer for deposit in the Custodial Account and the Trustee, upon receipt of
written certification from the Servicer of such deposit, shall release to the
Responsible Party or the Seller, as applicable, the related Mortgage File and
the Trustee shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Responsible Party or the
Seller, as applicable, shall furnish to it and as shall be necessary to vest in
the Responsible Party or the Seller, as applicable, any Mortgage Loan released
pursuant hereto. The Trustee shall not have any further responsibility with
regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as
provided above, if so provided in the Mortgage Loan Purchase Agreement, the
Responsible Party or the Seller, as applicable, may cause such Mortgage Loan to
be removed from REMIC I (in which case it shall become a Deleted Mortgage Loan)
and substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(b); provided, however, the
Responsible Party may not substitute a Qualified Substitute Mortgage Loan for
any Deleted Mortgage Loan that violates any predatory or abusive lending law. It
is understood and agreed that the obligation of the Responsible Party and the
Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as to
which a document is missing, a material defect in a constituent document exists
or as to which such a breach has occurred and is continuing shall constitute the
sole remedy respecting such omission, defect or breach available to the Trustee
and the Certificateholders.

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

      As to any Deleted Mortgage Loan for which the Responsible Party or the
Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or
Loans, such substitution shall be effected by the Responsible Party or the
Seller, as applicable, delivering to the Trustee for such Qualified Substitute
Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the
Trustee, and such other documents and agreements, with all necessary
endorsements thereon, as are required by Section 2.01, together with an
Officers' Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Shortfall
Amount (as described below), if any, in connection with such substitution. The
Trustee shall acknowledge receipt for such Qualified Substitute Mortgage Loan or
Loans and, within ten Business Days thereafter, shall review such documents as
specified in Section 2.02 and deliver to the Depositor and the Servicer, with
respect to such Qualified Substitute Mortgage Loan or Loans, a certification
substantially in the form attached hereto as Exhibit C-1, with any applicable
exceptions noted thereon. Within one year of the date of substitution, the
Trustee shall deliver to the Depositor and the Servicer a certification
substantially in the form of Exhibit C-2 attached hereto with respect to such
Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions
noted thereon. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution are not part of REMIC I and will be
retained by the Responsible Party or the Seller, as applicable. For the month of
substitution, distributions to Certificateholders will reflect the Monthly
Payment due on such Deleted


                                       57



Mortgage Loan on or before the Due Date in the month of substitution, and the
Responsible Party or the Seller, as applicable, shall thereafter be entitled to
retain all amounts subsequently received in respect of such Deleted Mortgage
Loan. The Depositor shall give or cause to be given written notice to the
Certificateholders that such substitution has taken place, shall amend the
Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from
the terms of this Agreement and the substitution of the Qualified Substitute
Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan
Schedule to the Trustee. Upon such substitution, such Qualified Substitute
Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be
subject in all respects to the terms of this Agreement and the Mortgage Loan
Purchase Agreement, including, all applicable representations and warranties
thereof included in the Mortgage Loan Purchase Agreement.

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

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

      (c)   Upon discovery by the Depositor, the Servicer or the Trustee that
any Mortgage Loan does not constitute a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code, the party discovering such fact shall within
two Business Days give written notice thereof to the other parties. In
connection therewith, the Responsible Party shall repurchase or, subject to the
limitations set forth in Section 2.03(b), substitute one or more Qualified
Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the
earlier of discovery or receipt of such notice with respect to such affected
Mortgage Loan. Such repurchase or substitution shall be made by (i) the
Responsible Party or the Seller, as the case may be, if the affected Mortgage
Loan's status as a non-qualified mortgage is or results from a breach of any


                                       58



representation, warranty or covenant made by the Responsible Party or the
Seller, as the case may be, under the Mortgage Loan Purchase Agreement, or (ii)
the Depositor, if the affected Mortgage Loan's status as a non-qualified
mortgage is a breach of no representation or warranty. Any such repurchase or
substitution shall be made in the same manner as set forth in Section 2.03(a).
The Trustee shall reconvey to the Responsible Party the Mortgage Loan to be
released pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty.

      SECTION 2.04 [Reserved].

      SECTION 2.05 Representations, Warranties and Covenants of the Servicer.
The Servicer hereby represents, warrants and covenants to the Trustee, for the
benefit of the Certificateholders and to the Depositor that as of the Closing
Date or as of such date specifically provided herein:

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

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

            (iii)   The execution and delivery of this Agreement by the
      Servicer, the servicing of the Mortgage Loans by the Servicer hereunder,
      the consummation by the Servicer of any other of the transactions herein
      contemplated, and the fulfillment of or compliance with the terms hereof
      are in the ordinary course of business of the Servicer and will not (A)
      result in a breach of any term or provision of the charter or by-laws of
      the Servicer or (B) conflict with, result in a breach, violation or
      acceleration of, or result in a default under, the terms of any other
      material agreement or instrument to which the Servicer is a party or by
      which it may be bound, or any statute, order or regulation applicable to
      the Servicer of any court, regulatory body, administrative agency or
      governmental body having jurisdiction over the Servicer; and the Servicer
      is not a party to, bound by, or in breach or violation of any indenture or
      other agreement or instrument,


                                       59



      or subject to or in violation of any statute, order or regulation of any
      court, regulatory body, administrative agency or governmental body having
      jurisdiction over it, which materially and adversely affects or, to the
      Servicer's knowledge, would in the future materially and adversely affect,
      (x) the ability of the Servicer to perform its obligations under this
      Agreement or (y) the business, operations, financial condition, properties
      or assets of the Servicer taken as a whole;

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

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

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

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

            (viii)  No consent, approval, authorization or order of or
      registration or filing with or notice to any court or governmental agency
      or body is required for the execution, delivery and performance by the
      Servicer of, or compliance by the Servicer with, this Agreement or the
      consummation by it of the transactions contemplated by this Agreement,
      except for such consents, approvals, authorizations or orders, if any,
      that have been obtained prior to the Closing Date;

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

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

            (xi)    No information, certificate of an officer, statement
      furnished or to be furnished in writing or report delivered to the
      Depositor, any Affiliate of the Depositor or


                                       60



      the Trustee by the Servicer will, to the knowledge of the Servicer,
      contain any untrue statement of a material fact.

      It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the Mortgage
Files to the Trustee and shall inure to the benefit of the Trustee, the
Depositor and the Certificateholders. Upon discovery by any of the Depositor,
the Servicer or the Trustee of a breach of any of the foregoing representations,
warranties and covenants which materially and adversely affects the value of any
Mortgage Loan or the interests therein of the Certificateholders, the party
discovering such breach shall give prompt written notice (but in no event later
than two Business Days following such discovery) to the Trustee. Subject to
Section 7.01, unless such breach shall not be susceptible of cure within 90
days, the obligation of the Servicer set forth in this Section 2.05 to cure
breaches shall constitute the sole remedy against the Servicer available to the
Certificateholders, the Depositor and the Trustee on behalf of the
Certificateholders respecting a breach of the representations, warranties and
covenants contained in this Section 2.05. Notwithstanding the foregoing, within
90 days of the earlier of discovery by the Servicer or receipt of notice by the
Servicer of the breach of the representation or covenant of the Servicer set
forth in Section 2.05(ix) above, which breach materially and adversely affects
the interests of the Holders of the Class P Certificates in any Prepayment
Charge, the Servicer shall pay the amount of such waived Prepayment Charge, for
the benefit of the Holders of the Class P Certificates, by depositing such
amount into the Custodial Account.

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

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


                                       61



receive distributions from the proceeds of REMIC II in respect of the Class R-II
Interest and REMIC II Regular Interests, respectively, and all ownership
interests evidenced or constituted by the Class R-II Interest and the REMIC II
Regular Interests, shall be as set forth in this Agreement.

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

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

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

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

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

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

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

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


                                       62



together with and at the time that the amount prepaid on the related Mortgage
Loan is required to be deposited into the Custodial Account. Notwithstanding any
other provisions of this Agreement, any payments made by the Servicer in respect
of any waived Prepayment Charges pursuant to clauses (i) and (ii) shall be
deemed to be paid outside of the Trust Fund.

      Subject only to the above-described servicing standards and the terms of
this Agreement and of the respective Mortgage Loans, the Servicer shall have
full power and authority, acting alone or through Sub-Servicers as provided in
Section 3.02, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, the Servicer in its own name
or in the name of a Sub-Servicer is hereby authorized and empowered by the
Trustee when the Servicer believes it appropriate in its best judgment, for the
benefit of the Certificateholders, in accordance with the servicing standards
set forth above, to execute and deliver, on behalf of the Trust Fund, the
Certificateholders and the Trustee or any of them, and upon written notice to
the Trustee, any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge, and all other comparable instruments, with
respect to the Mortgage Loans and the Mortgaged Properties and to institute
foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert
the ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Servicer shall
service and administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports required to be
provided to them thereby. The Servicer shall also comply in the performance of
this Agreement with all reasonable rules and requirements of each insurer under
any standard hazard insurance policy. Subject to Section 3.17, the Trustee shall
execute, at the written request of the Servicer, and furnish to the Servicer and
any Sub-Servicer any special or limited powers of attorney and other documents
necessary or appropriate to enable the Servicer or any Sub-Servicer to carry out
their servicing and administrative duties hereunder and the Trustee shall not be
liable for the actions of the Servicer or any Sub-Servicers under such powers of
attorney.

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

      Notwithstanding anything in this Agreement to the contrary, the Servicer
may not make any future advances with respect to a Mortgage Loan (except as
provided in Section 4.03) and the Servicer shall not (i) permit any modification
with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or
increase the principal balance (except for reductions resulting from actual
payments of principal) or change the final maturity date on such Mortgage Loan
(unless, as provided in Section 3.07, the Mortgagor is in default with respect
to the Mortgage Loan or such default is, in the judgment of the Servicer,
reasonably foreseeable) or


                                       63



(ii) permit any modification, waiver or amendment of any term of any Mortgage
Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan
under Section 1001 of the Code (or Treasury regulations promulgated thereunder)
and (B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or
the imposition of any tax on "prohibited transactions" or "contributions after
the startup date" under the REMIC Provisions.

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

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

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


                                       64



Servicing Agreements, and any amendments or modifications thereof, promptly upon
the Servicer's execution and delivery of such instruments.

      (b)   As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement,
including, without limitation, any obligation of a Sub-Servicer to make advances
in respect of delinquent payments as required by a Sub-Servicing Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements, and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Servicer, in its good faith business judgment, would require were it
the owner of the related Mortgage Loans. The Servicer shall pay the costs of
enforcing the obligations of a Sub-Servicer at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such
enforcement, to the extent, if any, that such recovery exceeds all amounts due
in respect of the related Mortgage Loans, or (ii) from a specific recovery of
costs, expenses or attorneys' fees against the party against whom such
enforcement is directed.

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

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

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


                                       65



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

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

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

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

      SECTION 3.07 Collection of Certain Mortgage Loan Payments. The Servicer
shall make reasonable efforts to collect all payments called for under the terms
and provisions of the Mortgage Loans, and shall, to the extent such procedures
shall be consistent with this Agreement and the terms and provisions of any
applicable insurance policies, follow such collection procedures as it would
follow with respect to mortgage loans comparable to the Mortgage Loans and held
for its own account. Consistent with the foregoing, the Servicer may in its
discretion (i) waive any late payment charge or, if applicable, any penalty
interest, or (ii) extend the due dates for the Monthly Payments due on a
Mortgage Note for a period of not greater than 180 days; provided, however, that
any extension pursuant to clause (ii) above shall not affect the


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amortization schedule of any Mortgage Loan for purposes of any computation
hereunder, except as provided below. In the event of any such arrangement
pursuant to clause (ii) above, the Servicer shall make timely advances on such
Mortgage Loan during such extension pursuant to Section 4.03 and in accordance
with the amortization schedule of such Mortgage Loan without modification
thereof by reason of such arrangement. Notwithstanding the foregoing, in the
event that any Mortgage Loan is in default or, in the judgment of the Servicer,
such default is reasonably foreseeable, the Servicer, consistent with the
standards set forth in Section 3.01, may also waive, modify or vary any term of
such Mortgage Loan (including modifications that would change the Mortgage Rate,
forgive the payment of principal or interest or extend the final maturity date
of such Mortgage Loan), accept payment from the related Mortgagor of an amount
less than the Stated Principal Balance in final satisfaction of such Mortgage
Loan (such payment, a "Short Pay-off"), or consent to the postponement of strict
compliance with any such term or otherwise grant indulgence to any Mortgagor.

      Notwithstanding anything contained in this Section 3.07 or any other
provisions of this Agreement to the contrary, for each Adjustable-Rate Mortgage
Loan for which the related Mortgage Note permits an increase to the related
Mortgage Rate on the first Adjustment Date of greater than 1.5% per annum, the
Servicer shall service such Adjustable-Rate Mortgage Loan as if the maximum
Mortgage Rate on the first Adjustment Date is limited to the related initial
Mortgage Rate plus 1.5% per annum. Without limiting the foregoing, all notices
sent by the Servicer to the Mortgagors of such Adjustable-Rate Mortgage Loans
prior to the first Adjustment Date (including at least one such notice sent no
later than six months prior to such first Adjustment Date) notifying such
Mortgagors of the applicable Mortgage Rate and Monthly Payment effective as of
the first Adjustment Date shall not reflect a rate in excess of the maximum
Mortgage Rate as set forth in the preceding sentence.

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

      SECTION 3.09 Collection of Taxes, Assessments and Similar Items; Servicing
Accounts. The Servicer shall establish and maintain, or cause to be established
and maintained, one or more accounts (the "Servicing Accounts"), into which all
collections from the Mortgagors


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(or related advances from Sub-Servicers) for the payment of taxes, assessments,
hazard insurance premiums and comparable items for the account of the Mortgagors
("Escrow Payments") shall be deposited and retained. Servicing Accounts shall be
Eligible Accounts. The Servicer shall deposit in the clearing account in which
it customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Servicer's receipt thereof, all Escrow
Payments collected on account of the Mortgage Loans and shall thereafter deposit
such Escrow Payments in the Servicing Accounts, in no event more than two
Business Days after the receipt of such Escrow Payments, all Escrow Payments
collected on account of the Mortgage Loans for the purpose of effecting the
timely payment of any such items as required under the terms of this Agreement.
Withdrawals of amounts from a Servicing Account may be made only to (i) effect
payment of taxes, assessments, hazard insurance premiums, and comparable items
in a manner and at a time that assures that the lien priority of the Mortgage is
not jeopardized (or, with respect to the payment of taxes, in a manner and at a
time that avoids the loss of the Mortgaged Property due to a tax sale or the
foreclosure as a result of a tax lien); (ii) reimburse the Servicer (or a
Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out
of related collections for any advances made pursuant to Section 3.01 (with
respect to taxes and assessments) and Section 3.14 (with respect to hazard
insurance); (iii) refund to Mortgagors any sums as may be determined to be
overages; (iv) pay interest, if required and as described below, to Mortgagors
on balances in the Servicing Account; or (v) clear and terminate the Servicing
Account at the termination of the Servicer's obligations and responsibilities in
respect of the Mortgage Loans under this Agreement in accordance with Article
IX. As part of its servicing duties, the Servicer or Sub-Servicers shall pay to
the Mortgagors interest on funds in the Servicing Accounts, to the extent
required by law and, to the extent that interest earned on funds in the
Servicing Accounts is insufficient, to pay such interest from its or their own
funds, without any reimbursement therefor.

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

            (i)     all payments on account of principal, including Principal
      Prepayments (but not Prepayment Charges), on the Mortgage Loans;

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


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

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

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

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

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

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

      The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges, modification
or assumption fees, or insufficient funds charges need not be deposited by the
Servicer in the Custodial Account and may be retained by the Servicer as
additional compensation. In the event the Servicer shall deposit in the
Custodial Account any amount not required to be deposited therein, it may at any
time withdraw such amount from the Custodial Account, any provision herein to
the contrary notwithstanding.

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


                                       69



$75,000 as of the commencement of business on any Business Day and the Custodial
Account constitutes an Eligible Account solely pursuant to clause (ii) of the
definition of "Eligible Account," the Servicer shall, by 3:00 p.m. New York time
on such Business Day, withdraw from the Custodial Account any and all amounts
payable or reimbursable to the Depositor, the Servicer, the Trustee, the
Responsible Party, the Seller or any Sub-Servicer pursuant to Section 3.11 and
shall pay such amounts to the Persons entitled thereto.

      (c)   On or prior to the Business Day immediately following each
Determination Date, the Swap Counterparty shall determine any amounts owed by
the Swap Counterparty under the Swap Agreement and inform the Trustee in writing
of the amount so calculated.

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

      (e)   Funds held in the Custodial Account at any time may be delivered by
the Servicer to the Trustee for deposit in an account (which may be the
Certificate Account and must satisfy the standards for the Certificate Account
as set forth in the definition thereof) and for all purposes of this Agreement
shall be deemed to be a part of the Custodial Account (and in such event, the
Servicer shall provide the Trustee with written instructions regarding the
investment of such funds); provided, however, that the Trustee shall have the
sole authority to withdraw any funds held pursuant to this subsection (e). In
the event the Servicer shall deliver to the Trustee for deposit in the
Certificate Account any amount not required to be deposited therein, it may at
any time request in writing that the Trustee withdraw such amount from the
Certificate Account and remit to it any such amount, any provision herein to the
contrary notwithstanding. In no event shall the Trustee incur liability as a
result of withdrawals from the Certificate Account at the direction of the
Servicer in accordance with the immediately preceding sentence. In addition, the
Servicer shall deliver to the Trustee from time to time for deposit, and the
Trustee shall so deposit, in the Certificate Account:

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

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

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

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

      (f)   The Servicer shall deposit in the Custodial Account any amounts
required to be deposited pursuant to Section 3.12(b) in connection with losses
realized on Permitted


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Investments with respect to funds held in the Custodial Account (and the
Certificate Account to the extent that funds therein are deemed to be part of
the Custodial Account).

      (g)   The Trustee shall deposit in the Certificate Account any amounts
required to be deposited pursuant to Section 3.12(b) in connection with losses
realized on Permitted Investments with respect to funds held in the Certificate
Account.

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

            (iii)   to reimburse itself pursuant to Section 7.02;

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

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

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

      SECTION 3.12 Investment of Funds in the Custodial Account and the
Certificate Account. (a) The Servicer may direct any depository institution
maintaining the Custodial Account (for purposes of this Section 3.12, an
"Investment Account") and, so long as the Trustee's long-term senior unsecured
debt is assigned a minimum rating of "A" by Fitch, "A" by S&P or "A2" by
Moody's, the Trustee may direct any depository institution maintaining the
Certificate Account (also for purposes of this Section 3.12, an "Investment
Account") to invest the funds in such Investment Account in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the date on which such funds are required to be withdrawn from such


                                       72



account pursuant to this Agreement, if a Person other than the Trustee is the
obligor thereon, and (ii) no later than the date on which such funds are
required to be withdrawn from such account pursuant to this Agreement, if the
Trustee is the obligor thereon. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any investment of funds in an Investment
Account shall be made in the name of the Trustee for the benefit of the
Certificateholders. The Trustee shall be entitled to sole possession (except
with respect to investment direction of funds held in the Custodial Account and
any income and gain realized thereon) over each such investment, and any
certificate or other instrument evidencing any such investment shall be
delivered directly to the Trustee or its agent, together with any document of
transfer necessary to transfer title to such investment to the Trustee or its
nominee. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the party with
investment discretion over such Investment Account shall:

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

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

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

      (c)   Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment (of which a Responsible Officer of the Trustee obtains actual
knowledge), the Trustee may and, subject to Section 8.01 and Section 8.02(v),
upon the request of the Holders of Certificates representing more than 50% of
the Voting Rights allocated to any Class of Certificates, shall take such action
as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate proceedings.

      (d)   The Trustee or its Affiliates are permitted to receive additional
compensation that could be deemed to be in the Trustee's economic self-interest
for (i) serving as investment


                                       73



adviser, administrator, shareholder servicing agent, custodian or sub-custodian
with respect to certain of the Permitted Investments and (ii) effecting or using
Affiliates to effect transactions in certain Permitted Investments. Such
compensation shall not be considered an amount that is reimbursable or payable
to the Trustee pursuant to Section 3.11 or 3.12 or otherwise payable in respect
of Extraordinary Trust Fund Expenses.

      SECTION 3.13 [Reserved].

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

      In the event that the Servicer shall obtain and maintain a blanket policy
with an insurer having a General Policy Rating of B or better in Best's Key
Rating Guide (or such other rating that is comparable to such rating) insuring
against hazard losses on all of the Mortgage Loans, it


                                       74



shall conclusively be deemed to have satisfied its obligations as set forth in
the first two sentences of this Section 3.14, it being understood and agreed
that such policy may contain a deductible clause, in which case the Servicer
shall, in the event that there shall not have been maintained on the related
Mortgaged Property or REO Property a policy complying with the first two
sentences of this Section 3.14, and there shall have been one or more losses
which would have been covered by such policy, deposit to the Custodial Account
from its own funds the amount not otherwise payable under the blanket policy
because of such deductible clause. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Servicer agrees to prepare
and present, on behalf of itself, the Trustee and Certificateholders, claims
under any such blanket policy in a timely fashion in accordance with the terms
of such policy.

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

      SECTION 3.15 Enforcement of Due-On-Sale Clauses; Assumption Agreements.
The Servicer will, to the extent it has knowledge of any conveyance or
prospective conveyance of any Mortgaged Property by any Mortgagor (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause, if any, applicable thereto; provided, however, that the
Servicer shall not be required to take such action if in its sole business
judgment the Servicer believes it is not in the best interests of the Trust Fund
and shall not exercise any such rights if prohibited by law from doing so. If
the Servicer reasonably believes it is unable under applicable law to enforce
such "due-on-sale" clause, or if any of the other conditions set forth in the
proviso to the preceding sentence apply, the Servicer will enter into an
assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. The Servicer is also
authorized to enter into a substitution of liability agreement with such person,
pursuant to which the original Mortgagor is released from liability and such
person is substituted as the Mortgagor and becomes liable under the Mortgage
Note, provided that no such substitution shall be effective unless such person
satisfies the underwriting criteria of the Originator and has a credit risk
rating at least equal to that of the original Mortgagor. In connection with any
assumption or substitution, the Servicer shall apply the Originator's
underwriting standards and follow such practices and procedures as shall be
normal and usual in its general mortgage servicing activities and as it applies
to other mortgage loans owned solely by it. The Servicer


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shall not take or enter into any assumption and modification agreement, however,
unless (to the extent practicable in the circumstances) it shall have received
confirmation, in writing, of the continued effectiveness of any applicable
hazard insurance policy. Any fee collected by the Servicer in respect of an
assumption, modification or substitution of liability agreement shall be
retained by the Servicer as additional servicing compensation. In connection
with any such assumption, no material term of the Mortgage Note (including but
not limited to the related Mortgage Rate and the amount of the Monthly Payment)
may be amended or modified, except as otherwise required pursuant to the terms
thereof. The Servicer shall notify the Trustee that any such substitution,
modification or assumption agreement has been completed by forwarding to the
Trustee the executed original of such substitution, modification or assumption
agreement, which document shall be added to the related Mortgage File and shall,
for all purposes, be considered a part of such Mortgage File to the same extent
as all other documents and instruments constituting a part thereof.

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

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

      In furtherance of the foregoing, the Servicer shall use its best efforts,
consistent with Accepted Servicing Practices, to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07. The Servicer shall be responsible for all costs and expenses
incurred by it in any such proceedings; provided, however, that such costs and
expenses will be recoverable as Servicing Advances by the Servicer as
contemplated in Section 3.11 and Section 3.23 (provided that any costs and
expenses of removing such Mortgage Loans from the MERS system shall be at the
expense of the Servicer and shall not be recoverable as a Servicing Advance).
The foregoing is subject to the provision that, in any case in which Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Servicer shall
not be required to expend its own funds toward the restoration of such property
unless it shall determine in its discretion that such restoration will increase
the proceeds of liquidation of the related Mortgage Loan after reimbursement to
itself for such expenses.

      (b)   Notwithstanding the foregoing provisions of this Section 3.16 or
any other provision of this Agreement, with respect to any Mortgage Loan as to
which the Servicer has


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received actual notice of, or has actual knowledge of, the presence of any toxic
or hazardous substance on the related Mortgaged Property, the Servicer shall
not, on behalf of the Trust Fund either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect to, such
Mortgaged Property, if, as a result of any such action, the Trustee, the Trust
Fund or the Certificateholders would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Servicer has also previously determined, based
on its reasonable judgment and a report prepared by an Independent Person who
regularly conducts environmental audits using customary industry standards,
that:

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

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

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

      If the Servicer determines, as described above, that it is in the best
economic interest of the Trust Fund to take such actions as are necessary to
bring any such Mortgaged Property into compliance with applicable environmental
laws, or to take such action with respect to the containment, clean-up or
remediation of hazardous substances, hazardous materials, hazardous wastes or
petroleum-based materials affecting any such Mortgaged Property, then the
Servicer shall take such action as it deems to be in the best economic interest
of the Trust Fund; provided that any amounts disbursed by the Servicer pursuant
to this Section 3.16(b) shall constitute Servicing Advances, subject to Section
4.03(d). The cost of any such compliance, containment, cleanup or remediation
shall be advanced by the Servicer, subject to the Servicer's right to be
reimbursed therefor from the Custodial Account as provided in Section
3.11(a)(iii) and (a)(ix), such right of reimbursement being prior to the rights
of Certificateholders to receive any amount in the Custodial Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.


                                       77



      (c)   The Servicer or its designee may at its option, with ten (10)
Business Days prior written notice to the Depositor and the Seller, purchase
from REMIC I any Mortgage Loan or related REO Property that is 90 days or more
delinquent, which the Servicer, or its designee, as applicable, determines in
good faith will otherwise become subject to foreclosure proceedings (evidence of
such determination to be delivered in writing to the Trustee, in form and
substance satisfactory to the Trustee prior to purchase), at a price equal to
the Purchase Price; provided, however, that the Servicer, or its designee, as
applicable, shall purchase any such Mortgage Loans or related REO Properties on
the basis of delinquency, purchasing the most delinquent Mortgage Loans or
related REO Properties first. The Purchase Price for any Mortgage Loan or
related REO Property purchased hereunder shall be deposited in the Custodial
Account by the Servicer (if such optional purchase is exercised by a designee of
the Servicer, the Purchase Price for any Mortgage Loan or related REO Property
purchased hereunder shall be paid by such designee to the Servicer and the
Servicer shall deposit such Purchase Price in the Custodial Account), and the
Trustee, upon receipt of written certification from the Servicer of such
deposit, shall release or cause to be released to the Servicer, or its designee,
as applicable, the related Mortgage File and the Trustee shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as the Servicer, or its designee, as applicable, shall furnish and as
shall be necessary to vest in the Servicer, or its designee, as applicable,
title to any Mortgage Loan or related REO Property released pursuant hereto.

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

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


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any instrument of satisfaction or deed of reconveyance shall be chargeable to
the Custodial Account or the Certificate Account.

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

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

      SECTION 3.18 Servicing Compensation. As compensation for the activities of
the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with
respect to each Mortgage Loan payable solely from payments of interest in
respect of such Mortgage Loan, subject to Section 3.24. In addition, the
Servicer shall be entitled to recover unpaid Servicing Fees out of Insurance
Proceeds, Liquidation Proceeds or Subsequent Recoveries to the extent permitted
by Section 3.11(a)(iii) and out of amounts derived from the operation and sale
of an REO Property to the extent permitted by Section 3.23. Except as provided
in Sections 3.26, the right to receive the Servicing Fee may not be transferred
in whole or in part except in connection


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with the transfer of all of the Servicer's responsibilities and obligations
under this Agreement; provided, however, that the Servicer may pay from the
Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing
Agreement entered into under Section 3.02.

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

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

      SECTION 3.20 [Reserved].

      SECTION 3.21 [Reserved].

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

      SECTION 3.23 Title, Management and Disposition of REO Property. (a) The
deed or certificate of sale of any REO Property shall be taken in the name of
the Trustee, or its nominee, on behalf of the Trust Fund and for the benefit of
the Certificateholders. The Servicer, on behalf of REMIC I, shall either sell
any REO Property prior to the end of the third taxable year after


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

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

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

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

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


                                       81



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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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


                                       83



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

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

      SECTION 3.25 Obligations of the Servicer in Respect of Mortgage Rates and
Monthly Payments. In the event that a shortfall in any collection on or
liability with respect to any Mortgage Loan results from or is attributable to
adjustments to Mortgage Rates, Monthly Payments or Stated Principal Balances
that were made by the Servicer in a manner not consistent with the terms of the
related Mortgage Note applicable laws, regulations and rulings and this
Agreement, the Servicer, upon discovery or receipt of notice thereof, shall
immediately deliver to the Trustee for deposit in the Certificate Account from
its own funds the amount of any such shortfall and shall indemnify and hold
harmless the Trust Fund, the Trustee, the Depositor and any successor Servicer
in respect of any such liability. Such indemnities shall survive the termination
or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.25
shall not limit the ability of the Servicer to seek recovery of any such amounts
from the related Mortgagor under the terms of the related Mortgage Note, as
permitted by law.

      SECTION 3.26 Advance Facility. (a) The Servicer is hereby authorized to
enter into a financing or other facility (any such arrangement an "Advance
Facility") with any Person which provides that such Person (an "Advancing
Person") may fund Advances and/or Servicing Advances to the Trust Fund under
this Agreement, although no such facility shall reduce or otherwise affect the
Servicer's obligation to fund such Advances and/or Servicing Advances. If the
Servicer enters into such an Advance Facility pursuant to this Section 3.26,
upon reasonable request of the Advancing Person, the Trustee shall execute a
letter of acknowledgment, confirming its receipt of notice of the existence of
such Advance Facility. To the extent that an Advancing Person funds any Advance
or any Servicing Advance and the Servicer provides the Trustee with an Officers'
Certificate that such Advancing Person is entitled to reimbursement, such
Advancing Person shall be entitled to receive reimbursement pursuant to this
Agreement for such amount to the extent provided in Section 3.26(b). Such
Officers' Certificate must specify the amount of the reimbursement, the Section
of this Agreement that permits the applicable Advance or Servicing Advance to be
reimbursed and the section(s) of the Advance Facility that entitle the Advancing
Person to request reimbursement from the Trustee, rather than the Servicer or
proof of an event of default under the Advance Facility. The Trustee shall have
no duty or liability with respect to any calculation of any reimbursement to be
paid to an Advancing Person and shall be entitled to rely without independent
investigation on the Advancing Person's notice provided pursuant to this Section
3.26. The Trustee shall have no responsibility to track or monitor the
administration of the Advance Facility. An Advancing Person whose obligations


                                       84



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

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

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

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

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

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

                  (i)   first, to Holders of REMIC I Regular Interest I-LTAA,
            REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
            REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4,
            REMIC I Regular Interest I-LTA5, REMIC I Regular Interest I-LTM1,
            REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3,
            REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
            REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7,
            REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9,
            REMIC I Regular Interest I-LTM10 and REMIC I Regular Interest I-


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            LTZZ, in an amount equal to (A) the Uncertificated Interest for such
            Distribution Date, plus (B) any amounts in respect thereof remaining
            unpaid from previous Distribution Dates. Amounts payable as
            Uncertificated Interest in respect of REMIC I Regular Interest
            I-LTZZ shall be reduced when the sum of the REMIC I
            Overcollateralized Amount is less than the REMIC I Required
            Overcollateralized Amount, by the lesser of (x) the amount of such
            difference and (y) the Maximum I-LTZZ Uncertificated Interest
            Deferral Amount and such amounts will be payable to the Holders of
            REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
            REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4,
            REMIC I Regular Interest I-LTA5, REMIC I Regular Interest I-LTM1,
            REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3,
            REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
            REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7,
            REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9 and
            REMIC Regular Interest I-LTM10 in the same proportion as the
            Overcollateralization Increase Amount is allocated to the
            Corresponding Certificates and the Uncertificated Balance of REMIC I
            Regular Interest I-LTZZ shall be increased by such amount;

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

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

                        2% of such remainder, first to the Holders of REMIC I
                  Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
                  REMIC I Regular Interest I-LTA3, REMIC I Regular Interest
                  I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular
                  Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
                  Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
                  REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
                  I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
                  Interest I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC
                  Regular Interest I-LTM10, 1.00% of and in the same proportion
                  as principal payments are allocated to the Corresponding
                  Certificates, until the Uncertificated Balances of such REMIC
                  I Regular Interests are reduced to zero; and second, to the
                  Holders of REMIC I Regular Interest I-LTZZ, (less the amount
                  payable in clause (c) below), until the Uncertificated Balance
                  of such REMIC I Regular Interest is reduced to zero; then

                        (b)   to the Holders of REMIC I Regular Interest I-LTP,
                  on the Distribution Date immediately following the expiration
                  of the latest Prepayment Charge as identified on the
                  Prepayment Charge Schedule or


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                  any Distribution Date thereafter until $100 has been
                  distributed pursuant to this clause; and

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

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

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

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

                  (ii)  sequentially, to the Holders of the Class M-1
            Certificates, Class M-2 Certificates, Class M-3 Certificates, Class
            M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates,
            Class M-7 Certificates, Class M-8 Certificates, Class M-9
            Certificates, Class M-10 Certificates, in that order, an amount
            equal to the Interest Distribution Amount allocable to each such
            Class.

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

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

                  (i)   concurrently, on a pro rata basis (based on the
            Certificate Principal Balance of the Class A-5 Certificates, on the
            one hand, and the aggregate Certificate Principal Balance of the
            Class A-1 Certificates and Class A-2 Certificates, on the other
            hand), as follows:

                        (a)   to the Holders of the Class A-5 Certificates,
                  until the Certificate Principal Balance of the Class A-5
                  Certificates has been reduced to zero; and

                        (b)   sequentially, to the Holders of the Class A-1
                  Certificates and Class A-2 Certificates, in that order, until
                  the Certificate Principal Balance of each such Class has been
                  reduced to zero;


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                  (ii)  sequentially, to the Holders of the Class A-3
            Certificates and Class A-4 Certificates, in that order, until the
            Certificate Principal Balance of each such Class has been reduced to
            zero; and

                  (iii) sequentially, to the holders of the Class M-1
            Certificates, Class M-2 Certificates, Class M-3 Certificates, Class
            M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates,
            Class M-7 Certificates, Class M-8 Certificates, Class M-9
            Certificates and Class M-10 Certificates, in that order, until the
            Certificate Principal Balance of each such Class has been reduced to
            zero.

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

                  (i)   to the holders of the Class A-1 Certificates, Class A-2
            Certificates, Class A-3 Certificates, Class A-4 Certificates and
            Class A-5 Certificates, up to an amount equal to the Class A
            Principal Distribution Amount, in the following order of priority:

                        (a)   concurrently, on a pro rata basis (based on the
                  Certificate Principal Balance of the Class A-5 Certificates,
                  on the one hand, and the aggregate Certificate Principal
                  Balance of the Class A-1 Certificates and Class A-2
                  Certificates, on the other hand), as follows:

                              (1)   to the Holders of the Class A-5
                        Certificates, until the Certificate Principal Balance of
                        the Class A-5 Certificates has been reduced to zero; and

                              (2)   sequentially, to the Holders of the Class
                        A-1 Certificates and Class A-2 Certificates, in that
                        order, until the Certificate Principal Balance of each
                        such Class has been reduced to zero; and

                        (b)   sequentially, to the Holders of the Class A-3
                  Certificates and Class A-4 Certificates, in that order, until
                  the Certificate Principal Balance of each such Class has been
                  reduced to zero; and

                  (ii)  sequentially, to the Holders of the Class M-1
            Certificates, Class M-2 Certificates, Class M-3 Certificates, Class
            M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates,
            Class M-7 Certificates, Class M-8 Certificates, Class M-9
            Certificates and Class M-10 Certificates, in that order, up to an
            amount equal to the related Class M Principal Distribution Amount
            until the Certificate Principal Balance of each such class has been
            reduced to zero.

      On or after the occurrence of the Credit Support Depletion Date, all
priorities relating to distributions as described in Section 4.01(a)(3) of this
Agreement in respect of principal among


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the Class A Certificates will be disregarded, and the Principal Distribution
Amount will be distributed to the remaining Class A Certificates on a pro rata
basis in accordance with their respective outstanding Certificate Principal
Balances.

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

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

                  (ii)  sequentially, to the Holders of the Class M-1
            Certificates, Class M-2 Certificates , Class M-3 Certificates ,
            Class M-4 Certificates, Class M-5 Certificates , Class M-6
            Certificates, Class M-7 Certificates, Class M-8 Certificates, Class
            M-9 Certificates and Class M-10 Certificates in that order, in each
            case, up to an amount equal to the Interest Carry Forward Amount
            allocable to such Class of Certificates;

                  (iii) concurrently, on a pro rata basis, based on the amount
            of any Allocated Realized Loss Amounts previously allocated thereto
            that remain unreimbursed, to the Holders of the Class A-1
            Certificates, Class A-2 Certificates, Class A-3 Certificates, Class
            A-4 Certificates and Class A-5 Certificates, and then sequentially
            to the Holders of the Class M-1 Certificates, Class M-2
            Certificates, Class M-3 Certificates, Class M-4 Certificates, Class
            M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates,
            Class M-8 Certificates, Class M-9 Certificates and Class M-10
            Certificates, in that order, in each case up to the related
            Allocated Realized Loss Amount related to each such Class of
            Certificates for such Distribution Date;

                  (iv)  to the Holders of the Class A Certificates and the
            Mezzanine Certificates, any related unpaid Net WAC Rate Carryover
            Amount distributed to the Holders of the Class A Certificates on a
            pro rata basis based on the remaining Net WAC Rate Carryover Amount
            for each such Class and then to the Holders of the Class of
            Mezzanine Certificates in order of Highest Priority;

                  (v)   to pay any Swap Termination Payments owed to the Swap
            Counterparty due to a Swap Counterparty Trigger Event;

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


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            Certificate Principal Balance of the Class CE Certificates, until
            the Certificate Principal Balance thereof has been reduced to zero;
            and

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

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

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

      (c)   All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Payments in respect of each Class of Certificates on each Distribution Date
shall be made to the Holders of the respective Class of record on the related
Record Date (except as otherwise provided in Section 4.01(e) or Section 9.01
respecting the final distribution on such Class), based on the aggregate
Percentage Interest represented by their respective Certificates, and shall be
made by wire transfer of immediately available funds to the account of any such
Holder at a bank or other entity having appropriate facilities therefor, if such
Holder shall (i) own Certificates having denominations aggregating at least
$1,000,000 and (ii) have so notified the Trustee in writing at least five
Business Days prior to the Record Date immediately prior to such Distribution
Date, or otherwise by check mailed by first class mail to the address of such
Holder appearing in the Certificate Register. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the office of the Trustee maintained for such
purpose pursuant to Section 8.12 or such other location specified in the notice
to Certificateholders of such final distribution.


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

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

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

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

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

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


                                       91



and all rights of non-tendering Certificateholders in or to such amounts shall
thereupon cease. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(e). Any such amounts held in trust
by the Trustee shall be held in an Eligible Account and shall be held
uninvested.

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

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

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

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

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

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

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

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

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

            (viii)    [Reserved];


                                       92



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

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

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

            (xii)     to the extent not included in the related Form 10-D,
      information regarding any new issuance of asset-backed securities backed
      by the same asset pool or any pool asset changes;

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

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

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

            (xvi)     with respect to any Mortgage Loan that became an REO
      Property during the preceding calendar month, the loan number of such
      Mortgage Loan, the unpaid principal balance and the Stated Principal
      Balance of such Mortgage Loan as of the date it became an REO Property;

            (xvii)    to the extent such information is provided to the Trustee
      by the Servicer, the book value of any REO Property as of the close of
      business on the last Business Day of the calendar month preceding the
      Distribution Date;

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

            (xix)     the aggregate amount of Realized Losses incurred during
      the related Prepayment Period and the aggregate amount of Realized Losses
      incurred since the Closing Date;


                                       93



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

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

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

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

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

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

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

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

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

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

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

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


                                       94



            (xxxii)   the amount of any Net Swap Payment payable to the
      Trustee on behalf of the Trust, any Net Swap Payment payable to the Swap
      Counterparty, any Swap Termination Payment payable to the Trustee on
      behalf of the Trust and any Swap Termination Payment payable to the Swap
      Counterparty.

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

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

      Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish to each Person who at any time during the calendar
year was a Holder of a Regular Certificate a statement containing the
information set forth in subclauses (iii), (iv) and (v) above, aggregated for
such calendar year or applicable portion thereof during which such person was a
Certificateholder. Such obligation of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee pursuant to any requirements of the Code as from time to
time are in force.

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

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

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


                                       95



      SECTION 4.03 Remittance Reports; Advances. (a) On the third Business Day
following each Determination Date, the Servicer shall deliver to the Trustee by
telecopy (or by such other means as the Servicer or the Trustee may agree from
time to time) a Remittance Report with respect to the related Distribution Date.
On the same date, the Servicer shall electronically transmit to the Trustee (in
a format acceptable to the Trustee), a data file containing the information set
forth in such Remittance Report (including but not limited to the data elements
specified in Schedule 4 hereto) with respect to the related Distribution Date or
if electronic transmission is not available, the Servicer shall forward to the
Trustee by overnight mail a computer readable magnetic tape. Such Remittance
Report will include (i) the amount of Advances to be made by the Servicer in
respect of the related Distribution Date, the aggregate amount of Advances
outstanding after giving effect to such Advances, and the aggregate amount of
Nonrecoverable Advances in respect of such Distribution Date and (ii) such other
information with respect to the Mortgage Loans as the Trustee may reasonably
require to perform the calculations necessary to make the distributions
contemplated by Section 4.01 and to prepare the statements to Certificateholders
contemplated by Section 4.02. The Trustee shall not be responsible to recompute,
recalculate or verify any information provided to it by the Servicer.

      (b)   The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.03(d), the sum of, (i) the
aggregate amount of Monthly Payments (with each interest portion thereof net of
the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which REO Property an REO Disposition did not occur
during the related Prepayment Period, an amount equal to the excess, if any, of
the REO Imputed Interest on such REO Property for the most recently ended
calendar month, over the net income from such REO Property transferred to the
Certificate Account pursuant to Section 3.23 for distribution on such
Distribution Date; provided, however, that the Servicer shall not be required to
make Advances with respect to Relief Act Interest Shortfalls or Prepayment
Interest Shortfalls in excess of their respective obligations under Section
3.24.

      By 1:00 p.m. New York time on the Servicer Remittance Date, the Servicer
shall remit in immediately available funds to the Trustee for deposit in the
Certificate Account an amount equal to the aggregate amount of Advances, if any,
to be made in respect of the Mortgage Loans and REO Properties for the related
Distribution Date either (i) from its own funds or (ii) from the Custodial
Account, to the extent of funds held therein for future distribution (in which
case it will cause to be made an appropriate entry in the records of the
Custodial Account that amounts held for future distribution have been, as
permitted by this Section 4.03, used by the Servicer in discharge of any such
Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the
total amount of Advances to be made by the Servicer with respect to the Mortgage
Loans and REO Properties. Any amounts held for future distribution and so used
shall be appropriately reflected in the Servicer's records and replaced by the
Servicer by deposit in the Custodial Account on or before any future Servicer
Remittance Date to the extent that the Available Distribution Amount for the
related Distribution Date (determined without regard to Advances to be made on
the Servicer Remittance Date) shall be less than the total amount that would be
distributed to the Classes of Certificateholders pursuant to Section 4.01 on
such Distribution


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Date if such amounts held for future distributions had not been so used to make
Advances. The Trustee will provide notice to the Servicer by telecopy by the
close of business on the Business Day prior to the Distribution Date in the
event that the amount remitted by the Servicer to the Trustee on such date is
less than the amount required to be remitted by the Servicer as set forth in the
Remittance Report for the related Distribution Date.

      (c)   The obligation of the Servicer to make such Advances is mandatory,
notwithstanding any other provision of this Agreement but subject to (d) below,
and, with respect to any Mortgage Loan or REO Property, shall continue until a
Final Recovery Determination in connection therewith or the removal thereof from
the Trust Fund pursuant to any applicable provision of this Agreement, except as
otherwise provided in this Section.

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

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

      (b)   All Realized Losses on the Mortgage Loans shall be allocated or
covered by the Trustee on each Distribution Date as follows: first, by Net
Monthly Excess Cash Flow; second, by any amounts available from the Swap
Agreement for such Distribution Date pursuant to Section 4.07; third, to the
Class CE Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to the Class M-10 Certificates, until the Certificate
Principal


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Balance thereof has been reduced to zero; fifth, to the Class M-9 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; sixth,
to the Class M-8 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; seventh, to the Class M-7 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; eighth, to the
Class M-6 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; ninth, to the Class M-5 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; tenth, to the Class M-4
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; eleventh, to the Class M-3 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; twelfth, to the Class M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; thirteenth, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and fourteenth,
concurrently, to the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates and Class A-5 Certificates on a pro rata
basis based on the Certificate Principal Balance of each such Class of
Certificates, until their respective Certificate Principal Balances have been
reduced to zero.

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

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

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

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


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Interest I-LTM10 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM10 has been reduced to zero; fourth, to the Uncertificated Balances of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM9 and REMIC I
Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC I Regular Interest I-LTM9 has been reduced to zero; fifth, to
the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM8 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM8 has been reduced to zero; sixth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM7 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM7 has been reduced to zero; seventh to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM6 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM6 has been reduced to zero; eighth to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM5 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM5 has been reduced to zero; ninth to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM4 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM4 has been reduced to zero; tenth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM3 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM3 has been reduced to zero; eleventh, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM2 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM2 has been reduced to zero; twelfth, to the Uncertificated Balances of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM1 and REMIC I
Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC I Regular Interest I-LTM1 has been reduced to zero; and
thirteenth, concurrently, to the Uncertificated Balances of the REMIC I Regular
Interest I-LTAA, the REMIC I Regular Interests I-LTA1, I-LTA2, I-LTA3, I-LTA4
and I-LTA5 on a pro rata basis, and the REMIC I Regular Interest I-LTZZ, 98%, 1%
and 1%, respectively, until the respective Uncertificated Balances of such REMIC
I Regular Interests have been reduced to zero.

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

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


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

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

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


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from any other party hereto needed to prepare, arrange for execution or file
such Form 10-D, not resulting from its own negligence, bad faith or willful
misconduct.

      (b) Within 90 days after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (the "10-K Filing Deadline")
(it being understood that the fiscal year for the Trust ends on December 31st of
each year), commencing in March 2007, the Trustee shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
time frames set forth in this Agreement, (i) an annual compliance statement for
the Servicer and each Additional Servicer, as described under Section 12.04,
(ii)(A) the annual reports on assessment of compliance with servicing criteria
for the Servicer, each Additional Servicer and the Trustee, as described under
Sections 11.04 and 12.05, and (B) if the Servicer's, each Additional Servicer's
or the Trustee's report on assessment of compliance with servicing criteria
described under Sections 11.04 and 12.05 identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if the
Servicer's, each Additional Servicer's or the Trustee's report on assessment of
compliance with servicing criteria described under Sections 11.04 and 12.05 is
not included as an exhibit to such Form 10-K, disclosure that such report is not
included and an explanation why such report is not included, (iii)(A) the
registered public accounting firm attestation report for the Servicer, each
Additional Servicer and the Trustee, as described under Sections 11.04 and
12.05, and (B) if any registered public accounting firm attestation report
described under Sections 11.04 and 12.05 identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if any
such registered public accounting firm attestation report is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included, and (iv) a Sarbanes Certification
signed by the Depositor as described in Section 12.05. In addition, the Trustee
shall sign a certification (in the form attached hereto as Exhibit I-2) for the
benefit of the Servicer and its officers, directors and Affiliates regarding
certain aspects of the Servicer Certification (the "Trustee Certification")
(provided, however, that the Trustee shall not undertake an analysis of the
accountant's report attached as an exhibit to Form 10-K). Any necessary
disclosure that is required to be included on Form 10-K ("Additional Form 10-K
Disclosure") shall, pursuant to the paragraph immediately below, be reported by
the Reporting Parties and directed and approved by the Depositor, and the
Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-K Disclosure absent such reporting, direction and
approval.

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


                                       101



Depositor will be responsible for any reasonable fees and expenses assessed or
incurred by the Trustee in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.

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

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

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


                                       102



responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Form 8-K Disclosure Information on Form
8-K pursuant to this paragraph.

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

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

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


                                       103



properly prepare and/or timely file any such Form 15, Form 12b-25 or any
amendments to Forms 8-K, 10-D or 10-K, where such failure results from the
Trustee's inability or failure to receive, on a timely basis, any information
from any other party hereto needed to prepare, arrange for execution or file
such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
resulting from its own negligence, bad faith or willful misconduct.

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

      SECTION 4.07 The Swap Agreement. (a) On the Closing Date, the Trustee
shall (i) establish and maintain in its name, in trust for the benefit of Class
A and Mezzanine Certificates, the Swap Account and (ii) for the benefit of the
Class A and Mezzanine Certificates, cause the Trust to enter into the Swap
Agreement. The Trustee shall deposit in the Swap Account all payments that are
payable to the Trust Fund under the Swap Agreement. Net Swap Payments and Swap
Termination Payments (other than Swap Termination Payments resulting from a Swap
Counterparty Trigger Event) payable by the Trustee to the Swap Counterparty
pursuant to the Swap Agreement shall be excluded from the Available Distribution
Amount and payable to the Swap Counterparty prior to any distributions to the
Certificateholders. On the Business Day prior to each Distribution Date, such
amounts will be remitted by the Trustee to the Swap Account for payment to the
Swap Counterparty, first to make any Net Swap Payment owed to the Swap
Counterparty pursuant to the Swap Agreement for such Distribution Date, and
second to make any Swap Termination Payment (not due to a Swap Counterparty
Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement for
such Distribution Date. For federal income tax purposes, such amounts paid to
the Swap Account on the Business Day prior to each Distribution Date shall be
deemed paid to the Swap Account in respect of REMIC II Regular Interest CE-IO to
the extent of the amount distributable on such REMIC II Regular Interest on such
Distribution Date. Any Swap Termination Payment triggered by a Swap Counterparty
Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement will
be subordinated to distributions to the Holders of the Class A and Mezzanine
Certificates and shall be paid as set forth under Section 4.01(a)(4)(v). Net
Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the
Trust Fund pursuant to the Swap Agreement will be deposited by the Trustee into
the Swap Account. On each Distribution Date, to the extent required, the Trustee
shall withdraw the following amounts from the Swap Account to distribute to the
Certificates in the following order of priority, in the case of clauses (D),
(F), (G) and (H), to the extent not covered by Net Monthly Excess Cash Flow:

            (A)     first, to the Holders of the Class A Certificates, to pay
      any unpaid Senior Interest Distribution Amount allocable to such Class of
      Class A Certificates, on a pro rata basis based on the entitlement of each
      such class (in each case to the extent not covered by the Interest
      Remittance Amount);

            (B)     second, to the Holders of the Class A Certificates, to pay
      accrued and unpaid interest to the extent unpaid from interest
      collections, but only to the extent of Prepayment Interest Shortfalls (not
      covered by payments by the Servicer pursuant to


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      Section 3.24) allocated to such Certificates on such Distribution Date, on
      a pro rata basis, based on the amount of such Prepayment Interest
      Shortfalls previously allocated thereto that remain unreimbursed;

            (C)     third, to the Holders of the Mezzanine Certificates, in
      their order of payment priority, to pay any unpaid Interest Distribution
      Amount allocable to each such class (in each case to the extent not
      covered by the Interest Remittance Amount);

            (D)     fourth, to the Holders of the Mezzanine Certificates, in
      order of Highest Priority, in each case up to the related unpaid Interest
      Carry Forward Amount related to such Certificates for such Distribution
      Date;

            (E)     fifth, to the Holders of the Mezzanine Certificates, in
      order of Highest Priority, to pay accrued and unpaid interest to the
      extent unpaid from interest collections, but only to the extent of
      Prepayment Interest Shortfalls (not covered by payments by the Servicer
      pursuant to Section 3.24) allocated to such Certificates on such
      Distribution Date;

            (F)     sixth, to the Holders of the Class A Certificates, on a pro
      rata basis, based on the amount of Net WAC Rate Carryover Amounts
      previously allocated thereto that remain unreimbursed, and then
      sequentially to the Holders of the Class of Mezzanine Certificates in
      order of Highest Priority, the amount of any Net WAC Rate Carryover
      Amounts remaining unpaid as of that Distribution Date;

            (G)     seventh, to the Holders of the Class or Classes of Class A
      and Mezzanine Certificates then entitled to receive distributions in
      respect of principal, in an amount equal to the Overcollateralization
      Increase Amount, distributable as part of the Principal Distribution
      Amount, but only to the extent of the principal portion of Realized Losses
      for such Distribution Date;

            (H)     eighth, to the Holders of the Class A Certificates, pro
      rata, and then to the Holders of the Class of Mezzanine Certificates, in
      order of Highest Priority, the principal portion of any Allocated Realized
      Loss Amount previously allocated thereto that remain unreimbursed; and

            (I)     ninth, to the Holders of the Class CE Certificates any
      balance remaining.

      (b) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply
with the terms of the Swap Agreement and to enforce the terms and provisions
thereof against the Swap Counterparty at the written direction of the Holders of
Class A and Mezzanine Certificates entitled to at least 51% of the Voting Rights
of such Classes of Certificates, or if the Trustee does not receive such
direction from such Certificateholders, then at the written direction of the
Class CE Certificateholder.

      (c) The Swap Account shall be an Eligible Account. Amounts held in the
Swap Account from time to time shall continue to constitute assets of the Trust
Fund, but not of any REMIC, until released from the Swap Account pursuant to
this Section 4.07. The Swap Account


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constitutes an "outside reserve fund" within the meaning of Treasury Regulation
Section 1.860G-2(h) and is not an asset of any REMIC. The Class CE
Certificateholder shall be the owner of the Swap Account. The Trustee shall keep
records that accurately reflect the funds on deposit in the Swap Account. All
funds in the Swap Account shall remain uninvested.

      (d) The Trustee shall treat the holders of each Class of Certificates
(other than the Class CE Certificates and Class R Certificates) as having
entered into a notional principal contract with the holders of the Class CE
Certificates. Pursuant to each such notional principal contract, all holders of
Certificates (other than the Class CE Certificates and Class R Certificates)
shall be treated as having agreed to pay, on each Distribution Date, to the
holder of the Class CE Certificates an aggregate amount equal to the excess, if
any, of (i) the amount payable on such Distribution Date on the REMIC II Regular
Interest corresponding to such Class of Certificates over (ii) the amount
payable on such Class of Certificates on such Distribution Date (such excess, a
"Class IO Distribution Amount"). In addition, pursuant to such notional
principal contract, the holder of the Class CE Certificates shall be treated as
having agreed to pay the related Net WAC Rate Carryover Amounts to the holders
of the Certificates (other than the Class CE Certificates and Class R
Certificates) in accordance with the terms of this Agreement. Any payments to
the Certificates from amounts deemed received in respect of this notional
principal contract shall not be payments with respect to a "regular interest" in
a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from
the Certificates (other than the Class CE Certificates and Class R Certificates)
of a Class IO Distribution Amount shall be treated for tax purposes as having
been received by the holders of such Certificates in respect of the REMIC II
Regular Interest corresponding to such Class of Certificates and as having been
paid by such holders to the Swap Account pursuant to the notional principal
contract. Thus, each Certificate (other than the Class CE Certificates and Class
R Certificates) shall be treated as representing not only ownership of regular
interests in REMIC II, but also ownership of an interest in, and obligations
with respect to, a notional principal contract.

      SECTION 4.08 Tax Treatment of Swap Payments and Swap Termination Payments.
(a) For federal income tax purposes, each holder of a Class A Certificate or a
Mezzanine Certificate is deemed to own an undivided beneficial ownership
interest in a REMIC regular interest and the right to receive payments from the
Swap Account in respect of the Net WAC Rate Carryover Amount, and the obligation
to make payments to the Swap Account as provided herein. For federal income tax
purposes, the Trustee will account for payments to each Class A and Mezzanine
Certificates as follows: each Class A and Mezzanine Certificate will be treated
as receiving their entire payment from REMIC II (regardless of any Swap
Termination Payment or obligation under the Swap Agreement) and subsequently
paying their portion of any Swap Termination Payment in respect of each such
Class' obligation under the Swap Agreement. In the event that any such Class is
resecuritized in a REMIC, the obligation under the Swap Agreement to pay any
such Swap Termination Payment (or any Net Swap Payment), will be made by one or
more of the REMIC Regular Interests issued by the resecuritization REMIC
subsequent to such REMIC Regular Interest receiving its full payment from any
such Class A or Mezzanine Certificate. Resecuritization of any Class A or
Mezzanine Certificate in a REMIC will be permissible only if the Trustee
hereunder is the trustee in such resecuritization.


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      (b) 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 of the 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 Cash Flow. As a
result of the foregoing, the amount of distributions and taxable income 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.

                                    ARTICLE V

                                THE CERTIFICATES

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

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

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

      (b)   The Class A Certificates and the Mezzanine Certificates shall
initially be issued as one or more Certificates held by the Book-Entry Custodian
or, if appointed to hold such Certificates as provided below, the Depository and
registered in the name of the Depository or its nominee and, except as provided
below, registration of such Certificates may not be transferred by the Trustee
except to another Depository that agrees to hold such Certificates for the
respective Certificate Owners with Ownership Interests therein. The Certificate
Owners shall hold their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository and, except as
provided below, shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
All


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transfers by Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents or
of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures. The Trustee is hereby initially appointed as the
Book-Entry Custodian and hereby agrees to act as such in accordance herewith and
in accordance with the agreement that it has with the Depository authorizing it
to act as such. The Book-Entry Custodian may, and, if it is no longer qualified
to act as such, the Book-Entry Custodian shall, appoint, by a written instrument
delivered to the Depositor, the Servicer, the Trustee and, if the Trustee is not
the Book-Entry Custodian, the Trustee, any other transfer agent (including the
Depository or any successor Depository) to act as Book-Entry Custodian under
such conditions as the predecessor Book-Entry Custodian and the Depository or
any successor Depository may prescribe, provided that the predecessor Book-Entry
Custodian shall not be relieved of any of its duties or responsibilities by
reason of any such appointment of other than the Depository. If the Trustee
resigns or is removed in accordance with the terms hereof, the successor Trustee
or, if it so elects, the Depository shall immediately succeed to its
predecessor's duties as Book-Entry Custodian. The Depositor shall have the right
to inspect, and to obtain copies of, any Certificates held as Book-Entry
Certificates by the Book-Entry Custodian.

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

      If (i)(A) the Depositor advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository, and (B) the Depositor is unable to locate a qualified successor or
(ii) after the occurrence of a Servicer Event of Default, Certificate Owners
representing in the aggregate not less than 66% of the Ownership Interests of
the Book-Entry Certificates advise the Trustee through the Depository, in
writing, that the continuation of a book-entry system through the Depository is
no longer in the best interests of the Certificate Owners, the Trustee shall
notify all Certificate Owners, through the Depository, of the occurrence of any
such event and of the availability of Definitive Certificates to Certificate
Owners requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Book-Entry Custodian or the Depository, as applicable,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall cause the Definitive Certificates to be issued. Such
Definitive Certificates will be issued in minimum denominations of $25,000,
except that any beneficial ownership that was represented by a Book-Entry


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Certificate in an amount less than $25,000 immediately prior to the issuance of
a Definitive Certificate shall be issued in a minimum denomination equal to the
amount represented by such Book-Entry Certificate. None of the Depositor, the
Servicer or the Trustee shall be liable for any delay in the delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates all references
herein to obligations imposed upon or to be performed by the Depository shall be
deemed to be imposed upon and performed by the Trustee, to the extent applicable
with respect to such Definitive Certificates, and the Trustee shall recognize
the Holders of the Definitive Certificates as Certificateholders hereunder.

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

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

      Notwithstanding the foregoing, in the event of any such transfer of any
Ownership Interest in any Private Certificate that is a Book-Entry Certificate,
except with respect to the initial transfer of any such Ownership Interest by
the Depositor, such transfer shall be required to


                                       109



be made in reliance upon Rule 144A under the 1933 Act, and the transferee will
be deemed to have made each of the transferee representations and warranties set
forth Exhibit F-1 hereto in respect of such interest as if it was evidenced by a
Definitive Certificate. The Certificate Owner of any such Ownership Interest in
any such Book-Entry Certificate desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

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

      The Trustee agrees to notify the Servicer (in electronic format to John
Alkire (jalkire@fmtinv.com) and Emilia Lara (elara@fmtinv.com) or by such other
means as the Servicer shall so indicate in writing to the Trustee and mutually
agreed) in each instance the Class CE Certificate is transferred after the
Closing Date and the Servicer may conclusively rely on any such notice.

      (c)   (i)     No purchase or transfer of the Class CE Certificates, the
Class P Certificates or the Residual Certificates or any interest therein shall
be made to any Plan, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person acquiring such Certificates with "plan assets" (within
the meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.
2510.3-101, as modified by Section 3(42) of ERISA, ("Plan Assets")) of a Plan,
as certified by such beneficial owner in the form of Exhibit G, unless the
beneficial owner provides the Trustee with an Opinion of Counsel acceptable to
and in form and substance satisfactory to the Depositor, the Trustee and the
Servicer to the effect that the purchase and holding of such Certificates is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code (or comparable provisions of any subsequent enactments) and will not
subject the Depositor, the Servicer, the Trustee or the Trust Fund to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
the Trustee or the Trust Fund.

      (ii)  Until the Swap Agreement terminates in June 2010, the Class A-3
Certificates, the Class A-4 Certificates, the Class A-5 Certificates, the Class
M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the
Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates,
the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9
Certificates and the Class M-10 Certificates or any interest therein may not be
purchased by or transferred to a Plan, any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring such Certificates
with Plan Assets. Each beneficial owner of such Certificates or any interest
therein shall be deemed to have represented, by virtue of its acquisition or
holding of such Certificates or any interest therein, that it is not a Plan, any
Person acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with Plan Assets. After the termination of the Swap
Agreement in June 2010, each beneficial owner of the Class


                                       110



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

      (iii) Until the Swap Agreement terminates in June 2010, the Class A-1
Certificates and the Class A-2 Certificates or any interest therein may not be
purchased by or transferred to a Plan, any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring such Certificates
with Plan Assets unless the beneficial owner of such Certificates or any
interest therein represents that its acquisition and holding of such
Certificates or any interest therein is eligible for exemptive relief under one
or more of the following exemptions: Prohibited Transaction Class Exemption
("PTCE") 96-23 (for transactions effected by "in-house asset managers"; PTCE
95-60 (for transactions by insurance company general accounts); PTCE 91-38, (for
transactions by bank collective investment funds); PTCE 90-1 (for transactions
by insurance company pooled separate accounts); PTCE 84-14 (for transactions
effected by "qualified professional asset managers") (collectively, the
"Investor Exemptions") and Section 408(b)(17) of ERISA (for transactions between
a Plan and a person or an entity that is a party in interest to such Plan (other
than a party in interest that is a fiduciary, or its affiliate, that has or
exercises discretionary authority or control or renders investment advice with
respect to the assets of the Plan involved in the transaction) solely by reason
of providing services to the Plan, but only if the Plan pays no more, or
receives no less, than adequate consideration) (the "Service Provider
Exemption"). After the termination of the Swap Agreement in June 2010, each
beneficial owner of the Class A-1 Certificates or the Class A-2 Certificates or
any interest therein shall be deemed to have represented, by virtue of its
acquisition or holding of such Certificates or any interest therein, that either
(A) it is not a Plan, any Person acting, directly or indirectly, on behalf of
any such Plan or any Person acquiring such Certificates with Plan Assets, (B) it
has acquired and is holding such Certificates in reliance on the Underwriters'
Exemption, and that it understands that there are certain conditions to the
availability of the Underwriters' Exemption, including that such Certificates
must be rated, at the time of purchase, not lower than "BBB-" (or its
equivalent) by Fitch, S&P or Moody's and such Certificates are so rated, that it
is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act of 1933, as amended, and that it will obtain a representation
from any transferee that such transferee is an accredited investor, or (C) it
has acquired and is holding such Certificates in reliance on the Service


                                       111



Provider Exemption or one or more of the Investor Exemptions and it understands
that there are certain conditions to the availability of the Service Provider
Exemption and the Investor Exemptions.

      (iv)  Neither a certification nor an Opinion of Counsel shall be required
in connection with (A) the initial transfer of any such Certificate by the
Depositor to an Affiliate of the Depositor, (B) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (C) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor (in which case such transferee shall be deemed to
have represented that it is not purchasing with Plan Assets) and the Trustee
shall be entitled to conclusively rely upon a representation (which, upon the
request of the Trustee, shall be a written representation) from the Depositor of
the status of such transferee as an affiliate of the Depositor.

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

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

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

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


                                       112



      will endeavor to remain a Permitted Transferee, and that it has reviewed
      the provisions of this Section 5.02(d) and agrees to be bound by them.

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

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

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

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

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

            (B)     If any purported Transferee shall become a holder of a
      Residual Certificate in violation of the restrictions in this Section
      5.02(d) and to the extent that the retroactive restoration of the rights
      of the holder of such Residual Certificate as described in clause (iii)(A)
      above shall be invalid, illegal or unenforceable, then the Trustee shall
      have the right, but not the obligation, without notice to the holder or
      any prior holder of such Residual Certificate, to sell such Residual
      Certificate to a purchaser selected by the


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      Trustee on such terms as the Trustee may choose. Such purported Transferee
      shall promptly endorse and deliver each Residual Certificate in accordance
      with the instructions of the Trustee. Such purchaser may be the Trustee
      itself or any Affiliate of the Trustee. The proceeds of such sale, net of
      the commissions (which may include commissions payable to the Trustee or
      its Affiliates), expenses and taxes due, if any, will be remitted by the
      Trustee to such purported Transferee. The terms and conditions of any sale
      under this clause (iii)(B) shall be determined in the sole discretion of
      the Trustee, and the Trustee shall not be liable to any Person having an
      Ownership Interest in a Residual Certificate as a result of its exercise
      of such discretion.

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

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

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

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

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


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

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

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

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

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

      SECTION 5.05 Certain Available Information. On or prior to the date of the
first sale of any Private Certificate to an Independent third party, the
Depositor shall provide to the Trustee a


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copy of any private placement memorandum or other disclosure document used by
the Depositor in connection with the offer and sale of such Certificates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee a copy of the private placement memorandum or
disclosure document, as revised, amended or supplemented. The Trustee shall
maintain at its Corporate Trust Office and shall make available free of charge
during normal business hours for review by any Holder of a Certificate, a
Certificate Owner or any Person identified to the Trustee as a prospective
transferee of a Certificate, originals or copies of the following items: (i) in
the case of a Holder, a Certificate Owner or prospective transferee of a Private
Certificate, the related private placement memorandum or other disclosure
document relating to such Class of Certificates, in the form most recently
provided to the Trustee; and (ii) in all cases, (A) this Agreement and any
amendments hereof entered into pursuant to Section 12.01, (B) all monthly
statements required to be delivered to Certificateholders of the relevant Class
pursuant to Section 4.02 since the Closing Date, and all other notices, reports,
statements and written communications delivered to the Certificateholders of the
relevant Class pursuant to this Agreement since the Closing Date, (C) all
certifications delivered by a Responsible Officer of the Trustee since the
Closing Date pursuant to Section 10.01(h), (D) any and all Officers'
Certificates delivered to the Trustee by the Servicer since the Closing Date to
evidence the Servicer's determination that any Advance or Servicing Advance was,
or if made, would be a Nonrecoverable Advance or Nonrecoverable Servicing
Advance, respectively, and (E) any and all Officers' Certificates delivered to
the Trustee by the Servicer since the Closing Date pursuant to Section 4.04(a).
Copies and mailing of any and all of the foregoing items will be available from
the Trustee upon request at the expense of the Person requesting the same.

                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

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

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

      The Depositor or the Servicer may be merged or consolidated with or into
any Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting


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from any merger or consolidation to which the Depositor or the Servicer shall be
a party, or any Person succeeding to the business of the Depositor or the
Servicer, shall be the successor of the Depositor or the Servicer, as the case
may be, hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the Rating Agencies' ratings of the
Class A Certificates and the Mezzanine Certificates in effect immediately prior
to such merger or consolidation will not be qualified, reduced or withdrawn as a
result thereof (as evidenced by a letter to such effect from the Rating
Agencies).

      SECTION 6.03 Limitation on Liability of the Depositor, the Servicer and
Others. (a) None of the Depositor, the Servicer or any of the directors,
officers, employees or agents of the Depositor or the Servicer shall be under
any liability to the Trustee, Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Servicer or any such person
against any breach of warranties, representations or covenants made herein, or
against any specific liability imposed on the Servicer pursuant hereto, or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties hereunder. The Depositor, the
Servicer and any director, officer, employee or agent of the Depositor or the
Servicer may rely in good faith on any document of any kind which, prima facie,
is properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Servicer and any director, officer, employee or
agent of the Depositor or the Servicer shall be indemnified by the Trust Fund
and held harmless against any loss, liability or expense (including reasonable
legal fees and disbursements of counsel) incurred on their part that may be
sustained in connection with, arising out of, or related to, any claim or legal
action (including any pending or threatened claim or legal action) relating to
this Agreement or the Certificates, other than any loss, liability or expense
relating to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) or any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of reckless disregard of obligations and duties hereunder. Neither the
Depositor nor the Servicer shall be under any obligation to appear in, prosecute
or defend any legal action that is not incidental to its duties under this
Agreement and that in its opinion may involve it in any expense or liability;
provided, however, that the Depositor or the Servicer may in its discretion
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the Depositor or the
Servicer shall be entitled to be reimbursed therefor from the Custodial Account
as and to the extent provided in Section 3.11, any such right of reimbursement
being prior to the rights of the Certificateholders to receive any amount in the
Custodial Account. Nothing in this Subsection 6.03(a) shall affect the
Servicer's obligation to supervise, or to take such actions as are necessary to
ensure, the servicing and administration of the Mortgage Loans pursuant to
Subsection 3.01(a).


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

      SECTION 6.04 Limitation on Resignation of the Servicer. (a) The Servicer
shall not resign from the obligations and duties hereby imposed on it except
upon determination that its duties hereunder are no longer permissible under
applicable law or as provided in Section 6.04(c). Any such determination
pursuant to the preceding sentence permitting the resignation of the Servicer
shall be evidenced by an Opinion of Counsel to such effect obtained at the
expense of the Servicer and delivered to the Trustee. No resignation of the
Servicer shall become effective until the Trustee or a successor servicer shall
have assumed the Servicer's responsibilities, duties, liabilities (other than
those liabilities arising prior to the appointment of such successor) and
obligations under this Agreement.

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

      SECTION 6.05 Rights of the Depositor in Respect of the Servicer. The
Servicer shall afford (and any Sub-Servicing Agreement shall provide that each
Sub-Servicer shall afford) the Depositor and the Trustee, upon reasonable
notice, during normal business hours, access to all records maintained by the
Servicer (and any such Sub-Servicer) in respect of the Servicer's rights and
obligations hereunder and access to officers of the Servicer (and those of any
such Sub-Servicer) responsible for such obligations. Upon request, the Servicer
shall furnish to the Depositor and the Trustee its (and any such Sub-Servicer's)
most recent financial statements and such other information relating to the
Servicer's capacity to perform its obligations under this Agreement as it
possesses (and that any such Sub-Servicer possesses). To the extent such
information is not otherwise available to the public, the Depositor and the
Trustee shall not disseminate any information obtained pursuant to the preceding
two sentences without the Servicer's written consent, except as required
pursuant to this Agreement or to the extent that it is appropriate to do so (i)
in working with legal counsel, auditors, taxing authorities or other
governmental agencies, (ii) pursuant to any law, rule, regulation, order,
judgment, writ, injunction or decree of any court or governmental authority
having jurisdiction over the Depositor and the Trustee or the Trust Fund, and in
any case, the Depositor or the Trustee, (iii) in disclosure of any and all
information that is or becomes publicly known, or information obtained by the
Trustee from sources other than the Depositor or the Servicer, (iv) disclosure
as required pursuant to this Agreement or (v) in disclosure of any and all
information(A) in any preliminary or final offering circular, registration
statement or contract or other document pertaining to the transactions
contemplated by the Agreement approved in advance by the Depositor or the


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Servicer or (B) to any affiliate, independent or internal auditor, agent,
employee or attorney of the Trustee having a need to know the same, provided
that the Trustee advises such recipient of the confidential nature of the
information being disclosed, and uses its best efforts to assure the
confidentiality of any such disseminated non-public information. The Depositor
may, but is not obligated to, enforce the obligations of the Servicer under this
Agreement and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Servicer under this Agreement or
exercise the rights of the Servicer under this Agreement; provided that the
Servicer shall not be relieved of any of its obligations under this Agreement by
virtue of such performance by the Depositor or its designee. The Depositor shall
not have any responsibility or liability for any action or failure to act by the
Servicer and is not obligated to supervise the performance of the Servicer under
this Agreement or otherwise.

                                   ARTICLE VII

                                     DEFAULT

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

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

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

            (iii)   a decree or order of a court or agency or supervisory
      authority having jurisdiction in the premises in an involuntary case under
      any present or future federal or state bankruptcy, insolvency or similar
      law or the appointment of a conservator or


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      receiver or liquidator in any insolvency, readjustment of debt,
      marshalling of assets and liabilities or similar proceeding, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Servicer and such decree or order shall have remained in force
      undischarged or unstayed for a period of 90 days; or

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

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

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

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

      If a Servicer Event of Default described in clauses (i) through (vi) of
this Section shall occur, then, and in each and every such case, so long as such
Servicer Event of Default shall not have been remedied, the Trustee may, and at
the written direction of the Holders of Certificates entitled to at least 66% of
Voting Rights, the Trustee shall, by notice in writing to the Servicer and to
the Depositor, terminate all of the rights and obligations of the Servicer in
its capacity as Servicer under this Agreement, to the extent permitted by law,
in and to the Mortgage Loans and the proceeds thereof. If a Servicer Event of
Default described in clause (vii) hereof shall occur, the Trustee shall, by
notice in writing to the Servicer, terminate all of the rights and obligations
of the Servicer in its capacity as Servicer under this Agreement in and to the
Mortgage Loans and the proceeds thereof and the Trustee as successor Servicer,
or another successor servicer appointed in accordance with Section 7.02, shall
immediately make such Advance. On or after the receipt by the Servicer of such
written notice, all authority and power of the Servicer under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in
the Trustee pursuant to and under this Section, and, without limitation, the
Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise, to
execute and deliver, on behalf of and at the expense of the Servicer, any and
all documents and other instruments and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, provided, however, the
parties acknowledge that notwithstanding the preceding sentence there may be a
transition period, not to exceed 90 days, in order to effect the transfer of the
Servicing obligations to the Trustee or other successor servicer. The Servicer
agrees promptly (and in any event no later than ten Business Days subsequent to
such notice) to provide the Trustee with all documents and records requested by
it


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to enable it to assume the Servicer's functions under this Agreement, and to
cooperate with the Trustee in effecting the termination of the Servicer's
responsibilities and rights under this Agreement, including, without limitation,
the transfer within one Business Day to the Trustee for administration by it of
all cash amounts which at the time shall be or should have been credited by the
Servicer to the Custodial Account held by or on behalf of the Servicer, the
Certificate Account or any REO Account or Servicing Account held by or on behalf
of the Servicer or thereafter be received with respect to the Mortgage Loans or
any REO Property serviced by the Servicer (provided, however, that the Servicer
shall continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the date of such termination, whether in
respect of Advances, Servicing Advances or otherwise, and shall continue to be
entitled to the benefits of Section 6.03, notwithstanding any such termination,
with respect to events occurring prior to such termination). For purposes of
this Section 7.01, the Trustee shall not be deemed to have knowledge of a
Servicer Event of Default unless a Responsible Officer of the Trustee assigned
to and working in the Trustee's Corporate Trust Office has actual knowledge
thereof or unless written notice of any event which is in fact such a Servicer
Event of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.

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


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

            (2)     No appointment of a successor to the Servicer under this
      Agreement shall be effective until the assumption by the successor of all
      of the Servicer's responsibilities, duties and liabilities hereunder. In
      connection with such appointment and assumption described herein, the
      Trustee may make such arrangements for the compensation of such successor
      out of payments on Mortgage Loans as it and such successor shall agree;
      provided, however, that no such compensation shall be in excess of that
      permitted the Servicer as such hereunder. The Depositor, the Trustee and
      such successor shall take such action, consistent with this Agreement, as
      shall be necessary to effectuate any such succession. Pending appointment
      of a successor to the Servicer under this Agreement, the Trustee shall act
      in such capacity as hereinabove provided.

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

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

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

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE


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      SECTION 8.01 Duties of Trustee. (a) The Trustee, prior to the occurrence
of a Servicer Event of Default and after the curing of all Servicer Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement. During a Servicer Event
of Default (which has not been cured or waived), the Trustee shall exercise such
of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs. Any
permissive right of the Trustee enumerated in this Agreement shall not be
construed as a duty.

      (b)   The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform on their face to the requirements of this Agreement. If any such
instrument is found not to conform on its face to the requirements of this
Agreement in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected, and if the instrument is not
corrected to its satisfaction, will provide notice thereof to the
Certificateholders.

      (c)   No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

            (i)     Prior to the occurrence of a Servicer Event of Default, and
      after the curing of all such Servicer Events of Default which may have
      occurred, the duties and obligations of the Trustee shall be determined
      solely by the express provisions of this Agreement, the Trustee shall not
      be liable except for the performance of such duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Trustee and, in
      the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee that conform to the requirements of this
      Agreement;

            (ii)    The Trustee shall not be personally liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible
      Officers of the Trustee unless it shall be proved that the Trustee was
      negligent in ascertaining the pertinent facts; and

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

      (d)   The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a Trust


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REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C) any
tax on "net income from foreclosure property" as defined in Section 860G(c) of
the Code, but only if such taxes arise out of a breach by the Trustee of its
obligations hereunder, which breach constitutes negligence or misconduct of the
Trustee.

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

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

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

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

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

            (v)     Prior to the occurrence of a Servicer Event of Default
      hereunder and after the curing of all Servicer Events of Default which may
      have occurred, the Trustee shall not be bound to make any investigation
      into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, report, notice, request, consent, order,
      approval, bond or other paper or document, unless requested in writing to
      do so by the Holders of Certificates entitled to at least 25% of the
      Voting Rights; provided, however, that if the payment within a reasonable
      time to the Trustee of the costs, expenses or liabilities likely to be
      incurred by it in the making of such investigation is, in the opinion of
      the Trustee not reasonably assured to the Trustee by such
      Certificateholders, the


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      Trustee may require indemnity reasonably satisfactory to it against such
      expense or liability from such Certificateholders as a condition to taking
      any such action;

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

            (vii)   The Trustee shall have no obligation to invest and reinvest
      any cash held in the absence of timely and specific written investment
      direction from the Servicer or the Depositor. Except as provided in
      Section 3.12(b) with respect to the funds on deposit in the Certificate
      Account, in no event shall the Trustee be liable for the selection of
      investments or for investment losses incurred thereon and the Trustee
      shall have no liability in respect of losses incurred as a result of the
      liquidation of any investment incurred as a result of the liquidation of
      any investment prior to its stated maturity or the failure of the Servicer
      or the Depositor to provide timely written investment direction; and

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

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

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


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

      SECTION 8.05 Trustee's Fees and Expenses. (a) The Trustee shall withdraw
from the Certificate Account on each Distribution Date and pay to itself the
Trustee Fee. The Trustee, and any director, officer, employee or agent of the
Trustee shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense (not including expenses, disbursements and advances
incurred or made by the Trustee including the compensation and the expenses and
disbursements of its agents and counsel, in the ordinary course of the Trustee's
performance in accordance with the provisions of this Agreement) incurred by the
Trustee in connection with any Servicer Event of Default (not including
expenses, disbursements and advances incurred or made by the Trustee in its
capacity as successor Servicer), default, claim or legal action or any pending
or threatened claim or legal action arising out of or in connection with the
acceptance or administration of its obligations and duties under this Agreement
or the Swap Agreement, other than any loss, liability or expense (i) resulting
from a breach of the Servicer's obligations and duties under this Agreement (for
which the Servicer indemnifies pursuant to Sections 8.05(b) and 10.03(b)), (ii)
for the expenses of preparing and filing Tax Returns pursuant to Section
10.01(d) or (iii) any loss, liability or expense incurred by reason of its
willful misfeasance, bad faith or negligence in the performance of its duties
hereunder or by reason of reckless disregard of its respective obligations and
duties hereunder. Any amounts payable to the Trustee, or any director, officer,
employee or agent of the Trustee in respect of the indemnification provided by
this paragraph (a), or pursuant to any other right of reimbursement from the
Trust Fund that the Trustee, or any director, officer, employee or agent of the
Trustee, may have hereunder in its capacity as such, may be withdrawn by the
Trustee from the Certificate Account at any time.

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

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

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


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Section 8.07 shall have a sufficient rating so as to maintain the then-current
ratings of the Certificates. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07.

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

      If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.06 and shall fail to resign after written request
therefor by the Depositor, or if at any time the Trustee shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Depositor may remove
the Trustee and appoint a successor trustee by written instrument, in duplicate,
which instrument shall be delivered to the Trustee so removed and to the
successor trustee. A copy of such instrument shall be delivered to the
Certificateholders and the Servicer by the Depositor.

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

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

      SECTION 8.08 Successor Trustee. Any successor trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor
and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and


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related documents and statements, as well as all moneys, held by it hereunder
(other than any Mortgage Files at the time held by a custodian, which custodian
shall become the agent of any successor trustee hereunder), and the Depositor
and the predecessor trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor trustee all such rights, powers, duties
and obligations.

      No successor trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 8.06 and the appointment of such successor
trustee shall not result in a downgrading of any Class of Certificates by either
Rating Agency, as evidenced by a letter from each Rating Agency.

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

      SECTION 8.09 Merger or Consolidation of Trustee. Any corporation or
association into which the Trustee may be merged or converted or with which it
may be consolidated or any corporation or association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or association succeeding to the business of the Trustee shall be
the successor of the Trustee hereunder, provided such corporation or association
shall be eligible under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

      SECTION 8.10 Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of REMIC I
or property securing the same may at the time be located, the Servicer and the
Trustee acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of REMIC I, and to vest in such Person or
Persons, in such capacity, such title to REMIC I, or any part thereof, and,
subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Servicer and the Trustee may consider
necessary or desirable. Any such co-trustee or separate trustee shall be subject
to the written approval of the Servicer. If the Servicer shall not have joined
in such appointment within 15 days after the receipt by it of a request so to
do, or in case a Servicer Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof. The Servicer shall be
responsible for the fees of any co-trustee or separate trustee appointed under
this Section 8.10.


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

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

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

      SECTION 8.11 Trustee to Execute Swap Agreement. The Depositor hereby
directs the Trustee to execute, deliver and perform its obligations under the
Swap Agreement on the Closing Date and thereafter on behalf of the Holders of
the Class A Certificates and the Mezzanine Certificates. The Depositor, the
Servicer and the Holders of the Class A Certificates and the Mezzanine
Certificates by their acceptance of such Certificates acknowledge and agree that
the Trustee shall execute, deliver and perform its obligations under the Swap
Agreement and shall do so solely in its capacity as Trustee of the Trust Fund
and not in its individual capacity.

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

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


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

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

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

      SECTION 8.14 Valid, Legal and Binding Obligation. This Agreement, assuming
due authorization, execution and delivery by the other parties hereto,
constitutes a valid, legal and binding obligation of it, enforceable against it
in accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, receivership, reorganization, moratorium and other laws affecting
the enforcement of creditors' rights generally, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law.

                                   ARTICLE IX

                                   TERMINATION

      SECTION 9.01 Termination Upon Repurchase or Liquidation of All Mortgage
Loans. (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Servicer and the
Trustee (other than the obligations of the Servicer to the Trustee pursuant to
Section 8.05 and of the Servicer to make remittances to the Trustee and the
Trustee to make payments in respect of the REMIC I Regular Interests and the
Classes of Certificates as hereinafter set forth) shall terminate upon payment
to the Certificateholders and the deposit of all amounts held by or on behalf of
the Trustee and required hereunder to be so paid or deposited on the
Distribution Date coinciding with or following the earlier to occur of (i) the
purchase by the Terminator (as defined below) of all Mortgage Loans and each REO
Property remaining in REMIC I and (ii) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I; provided, however, that in no event shall the trust
created hereby continue beyond the earlier of (a) the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James, living on the
date hereof and (b) the latest possible Maturity Date. Subject to Section 3.10
hereof, the purchase by the Terminator of all Mortgage Loans and each REO
Property remaining in REMIC I shall be at a price equal to the greater of (i)
the Stated Principal Balance of the Mortgage Loans and the appraised value of
any REO Properties (such appraisal to be conducted by an Independent appraiser
mutually agreed upon by the Terminator and, to the extent that the Class A
Certificates or a Class of Mezzanine Certificates will not receive all amounts
owed to it as a result of the termination, the Trustee, in their reasonable
discretion) and (ii) the fair market value of the Mortgage Loans and the REO
Properties (as determined by the Terminator and, to the extent that the Class A
Certificates or a Class of Mezzanine Certificates will not receive all amounts
owed to it as a result of the termination, the Trustee (it being understood and
agreed that any


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determination by the Trustee shall be made solely in reliance on an appraisal by
an Independent appraiser as provided above)), as of the close of business on the
third Business Day next preceding the date upon which notice of any such
termination is furnished to the related Certificateholders pursuant to Section
9.01(c), in each case plus accrued and unpaid interest thereon at the weighted
average of the Mortgage Rates through the end of the Due Period preceding the
final Distribution Date plus unreimbursed Servicing Advances, any Swap
Termination Payment payable to the Swap Counterparty then remaining unpaid or
which is due to the exercise of such option, Advances, any unpaid Servicing Fees
allocable to such Mortgage Loans and REO Properties and any accrued and unpaid
Net WAC Rate Carryover Amounts (the "Termination Price"); provided, however,
such option may only be exercised if the Termination Price is sufficient to pay
all interest accrued on, as well as amounts necessary to retire the principal
balance of, each class of notes issued pursuant to the Indenture. If the
determination of the fair market value of the Mortgage Loans and REO Properties
shall be required to be made by the Terminator and an Independent appraiser as
provided above, (A) such appraisal shall be obtained at no expense to the
Trustee and (B) the Trustee may conclusively rely on, and shall be protected in
relying on, such appraisal.

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

      (c)   Notice of the liquidation of the Certificates shall be given
promptly by the Trustee by letter to Certificateholders mailed (a) in the event
such notice is given in connection with the purchase of the Mortgage Loans and
each REO Property by the Terminator, not earlier than the 10th day and not later
than the 20th day of the month next preceding the month of the final
distribution on the related Certificates or (b) otherwise during the month of
such final distribution on or before the Determination Date in such month, in
each case specifying (i) the Distribution Date upon which the Trust Fund will
terminate and the final payment in respect of the REMIC I Regular Interests, as
applicable and the related Certificates will be made upon presentation and
surrender of the related Certificates at the office of the Trustee therein
designated, (ii) the amount of any such final payment, (iii) that no interest
shall accrue in respect of the REMIC I Regular Interests or the related
Certificates from and after the Interest Accrual Period relating to the final
Distribution Date therefor and (iv) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the related Certificates at the office of the
Trustee. In the event such notice is given in connection with the purchase of
all of the Mortgage Loans and each REO Property remaining in REMIC I by the
Terminator, the Terminator shall deliver to the Trustee for deposit in the
Certificate Account, not later than the third Business Day preceding the date
for such final payment, an amount in immediately available funds equal to the
above-described


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purchase price. The Trustee shall remit to the Servicer from such funds
deposited in the Certificate Account (i) any amounts which the Servicer would be
permitted to withdraw and retain from the Custodial Account pursuant to Section
3.11 and (ii) any other amounts otherwise payable by the Trustee to the Servicer
from amounts on deposit in the Certificate Account pursuant to the terms of this
Agreement, in each case prior to making any final distributions pursuant to
Section 10.01(d) below. Upon certification to the Trustee by the Terminator of
the making of such final deposit, the Trustee shall promptly release to the
Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee
shall execute all assignments, endorsements and other instruments necessary to
effectuate such transfer.

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

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

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

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

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

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

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


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                                    ARTICLE X

                                REMIC PROVISIONS

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

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

      (c)   The Trustee shall be reimbursed for any and all expenses relating to
any tax audit of the Trust Fund (including, but not limited to, any professional
fees or any administrative or judicial proceedings with respect to each Trust
REMIC that involve the Internal Revenue Service or state tax authorities),
including the expense of obtaining any tax related Opinion of Counsel required
to be obtained hereunder. The Trustee, as agent for each Trust REMIC's tax
matters person shall (i) act on behalf of the Trust Fund in relation to any tax
matter or controversy involving any Trust REMIC and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The holder of
the largest Percentage Interest of each Class of Residual Certificates shall be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
matters person of the Trust REMICs created hereunder. By their acceptance
thereof, the holder of the largest Percentage Interest of the Residual
Certificates hereby agrees to irrevocably appoint the Trustee or an Affiliate as
its agent to perform all of the duties of the tax matters person for the Trust
Fund.

      (d)   The Trustee shall prepare, sign and file all of the Tax Returns
(including Form 8811, which must be filed within 30 days following the Closing
Date) in respect of each Trust REMIC created hereunder. The expenses of
preparing and filing such returns shall be borne by the Trustee without any
right of reimbursement therefor.

      (e)   The Trustee shall perform on behalf of each Trust REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC under the Code, the REMIC Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, as required by the Code, the REMIC Provisions or other such
compliance guidance, the Trustee shall provide (i) to any Transferor of a
Residual


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Certificate such information as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any Person who is not a
Permitted Transferee, (ii) to the Certificateholders such information or reports
as are required by the Code or the REMIC Provisions including reports relating
to interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required) and (iii) to the Internal Revenue Service the
name, title, address and telephone number of the person who will serve as the
representative of each Trust REMIC. The Depositor shall provide or cause to be
provided to the Trustee, within ten (10) days after the Closing Date, all
information or data that the Trustee reasonably determines to be relevant for
tax purposes as to the valuations and issue prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flow of the Certificates.

      (f)   The Trustee shall take such action and shall cause each Trust REMIC
created hereunder to take such action as shall be necessary to create or
maintain the status thereof as a REMIC under the REMIC Provisions. The Trustee
shall not take any action or cause the Trust Fund to take any action or fail to
take (or fail to cause to be taken) any action that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) endanger the status of each
Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust
Fund (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC
Event") unless the Trustee has received an Opinion of Counsel, addressed to the
Trustee (at the expense of the party seeking to take such action but in no event
at the expense of the Trustee) to the effect that the contemplated action will
not, with respect to any Trust REMIC, endanger such status or result in the
imposition of such a tax, nor shall the Servicer take or fail to take any action
(whether or not authorized hereunder) as to which the Trustee has advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse
REMIC Event could occur with respect to such action; provided that the Servicer
may conclusively rely on such Opinion of Counsel and shall incur no liability
for its action or failure to act in accordance with such Opinion of Counsel. In
addition, prior to taking any action with respect to any Trust REMIC or the
respective assets of each, or causing any Trust REMIC to take any action, which
is not contemplated under the terms of this Agreement, the Servicer will consult
with the Trustee or its designee, in writing, with respect to whether such
action could cause an Adverse REMIC Event to occur with respect to any Trust
REMIC and the Servicer shall not take any such action or cause any Trust REMIC
to take any such action as to which the Trustee has advised it in writing that
an Adverse REMIC Event could occur; provided that the Servicer may conclusively
rely on such writing and shall incur no liability for its action or failure to
act in accordance with such writing. The Trustee may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not permitted by this Agreement, but in no event
shall such cost be an expense of the Trustee. At all times as may be required by
the Code, the Trustee will ensure that substantially all of the assets of each
Trust REMIC will consist of "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code, to the extent such obligations are within the Trustee's
control and not otherwise inconsistent with the terms of this Agreement.


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      (g)   In the event that any tax is imposed on "prohibited transactions"
of any Trust REMIC created hereunder as defined in Section 860F(a)(2) of the
Code, on the "net income from foreclosure property" of such REMIC as defined in
Section 860G(c) of the Code, on any contributions to any such REMIC after the
Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax
is imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trustee pursuant to Section 10.03 hereof,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, (ii) to the Servicer pursuant to Section 10.03
hereof, if such tax arises out of or results from a breach by the Servicer of
any of its obligations under Article III or this Article X, or (iii) in all
other cases, against amounts on deposit in the Certificate Account and shall be
paid by withdrawal therefrom.

      (h)   On or before April 15 of each calendar year, commencing April 15,
2007, the Trustee shall deliver to each Rating Agency an Officer's Certificate
of the Trustee stating the Trustee's compliance with this Article X.

      (i)   The Trustee shall, for federal income tax purposes, maintain books
and records with respect to each Trust REMIC on a calendar year and on an
accrual basis.

      (j)   Following the Startup Day, neither the Servicer nor the Trustee
shall accept any contributions of assets to any Trust REMIC other than in
connection with any Qualified Substitute Mortgage Loan delivered in accordance
with Section 2.03 unless it shall have received an Opinion of Counsel to the
effect that the inclusion of such assets in the Trust Fund will not cause any
Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject any Trust REMIC to any tax under the REMIC Provisions or
other applicable provisions of federal, state and local law or ordinances.

      (k)   Neither the Trustee nor the Servicer shall enter into any
arrangement by which any Trust REMIC will receive a fee or other compensation
for services nor knowingly permit any Trust REMIC to receive any income from
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the
Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.

      SECTION 10.02 Prohibited Transactions and Activities. None of the
Depositor, the Servicer or the Trustee shall sell, dispose of or substitute for
any of the Mortgage Loans (except in connection with (i) the foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a
Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy
of REMIC I, (iii) the termination of REMIC I pursuant to Article IX of this
Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor
acquire any assets for any Trust REMIC (other than REO Property acquired in
respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in
the Custodial Account or the Certificate Account for gain, nor accept any
contributions to any Trust REMIC after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it
has received an Opinion of Counsel, addressed to the Trustee (at the expense of
the party seeking to cause such sale, disposition, substitution, acquisition or
contribution but in no event at the expense of the


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Trustee) that such sale, disposition, substitution, acquisition or contribution
will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b)
cause any Trust REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.

      SECTION 10.03 Servicer and Trustee Indemnification. (a) The Trustee agrees
to indemnify the Trust Fund, the Depositor and the Servicer for any taxes and
costs including, without limitation, any reasonable attorneys' fees imposed on
or incurred by the Trust Fund, the Depositor or the Servicer as a result of a
breach of the Trustee's covenants set forth in this Article X.

      (b)   The Servicer agrees to indemnify the Trust Fund, the Depositor and
the Trustee for any taxes and costs including, without limitation, any
reasonable attorneys' fees imposed on or incurred by the Trust Fund, the
Depositor or the Trustee, as a result of a breach of the Servicer's covenants
set forth in Article III or this Article X.

                                   ARTICLE XI

                      TRUSTEE COMPLIANCE WITH REGULATION AB

      SECTION 11.01 Intent of the Parties; Reasonableness. The Seller, the
Trustee, the Depositor and the Servicer acknowledge and agree that the purpose
of Article XI of this Agreement is to facilitate compliance by the Seller and
the Depositor with the provisions of Regulation AB and related rules and
regulations of the Commission. Neither the Seller nor the Depositor shall
exercise its right to request delivery of information or other performance under
these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the
Commission thereunder. Each of the Depositor, the Seller, the Servicer and the
Trustee acknowledges that interpretations of the requirements of Regulation AB
may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise, and agrees to comply with
requests made by the Seller or the Depositor in good faith for delivery of
information under these provisions on the basis of evolving interpretations of
Regulation AB. Each of the Servicer and the Trustee shall cooperate fully with
the Seller to deliver to the Seller (including any of its assignees or
designees) and the Depositor, any and all statements, reports, certifications,
records and any other information necessary in the good faith determination of
the Seller or the Depositor to permit the Seller or the Depositor to comply with
the provisions of Regulation AB, together with such disclosures relating to the
Servicer, the Trustee and the Mortgage Loans, or the servicing of the Mortgage
Loans, reasonably believed by the Seller or the Depositor to be necessary in
order to effect such compliance.

      SECTION 11.02 Additional Representations and Warranties of the Trustee.
For so long as the Trust is subject to the reporting requirements of the
Exchange Act, the Trustee agrees that:

      (a)   The Trustee shall be deemed to represent to the Seller and to the
Depositor, as of the date hereof and the date on which information is provided
to the Seller or the Depositor


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under Sections 11.01, 11.02(b) or 11.03 that, except as disclosed in writing to
the Seller or the Depositor prior to such date: (i) it is not aware and has not
received notice that any default, early amortization or other performance
triggering event has occurred as to any other Securitization Transaction due to
any act or failure to act of the Trustee; (ii) it has not been terminated as
trustee in a securitization of mortgage loans, (iii) there are no aspects of its
financial condition that could have a material adverse effect on its performance
of its trustee obligations under this Agreement or any other Securitization
Transaction as to which it is the trustee; (iv) there are no material legal or
governmental proceedings pending (or known to be contemplated) against it that
would be material to Certificateholders; and (v) there are no affiliations,
relationships or transactions outside the ordinary course of business relating
to the Trustee, with respect to the Depositor or any sponsor, issuing entity,
servicer, trustee, originator, significant obligor, enhancement or support
provider or other material transaction party (as such terms are used in
Regulation AB) relating to the Securitization Transaction contemplated by the
Agreement (the "Transaction Parties").

      (b)   If so requested by the Seller or the Depositor on any date following
the date on which information is first provided to the Seller or the Depositor
under Section 11.03, the Trustee shall, within five Business Days following such
request, confirm in writing the accuracy of the representations and warranties
set forth in paragraph (a) of this Section or, if any such representation and
warranty is not accurate as of the date of such request or such confirmation,
provide reasonably adequate disclosure of the pertinent facts, in writing, to
the requesting party.

      SECTION 11.03 Information to Be Provided by the Trustee.

      (a)   For so long as the Trust is subject to the reporting requirements
of the Exchange Act, for the purpose of satisfying the Depositor's and the
Seller's reporting obligation under the Exchange Act with respect to any class
of asset-backed securities, the Trustee shall provide to the Servicer and the
Seller a written description of (A) any litigation or governmental proceedings
pending against the Trustee as of the last day of the calendar month that would
be material to Certificateholders, and (B) any affiliations or relationships (as
described in Item 1119 of Regulation AB) that develop following the Closing Date
between the Trustee and any Transaction Party of the type described in Section
11.02(a)(iv) or 11.02(a)(v) as of the last day of each calendar year. Any
descriptions required with respect to legal proceedings, as well as updates to
previously provided descriptions, under this Section 11.03 shall be given no
later than five Business Days prior to the Determination Date following the
month in which the relevant event occurs, and any notices and descriptions
required with respect to affiliations, as well as updates to previously provided
descriptions, under this Section 11.03 shall be given no later than January 31
of the calendar year following the year in which the relevant event occurs. As
of the date the Depositor or the Trustee files each Report on Form 10-D and
Report on Form 10-K with respect to the Certificates, the Trustee will be deemed
to represent that any information previously provided under this Article XI is
materially correct and does not have any material omissions unless the Trustee
has provided an update to such information.

      (b)   In addition to such information as the Trustee is obligated to
provide pursuant to other provisions of this Agreement, if so requested by the
Servicer or the Seller in its reasonable good faith determination, the Trustee
shall provide such information regarding the performance


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or servicing of the Mortgage Loans as is reasonably required to facilitate
preparation of distribution reports in accordance with Item 1121 of Regulation
AB.

      SECTION 11.04 Report on Assessment of Compliance and Attestation. On or
before March 1 of each calendar year, the Trustee shall:

      (a)   deliver to the Seller and the Depositor a report (in form and
substance reasonably satisfactory to the Seller and the Depositor) regarding the
Trustee's assessment of compliance with the applicable Servicing Criteria during
the immediately preceding calendar year, as required under Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be
addressed to the Seller and the Depositor and signed by an authorized officer of
the Trustee, and shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit J hereto;

      (b)   deliver to the Seller and the Depositor a report of a registered
public accounting firm reasonably acceptable to the Seller and the Depositor
that attests to, and reports on, the assessment of compliance made by the
Trustee and delivered pursuant to the preceding paragraph. Such attestation
shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
the Securities Act and the Exchange Act;

      SECTION 11.05 Indemnification; Remedies. (a) The Trustee shall indemnify
the Seller, each affiliate of the Seller, the Depositor, the Servicer, each
broker dealer acting as underwriter, placement agent or initial purchaser, each
Person who controls any of such parties (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act); and the respective present
and former directors, officers, employees and agents of each of the foregoing,
and shall hold each of them harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of them may sustain
arising out of or based upon:

            (i)     (A) any untrue statement of a material fact contained or
      alleged to be contained in any (w) compliance certificate or report
      regarding the Trustee's assessment of compliance delivered by the Trustee
      or any Subcontractor of the Trustee pursuant to Section 11.04(a), (x) any
      report of a registered public accounting firm delivered by or on behalf of
      the Trustee or any Subcontractor of the Trustee pursuant to Section
      11.04(b), or (y) any information about the Trustee provided by it pursuant
      to Section 11.01, 11.02 or 11.03 (collectively, the "Trustee
      Information"), or (B) the omission or alleged omission to state in the
      Trustee Information a material fact required to be stated in the Trustee
      Information or necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading;

            (ii)    any failure by the Trustee to deliver any information,
      report, certification, accountants' letter or other material when and as
      required under this Article XI; or

            (iii)   any breach by the Trustee of a representation or warranty
      set forth in Section 11.02(a) or in a writing furnished pursuant to
      Section 11.02(b).


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      (b)   In the case of any failure of performance described in clause (ii)
of this Section 11.05(a), the Trustee shall promptly reimburse the Seller or the
Depositor, as applicable, for all costs reasonably incurred by each such party
in order to obtain the information, report, certification, accountants'
attestation or other material not delivered as required by the Trustee and
cooperate with the Depositor and the Seller to mitigate any damages that may
result.

                                   ARTICLE XII

                     SERVICER COMPLIANCE WITH REGULATION AB

      SECTION 12.01  [Reserved].

      SECTION 12.02  [Reserved].

      SECTION 12.03 Information to Be Provided by the Servicer. The Servicer
shall (i) within five Business Days following request by the Seller or the
Depositor, provide to the Seller and the Depositor (or, as applicable, cause
each Third-Party Originator and each Sub-Servicer to provide), in writing and in
form and substance reasonably satisfactory to the Seller and the Depositor, the
information and materials specified in paragraph (c) of this Section, and (ii)
as promptly as practicable following notice to or discovery by the Servicer,
provide to the Seller and the Depositor (in writing and in form and substance
reasonably satisfactory to the Seller and the Depositor) the information
specified in paragraph (a) of this Section.

      (a)   If so requested by the Seller or the Depositor for the purpose of
satisfying its reporting obligation under the Exchange Act with respect to any
class of asset-backed securities, the Servicer shall (or shall cause each
Sub-Servicer and Third-Party Originator to) (i) notify the Seller and the
Depositor in writing of (A) any material litigation or governmental proceedings
pending against the Servicer, any Sub-Servicer or any Third-Party Originator and
(B) any affiliations or relationships that develop following the Closing Date
between the Servicer, any Sub-Servicer or any Third-Party Originator (and any
other parties identified in writing by the requesting party) with respect to the
issuing of the Certificates, and (ii) provide to the Seller and the Depositor a
description of such proceedings, affiliations or relationships.

      (b)   As a condition to the succession to the Servicer or any Sub-Servicer
as servicer or subservicer under this Agreement by any Person (i) into which the
Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may
be appointed as a successor to the Servicer or any Sub-Servicer, the Servicer
shall provide to the Seller and the Depositor, at least 15 calendar days prior
to the effective date of such succession or appointment, (x) written notice to
the Seller and the Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Seller and the
Depositor, all information reasonably requested by the Seller or the Depositor
in order to comply with its reporting obligation under Item 6.02 of Form 8-K
with respect to any class of asset-backed securities.

      (c)   In addition to such information as the Servicer, as servicer, is
obligated to provide pursuant to other provisions of this Agreement, if so
requested by the Seller or the Depositor, the Servicer shall provide such
information regarding the performance or servicing of the Mortgage


                                       139



Loans as is reasonably required to facilitate preparation of distribution
reports in accordance with Item 1121 of Regulation AB. Such information shall be
provided concurrently with the monthly reports otherwise required to be
delivered by the Trustee pursuant to Section 4.02 of this Agreement, commencing
with the first such report due not less than ten Business Days following such
request.

      SECTION 12.04 Servicer Compliance Statement. (a) For so long as the trust
created by this Agreement is subject to the reporting requirements of the
Exchange Act, the Servicer shall, using reasonable best efforts on or before
March 1 of each calendar year, but no later than March 15 of each calendar year,
commencing in 2007, deliver to the Seller, the Trustee and the Depositor a
statement of compliance addressed to the Seller and the Depositor and signed by
an authorized officer of the Servicer, to the effect that (i) a review of the
Servicer's activities during the immediately preceding calendar year (or
applicable portion thereof) and of its performance under this Agreement and any
applicable Mortgage Loan Purchase Agreement during such period has been made
under such officer's supervision, and (ii) to the best of such officers'
knowledge, based on such review, the Servicer has fulfilled all of its
obligations under this Agreement and any applicable Mortgage Loan Purchase
Agreement in all material respects throughout such calendar year (or applicable
portion thereof) or, if there has been a failure to fulfill any such obligation
in any material respect, specifically identifying each such failure known to
such officer and the nature and the status thereof; and (b) if the trust created
by this Agreement is no longer subject to the reporting requirements of the
Exchange Act, the Servicer shall deliver the statement described in the
foregoing clause (a) or a portion thereof as mutually agreed by the Servicer and
the Depositor annually until such trust terminates in accordance with the terms
of this Agreement.

      SECTION 12.05 Report on Assessment of Compliance and Attestation. (a) (I)
For so long as the trust created by this Agreement is subject to the reporting
requirements of the Exchange Act, the Servicer shall, using reasonable best
efforts on or before March 1 of each calendar year, but no later than March 15
of each calendar year, commencing in 2007:

            (i)     deliver to the Seller, the Trustee and the Depositor a
      report (in form and substance reasonably satisfactory to the Seller and
      the Depositor) regarding the Servicer's assessment of compliance with the
      Servicing Criteria during the immediately preceding calendar year, as
      required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122
      of Regulation AB. Such report shall be addressed to the Seller and the
      Depositor and signed by an authorized officer of the Servicer, and shall
      address each of the Servicing Criteria specified on a certification
      substantially in the form of Exhibit J hereto delivered to the Seller
      concurrently with the execution of this Agreement;

            (ii)    deliver to the Seller, the Trustee and the Depositor a
      report of a registered public accounting firm reasonably acceptable to the
      Seller and the Depositor that attests to, and reports on, the assessment
      of compliance made by the Servicer and delivered pursuant to the preceding
      paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3)
      and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
      Act; immediately upon receipt of such report, the Servicer shall, at its
      own expense, furnish a copy of such report to the Trustee and each Rating
      Agency. Copies of such statement


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      shall be provided by the Trustee to any Certificateholder upon request,
      provided that such statement is delivered by the Servicer to the Trustee;

            (iii)   cause each Sub-Servicer, and each Subcontractor determined
      by the Servicer pursuant to Section 12.06(b) to be "participating in the
      servicing function" within the meaning of Item 1122 of Regulation AB, to
      deliver to the Seller, the Trustee and the Depositor an assessment of
      compliance and accountants' attestation as and when provided in paragraphs
      (a) and (b) of this Section; and

            (iv)    if requested by the Seller or the Depositor not later than
      February 1 of the calendar year in which such certification is to be
      delivered, deliver to the Seller, the Depositor and any other Person that
      will be responsible for signing the certification (a "Sarbanes
      Certification") required by Rules 13a-14(d) and 15d-14(d) under the
      Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
      on behalf of an asset-backed issuer with respect to the transactions
      contemplated by this Agreement, a certification in the form attached
      hereto as Exhibit I-1; and

(II) if the trust created by this Agreement is no longer subject to the
reporting requirements of the Exchange Act, the Servicer shall deliver the items
described in the foregoing clause (a)(I) or a portion thereof as mutually agreed
by the Servicer and the Depositor annually until the trust created by this
Agreement terminates in accordance with the terms of this Agreement.

The Servicer acknowledges that the parties identified in clause (a)(iv) above
may rely on the certification provided by the Servicer pursuant to such clause
in signing a Sarbanes Certification and filing such with the Commission. Neither
the Seller nor the Depositor will request delivery of a certification under
clause (a)(iv) above unless the Depositor is required under the Exchange Act to
file an annual report on Form 10-K with respect to an issuing entity whose asset
pool includes Mortgage Loans.

      (b)   Each assessment of compliance provided by a Sub-Servicer pursuant
to Section 12.05(a)(i) shall address each of the Servicing Criteria specified on
a certification substantially in the form of Exhibit J hereto delivered to the
Seller concurrently with the execution of this Agreement or, in the case of a
Sub-Servicer subsequently appointed as such, on or prior to the date of such
appointment. An assessment of compliance provided by a Subcontractor pursuant to
Section 12.05(a)(iii) need not address any elements of the Servicing Criteria
other than those specified by the Servicer pursuant to Section 12.06.

      SECTION 12.06 Use of Sub-Servicers and Subcontractors. The Servicer shall
not hire or otherwise utilize the services of any Sub-Servicer to fulfill any of
the obligations of the Servicer as servicer under this Agreement unless the
Servicer complies with the provisions of paragraph (a) of this Section. The
Servicer shall not hire or otherwise utilize the services of any Subcontractor,
and shall not permit any Sub-Servicer to hire or otherwise utilize the services
of any Subcontractor, to fulfill any of the obligations of the Servicer as
servicer under this Agreement unless the Servicer complies with the provisions
of paragraph (b) of this Section.


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      (a)   It shall not be necessary for the Servicer to seek the consent of
the Seller or the Depositor to the utilization of any Sub-Servicer. The Servicer
shall cause any Sub-Servicer used by the Servicer (or by any Sub-Servicer) for
the benefit of the Seller and the Depositor to comply with the provisions of
this Section and with Sections 12.03(b), 12.04, 12.05 and 12.07 of this
Agreement to the same extent as if such Sub-Servicer were the Servicer, and to
provide the information required with respect to such Sub-Servicer under Section
12.03(a) of this Agreement. The Servicer shall be responsible for obtaining from
each Sub-Servicer and delivering to the Seller and the Depositor any servicer
compliance statement required to be delivered by such Sub-Servicer under Section
12.04, any assessment of compliance and attestation required to be delivered by
such Sub-Servicer under Section 12.05 and any certification required to be
delivered to the Person that will be responsible for signing the Sarbanes
Certification under Section 12.05 as and when required to be delivered.

      (b)   It shall not be necessary for the Servicer to seek the consent of
the Seller or the Depositor to the utilization of any Subcontractor. The
Servicer shall promptly upon request provide to the Seller and the Depositor (or
any designee of the Depositor, such as a master servicer or administrator) a
written description (in form and substance satisfactory to the Seller and the
Depositor) of the role and function of each Subcontractor utilized by the
Servicer or any Sub-Servicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are "participating in
the servicing function" within the meaning of Item 1122 of Regulation AB, and
(iii) which elements of the Servicing Criteria will be addressed in assessments
of compliance provided by each Subcontractor identified pursuant to clause (ii)
of this paragraph.

      As a condition to the utilization of any Subcontractor determined to be
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used by the
Servicer (or by any Sub-Servicer) for the benefit of the Seller and the
Depositor to comply with the provisions of Sections 12.05 and 12.07 of this
Agreement to the same extent as if such Subcontractor were the Servicer. The
Servicer shall be responsible for obtaining from each Subcontractor and
delivering to the Seller and the Depositor any assessment of compliance and
attestation required to be delivered by such Subcontractor under Section 12.05,
in each case as and when required to be delivered.

      SECTION 12.07 Indemnification; Remedies. (a) The Servicer shall indemnify
the Trustee, the Depositor, the Seller, each affiliate of the Seller, and each
of the following parties participating in the transactions contemplated by this
Agreement: each sponsor and issuing entity; each Person responsible for the
preparation, execution or filing of any report required to be filed with the
Commission with respect to such transactions, or for execution of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to such transactions; each broker dealer acting as underwriter,
placement agent or initial purchaser, each Person who controls any of such
parties or the Depositor (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act); and the respective present and former
directors, officers, employees and agents of each of the foregoing and of the
Depositor, and shall hold each of them harmless from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments, and any other costs, fees and expenses that any of them may
sustain arising out of or based upon:


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            (i)     (A) any untrue statement of a material fact or alleged
      untrue statement of a material fact contained in any information, report,
      certification, accountants' letter or other material provided in written
      or electronic form under this Article XII by or on behalf of the Servicer,
      or provided under this Article XII by or on behalf of any Sub-Servicer,
      Subcontractor or Third-Party Originator, or (B) the omission to state in
      any disclosure required by this Article XII (collectively, the "Servicer
      Disclosure Information") a material fact required to be stated in the
      Servicer Disclosure Information or necessary in order to make the
      statements made in the Servicer Disclosure Information, in the light of
      the circumstances under which such statements were made, not misleading
      (in each case, regardless of whether a final judgment has been entered by
      a finder of fact); or

            (ii)    any failure by the Servicer, any Sub-Servicer, any
      Subcontractor or any Third-Party Originator to deliver any information,
      report, certification, accountants' letter or other material when and as
      required under this Article XII, including any failure by the Servicer to
      identify pursuant to Section 12.06(b) any Subcontractor "participating in
      the servicing function" within the meaning of Item 1122 of Regulation AB.

      In the case of any failure of performance described in clause (a)(ii) of
this Section, the Servicer shall promptly reimburse the Seller, the Depositor,
as applicable, and each Person responsible for the preparation, execution or
filing of any report required to be filed with the Commission with respect to
the transactions contemplated hereunder, or for execution of a certification
pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect
to the transactions contemplated by this Agreement, for all costs reasonably
incurred by each such party in order to obtain the information, report,
certification, accountants' letter or other material not delivered as required
by the Servicer, any Sub-Servicer, any Subcontractor or any Third-Party
Originator.

      (b)   (i) Any failure by the Servicer, any Sub-Servicer, any Subcontractor
or any Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under this Article
XII shall, except as provided in clause (ii) of this paragraph, immediately and
automatically, without notice or grace period, constitute an Event of Default
with respect to the Servicer under this Agreement and shall entitle the
Depositor, in its sole discretion, to terminate the rights and obligations of
the Servicer as servicer under this Agreement without payment (notwithstanding
anything in this Agreement to the contrary) of any compensation to the Servicer;
provided that to the extent that any provision of this Agreement expressly
provides for the survival of certain rights or obligations following termination
of the Servicer as servicer, such provision shall be given effect.

            (ii)    Any failure by the Servicer, any Sub-Servicer or any
      Subcontractor to deliver any information, report, certification or
      accountants' letter when and as required under Section 12.04 or 12.05,
      including (except as provided below) any failure by the Servicer to
      identify pursuant to Section 12.06(b) any Subcontractor "participating in
      the servicing function" within the meaning of Item 1122 of Regulation AB,
      which continues unremedied for ten calendar days after the date on which
      such information, report, certification or accountants' letter was
      required to be delivered shall constitute an Event


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      of Default with respect to the Servicer under this Agreement, and shall
      entitle Depositor, as applicable, in its sole discretion to terminate the
      rights and obligations of the Servicer as servicer under this Agreement
      without payment (notwithstanding anything in this Agreement to the
      contrary) of any compensation to the Servicer; provided that to the extent
      that any provision of this Agreement expressly provides for the survival
      of certain rights or obligations following termination of the Servicer as
      servicer, such provision shall be given effect.

            Neither the Seller nor the Depositor shall be entitled to terminate
      the rights and obligations of the Servicer pursuant to this subparagraph
      (b)(ii) if a failure of the Servicer to identify a Subcontractor
      "participating in the servicing function" within the meaning of Item 1122
      of Regulation AB was attributable solely to the role or functions of such
      Subcontractor with respect to mortgage loans other than the Mortgage
      Loans.

            (iii)   The Servicer shall promptly reimburse the Seller (or any
      designee of the Seller, such as a master servicer) and the Depositor, as
      applicable, for all reasonable expenses incurred by the Seller (or such
      designee) or the Depositor, as such are incurred, in connection with the
      termination of the Servicer as servicer and the transfer of servicing of
      the Mortgage Loans to a successor servicer. The provisions of this
      paragraph shall not limit whatever rights the Seller or the Depositor may
      have under other provisions of this Agreement or otherwise, whether in
      equity or at law, such as an action for damages, specific performance or
      injunctive relief.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

      SECTION 13.01 Amendment. This Agreement may be amended from time to time
by the Depositor, the Servicer and the Trustee without the consent of any of the
Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct, modify
or supplement any provisions herein (including to give effect to the
expectations of Certificateholders), (iii) to amend the provisions of Section
4.06, (iv) to change the timing and/or nature of deposits into the Custodial
Account or the Certificate Account or to change the name in which the Custodial
Account is maintained, provided that (A) the Servicer Remittance Date shall in
no event be later than the related Distribution Date, (B) such change shall not,
as evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder and (C) such change shall not result in a
reduction of the rating assigned to any Class of Certificates below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date, as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to any of its provisions to such extent as shall
be necessary or desirable to maintain the qualification of any Trust REMIC
created hereunder as a Trust REMIC at all times that any Certificate is
outstanding or to avoid or minimize the risk of the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim against the Trust Fund,
provided that the Trustee has received an Opinion of Counsel to the effect that
(A) such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any


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Certificateholder, (vi) such amendment is made to conform the terms of this
Agreement to the terms described in the Prospectus dated October 4, 2006
together with the Prospectus Supplement dated October 10, 2006, or (vii) to make
any other provisions with respect to matters or questions arising under this
Agreement which shall not be inconsistent with the provisions of this Agreement,
provided that any such action pursuant to clauses (i), (ii), (iii), (vi) or
(vii), as evidenced by either (a) an Opinion of Counsel delivered to the Trustee
adversely affect in any material respect the interests of any Certificateholder
or (b) written notice to the Depositor, the Servicer and the Trustee from the
Rating Agencies that such action will not result in the reduction or withdrawal
of the rating of any outstanding Class of Certificates with respect to which it
is a Rating Agency). No amendment shall be deemed to adversely affect in any
material respect the interests of any Certificateholder who shall have consented
thereto, and no Opinion of Counsel or Rating Agency confirmation shall be
required to address the effect of any such amendment on any such consenting
Certificateholder. Notwithstanding the foregoing, neither an Opinion of Counsel
nor written notice to the Depositor, the Servicer and the Trustee from the
Rating Agencies will be required in connection with an amendment to the
provisions of Section 4.06.

      This Agreement may also be amended from time to time by the Depositor, the
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received on Mortgage
Loans which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of any Class of Certificates (as evidenced
by either (a) an Opinion of Counsel delivered to the Trustee or (b) written
notice to the Depositor, the Servicer and the Trustee from the Rating Agencies
that such action will not result in the reduction or withdrawal of the rating of
any outstanding Class of Certificates with respect to which it is a Rating
Agency) in a manner, other than as described in (i) or (iii) modify the consents
required by the immediately preceding clauses (i) and (ii) without the consent
of the Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 13.01, Certificates registered in the name of
the Depositor or the Servicer or any Affiliate thereof shall be entitled to
Voting Rights with respect to matters affecting such Certificates.

      Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment (i) will not
result in the imposition of any tax on any Trust REMIC pursuant to the REMIC
Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding and (ii) is authorized or permitted
hereunder. Notwithstanding any of the other provisions of this Section 13.01,
none of the Depositor, the Servicer or the Trustee shall enter into any
amendment to Section 4.07 or Section 4.01(a)(4)(v) of this Agreement without the
prior written consent of the Swap Counterparty.


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      Promptly after the execution of any such amendment the Trustee shall
furnish a copy of such amendment to each Certificateholder.

      It shall not be necessary for the consent of Certificateholders under this
Section 13.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

      The cost of any Opinion of Counsel to be delivered pursuant to this
Section 13.01 shall be borne by the Person seeking the related amendment, but in
no event shall such Opinion of Counsel be an expense of the Trustee.

      The Trustee may, but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.

      SECTION 13.02 Recordation of Agreement; Counterparts. To the extent
permitted by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all of the counties or
other comparable jurisdictions in which any or all of the Mortgaged Properties
are situated, and in any other appropriate public recording office or elsewhere.
The Servicer shall effect such recordation at the Trust's expense upon the
request in writing of a Certificateholder, but only if such direction is
accompanied by an Opinion of Counsel (provided at the expense of the
Certificateholder requesting recordation) to the effect that such recordation
would materially and beneficially affect the interests of the Certificateholders
or is required by law.

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

      SECTION 13.03 Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representative or heirs to claim an accounting or to take any action or commence
any proceeding in any court for a petition or winding up of the Trust Fund, or
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

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

      No Certificateholder shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a


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written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, the Holders of Certificates evidencing not less than 25%
of the Voting Rights evidenced by the Certificates shall also have made written
request to the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be
incurred therein or thereby, and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 13.03, each and every Certificateholder, the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

      SECTION 13.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT
REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAWS).

      SECTION 13.05 Notices. All directions, demands and notices hereunder shall
be in writing and shall be deemed to have been duly given when received if
personally delivered at or mailed by first class mail, postage prepaid, or by
express delivery service or delivered in any other manner specified herein, to
(a) in the case of the Depositor, Stanwich Asset Acceptance Company, L.L.C.,
Seven Greenwich Office Park, 599 West Putnam Avenue, Greenwich, Connecticut
06830, Attention: President, or such other address or telecopy number as may
hereafter be furnished to the Servicer and the Trustee in writing by the
Depositor, (b) in the case of the Servicer, 2727 East Imperial Highway, Brea,
California 92821, Attention: Senior Vice President Capital Markets (telecopy
number: (714) 685-5157), or such other address or telecopy number as may
hereafter be furnished to the Trustee and the Depositor in writing by the
Servicer and (c) in the case of the Trustee, at its Corporate Trust Office in
Columbia, Maryland, or such other address or telecopy number as may hereafter be
furnished to the Servicer, the and the Depositor in writing by the Trustee. Any
notice required or permitted to be given to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given when
mailed, whether or not the Certificateholder receives such notice. A copy of any
notice required to be telecopied hereunder also shall be mailed to the
appropriate party in the manner set forth above.


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      SECTION 13.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

      SECTION 13.07 Notice to Rating Agencies. The Trustee shall use its best
efforts promptly to provide notice to the Rating Agencies with respect to each
of the following of which it has actual knowledge:

1.    Any material change or amendment to this Agreement;

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

3.    The resignation or termination of the Servicer or the Trustee;

4.    The repurchase or substitution of Mortgage Loans pursuant to or as
contemplated by Section 2.03;

5.    The final payment to the Holders of any Class of Certificates;

6.    Any change in the location of the Custodial Account or the Certificate
Account; and

7.    Any event that would result in the inability of the Trustee, as successor
servicer, to make advances regarding delinquent Mortgage Loans.

      In addition, the Trustee shall make available to each Rating Agency copies
of each report to Certificateholders described in Section 4.02 and the Servicer
shall promptly furnish to each Rating Agency copies of the following:

1.    Each annual statement as to compliance described in Section 12.05(i); and

2.    Each annual independent public accountants' servicing report described in
Section 12.05(ii).

3.    Each annual statement as to compliance described in Section 12.05(i); and

4.    Each annual independent public accountants' servicing report described in
Section 12.05(ii).

      Any such notice pursuant to this Section 13.07 shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
first class mail, postage prepaid, or by express delivery service to Fitch
Ratings, One State Street Plaza, New, York, New York 10004, facsimile number:
(212) 344-1986; Moody's Investors Service, Inc., 99 Church Street, New York, New
York 10007; and to Standard & Poor's Ratings Services, a division of the


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McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10007 or such
other addresses as the Rating Agencies may designate in writing to the parties
hereto.

      SECTION 13.08 Article and Section References. All article and section
references used in this Agreement, unless otherwise provided, are to articles
and sections in this Agreement.

      SECTION 13.09 Grant of Security Interest. It is the express intent of the
parties hereto that the conveyance of the Mortgage Loans by the Depositor to the
Trustee, be, and be construed as, a sale of the Mortgage Loans by the Depositor
and not a pledge of the Mortgage Loans to secure a debt or other obligation of
the Depositor. However, in the event that, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the
Depositor, then, (a) it is the express intent of the parties that such
conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
Trustee to secure a debt or other obligation of the Depositor and (b) (1) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the Uniform Commercial Code as in effect from time to time
in the State of New York; (2) the conveyance provided for in Section 2.01 hereof
shall be deemed to be a grant by the Depositor to the Trustee of a security
interest in all of the Depositor's right, title and interest in and to (i) such
Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in
accordance with the terms thereof and all proceeds of the conversion voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property and Prepayment Charges related thereto as from time to time are subject
to this Agreement, together with the Mortgage Files relating thereto, and
together with all collections thereon and proceeds thereof; (ii) any REO
Property, together with all collections thereon and proceeds thereof; (iii) the
Depositor's rights with respect to the Mortgage Loans under all insurance
policies required to be maintained pursuant to this Agreement and any proceeds
thereof; (iv) the Depositor's rights under the Mortgage Loan Purchase Agreement
(including any security interest created thereby); (v) the Custodial Account
(other than any amounts representing any Servicer Prepayment Charge Payment
Amount), the Certificate Account (other than any amounts representing any
Servicer Prepayment Charge Payment Amount) and any REO Account, and such assets
that are deposited therein from time to time and any investments thereof,
together with any and all income, proceeds and payments with respect thereto;
and (vi) the Swap Account and all amounts payable pursuant to the Swap Agreement
in accordance with the terms thereof; (3) the obligations secured by such
security agreement shall be deemed to be all of the Depositor's obligations
under this Agreement, including the obligation to provide to the
Certificateholders the benefits of this Agreement relating to the Mortgage Loans
and the Trust Fund and to provide the Swap Counterparty the benefit of Section
4.07 and 4.01(a)(4)(v); and (4) notifications to persons holding such property,
and acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable law. Accordingly, the Depositor hereby grants to the Trustee a
security interest in the Mortgage Loans and all other property described in
clause (2) of the preceding sentence, for the purpose of securing to the Trustee
the performance by the Depositor of the obligations described in clause (3) of
the preceding sentence. Notwithstanding the foregoing, the parties hereto intend
the conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
sale of the Mortgage Loans and assets constituting the Trust Fund by the
Depositor to the Trustee.


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      SECTION 13.10 Intention of Parties. It is the express intent of the
parties hereto that the conveyance of the Mortgage Notes, Mortgages, assignments
of Mortgages, title insurance policies and any modifications, extensions and/or
assumption agreements and private mortgage insurance policies relating to the
Mortgage Loans by the Seller to the Depositor, and by the Depositor to the
Trustee be, and be construed as, an absolute sale thereof to the Depositor or
the Trustee, as applicable. It is, further, not the intention of the parties
that such conveyance be deemed a pledge thereof by the Seller to the Depositor,
or by the Depositor to the Trustee. However, in the event that, notwithstanding
the intent of the parties, such assets are held to be the property of the Seller
or the Depositor, as applicable, or if for any other reason the Mortgage Loan
Purchase Agreement or this Agreement is held or deemed to create a security
interest in such assets, then (i) the Mortgage Loan Purchase Agreement and this
Agreement shall each be deemed to be a security agreement within the meaning of
the Uniform Commercial Code of the State of New York and (ii) the conveyance
provided for in the Mortgage Loan Purchase Agreement from the Seller to the
Depositor, and the conveyance provided for in this Agreement from the Depositor
to the Trustee, shall be deemed to be an assignment and a grant by the Seller or
the Depositor, as applicable, for the benefit of the Certificateholders, of a
security interest in all of the assets that constitute the Trust Fund, whether
now owned or hereafter acquired.

      The Depositor for the benefit of the Certificateholders shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
assets of the Trust Fund, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement.

      SECTION 13.11 Assignment. Notwithstanding anything to the contrary
contained herein, except as provided pursuant to Section 6.02, this Agreement
may not be assigned by the Servicer or the Depositor.

      SECTION 13.12 Inspection and Audit Rights. The Servicer agrees that, on
reasonable prior notice, it will permit any representative of the Depositor or
the Trustee during the Servicer's normal business hours, to examine all the
books of account, records, reports and other papers of the Servicer relating to
the Mortgage Loans, to make copies and extracts therefrom, to cause such books
to be audited by independent certified public accountants selected by the
Depositor or the Trustee and to discuss its affairs, finances and accounts
relating to such Mortgage Loans with its officers, employees and independent
public accountants (and by this provision the Servicer hereby authorizes such
accountants to discuss with such representative such affairs, finances and
accounts), all at such reasonable times and as often as may be reasonably
requested. Any out-of-pocket expense incident to the exercise by the Depositor
or the Trustee of any right under this Section 13.12 shall be borne by the party
requesting such inspection, subject to such party's right to reimbursement
hereunder (in the case of the Trustee, pursuant to Section 8.05 hereof).

      SECTION 13.13 Certificates Nonassessable and Fully Paid. It is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust Fund
represented by the Certificates shall be nonassessable for any


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reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.

      SECTION 13.14 Third-Party Beneficiaries. The Swap Counterparty is an
express third-party beneficiary of this Agreement, and shall have the right to
enforce the provisions of this Agreement.

      SECTION 13.15 Perfection Representations. The Perfection Representations
shall be a part of this Agreement for all purposes.

      SECTION 13.16 Notice to Holder of Class CE Certificate. Upon actual
knowledge by a Servicing Officer of an event which constitutes a Servicer Event
of Default under Section 7.01 of this Agreement or gives rise to an indemnity
claim under Sections 3.25, 8.05(b), 10.03(b) or 14.02(g) of this Agreement, such
Servicing Officer shall promptly (but in no event later than two Business Days
following such knowledge) provide written notice to the Holder of the Class CE
Certificate of such event.

                                   ARTICLE XIV

                    RIGHTS OF THE CLASS CE CERTIFICATEHOLDER

      SECTION 14.01 Reports and Notices. (a) In connection with the performance
of its duties under this Agreement relating to, among other things, the
collection of Mortgage Loans, the Servicer shall provide to the Class CE
Certificateholder the following notices and reports in a timely manner and using
the same methodology and calculations used in its standard servicing reports to
the Trustee. The Servicer shall send all such notices and reports to the Class
CE Certificateholder in electronic format unless otherwise specified herein or
agreed to in writing by the Class CE Certificateholder.

            (i)     The Servicer shall, within ten Business Days after each
      Distribution Date, commencing in November 2006, provide to the Class CE
      Certificateholder a report of each Mortgage Loan in the Trust Fund,
      indicating the information contained in Exhibit L for the Due Period
      relating to such Distribution Date and to the extent such information is
      reasonably available to the Servicer.

            (ii)    Within ten Business Days after each Distribution Date
      commencing in November 2006, the Servicer shall provide the Class CE
      Certificateholder with a report listing each Mortgage Loan that has
      liquidated or paid off. Such report shall specify, if applicable and to
      the extent the information is reasonably available to the Servicer: (a)
      mortgage loan number; (b) outstanding Stated Principal Balance of the
      mortgage loan upon its liquidation; (c) Realized Loss or gain; (d)
      Liquidation Proceeds; (e) payoff date; (f) Prepayment Charges collected.

            (iii)   Where applicable, the Servicer shall provide the Class CE
      Certificateholder with copies of all primary mortgage insurance claims
      filed, as well as the actual amount paid in respect of any claim. Copies
      of any primary mortgage


                                       151



      insurance claims will be provided to the Class CE Certificateholder within
      ten Business Days of their filing with the mortgage insurance company.

            (iv)    The Servicer shall provide the Class CE Certificateholder
      with a copy of the monthly reporting to the Trustee, and of any notice
      submitted to the Trustee regarding a loan modification. Such notice shall
      be provided to the Class CE Certificateholder simultaneous with its
      delivery to the Trustee.

            (v)     On a monthly basis, the Servicer shall provide the Class
      CE Certificateholder with a delinquency report detailing at a minimum the
      percentages of 30-day, 60-day and 90-day delinquencies in the Servicer's
      total portfolio that move into foreclosure and the percentage of
      foreclosed loans the Servicer's total portfolio that remain in
      foreclosure.

            (vi)    The Servicer shall provide the Class CE Certificateholder
      with written notice at least five Business Days in advance of the
      Servicer's intention to (i) institute foreclosure proceedings, (ii) accept
      a Short Pay-off, (iii) make any modification pursuant to Section 3.07
      material to the terms of the Mortgage Loan, or (iii) obtain a deed-in-lieu
      of foreclosure in respect of any Mortgaged Property, and if the Class CE
      Certificateholder does not instruct the Servicer to the contrary in
      writing within five Business Days of receipt of such written notice, the
      Class CE Certificateholder shall be deemed to have consented to such
      action.

      (b)   The Servicer shall make its servicing personnel available during
their normal business hours to respond to reasonable inquiries, either orally or
in writing by facsimile transmission, express mail, or electronic mail,
transmitted by the Class CE Certificateholder in connection with any Mortgage
Loan identified in a report under subsection 14.01(a)(i) through (iv) which has
been given to the Class CE Certificateholder; provided that the Servicer shall
only be required to provide information that is reasonably accessible to its
servicing personnel.

      (c)   If reasonably requested by the Class CE Certificateholder, the
Servicer shall make available to the Class CE Certificateholder access to the
underwriting files for defaulted Mortgage Loans, in original, photocopied or
imaged form, to the extent such files have been provided to the Servicer. The
Class CE Certificateholder agrees to protect the confidentiality of the
documents and information contained in underwriting files from all parties other
than the Depositor and Trustee, and agrees not to remove, mark or destroy any of
the documents contained therein.

      (d)   With respect to all Mortgage Loans which are serviced at any time
by the Servicer through a Sub-Servicer which has been approved by the Class CE
Certificateholder pursuant to the next succeeding sentence, the Servicer shall
be entitled to rely for all purposes hereunder, including for purposes of
fulfilling its reporting obligations under this Section 14.01, on the accuracy
and completeness of any information provided to it by the applicable
subservicer. The Servicer shall not allow any Mortgage Loan to be serviced by a
Sub-Servicer without the prior written consent of such Sub-Servicer by the Class
CE Certificateholder.


                                       152



      (e)   The Servicer shall permit the Class CE Certificateholder to conduct
an on-site review and evaluation of the Servicer's operations as they relate to
the Mortgage Loans no more than annually, unless circumstances warrant special
review. Such review and evaluation will be conducted upon at least 30 days
written notice to the Servicer by the Class CE Certificateholder, and shall be
conducted at the Class CE Certificateholder's expense. The review is intended to
benefit the Servicer, as well as to assist the Class CE Certificateholder in
adjusting its monitoring approach to fit the default procedures in place. The
Class CE Certificateholder will conduct such review and evaluation during normal
business hours and use its best efforts to cause the least practicable
interruption to the Servicer's business. During the course of the on-site
evaluation, the Servicer will make available to the Class CE Certificateholder
access to the Servicer's policies and procedures regarding the management and
liquidation of defaulted Mortgage Loans. The written findings of such review and
evaluation will be presented to the Servicer for review and comment. Other than
a comfort letter to the Depositor summarizing the review and evaluation of the
Servicer, the Class CE Certificateholder will not divulge the written findings
of such review to any party without the prior written consent of the Servicer.

      SECTION 14.02 Class CE Certificateholder's Directions With Respect to
Defaulted Mortgage Loans. (a) All parties to this Agreement acknowledge that the
Class CE Certificateholder's advice is made in the form of directions, and that
the Class CE Certificateholder has the right to direct the Servicer in
performing its duties under this Agreement. The Servicer must accept such
advice, subject to the duties of the Servicer set forth in this Agreement.

      (b)   The Class CE Certificateholder may provide the Servicer with advice
regarding the management of specific defaulted Mortgage Loans. Such advice may
be made in writing, in the form of electronic mail. The advice provided to the
Servicer may be based on observations made in conjunction with the data provided
pursuant to the Section 14.01 of this Agreement, or in conjunction with the
Class CE Certificateholder's periodic review of the Servicer's operations. The
advice may include comparable analysis of the performance of the Mortgage Loans
in the Trust Fund with similar mortgage loans serviced by other mortgage loan
servicers. Such advice also may take the form of benchmark comparisons that
identify and interpret the Servicer's strengths and weaknesses relative to
similar, unidentified servicers in the industry.

      (c)   In all cases where the Class CE Certificateholder makes directions
to the Servicer, the Class CE Certificateholder will protect the confidentiality
of the Servicer and other servicers in the industry whose work is monitored by
the Class CE Certificateholder. Under no circumstances will the Class CE
Certificateholder divulge any materials confidential of the Servicer, whether a
party to this Agreement or not, or the details of any Servicer's proprietary
system or approaches.

      (d)   All advice offered to the Servicer by the Class CE Certificateholder
will be kept confidential by the Class CE Certificateholder, except as disclosed
as a finding in the Class CE Certificateholder's review and evaluation of the
Servicer, as discussed in Section 13.01(e), or in reports to the Depositor.


                                       153



      (e)   The Servicer's obligations under this Article XIV shall terminate
upon the termination of the Trust Fund pursuant to Section 9.01.

      (f)   Neither the Servicer nor the Class CE Certificateholder nor any of
their respective directors, officers, employees or agents shall be under any
liability for any action taken or for refraining from the taking of any action
in good faith pursuant to this Article XIV or for errors in judgment; provided,
however, that this provision shall not protect the Servicer or the Class CE
Certificateholder or any such Person against any liability which would otherwise
be imposed by reason of willful malfeasance or bad faith. The Servicer and the
Class CE Certificateholder and any director, officer, employee or agent thereof
may rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising hereunder.

      (g)   The Servicer or the Class CE Certificateholder, as applicable,
("Indemnitor") shall indemnify, defend and hold harmless the other
("Indemnitee") and its officers, directors, agents and employees from and
against all claims, losses, expenses, fees (including attorneys' and expert
witnesses' fees), costs and judgments involving the rights and obligations of
this Article XIV that may be asserted against Indemnitee (a) that result from
the acts or omissions of the Indemnitor (including, without limitation, any
advice or directions provided pursuant to this Section 14.02), or (b) result
from third party claims of intellectual property infringement.

      (h)   The Class CE Certificateholder agrees that all information supplied
by or on behalf of the Servicer shall be used by the Class CE Certificateholder
only for the benefit of the Certificateholders of the Trust Fund.
Notwithstanding anything to the contrary in this Agreement, the Class CE
Certificateholder shall be entitled to retain all records or other information
supplied to Class CE Certificateholder pursuant to this Agreement.


                               [Signatures follow]


                                       154



      IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, in each case as of the day and year first above written.


                                        STANWICH ASSET ACCEPTANCE COMPANY
                                        L.L.C., as Depositor


                                        By: /s/ Bruce M. Rose
                                            ------------------------------------
                                            Name:  Bruce M. Rose
                                            Title: President


                                        FREMONT INVESTMENT & LOAN,
                                        as Servicer


                                        By: /s/ Jeff Crusinberry
                                            ------------------------------------
                                            Name:  Jeff Crusinberry
                                            Title: Senior Vice President


                                        WELLS FARGO BANK, N.A., as Trustee


                                        By: /s/ Darron C. Woodus
                                            ------------------------------------
                                            Name:  Darron C. Woodus
                                            Title: Assistant Vice President


                                       S-1       Pooling and Servicing Agreement



STATE OF CONNECTICUT )
                     ) ss.:
COUNTY OF FAIRFIELD  )

      On the 16th day of October, 2006, before me, a notary public in and for
said State, personally appeared Bruce M. Rose, known to me to be President of
Stanwich Asset Acceptance Company, L.L.C., one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the
within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                        /s/ Peter L. Salce
                                        ----------------------------------------
                                                     Notary Public

[Notarial Seal]


                                       S-2       Pooling and Servicing Agreement



STATE OF CALIFORNIA  )
                     ) ss.:
COUNTY OF ORANGE     )

      On the 17th day of October 2006, before me, a notary public in and for
said State, personally appeared Jeff Crusinburry, known to me to be a Senior
Vice President of Fremont Investment & Loan, one of the entities that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the
within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                        /s/ Elisa B. Avina
                                        ----------------------------------------
                                                     Notary Public

[Notarial Seal]


                                       S-3       Pooling and Servicing Agreement



STATE OF MARYLAND    )
                     ) ss.:
COUNTY OF ANNE ARUNDEL  )

      On the 18th day of October 2006, before me, a notary public in and for
said State, personally appeared Darron C. Woodus, known to me to be a Assistant
Vice President, of Wells Fargo Bank, N.A., one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the
within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                        /s/ Graham M. Oglesby
                                        ----------------------------------------
                                                     Notary Public

[Notarial Seal]


                                       S-4       Pooling and Servicing Agreement

                                                                  MBR&M Draft #1

                                   EXHIBIT A-1

                          FORM OF CLASS A-1 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class A-1
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                      A-1-1



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-1 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class A-1 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                      A-1-2



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan, unless the beneficial owner of this


                                      A-1-3



Certificate or any interest therein represents that its acquisition and holding
of this Certificate or any interest therein is eligible for exemptive relief
under one or more of the following exemptions: Prohibited Transaction Class
Exemption ("PTCE") 96-23 (for transactions effected by "in-house asset
managers"; PTCE 95-60 (for transactions by insurance company general accounts);
PTCE 91-38, (for transactions by bank collective investment funds); PTCE 90-1
(for transactions by insurance company pooled separate accounts); PTCE 84-14
(for transactions effected by "qualified professional asset managers")
(collectively, the "Investor Exemptions") and Section 408(b)(17) of ERISA (for
transactions between a Plan and a person or an entity that is a party in
interest to such Plan (other than a party in interest that is a fiduciary, or
its affiliate, that has or exercises discretionary authority or control or
renders investment advice with respect to the assets of the Plan involved in the
transaction) solely by reason of providing services to the Plan, but only if the
Plan pays no more, or receives no less, than adequate consideration) (the
"Service Provider Exemption").

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) it has acquired and is holding this
Certificate in reliance on the Service Provider Exemption or one or more of the
Investor Exemptions and it understands that there are certain conditions to the
availability of the Service Provider Exemption and the Investor Exemptions.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.


                                      A-1-4



            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                      A-1-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                      A-1-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -       Custodian
                                                                  ---------------------
                                                                    (Cust)  (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        ---------------------
            survivorship and not as                                     (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                      A-1-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                      A-1-8



                                   EXHIBIT A-2

                          FORM OF CLASS A-2 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class A-2
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                      A-2-1



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-2 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class A-2 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                      A-2-2



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan, unless the beneficial owner of this


                                      A-2-3



Certificate or any interest therein represents that its acquisition and holding
of this Certificate or any interest therein is eligible for exemptive relief
under one or more of the following exemptions: Prohibited Transaction Class
Exemption ("PTCE") 96-23 (for transactions effected by "in-house asset
managers"; PTCE 95-60 (for transactions by insurance company general accounts);
PTCE 91-38, (for transactions by bank collective investment funds); PTCE 90-1
(for transactions by insurance company pooled separate accounts); PTCE 84-14
(for transactions effected by "qualified professional asset managers")
(collectively, the "Investor Exemptions") and Section 408(b)(17) of ERISA (for
transactions between a Plan and a person or an entity that is a party in
interest to such Plan (other than a party in interest that is a fiduciary, or
its affiliate, that has or exercises discretionary authority or control or
renders investment advice with respect to the assets of the Plan involved in the
transaction) solely by reason of providing services to the Plan, but only if the
Plan pays no more, or receives no less, than adequate consideration) (the
"Service Provider Exemption").

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) it has acquired and is holding this
Certificate in reliance on the Service Provider Exemption or one or more of the
Investor Exemptions and it understands that there are certain conditions to the
availability of the Service Provider Exemption and the Investor Exemptions

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.


                                      A-2-4



            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                      A-2-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                      A-2-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -       Custodian
                                                                  --------------------
                                                                    (Cust)  (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        ---------------------
            survivorship and not as                                     (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to _______%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                      A-2-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                      A-2-8



                                   EXHIBIT A-3

                          FORM OF CLASS A-3 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class A-3
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                      A-3-1



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-3 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class A-3 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-3 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                      A-3-2



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this


                                      A-3-3



Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of this Certificate or any interest
therein, that it is not a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with "plan
assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final


                                      A-3-4



payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the
party designated in the Agreement at a price determined as provided in the
Agreement from REMIC I of all the Mortgage Loans and all property acquired in
respect of such Mortgage Loans. The Agreement permits, but does not require, the
party designated in the Agreement to purchase from REMIC I all the Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                      A-3-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                      A-3-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -       Custodian
                                                                  --------------------
                                                                    (Cust)  (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        --------------------
            survivorship and not as                                     (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                      A-3-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                      A-3-8



                                   EXHIBIT A-4

                          FORM OF CLASS A-4 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class A-4
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                      A-4-1



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-4 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class A-4 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-4 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                      A-4-2



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this


                                      A-4-3



Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of this Certificate or any interest
therein, that it is not a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with "plan
assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final


                                      A-4-4



payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the
party designated in the Agreement at a price determined as provided in the
Agreement from REMIC I of all the Mortgage Loans and all property acquired in
respect of such Mortgage Loans. The Agreement permits, but does not require, the
party designated in the Agreement to purchase from REMIC I all the Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                      A-4-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                      A-4-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -       Custodian
                                                                  ---------------------
                                                                    (Cust)   (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        ---------------------
            survivorship and not as                                     (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to _______%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                      A-4-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to_______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                      A-4-8



                                   EXHIBIT A-5

                          FORM OF CLASS A-5 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class A-5
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                      A-5-1



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-5 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class A-5 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-5 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                      A-5-2



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this


                                      A-5-3



Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of this Certificate or any interest
therein, that it is not a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with "plan
assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final


                                      A-5-4



payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the
party designated in the Agreement at a price determined as provided in the
Agreement from REMIC I of all the Mortgage Loans and all property acquired in
respect of such Mortgage Loans. The Agreement permits, but does not require, the
party designated in the Agreement to purchase from REMIC I all the Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                      A-5-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                      A-5-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -       Custodian
                                                                  -------------------
                                                                   (Cust)   (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        -------------------
            survivorship and not as                                     (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                      A-5-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                      A-5-8



                                   EXHIBIT A-6

                          FORM OF CLASS M-1 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class M-1
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                      A-6-1



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-1 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-1 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-1 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                      A-6-2



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this


                                      A-6-3



Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of this Certificate or any interest
therein, that it is not a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with "plan
assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final


                                      A-6-4



payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the
party designated in the Agreement at a price determined as provided in the
Agreement from REMIC I of all the Mortgage Loans and all property acquired in
respect of such Mortgage Loans. The Agreement permits, but does not require, the
party designated in the Agreement to purchase from REMIC I all the Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                      A-6-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                      A-6-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -       Custodian
                                                                  -------------------
                                                                    (Cust)  (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        -------------------
            survivorship and not as                                     (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                      A-6-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                      A-6-8



                                   EXHIBIT A-7

                          FORM OF CLASS M-2 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE
      CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class M-2
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                      A-7-1



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-2 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-2 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                      A-7-2



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this


                                      A-7-3



Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of this Certificate or any interest
therein, that it is not a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with "plan
assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final


                                      A-7-4



payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the
party designated in the Agreement at a price determined as provided in the
Agreement from REMIC I of all the Mortgage Loans and all property acquired in
respect of such Mortgage Loans. The Agreement permits, but does not require, the
party designated in the Agreement to purchase from REMIC I all the Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                      A-7-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                      A-7-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -       Custodian
                                                                  -------------------
                                                                    (Cust)  (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        -------------------
            survivorship and not as                                     (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                      A-7-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to__________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                      A-7-8



                                   EXHIBIT A-8

                          FORM OF CLASS M-3 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class M-3
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                      A-8-1



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-3 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-3 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-3 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                      A-8-2



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this


                                      A-8-3



Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of this Certificate or any interest
therein, that it is not a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with "plan
assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final


                                      A-8-4



payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the
party designated in the Agreement at a price determined as provided in the
Agreement from REMIC I of all the Mortgage Loans and all property acquired in
respect of such Mortgage Loans. The Agreement permits, but does not require, the
party designated in the Agreement to purchase from REMIC I all the Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                      A-8-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                      A-8-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -       Custodian
                                                                  -------------------
                                                                    (Cust)  (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        -------------------
            survivorship and not as                                     (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ______%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                      A-8-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                      A-8-8



                                   EXHIBIT A-9

                          FORM OF CLASS M-4 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class M-4
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                      A-9-1



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-4 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-4 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-4 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                      A-9-2



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this


                                      A-9-3



Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of this Certificate or any interest
therein, that it is not a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with "plan
assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final


                                      A-9-4



payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the
party designated in the Agreement at a price determined as provided in the
Agreement from REMIC I of all the Mortgage Loans and all property acquired in
respect of such Mortgage Loans. The Agreement permits, but does not require, the
party designated in the Agreement to purchase from REMIC I all the Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                      A-9-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                      A-9-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -        Custodian
                                                                  ---------------------
                                                                    (Cust)   (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        ---------------------
            survivorship and not as                                      (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                      A-9-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                      A-9-8



                                  EXHIBIT A-10

                          FORM OF CLASS M-5 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED
      IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class M-5
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE  AMOUNT SHOWN ABOVE AS THE DENOMINATION OF
      THIS CERTIFICATE.


                                     A-10-1




                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-5 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-5 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-5 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                     A-10-2



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this


                                     A-10-3



Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of this Certificate or any interest
therein, that it is not a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with "plan
assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final


                                     A-10-4



payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the
party designated in the Agreement at a price determined as provided in the
Agreement from REMIC I of all the Mortgage Loans and all property acquired in
respect of such Mortgage Loans. The Agreement permits, but does not require, the
party designated in the Agreement to purchase from REMIC I all the Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-10-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                     A-10-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -        Custodian
                                                                  ---------------------
                                                                    (Cust)   (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        ---------------------
            survivorship and not as                                      (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                     A-10-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                     A-10-8



                                  EXHIBIT A-11

                          FORM OF CLASS M-6 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class M-6
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP:  [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF
      THIS CERTIFICATE.


                                     A-11-1




                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-6 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-6 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-6 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                     A-11-2



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this


                                     A-11-3



Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of this Certificate or any interest
therein, that it is not a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with "plan
assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final


                                     A-11-4



payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the
party designated in the Agreement at a price determined as provided in the
Agreement from REMIC I of all the Mortgage Loans and all property acquired in
respect of such Mortgage Loans. The Agreement permits, but does not require, the
party designated in the Agreement to purchase from REMIC I all the Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-11-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                     A-11-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -        Custodian
                                                                  ---------------------
                                                                    (Cust)   (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        ---------------------
            survivorship and not as                                      (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                     A-11-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                     A-11-8



                                  EXHIBIT A-12

                          FORM OF CLASS M-7 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES
      AND THE M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class M-7
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF
      THIS CERTIFICATE.


                                     A-12-1




                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-7 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-7 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-7 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                     A-12-2



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this


                                     A-12-3



Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of this Certificate or any interest
therein, that it is not a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with "plan
assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final


                                     A-12-4



payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the
party designated in the Agreement at a price determined as provided in the
Agreement from REMIC I of all the Mortgage Loans and all property acquired in
respect of such Mortgage Loans. The Agreement permits, but does not require, the
party designated in the Agreement to purchase from REMIC I all the Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-12-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                     A-12-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -        Custodian
                                                                  ---------------------
                                                                    (Cust)   (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        ---------------------
            survivorship and not as                                      (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                     A-12-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                     A-12-8



                                  EXHIBIT A-13

                          FORM OF CLASS M-8 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5
      CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.


                                     A-13-1



Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class M-8
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                     A-13-2



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-8 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-8 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-8 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                     A-13-3



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this


                                     A-13-4



Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of this Certificate or any interest
therein, that it is not a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with "plan
assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final


                                     A-13-5



payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the
party designated in the Agreement at a price determined as provided in the
Agreement from REMIC I of all the Mortgage Loans and all property acquired in
respect of such Mortgage Loans. The Agreement permits, but does not require, the
party designated in the Agreement to purchase from REMIC I all the Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-13-6



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                     A-13-7



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -        Custodian
                                                                  ---------------------
                                                                    (Cust)   (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        ---------------------
            survivorship and not as                                      (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                     A-13-8



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                     A-13-9



                                  EXHIBIT A-14

                          FORM OF CLASS M-9 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5
      CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES
      AND CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING
      AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                     A-14-1



Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class M-9
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                     A-14-2



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-9 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-9 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-9 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                     A-14-3



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this


                                     A-14-4



Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of this Certificate or any interest
therein, that it is not a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with "plan
assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final


                                     A-14-5



payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the
party designated in the Agreement at a price determined as provided in the
Agreement from REMIC I of all the Mortgage Loans and all property acquired in
respect of such Mortgage Loans. The Agreement permits, but does not require, the
party designated in the Agreement to purchase from REMIC I all the Mortgage
Loans and all property acquired in respect of any Mortgage Loan at a price
determined as provided in the Agreement. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-14-6



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                     A-14-7



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -        Custodian
                                                                  ---------------------
                                                                    (Cust)   (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        ---------------------
            survivorship and not as                                      (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                     A-14-8



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                     A-14-9



                                  EXHIBIT A-15

                         FORM OF CLASS M-10 CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
      THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
      PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
      SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE
      CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
      CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5
      CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7
      CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

      THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
      STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
      PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
      TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.


                                     A-15-1



Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series 2006-FRE2                             Balance of the Class M-10
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1                                        CUSIP: [ ________ ] [ ] [ ]

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                     A-15-2



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-10 Certificates as
of the Closing Date) in that certain beneficial ownership interest evidenced by
all the Class M-10 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Stanwich
Asset Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-10 Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                     A-15-3



            The Pass-Through Rate applicable to the calculation of interest
payable with respect to this Certificate on any Distribution Date shall equal a
rate per annum equal to the lesser of (i) the related Formula Rate for such
Distribution Date and (ii) the related Net WAC Pass-Through Rate for such
Distribution Date.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

            No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1. None of the Depositor or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other


                                     A-15-4



securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor and the Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

      Until the swap agreement terminates in June 2010, this Certificate or any
interest therein may not be purchased by or transferred to an "employee benefit
plan" as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, any "plan"
as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), that is subject to Section 4975 of the Code or any entity
deemed to hold "plan assets" (within the meaning of the Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, as modified by Section 3(42)
of ERISA) of any of the foregoing (a "Plan"), any Person acting, directly or
indirectly, on behalf of any such Plan or any Person acquiring this Certificate
with "plan assets" of a Plan. Each beneficial owner of this Certificate or any
interest therein shall be deemed to have represented, by virtue of its
acquisition or holding of this Certificate or any interest therein, that it is
not a Plan, any Person acting, directly or indirectly, on behalf of any such
Plan or any Person acquiring this Certificate with "plan assets" of a Plan.

            After the termination of the swap agreement in June 2010, each
beneficial owner of this Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of this Certificate or
any interest therein, that either (A) it is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with "plan assets" of a Plan, (B) it has acquired and is holding
this Certificate in reliance on the Underwriters' Exemption, and that it
understands that there are certain conditions to the availability of the
Underwriters' Exemption, including that this Certificate must be rated, at the
time of purchase, not lower than "BBB-" (or its equivalent) by Fitch, S&P or
Moody's and this Certificate is so rated, that it is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended, and that it will obtain a representation from any transferee that such
transferee is an accredited investor, or (C) (1) it is an insurance company, (2)
the source of funds used to acquire or hold this Certificate or any interest
therein is an "insurance company general account," as such term is defined in
Prohibited Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As


                                     A-15-5



provided in the Agreement and subject to certain limitations therein set forth,
the Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange of Certificates, but the
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-15-6



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                     A-15-7



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -        Custodian
                                                                  ---------------------
                                                                    (Cust)   (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        ---------------------
            survivorship and not as                                      (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                     A-15-8



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                     A-15-9



                                  EXHIBIT A-16

                          FORM OF CLASS CE CERTIFICATE

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

      THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, AND THE
      MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

      THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
      STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
      PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
      TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED
      EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series: 2006-FRE2                            Balance of the Class CE
                                             Certificates as of the Closing
                                             Date: [ _____________ ]

Pass-Through Rate: Variable                  Denomination: [ _____________ ]

Cut-off Date: October 1, 2006                Servicer: Fremont Investment & Loan

Date of Pooling and Servicing Agreement:
October 1, 2006                              Trustee: Wells Fargo Bank, N.A.

First Distribution Date: November 27, 2006   Closing Date: October 18, 2006

No. 1

Aggregate Notional Amount of the Class

CE Certificates as of the Closing Date:


[ _____________ ]

Notional Amount: [ _____________ ]


                                     A-16-1



      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                     A-16-2



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Wells Fargo Bank, N.A., as Indenture Trustee
under the Indenture, dated October 18, 2006, relating to the Carrington NIM
Trust 2006-FRE2 Notes, is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class CE Certificates as of the Closing
Date) in that certain beneficial ownership interest evidenced by all the Class
CE Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Stanwich Asset
Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class CE Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency


                                     A-16-3



of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for that purpose as
provided in the Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

            No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Servicer in their


                                     A-16-4



respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this
Certificate shall be required to indemnify the Trustee, the Depositor and the
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

            No purchase or transfer of this Certificate or any interest therein
shall be made to an "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is
subject to Title I of ERISA, any "plan" as defined in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended (the "Code"), that is subject to
Section 4975 of the Code or any entity deemed to hold "plan assets" (within the
meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.
2510.3-101, as modified by Section 3(42) of ERISA) of any of the foregoing (a
"Plan"), any Person acting, directly or indirectly, on behalf of any such Plan
or any Person acquiring this Certificate with "plan assets" of a Plan, as
certified by such beneficial owner in the form of Exhibit G to the Agreement,
unless the beneficial owner provides the Trustee with an Opinion of Counsel
acceptable to and in form and substance satisfactory to the Depositor, the
Trustee and the Servicer to the effect that the purchase and holding of this
Certificate is permissible under applicable law, will not constitute or result
in any non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code (or comparable provisions of any subsequent enactments) and
will not subject the Depositor, the Servicer, the Trustee or the Trust Fund to
any obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
the Trustee or the Trust Fund.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.


                                     A-16-5



            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-16-6



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                     A-16-7



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -        Custodian
                                                                  ---------------------
                                                                    (Cust)   (Minor)
TEN ENT -   as tenants by the entireties                          under Uniform Gifts
                                                                  to Minors Act

JT TEN -    as joint tenants with right if                        ---------------------
            survivorship and not as                                      (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                     A-16-8



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                     A-16-9



                                  EXHIBIT A-17

                           FORM OF CLASS P CERTIFICATE

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

      THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
      STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
      PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
      TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED
      EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

Carrington Mortgage Loan Trust,              Aggregate Certificate Principal
Series: 2006-FRE2                            Balance of the Class P Certificates
                                             as of the Closing
                                             Date: [ _____________ ]

Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006         Denomination: [ _____________ ]

First Distribution Date: November 27, 2006   Servicer: Fremont Investment & Loan

No. 1                                        Trustee: Wells Fargo Bank, N.A.

                                             Closing Date: October 18, 2006

      DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
      OF THIS CERTIFICATE.


                                     A-17-1



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Wells Fargo Bank, N.A., as Indenture Trustee
under the Indenture, dated October 18, 2006, relating to the Carrington NIM
Trust 2006-FRE2 Notes, is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class P Certificates as of the Closing
Date) in that certain beneficial ownership interest evidenced by all the Class P
Certificates in REMIC II created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), among Stanwich Asset Acceptance
Company, L.L.C. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class P Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                     A-17-2



            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

            No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Servicer in their respective capacities as such), together with copies of
the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion
of Counsel is based. None of the Depositor or the Trustee is obligated to


                                     A-17-3



register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this
Certificate shall be required to indemnify the Trustee, the Depositor and the
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

            No purchase or transfer of this Certificate or any interest therein
shall be made to an "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is
subject to Title I of ERISA, any "plan" as defined in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended (the "Code"), that is subject to
Section 4975 of the Code or any entity deemed to hold "plan assets" (within the
meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.
2510.3-101, as modified by Section 3(42) of ERISA) of any of the foregoing (a
"Plan"), any Person acting, directly or indirectly, on behalf of any such Plan
or any Person acquiring this Certificate with "plan assets" of a Plan, as
certified by such beneficial owner in the form of Exhibit G to the Agreement,
unless the beneficial owner provides the Trustee with an Opinion of Counsel
acceptable to and in form and substance satisfactory to the Depositor, the
Trustee and the Servicer to the effect that the purchase and holding of this
Certificate is permissible under applicable law, will not constitute or result
in any non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code (or comparable provisions of any subsequent enactments) and
will not subject the Depositor, the Servicer, the Trustee or the Trust Fund to
any obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
the Trustee or the Trust Fund.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the


                                     A-17-4



owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-17-5



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                     A-17-6



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -        Custodian
                                                                   ---------------------
                                                                    (Cust)     (Minor)
TEN ENT -   as tenants by the entireties                           under Uniform Gifts
                                                                   to Minors Act

JT TEN -    as joint tenants with right if                         ---------------------
            survivorship and not as                                       (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                     A-17-7



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                     A-17-8



                                  EXHIBIT A-18

                          FORM OF CLASS R-I CERTIFICATE

      THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
      PERSON.

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

      ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
      MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
      STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
      PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
      TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED
      EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

      ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
      MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO
      THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR
      ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF,
      ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY
      AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY
      ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF
      THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE
      CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY
      SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION
      1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
      FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE


                                     A-18-1



      REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT OF A
      DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO
      IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE
      SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
      CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
      REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR
      OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
      OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL
      BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH
      PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
      HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
      DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE
      BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D)
      OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY
      PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM
      ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Carrington Mortgage Loan Trust,              Aggregate Percentage Interest of
Series 2006-FRE2                             the Class R Certificates as of the
                                             Closing Date: 100.00%

Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006         Servicer: Fremont Investment & Loan

First Distribution Date: November 27, 2006   Trustee: Wells Fargo Bank, N.A.

No.1                                         Closing Date: October 18, 2006


                                     A-18-2



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Greenwich Residual Venture, LLC is the
registered owner of a Percentage Interest (as specified above) in that certain
beneficial ownership interest evidenced by all the Certificates of the Class to
which this Certificate belongs created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Stanwich Asset
Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                     A-18-3



            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

            No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Servicer in their respective capacities as such), together with copies of
the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion
of Counsel is based. None of the Depositor or the Trustee is obligated to
register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or


                                     A-18-4



any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor and the Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No purchase or transfer of this Certificate or any interest therein
shall be made to an "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is
subject to Title I of ERISA, any "plan" as defined in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended (the "Code"), that is subject to
Section 4975 of the Code or any entity deemed to hold "plan assets" (within the
meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.
2510.3-101, as modified by Section 3(42) of ERISA) of any of the foregoing (a
"Plan"), any Person acting, directly or indirectly, on behalf of any such Plan
or any Person acquiring this Certificate with "plan assets" of a Plan, as
certified by such beneficial owner in the form of Exhibit G to the Agreement,
unless the beneficial owner provides the Trustee with an Opinion of Counsel
acceptable to and in form and substance satisfactory to the Depositor, the
Trustee and the Servicer to the effect that the purchase and holding of this
Certificate is permissible under applicable law, will not constitute or result
in any non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code (or comparable provisions of any subsequent enactments) and
will not subject the Depositor, the Servicer, the Trustee or the Trust Fund to
any obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
the Trustee or the Trust Fund.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trustee (i) an
affidavit to the effect that such transferee is any Person other than a
Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the


                                     A-18-5



Class R Certificates have been designated as a residual interest in a REMIC, (B)
it will include in its income a pro rata share of the net income of the Trust
Fund and that such income may be an "excess inclusion," as defined in the Code,
that, with certain exceptions, cannot be offset by other losses or benefits from
any tax exemption, and (C) it expects to have the financial means to satisfy all
of its tax obligations including those relating to holding the Class R
Certificates. Notwithstanding the registration in the Certificate Register of
any transfer, sale or other disposition of this Certificate to a Disqualified
Organization or an agent (including a broker, nominee or middleman) of a
Disqualified Organization, such registration shall be deemed to be of no legal
force or effect whatsoever and such Person shall not be deemed to be a
Certificateholder for any purpose, including, but not limited to, the receipt of
distributions in respect of this Certificate.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have consented to the provisions of Section 5.02 of the Agreement and
to any amendment of the Agreement deemed necessary by counsel of the Depositor
to ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon the REMIC.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-18-6



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                     A-18-7



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -         Custodian
                                                                   ---------------------
                                                                    (Cust)     (Minor)
TEN ENT -   as tenants by the entireties                           under Uniform Gifts
                                                                   to Minors Act

JT TEN -    as joint tenants with right if                         ---------------------
            survivorship and not as                                       (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ______%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                     A-18-8



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                     A-18-9



                                  EXHIBIT A-19

                         FORM OF CLASS R-II CERTIFICATE

      THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
      PERSON.

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

      ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
      MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
      STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
      PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
      TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED
      EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

      ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
      MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO
      THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR
      ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF,
      ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY
      AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY
      ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF
      THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE
      CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY
      SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION
      1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
      FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE


                                     A-19-1



      REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT OF A
      DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO
      IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE
      SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
      CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
      REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR
      OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
      OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL
      BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH
      PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
      HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
      DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE
      BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D)
      OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY
      PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM
      ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Carrington Mortgage Loan Trust,              Aggregate Percentage Interest of
Series 2006-FRE2                             the Class R Certificates as of the
                                             Closing Date: 100.00%

Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006         Servicer: Fremont Investment & Loan

First Distribution Date: November 27, 2006   Trustee: Wells Fargo Bank, N.A.

No.1                                         Closing Date: October 18, 2006


                                     A-19-2



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of one- to four-family,
adjustable-rate and fixed-rate, interest-only, balloon and fully-amortizing,
first lien and second lien closed-end, subprime mortgage loans (the "Mortgage
Loans") formed and sold by

                    STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      STANWICH ASSET ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE TRUSTEE
      OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
      THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
      INSTRUMENTALITY OF THE UNITED STATES.

            This certifies that Greenwich Residual Venture, LLC is the
registered owner of a Percentage Interest (as specified above) in that certain
beneficial ownership interest evidenced by all the Certificates of the Class to
which this Certificate belongs created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Stanwich Asset
Acceptance Company, L.L.C. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.


                                     A-19-3



            This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account and the Certificate Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

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

            No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Servicer in their respective capacities as such), together with copies of
the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion
of Counsel is based. None of the Depositor or the Trustee is obligated to
register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or


                                     A-19-4



any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor and the Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No purchase or transfer of this Certificate or any interest therein
shall be made to an "employee benefit plan" as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is
subject to Title I of ERISA, any "plan" as defined in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended (the "Code"), that is subject to
Section 4975 of the Code or any entity deemed to hold "plan assets" (within the
meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.
2510.3-101, as modified by Section 3(42) of ERISA) of any of the foregoing (a
"Plan"), any Person acting, directly or indirectly, on behalf of any such Plan
or any Person acquiring this Certificate with "plan assets" of a Plan, as
certified by such beneficial owner in the form of Exhibit G to the Agreement,
unless the beneficial owner provides the Trustee with an Opinion of Counsel
acceptable to and in form and substance satisfactory to the Depositor, the
Trustee and the Servicer to the effect that the purchase and holding of this
Certificate is permissible under applicable law, will not constitute or result
in any non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code (or comparable provisions of any subsequent enactments) and
will not subject the Depositor, the Servicer, the Trustee or the Trust Fund to
any obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
the Trustee or the Trust Fund.

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

            The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

            Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trustee (i) an
affidavit to the effect that such transferee is any Person other than a
Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the


                                     A-19-5



Class R Certificates have been designated as a residual interest in a REMIC, (B)
it will include in its income a pro rata share of the net income of the Trust
Fund and that such income may be an "excess inclusion," as defined in the Code,
that, with certain exceptions, cannot be offset by other losses or benefits from
any tax exemption, and (C) it expects to have the financial means to satisfy all
of its tax obligations including those relating to holding the Class R
Certificates. Notwithstanding the registration in the Certificate Register of
any transfer, sale or other disposition of this Certificate to a Disqualified
Organization or an agent (including a broker, nominee or middleman) of a
Disqualified Organization, such registration shall be deemed to be of no legal
force or effect whatsoever and such Person shall not be deemed to be a
Certificateholder for any purpose, including, but not limited to, the receipt of
distributions in respect of this Certificate.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have consented to the provisions of Section 5.02 of the Agreement and
to any amendment of the Agreement deemed necessary by counsel of the Depositor
to ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon the REMIC.

            The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-19-6



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

Dated: October 18, 2006


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the within-mentioned
Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                                     Authorized Signatory


                                     A-19-7



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:



TEN COM -   as tenants in common             UNIF GIFT MIN ACT -         Custodian
                                                                   ---------------------
                                                                    (Cust)     (Minor)
TEN ENT -   as tenants by the entireties                           under Uniform Gifts
                                                                   to Minors Act

JT TEN -    as joint tenants with right if                         ---------------------
            survivorship and not as                                       (State)
            tenants in common


      Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

      I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address: __________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

Dated:


                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                     A-19-8



                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,
Applicable statements should be mailed to ______________________________________
_______________________________________________________________________________.
This information is provided by _______________________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                     A-19-9



                                    EXHIBIT B

                                   [Reserved]


                                       B-1



                                   EXHIBIT C-1

                 FORM OF TRUST RECEIPT AND INITIAL CERTIFICATION

                                                           [DATE]

--------------------------------------------------------------------------------
Stanwich Asset Acceptance Company, L.L.C.
Seven Greenwich Office Park
599 West Putnam Avenue
Greenwich, CT 06830

--------------------------------------------------------------------------------
Carrington Securities, LP
Seven Greenwich Office Park
599 West Putnam Avenue
Greenwich, CT 06830
--------------------------------------------------------------------------------

            Re:   Pooling and Servicing Agreement, dated as of October 1, 2006,
                  among Wells Fargo Bank, N.A., as Trustee, Fremont Investment &
                  Loan, as Servicer and Stanwich Asset Acceptance Company,
                  L.L.C. as Depositor

Ladies and Gentlemen:

In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement, the undersigned, as the Trustee, hereby
certifies that it is holding the Mortgage Loans identified on the schedule
attached hereto for the exclusive benefit of the Certificateholders pursuant to
the terms and conditions of the Pooling and Servicing Agreement, and it has
received a Mortgage Loan File with respect to each such Mortgage Loan (other
than any Mortgage Loan specifically identified on the exception report attached
hereto) and that with respect to each such Mortgage Loan: (i) all documents
constituting part of such Mortgage Loan File required to be delivered to it
pursuant to the Pooling and Servicing Agreement are in its possession, (ii) such
documents have been reviewed by the Trustee and appear regular on their face and
relate to such Mortgage Loan and (iii) based on the Trustee's examination and
only as to the foregoing, the information set forth in the Mortgage Loan
Schedule that corresponds to items (i), (ii), (xi), (xii), and (xv) of the
definition of "Mortgage Loan Schedule" in the Pooling and Servicing Agreement
accurately reflects information set forth in the Mortgage Loan File. The Trustee
hereby confirms that it is holding each such Mortgage File for the exclusive use
and benefit of the Certificateholders pursuant to the terms of the Pooling and
Servicing Agreement.

Capitalized terms used herein shall have the meaning ascribed to them in the
Pooling and Servicing Agreement.


                                      C-1-1



                                          WELLS FARGO BANK, N.A., Trustee


                                          By:___________________________________
                                          Name:
                                          Title:


                                      C-1-2



                                   EXHIBIT C-2

                           FORM OF FINAL TRUST RECEIPT

                                                           [DATE]

--------------------------------------------------------------------------------
Stanwich Asset Acceptance Company, L.L.C.
Seven Greenwich Office Park
599 West Putnam Avenue
Greenwich, CT 06830

--------------------------------------------------------------------------------
Carrington Securities, LP
Seven Greenwich Office Park
599 West Putnam Avenue
Greenwich, CT 06830
--------------------------------------------------------------------------------

            Re:   Pooling and Servicing Agreement, dated as of October 1, 2006,
                  among Wells Fargo Bank, N.A., as Trustee, Fremont Investment &
                  Loan, as Servicer and Stanwich Asset Acceptance Company
                  L.L.C., as Depositor

Ladies and Gentlemen:

In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement, the undersigned, as the Trustee, hereby
certifies that as to each Mortgage Loan listed on the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan listed on the
attachment hereto) it has reviewed the Mortgage Loan Files and has determined
that (i) all documents required to be delivered to it pursuant to Sections
2.01(i), (ii), (iii), (iv), (v) and (vi) of the Pooling and Servicing Agreement
are in its possession; (ii) such documents have been reviewed by it and appear
regular on their face and relate to such Mortgage Loan; (iii) based on the
Trustee's examination and only as to the foregoing, the information set forth in
the Mortgage Loan Schedule that corresponds to items (i), (ii), (xi), (xii) and
(xv) of the definition of "Mortgage Loan Schedule" in the Pooling and Servicing
Agreement accurately reflects information set forth in the Mortgage Loan File;
and (iv) each Mortgage Note has been endorsed as provided in Section 2.02 of the
Pooling and Servicing Agreement and each Mortgage has been assigned in
accordance with Section 2.02 of the Pooling and Servicing Agreement. The Trustee
makes no representations as to (i) the validity, legality, enforceability,
sufficiency, recordability, due authorization or genuineness of any of the
documents contained in each Mortgage Loan File or of any of the Mortgage Loans
or (ii) the collectability, insurability, perfection, priority, effectiveness or
suitability of any such Mortgage Loan.

The Trustee hereby confirms that it is holding each such Mortgage Loan File for
the exclusive use and benefit, and subject to the sole direction, of the
Certificateholders pursuant to the terms and conditions of the Pooling and
Servicing Agreement.

Capitalized terms used herein shall have the meaning ascribed to them in the
Pooling and Servicing Agreement.


                                      C-2-1



                                          WELLS FARGO BANK, N.A., Trustee


                                          By:___________________________________
                                          Name:
                                          Title:


                                      C-2-2



                                    EXHIBIT D

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT

                                [To be attached]


                                       D-1



                                    EXHIBIT E

                               REQUEST FOR RELEASE
                             (for Trustee/Custodian)

Loan Information

      Name of Mortgagor:    ________________________________________

      Master Servicer
      Loan No.:             ________________________________________

Trustee/Custodian

      Name:                 ________________________________________

      Address:              ________________________________________
                            ________________________________________

      Trustee/Custodian
      Mortgage File No.:

Trustee

      Name:                 ________________________________________

      Address:              ________________________________________
                            ________________________________________

Depositor

      Name:                 STANWICH ASSET ACCEPTANCE COMPANY, L.L.C.

      Address:              ________________________________________
                            ________________________________________

      Certificates:         Carrington Mortgage Loan Trust, Series
                            2006-FRE2 Asset-Backed Pass-Through
                            Certificates

            The undersigned Servicer hereby acknowledges that it has received
from _______________________, as Trustee for the Holders of Carrington Mortgage
Loan Trust, Series 2006-FRE2 Asset-Backed Pass-Through Certificates the
documents referred to below (the "Documents"). All capitalized terms not
otherwise defined in this Request for Release shall have


                                       E-1



the meanings given them in the Pooling and Servicing Agreement, dated as of
October 1, 2006, among the Trustee, the Depositor and the Servicer (the "Pooling
and Servicing Agreement").

            (  ) Promissory Note dated _______________, 20__, in the original
principal sum of $__________, made by _____________________, payable to, or
endorsed to the order of, the Trustee.

            (  ) Mortgage recorded on _________________________ as instrument
no. ____________________ in the County Recorder's Office of the County of
_________________, State of __________________ in book/reel/docket
_________________ of official records at page/image _____________.

            (  ) Deed of Trust recorded on ___________________ as instrument no.
________________ in the County Recorder's Office of the County of _____________,
State of ____________________ in book/reel/docket _________________ of official
records at page/image ______________.

            (  ) Assignment of Mortgage or Deed of Trust to the Trustee,
recorded on ___________________ as instrument no. _________ in the County
Recorder's Office of the County of _______________, State of ___________________
in book/reel/docket ____________ of official records at page/image ____________.

            (  ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.

            (  ) ________________________________________________________

            (  ) ________________________________________________________

            (  ) ________________________________________________________

            (  ) ________________________________________________________

            The undersigned Servicer hereby acknowledges and agrees as follows:

            (1) The Servicer shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes provided in the
Agreement.

            (2) The Servicer shall not cause or permit the Documents to become
subject to, or encumbered by, any claim, liens, security interest, charges,
writs of attachment or other impositions nor shall the Servicer assert or seek
to assert any claims or rights of setoff to or against the Documents or any
proceeds thereof.

            (3) The Servicer shall return each and every Document previously
requested from the Mortgage File to the Trustee when the need therefor no longer
exists, unless the Mortgage Loan relating to the Documents has been liquidated
and the proceeds thereof have been remitted to the Custodial Account and except
as expressly provided in the Agreement.


                                       E-2



            (4) The Documents and any proceeds thereof, including any proceeds
of proceeds, coming into the possession or control of the Servicer shall at all
times be earmarked for the account of the Trustee, and the Servicer shall keep
the Documents and any proceeds separate and distinct from all other property in
the Servicer's possession, custody or control.

Dated:


                                          FREMONT INVESTMENT & LOAN


                                          By: __________________________________
                                          Name:
                                          Title:


                                       E-3



                                   EXHIBIT F-1

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                          [Date]

Wells Fargo Bank, N.A.
Sixth and Marquette
Minneapolis, MN 55749-0113

Attention: Corporate Trust Services - Carrington Mortgage Loan Trust, 2006-FRE2

            Re:   Carrington Mortgage Loan Trust, Series 2006-FRE2 Asset-Backed
                  Pass-Through Certificates, Class ___, representing a ___%
                  Class Percentage Interest

Ladies and Gentlemen:

            In connection with the transfer by ________________ (the
"Transferor") to ________________ (the "Transferee") of the captioned mortgage
pass-through certificates (the "Certificates"), the Transferor hereby certifies
as follows:

            Neither the Transferor nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, (e) has taken any other action, that (in the case of each of
subclauses (a) through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or
would render the disposition of any Certificate a violation of Section 5 of the
1933 Act or any state securities law or would require registration or
qualification pursuant thereto. The Transferor will not act, nor has it
authorized or will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to any Certificate. The Transferor will not
sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of that certain Pooling and Servicing Agreement, dated as of
October 1, 2006, among Stanwich Asset Acceptance Company, L.L.C. as Depositor,
Fremont Investment & Loan as Servicer and Wells Fargo Bank, N.A. as Trustee (the
"Pooling and Servicing Agreement"), pursuant to which Pooling and Servicing
Agreement the Certificates were issued.


                                      F-1-1



            Capitalized terms used but not defined herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

                                          Very truly yours,

                                          [Transferor]


                                          By: __________________________________
                                          Name:
                                          Title:


                                      F-1-2



                    FORM OF TRANSFEREE REPRESENTATION LETTER

                                                          [Date]

Wells Fargo Bank, N.A.
Sixth and Marquette
Minneapolis, MN 55749-0113

Attention: Corporate Trust Services - Carrington Mortgage Loan Trust, 2006-FRE2


            Re:   Carrington Mortgage Loan Trust, Series 2006-FRE2 Asset-Backed
                  Pass-Through Certificates, Class ___, representing a ___%
                  Percentage Interest

Ladies and Gentlemen:

            In connection with the purchase from ______________________ (the
"Transferor") on the date hereof of the captioned trust certificates (the
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:

            The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (the "1933
Act") and has completed either of the forms of certification to that effect
attached hereto as Annex 1 or Annex 2. The Transferee is aware that the sale to
it is being made in reliance on Rule 144A. The Transferee is acquiring the
Certificates for its own account or for the account of a qualified institutional
buyer, and understands that such Certificate may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.

            2.    The Transferee has been furnished with all information
regarding (a) the Certificates and distributions thereon, (b) the nature,
performance and servicing of the Mortgage Loans, (c) the Pooling and Servicing
Agreement referred to below, and (d) any credit enhancement mechanism associated
with the Certificates, that it has requested.

            All capitalized terms used but not otherwise defined herein have the
respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of October 1, 2006, among Stanwich Asset Acceptance Company, L.L.C. as
Depositor, Fremont Investment & Loan as Servicer and Wells Fargo Bank, N.A. as
Trustee, pursuant to which the Certificates were issued.

                                          [TRANSFEREE]


                                          By: __________________________________
                                          Name:
                                          Title:


                                      F-1-3



                                                          ANNEX 1 TO EXHIBIT F-1

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

            [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
mortgage pass-through certificates (the "Certificates") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1.    As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").

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

      ___ CORPORATION, ETC. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or similar
business trust, partnership, or any organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986.

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

      ___ SAVINGS AND LOAN. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a State
or Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b) has an
audited net worth of at least

      ___ BROKER-DEALER. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.

_________________________

(1)   Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities. $25,000,000 as demonstrated in its latest annual financial
statements, A COPY OF WHICH IS ATTACHED HERETO.


                                      F-1-4



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

      ___ STATE OR LOCAL PLAN. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees.

      ___ ERISA PLAN. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974.

      ___ INVESTMENT ADVISOR. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940.

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

            4.    For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
used the cost of such securities to the Transferee and did not include any of
the securities referred to in the preceding paragraph. Further, in determining
such aggregate amount, the Transferee may have included securities owned by
subsidiaries of the Transferee, but only if such subsidiaries are consolidated
with the Transferee in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Transferee's direction. However, such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not itself a reporting
company under the Securities Exchange Act of 1934.

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

      ___         ___       Will the Transferee be purchasing the Certificates
      Yes         No        only for the Transferee's own account?

            6.    If the answer to the foregoing question is "no", the
Transferee agrees that, in connection with any purchase of securities sold to
the Transferee for the account of a third party (including any separate account)
in reliance on Rule 144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional buyer" within the
meaning of Rule 144A. In addition, the Transferee agrees that the Transferee
will not purchase securities for a third party unless the Transferee has
obtained a current representation letter from such third party or taken other
appropriate steps contemplated by Rule 144A to


                                      F-1-5



conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

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

Dated:


                                          ______________________________________
                                          Print Name of Transferee


                                          By: __________________________________
                                          Name:
                                          Title:


                                      F-1-6



                                                          ANNEX 2 TO EXHIBIT F-1

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
mortgage pass- through certificates (the "Certificates") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

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

            2.    In connection with purchases by the Transferee, the Transferee
is a "qualified institutional buyer" as defined in Rule 144A because (i) the
Transferee is an investment company registered under the Investment Company Act
of 1940, and (ii) as marked below, the Transferee alone, or the Transferee's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year. For purposes of determining the amount of
securities owned by the Transferee or the Transferee's Family of Investment
Companies, the cost of such securities was used.

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

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

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

            4.    The term "SECURITIES" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) securities issued or
guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v) repurchase
agreements,


                                      F-1-7



(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.

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

            6.    The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Certificates will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.

Dated:


                                          ______________________________________
                                          Print Name of Transferee or Advisor


                                          By: __________________________________
                                          Name:
                                          Title:


                                          IF AN ADVISER:


                                          ______________________________________
                                          Print Name of Transferee


                                      F-1-8



                    FORM OF TRANSFEREE REPRESENTATION LETTER

            The undersigned hereby certifies on behalf of the purchaser named
below (the "Purchaser") as follows:

            1.    I am an executive officer of the Purchaser.

            2.    The Purchaser is a "qualified institutional buyer", as defined
in Rule 144A, ("Rule 144A") under the Securities Act of 1933, as amended.

            3.    As of the date specified below (which is not earlier than the
last day of the Purchaser's most recent fiscal year), the amount of
"securities", computed for purposes of Rule 144A, owned and invested on a
discretionary basis by the Purchaser was in excess of $100,000,000.

                                          Name of Purchaser


                                          By: __________________________________
                                          Name:
                                          Title:


Date of this certificate:

Date of information provided in paragraph 3:


                                      F-1-9



                                   EXHIBIT F-2

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF NEW YORK     )
COUNTY OF NEW YORK    )


            __________________________, being duly sworn, deposes, represents
and warrants as follows:

            1.    I am a ______________________ of ____________________________
(the "Owner") a corporation duly organized and existing under the laws of
______________, the record owner of Carrington Mortgage Loan Trust, Series
2006-FRE2 Asset-Backed Pass-Through Certificates, Class R-I Certificates and the
Class R-II, (the "Class R Certificates"), on behalf of whom I make this
affidavit and agreement. Capitalized terms used but not defined herein have the
respective meanings assigned thereto in the Pooling and Servicing Agreement
pursuant to which the Class R Certificates were issued.

            2.    The Owner (i) is and will be a "Permitted Transferee" as of
____________, 20__ and (ii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any person other than a "disqualified organization" or a
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

            3.    The Owner either (i) is not a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring the
Class R Certificates with "plan assets" (within the meaning of the Department of
Labor regulation promulgated at 29 C. F. R. ss. 2510.3-101, as modified by
Section 3(42) of ERISA) of a Plan, or (ii) has provided the Trustee with an
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Depositor, the Trustee and the Servicer to the effect that the purchase and
holding of the Class R Certificates are permissible under applicable law, will
not constitute or result in any non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code (or comparable provisions of any
subsequent enactments) and will not subject the Depositor, the Servicer, the
Trustee or the Trust Fund to any obligation or liability (including obligations
or liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement, which Opinion of Counsel
shall not be an expense of the Depositor, the Servicer, the Trustee or the Trust
Fund.


                                      F-2-1



            4.    The Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates to disqualified organizations under the
Internal Revenue Code of 1986 that applies to all transfers of the Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
or, if such transfer is through an agent (which person includes a broker,
nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that
the person otherwise liable for the tax shall be relieved of liability for the
tax if the transferee furnishes to such person an affidavit that the transferee
is a Permitted Transferee and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that each of the
Class R Certificates may be a "noneconomic residual interest" within the meaning
of proposed Treasury regulations promulgated under the Code and that the
transferor of a "noneconomic residual interest" will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant
purpose of the transfer is to impede the assessment or collection of tax.

            5.    The Owner is aware of the tax imposed on a "pass-through
entity" holding the Class R Certificates if, at any time during the taxable year
of the pass-through entity, a non-Permitted Transferee is the record holder of
an interest in such entity. (For this purpose, a "pass-through entity" includes
a regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

            6.    The Owner is aware that the Trustee will not register the
transfer of any Class R Certificate unless the transferee, or the transferee's
agent, delivers to the Trustee, among other things, an affidavit in
substantially the same form as this affidavit. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.

            7.    The Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is a Permitted Transferee.

            8.    The Owner's taxpayer identification number is _______________.

            9.    The Owner has reviewed the restrictions set forth on the face
of the Class R Certificates and the provisions of Section 5.02(d) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event that the Owner holds such Certificate
in violation of Section 5.02(d)); and that the Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.

            10.   The Owner is not acquiring and will not transfer the Class R
Certificates in order to impede the assessment or collection of any tax.

            11.   The Owner anticipates that it will, so long as it holds the
Class R Certificates, have sufficient assets to pay any taxes owed by the holder
of such Class R Certificates, and hereby represents to and for the benefit of
the person from whom it acquired the


                                      F-2-2



Class R Certificates that the Owner intends to pay taxes associated with holding
such Class R Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Class R
Certificates.

            12.   The Owner has no present knowledge that it may become
insolvent or subject to a bankruptcy proceeding for so long as it holds the
Class R Certificates.

            13.   The Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.

            14.   The Owner is not acquiring the Class R Certificates with the
intent to transfer the Class R Certificates to any person or entity that will
not have sufficient assets to pay any taxes owed by the holder of such Class R
Certificates, or that may become insolvent or subject to a bankruptcy
proceeding, for so long as the Class R Certificates remain outstanding.

            15.   The Owner will, in connection with any transfer that it makes
of the Class R Certificates, obtain from its transferee the representations
required by Section 5.02(d) of the Pooling and Servicing Agreement under which
the Class R Certificate were issued and will not consummate any such transfer if
it knows, or knows facts that should lead it to believe, that any such
representations are false.

            16.   The Owner will, in connection with any transfer that it makes
of the Class R Certificates, deliver to the Trustee an affidavit, which
represents and warrants that it is not transferring the Class R Certificates to
impede the assessment or collection of any tax and that it has no actual
knowledge that the proposed transferee: (i) has insufficient assets to pay any
taxes owed by such transferee as holder of the Class R Certificates; (ii) may
become insolvent or subject to a bankruptcy proceeding for so long as the Class
R Certificates remains outstanding; and (iii) is not a "Permitted Transferee".

            17.   The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States may be included in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.

            18.   The Owner of the Class R Certificate, hereby agrees that in
the event that the Trust Fund created by the Pooling and Servicing Agreement is
terminated pursuant to Section 9.01 thereof, the undersigned shall assign and
transfer to the Holders of the Class CE Certificates (with respect to a
termination of REMIC I) any amounts in excess of par received in connection with
such termination. Accordingly, in the event of such termination, the Trustee is
hereby authorized to withhold any such amounts in excess of par and to pay such
amounts directly to the Holders of the Class CE Certificates. This agreement
shall bind and be enforceable against any successor, transferee or assigned of
the undersigned in the Class R Certificate. In connection with any transfer of
the Class R Certificate, the Owner shall obtain an agreement substantially
similar to this clause from any subsequent owner.


                                      F-2-3



            IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
__________, 20__.


                                          [OWNER]


                                          By: __________________________________
                                          Name:
                                          Title:        [Vice] President


ATTEST:

By: ___________________________________
Name:
Title:      [Assistant] Secretary

            Personally appeared before me the above-named, known or proved to me
to be the same person who executed the foregoing instrument and to be a [Vice]
President of the Owner, and acknowledged to me that [he/she] executed the same
as [his/her] free act and deed and the free act and deed of the Owner.

            Subscribed and sworn before me this ____ day of __________, 20___.


                                          ______________________________________
                                                      Notary Public

                                          County of __________________
                                          State of ___________________

                                          My Commission expires:


                                      F-2-4



                          FORM OF TRANSFEROR AFFIDAVIT

STATE OF NEW YORK    )
COUNTY OF NEW YORK   )

            __________________________, being duly sworn, deposes, represents
and warrants as follows:

            1.    I am a ____________________ of ____________________________
(the "Owner"), a corporation duly organized and existing under the laws of
______________, on behalf of whom I make this affidavit.

            2.    The Owner is not transferring the Class R Certificates (the
"Residual Certificates") to impede the assessment or collection of any tax.

            3.    The Owner has no actual knowledge that the Person that is the
proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.

            4.    The Owner understands that the Purchaser has delivered to the
Trustee a transfer affidavit and agreement in the form attached to the Pooling
and Servicing Agreement as Exhibit F-2. The Owner does not know or believe that
any representation contained therein is false.

            5.    At the time of transfer, the Owner has conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Owner has determined that the Purchaser has historically paid
its debts as they became due and has found no significant evidence to indicate
that the Purchaser will not continue to pay its debts as they become due in the
future. The Owner understands that the transfer of a Residual Certificate may
not be respected for United States income tax purposes (and the Owner may
continue to be liable for United States income taxes associated therewith)
unless the Owner has conducted such an investigation.

            6.    Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                      F-2-5



            IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 20__.


                                          [OWNER]


                                          By: __________________________________
                                          Name:
                                          Title:        [Vice] President


ATTEST:


By: ___________________________________
Name:
Title:      [Assistant] Secretary

            Personally appeared before me the above-named , known or proved to
me to be the same person who executed the foregoing instrument and to be a
[Vice] President of the Owner, and acknowledged to me that [he/she] executed the
same as [his/her] free act and deed and the free act and deed of the Owner.

            Subscribed and sworn before me this ____ day of __________, 20___.


                                          ______________________________________
                                                      Notary Public

                                          County of __________________
                                          State of ___________________

                                          My Commission expires:


                                      F-2-6



                                    EXHIBIT G

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                                   _____________, 20__

Wells Fargo Bank, N.A.
Sixth and Marquette
Minneapolis, MN 55479-0113

Attention: Corporate Trust Services-Carrington Mortgage Loan Trust, 2006-FRE2

            Re:   Carrington Mortgage Loan Trust, Series 2006-FRE2 Asset-Backed
                  Pass-Through Certificates

Dear Sirs:

            _______________________ (the "Transferee") intends to acquire from
_____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance of Carrington Mortgage Loan Trust, Series 2006-FRE2
Asset-Backed Pass-Through Certificates, Class [CE] [P] [R] (the "Certificates"),
issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of October 1, 2006, among Stanwich Asset Acceptance
Company, L.L.C. as depositor (the "Depositor"), Fremont Investment & Loan as
servicer (the "Servicer") and Wells Fargo Bank, N.A. as trustee (the "Trustee").
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to, and covenants with the Depositor, the
Trustee and the Servicer that:

            The Certificates or any interest therein are not being transferred
to (i) any "employee benefit plan" as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to
Title I of ERISA, any "plan" as defined in Section 4975(e)(1) of the Internal
Revenue Code of 1986, as amended (the "Code"), that is subject to Section 4975
of the Code or any entity deemed to hold "plan assets" (within the meaning of
the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101, as
modified by Section 3(42) of ERISA) of any of the foregoing (each, a "Plan"),
(ii) any Person acting, directly or indirectly, on behalf of any such Plan or
(iii) any Person acquiring the Certificates with "plan assets" of a Plan.


                                       G-1



                                          Very truly yours,


                                          ______________________________________

                                          By: __________________________________
                                          Name:
                                          Title:


                                       G-2



                                    EXHIBIT H

                           FORM OF LOST NOTE AFFIDAVIT

Loan #: ____________
Borrower: _____________

                               LOST NOTE AFFIDAVIT

            I, as ____________________ of ______________________, a
_______________ corporation am authorized to make this Affidavit on behalf of
_____________________ (the "Seller"). In connection with the administration of
the Mortgage Loans held by ____________________, a _________________ corporation
as Seller on behalf of Stanwich Asset Acceptance Company, L.L.C., a Delaware
limited liability company (the "Purchaser"), _____________________ (the
"Deponent"), being duly sworn, deposes and says that:

      1.    The Seller's address is: ___________________________________________
                                     ___________________________________________
                                     ___________________________________________

      2.    The Seller previously delivered to the Purchaser a signed Initial
            Certification with respect to such Mortgage and/or Assignment of
            Mortgage;

      3.    Such Mortgage Note and/or Assignment of Mortgage was assigned or
            sold to the Purchaser by ________________________, a ____________
            corporation pursuant to the terms and provisions of a Mortgage Loan
            Purchase Agreement dated as of __________ __, _____;

      4.    Such Mortgage Note and/or Assignment of Mortgage is not outstanding
            pursuant to a request for release of Documents;

      5.    Aforesaid Mortgage Note and/or Assignment of Mortgage (the
            "Original") has been lost;

      6.    Deponent has made or caused to be made a diligent search for the
            Original and has been unable to find or recover same;

      7.    The Seller was the Seller of the Original at the time of the loss;
            and

      8.    Deponent agrees that, if said Original should ever come into
            Seller's possession, custody or power, Seller will immediately and
            without consideration surrender the Original to the Purchaser.

      9.    Attached hereto is a true and correct copy of (i) the Note, endorsed
            in blank by the Mortgagee and (ii) the Mortgage or Deed of Trust
            (strike one) which secures the Note, which Mortgage or Deed of Trust
            is recorded in the county where the property is located.


                                       H-1



      10.   Deponent hereby agrees that the Seller (a) shall indemnify and hold
            harmless the Purchaser, its successors and assigns, against any
            loss, liability or damage, including reasonable attorney's fees,
            resulting from the unavailability of any Notes, including but not
            limited to any loss, liability or damage arising from (i) any false
            statement contained in this Affidavit, (ii) any claim of any party
            that has already purchased a mortgage loan evidenced by the Lost
            Note or any interest in such mortgage loan, (iii) any claim of any
            borrower with respect to the existence of terms of a mortgage loan
            evidenced by the Lost Note on the related property to the fact that
            the mortgage loan is not evidenced by an original note and (iv) the
            issuance of a new instrument in lieu thereof (items (i) through (iv)
            above hereinafter referred to as the "Losses") and (b) if required
            by any Rating Agency in connection with placing such Lost Note into
            a Pass-Through Transfer, shall obtain a surety from an insurer
            acceptable to the applicable Rating Agency to cover any Losses with
            respect to such Lost Note.

      11.   This Affidavit is intended to be relied upon by the Purchaser, its
            successors and assigns. _____________________, a ______________
            corporation represents and warrants that is has the authority to
            perform its obligations under this Affidavit of Lost Note.

Executed this ____ day, of ___________ ______.

                                          SELLER


                                          By: __________________________________
                                          Name:
                                          Title:

            On this _____ day of ________, _____, before me appeared
_________________ to me personally known, who being duly sworn did say that he
is the _____________________ of ____________________ a ______________
corporation and that said Affidavit of Lost Note was signed and sealed on behalf
of such corporation and said acknowledged this instrument to be the free act and
deed of said corporation.

                                          Signature:

                                          [Seal]


                                       H-2



                                   EXHIBIT I-1

                          FORM OF ANNUAL CERTIFICATION

            Re:   The Pooling and Servicing Agreement dated October 1, 2006 (the
                  "Agreement") by and among Stanwich Asset Acceptance Company,
                  L.L.C. as depositor (the "Depositor"), Fremont Investment &
                  Loan, as servicer (the "Servicer") and Wells Fargo Bank, N.A.
                  as trustee (the "Trustee");

      I, ________________________________, the _______________________ of
Fremont Investment & Loan, certify to the Depositor, and its officers, with the
knowledge and intent that they will rely upon this certification, that:

            (1)   I have reviewed the servicer compliance statement of the
      Servicer provided in accordance with Item 1123 of Regulation AB (the
      "Compliance Statement"), the report on assessment of the Servicer's
      compliance with the applicable servicing criteria set forth in Item
      1122(d) of Regulation AB (the "Servicing Criteria"), provided in
      accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
      1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the
      "Servicing Assessment"), the registered public accounting firm's
      attestation report provided in accordance with Rules 13a-18 and 15d-18
      under the Exchange Act and Section 1122(b) of Regulation AB (the
      "Attestation Report"), and all servicing reports, officer's certificates
      and other information relating to the servicing of the Mortgage Loans by
      the Servicer during 200[ ] that were delivered by the Servicer to the
      Depositor and the Trustee pursuant to the Agreement (collectively, the
      "Servicer Servicing Information");

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

            (3)   Based on my knowledge, all of the Servicer Servicing
      Information required to be provided by the Servicer under the Agreement
      has been provided to the Depositor and the Trustee;

            (4)   I am responsible for reviewing the activities performed by the
      Servicer as servicer under the Agreement, and based on my knowledge and
      the compliance review conducted in preparing the Compliance Statement and
      except as disclosed in the Compliance Statement, the Servicing Assessment
      or the Attestation Report, the Servicer has fulfilled its obligations
      under the Agreement in all material respects; and

            (5)   The Compliance Statement required to be delivered by the
      Servicer pursuant to this Agreement, and the Servicing Assessment and
      Attestation Report required to be provided by the Servicer and by each
      Subcontractor pursuant to the Agreement, have been provided to the
      Depositor and the Trustee. Any material instances


                                      I-1-1



      of noncompliance described in such reports have been disclosed to the
      Depositor and the Trustee. Any material instance of noncompliance with the
      Servicing Criteria has been disclosed in such reports.


                                          Date: _________________________


                                          FREMONT INVESTMENT & LOAN


                                          By: __________________________________
                                          Name:
                                          Title:
                                          Date:


                                      I-1-2



                                   EXHIBIT I-2

                           FORM OF CERTIFICATION TO BE
                       PROVIDED TO SERVICER BY THE TRUSTEE

            Re:   Carrington Mortgage Loan Trust, Series 2006-FRE2 Asset-Backed
                  Pass-Through Certificates

            I, [identify the certifying individual], a [title] of Wells Fargo
Bank, N.A., as Trustee of the Trust, hereby certify to Fremont Investment & Loan
(the "Servicer"), and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification, that:

            1.    The Trustee has performed all of the duties specifically
required to be performed by it pursuant to the provisions of the Pooling and
Servicing Agreement dated October 1, 2006 (the "Agreement") by and among
Stanwich Asset Acceptance Company, L.L.C. as depositor (the "Depositor"),
Fremont Investment & Loan, as servicer (the "Servicer") and Wells Fargo Bank,
N.A. as trustee (the "Trustee");

            2.    Based on my knowledge, the information in the distribution
reports prepared by the Trustee, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading as of the last day of the period covered by that
annual report; and

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

            Capitalized terms used but not defined herein have the meanings
ascribed to them in the Agreement.


                                          WELLS FARGO BANK, N.A., as Trustee


                                          By: __________________________________
                                          Name:
                                          Title:
                                          Date:


                                      I-2-1



                                    EXHIBIT J

     FORM OF SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      The assessment of compliance to be delivered by [Fremont Investment &
Loan. (the "Servicer")/Wells Fargo Bank, N.A. (the "Trustee")], shall address,
at a minimum, the criteria identified as below as "Applicable Servicing
Criteria":



--------------------------------------------------------------------------------------------------------
                                                                                    APPLICABLE SERVICING
                               SERVICING CRITERIA                                         CRITERIA
--------------------------------------------------------------------------------------------------------
   REFERENCE                                  CRITERIA
--------------------------------------------------------------------------------------------------------

                                  GENERAL SERVICING CONSIDERATIONS
--------------------------------------------------------------------------------------------------------

                     Policies and procedures are instituted to monitor any
                     performance or other triggers and events of default in              Servicer,
1122(d)(1)(i)        accordance with the transaction agreements.                          Trustee
--------------------------------------------------------------------------------------------------------
                     If any material servicing activities are outsourced to
                     third parties, policies and procedures are instituted to
                     monitor the third party's performance and compliance with           Servicer,
1122(d)(1)(ii)       such servicing activities.                                           Trustee
--------------------------------------------------------------------------------------------------------
                     Any requirements in the transaction agreements to maintain           Servicer
1122(d)(1)(iii)      a back-up servicer for the pool assets are maintained.
--------------------------------------------------------------------------------------------------------
                     A fidelity bond and errors and omissions policy is in
                     effect on the party participating in the servicing function
                     throughout the reporting period in the amount of coverage            Servicer
                     required by and otherwise in accordance with the terms of
1122(d)(1)(iv)       the transaction agreements.
--------------------------------------------------------------------------------------------------------

                                 CASH COLLECTION AND ADMINISTRATION
--------------------------------------------------------------------------------------------------------
                     Payments on pool assets are deposited into the appropriate
                     custodial bank accounts and related bank clearing accounts          Servicer,
                     no more than two business days following receipt, or such            Trustee
                     other number of days specified in the transaction
1122(d)(2)(i)        agreements.
--------------------------------------------------------------------------------------------------------
                     Disbursements made via wire transfer on behalf of an
                     obligor or to an investor are made only by authorized               Servicer,
1122(d)(2)(ii)       personnel.                                                           Trustee
--------------------------------------------------------------------------------------------------------
                     Advances of funds or guarantees regarding collections, cash
                     flows or distributions, and any interest or other fees
                     charged for such advances, are made, reviewed and approved          Servicer,
1122(d)(2)(iii)      as specified in the transaction agreements.                          Trustee
--------------------------------------------------------------------------------------------------------
                     The related accounts for the transaction, such as cash
                     reserve accounts or accounts established as a form of
                     overcollateralization, are separately maintained (e.g.,              Trustee
                     with respect to commingling of cash) as set forth in the
1122(d)(2)(iv)       transaction agreements.
--------------------------------------------------------------------------------------------------------
                     Each custodial account is maintained at a federally insured
                     depository institution as set forth in the transaction
                     agreements. For purposes of this criterion, "federally              Servicer,
                     insured depository institution" with respect to a foreign            Trustee
                     financial institution means a foreign financial institution
                     that meets the requirements of Rule 13k-1(b)(1) of the
1122(d)(2)(v)        Securities Exchange Act.
--------------------------------------------------------------------------------------------------------
                     Unissued checks are safeguarded so as to prevent                    Servicer,
1122(d)(2)(vi)       unauthorized access.                                                 Trustee
--------------------------------------------------------------------------------------------------------
                     Reconciliations are prepared on a monthly basis for all
                     asset-backed securities related bank accounts, including
                     custodial accounts and related bank clearing accounts.
                     These reconciliations are (A) mathematically accurate; (B)
                     prepared within 30 calendar days after the bank statement           Servicer,
                     cutoff date, or such other number of days specified in the           Trustee
                     transaction agreements; (C) reviewed and approved by
                     someone other than the person who prepared the
                     reconciliation; and (D) contain explanations for
                     reconciling items. These reconciling items are resolved
                     within 90 calendar days of their original identification,
                     or such other number of days specified in the transaction
1122(d)(2)(vii)      agreements.
--------------------------------------------------------------------------------------------------------



                                       J-1





--------------------------------------------------------------------------------------------------------
                                                                                    APPLICABLE SERVICING
                               SERVICING CRITERIA                                         CRITERIA
--------------------------------------------------------------------------------------------------------
   REFERENCE                                  CRITERIA
--------------------------------------------------------------------------------------------------------

                                 INVESTOR REMITTANCES AND REPORTING
--------------------------------------------------------------------------------------------------------

                     Reports to investors, including those to be filed with the
                     Commission, are maintained in accordance with the
                     transaction agreements and applicable Commission
                     requirements. Specifically, such reports (A) are prepared
                     in accordance with timeframes and other terms set forth in           Trustee
                     the transaction agreements; (B) provide information
                     calculated in accordance with the terms specified in the
                     transaction agreements; (C) are filed with the Commission
                     as required by its rules and regulations; and (D) agree
                     with investors' or the trustee's records as to the total
                     unpaid principal balance and number of pool assets serviced
1122(d)(3)(i)        by the servicer.
--------------------------------------------------------------------------------------------------------
                     Amounts due to investors are allocated and remitted in
                     accordance with timeframes, distribution priority and other          Trustee
1122(d)(3)(ii)       terms set forth in the transaction agreements.
--------------------------------------------------------------------------------------------------------
                     Disbursements made to an investor are posted within two
                     business days to the servicer's investor records, or such
                     other number of days specified in the transaction                    Trustee
1122(d)(3)(iii)      agreements.
--------------------------------------------------------------------------------------------------------
                     Amounts remitted to investors per the investor reports
                     agree with cancelled checks, or other form of payment, or            Trustee
1122(d)(3)(iv)       custodial bank statements.
--------------------------------------------------------------------------------------------------------

                                      POOL ASSET ADMINISTRATION
--------------------------------------------------------------------------------------------------------
                     Collateral or security on pool assets is maintained as
                     required by the transaction agreements or related asset
1122(d)(4)(i)        pool documents.
--------------------------------------------------------------------------------------------------------
                     Pool assets and related documents are safeguarded as
1122(d)(4)(ii)       required by the transaction agreements
--------------------------------------------------------------------------------------------------------
                     Any additions, removals or substitutions to the asset pool
                     are made, reviewed and approved in accordance with any               Servicer
1122(d)(4)(iii)      conditions or requirements in the transaction agreements.
--------------------------------------------------------------------------------------------------------
                     Payments on pool assets, including any payoffs, made in
                     accordance with the related pool asset documents are posted
                     to the servicer's obligor records maintained no more than
                     two business days after receipt, or such other number of             Servicer
                     days specified in the transaction agreements, and allocated
                     to principal, interest or other items (e.g., escrow) in
1122(d)(4)(iv)       accordance with the related pool asset documents.
--------------------------------------------------------------------------------------------------------
                     The servicer's records regarding the pool assets agree with
                     the servicer's records with respect to an obligor's unpaid           Servicer
1122(d)(4)(v)        principal balance.
--------------------------------------------------------------------------------------------------------
                     Changes with respect to the terms or status of an obligor's
                     pool asset (e.g., loan modifications or re-agings) are
                     made, reviewed and approved by authorized personnel in               Servicer
                     accordance with the transaction agreements and related pool
1122(d)(4)(vi)       asset documents.
--------------------------------------------------------------------------------------------------------
                     Loss mitigation or recovery actions (e.g., forbearance
                     plans, modifications and deeds in lieu of foreclosure,
                     foreclosures and repossessions, as applicable) are                   Servicer
                     initiated, conducted and concluded in accordance with the
                     timeframes or other requirements established by the
1122(d)(4)(vii)      transaction agreements.
--------------------------------------------------------------------------------------------------------
                     Records documenting collection efforts are maintained
                     during the period a pool asset is delinquent in accordance
                     with the transaction agreements. Such records are
                     maintained on at least a monthly basis, or such other
                     period specified in the transaction agreements, and                  Servicer
                     describe the entity's activities in monitoring delinquent
                     pool assets including, for example, phone calls, letters
                     and payment rescheduling plans in cases where delinquency
1122(d)(4)(viii)     is deemed temporary (e.g., illness or unemployment).
--------------------------------------------------------------------------------------------------------
                     Adjustments to interest rates or rates of return for pool
                     assets with variable rates are computed based on the                 Servicer
1122(d)(4)(ix)       related pool asset documents.
--------------------------------------------------------------------------------------------------------



                                       J-2





--------------------------------------------------------------------------------------------------------
                                                                                    APPLICABLE SERVICING
                               SERVICING CRITERIA                                         CRITERIA
--------------------------------------------------------------------------------------------------------
   REFERENCE                                  CRITERIA
--------------------------------------------------------------------------------------------------------

                     Regarding any funds held in trust for an obligor (such as
                     escrow accounts): (A) such funds are analyzed, in
                     accordance with the obligor's pool asset documents, on at
                     least an annual basis, or such other period specified in
                     the transaction agreements; (B) interest on such funds is            Servicer
                     paid, or credited, to obligors in accordance with
                     applicable pool asset documents and state laws; and (C)
                     such funds are returned to the obligor within 30 calendar
                     days of full repayment of the related pool asset, or such
                     other number of days specified in the transaction
1122(d)(4)(x)        agreements.
--------------------------------------------------------------------------------------------------------
                     Payments made on behalf of an obligor (such as tax or
                     insurance payments) are made on or before the related
                     penalty or expiration dates, as indicated on the
                     appropriate bills or notices for such payments, provided             Servicer
                     that such support has been received by the servicer at
                     least 30 calendar days prior to these dates, or such other
1122(d)(4)(xi)       number of days specified in the transaction agreements.
--------------------------------------------------------------------------------------------------------
                     Any late payment penalties in connection with any payment
                     to be made on behalf of an obligor are paid from the
                     servicer's funds and not charged to the obligor, unless the          Servicer
1122(d)(4)(xii)      late payment was due to the obligor's error or omission.
--------------------------------------------------------------------------------------------------------
                     Disbursements made on behalf of an obligor are posted
                     within two business days to the obligor's records
                     maintained by the servicer, or such other number of days             Servicer
1122(d)(4)(xiii)     specified in the transaction agreements.
--------------------------------------------------------------------------------------------------------
                     Delinquencies, charge-offs and uncollectible accounts are
                     recognized and recorded in accordance with the transaction          Servicer,
1122(d)(4)(xiv)      agreements.                                                          Trustee
--------------------------------------------------------------------------------------------------------
                     Any external enhancement or other support, identified in
                     Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,           Trustee
1122(d)(4)(xv)       is maintained as set forth in the transaction agreements.
--------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                                            [FREMONT INVESTMENT & LOAN, as
                                            Servicer/ WELLS FARGO BANK, N.A., as
                                            Trustee]
--------------------------------------------------------------------------------
Date:_________________                      By:________________________
                                            Name:
                                            Title:
--------------------------------------------------------------------------------


                                       J-3



                                   EXHIBIT K-1

                             FORM OF SWAP AGREEMENT
                            (Available Upon Request)


                                       K-1



                                   EXHIBIT K-2

                        SCHEDULE OF SWAP NOTIONAL BALANCE


                                       K-2



                                    EXHIBIT L

                    FORM OF REPORT PURSUANT TO SECTION 13.01

DATA TO BE PROVIDED TO CLASS CE CERTIFICATE HOLDER:

Loan Number:
Original Loan Amount:
Current Loan Amount:
Original Appraisal Value:
Original LTV:
Current Interest Rate:
First Payment Date:
Last Payment Date:
Current P&I Payment Amount:
Origination Date:
Loan Term:
Product Type (adjustable rate or fixed rate):
Property Type:
Street Address:
Zip Code:
State:
Delinquency Status:
Foreclosure Flag:
Bankruptcy Flag:
Payment Plan Flag (forbearance):
MI Certificate Number:
Foreclosure Start Date (Referral Date):
Foreclosure Actual Sale Date:
NOD Date:
REO List Date:
REO List Price:
Occupancy Status:
Eviction Status:
REO Net Sales Proceeds:
REO Sales Price:
Current Market Value:
Prepayment Flag:
Prepayment Expiration Date:
Prepayment Charges Collected:
Prepayment Premium Waived:
Prepayment Calculation:
Senior Lien Position:
Senior Lien Holder:
Senior Lien Balance:
Estimated Senior Lien Foreclosure Sale Date:
Senior Lien in Foreclosure - Flag:


                                       L-1



                                   Schedule 1

                             MORTGAGE LOAN SCHEDULE

                                [FILED BY PAPER]


                                  Schedule 1-1



                                   Schedule 2

                         SCHEDULE OF PREPAYMENT CHARGES

                            (Available Upon Request)


                                  Schedule 2-1



                                   Schedule 3

              PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

      The Depositor hereby represents, warrants, and covenants as follows on the
Closing Date and on each Distribution Date thereafter:

   General

            1.    This Agreement creates a valid and continuing security
interest (as defined in the applicable Uniform Commercial Code ("UCC")) in the
Mortgage Loans in favor of the Trustee which security interest is prior to all
other liens, and is enforceable as such as against creditors of and purchasers
from the Depositor.

            2.    The Mortgage Loans constitute "general intangibles" or
"instruments" within the meaning of the applicable UCC.

            3.    The Custodial Account and all subaccounts thereof constitute
either a deposit account or a securities account.

            4.    To the extent that payments and collections received or made
with respect to the Mortgage Loans constitute securities entitlements, such
payments and collections have been and will have been credited to the Custodial
Account. The securities intermediary for the Custodial Account has agreed to
treat all assets credited to the Custodial Account as "financial assets" within
the meaning of the applicable UCC.

   Creation

            5.    The Depositor owns and has good and marketable title to the
Mortgage Loans free and clear of any lien, claim or encumbrance of any Person,
excepting only liens for taxes, assessments or similar governmental charges or
levies incurred in the ordinary course of business that are not yet due and
payable or as to which any applicable grace period shall not have expired, or
that are being contested in good faith by proper proceedings and for which
adequate reserves have been established, but only so long as foreclosure with
respect to such a lien is not imminent and the use and value of the property to
which the lien attaches is not impaired during the pendency of such proceeding.

            6.    The Depositor has received all consents and approvals to the
transfer of the Mortgage Loans hereunder to the Trustee required by the terms of
the Mortgage Loans that constitute instruments.

            7.    To the extent the Custodial Account or subaccounts thereof
constitute securities entitlements, certificated securities or uncertificated
securities, the Depositor has received all consents and approvals required to
transfer to the Trustee its interest and rights in the Custodial Account
hereunder.

   Perfection

            8.    The Depositor has caused or will have caused, within ten days
after the effective date of this Agreement, the filing of all appropriate
financing statements in the proper


                                  Schedule 3-1



filing office in the appropriate jurisdictions under applicable law in order to
perfect the transfer of the Mortgage Loans from the Depositor to the Trustee and
the security interest in the Mortgage Loans granted to the Trustee hereunder.

            9.    With respect to the Custodial Account and all subaccounts that
constitute deposit accounts, either:

            (i)   the Depositor has delivered to the Trustee a fully-executed
      agreement pursuant to which the bank maintaining the deposit accounts has
      agreed to comply with all instructions originated by the Trustee directing
      disposition of the funds in the Custodial Account without further consent
      by the Depositor; or

            (ii)  the Depositor has taken all steps necessary to cause the
      Trustee to become the account holder of the Custodial Account.

            10.   With respect to the Custodial Account or subaccounts thereof
that constitute securities accounts or securities entitlements, the Depositor
has caused or will have caused, within ten days after the effective date of this
Agreement, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to
perfect the security interest in the Custodial Account granted by the Depositor
to the Trustee.

   Priority

            11.   Other than the transfer of the Mortgage Loans to the Trustee
pursuant to this Agreement, the Depositor has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Mortgage Loans.
The Depositor has not authorized the filing of, or is not aware of any financing
statements against the Depositor that include a description of collateral
covering the Mortgage Loans other than any financing statement relating to the
security interest granted to the Trustee hereunder or that has been terminated.

            12.   The Depositor is not aware of any judgment, ERISA or tax lien
filings against the Depositor.

            13.   The Trustee has in its possession all original copies of the
Mortgage Notes that constitute or evidence the Mortgage Loans. To the
Depositor's knowledge, none of the instruments that constitute or evidence the
Mortgage Loans has any marks or notations indicating that they have been
pledged, assigned or otherwise conveyed to any Person other than the Trustee or
its designee. All financing statements filed or to be filed against the
Depositor in favor of the Trustee in connection herewith describing the Mortgage
Loans contain a statement to the following effect: "A purchase of or security
interest in any collateral described in this financing statement will violate
the rights of the Trustee."

            14.   Neither the Custodial Account nor any subaccount thereof is in
the name of any person other than the Depositor or the Trustee or in the name of
its nominee. The Depositor has not consented for the securities intermediary of
the Custodial Account to comply with entitlement orders of any person other than
the Trustee or its designee.


                                  Schedule 3-2



            15.   Survival of Perfection Representations. Notwithstanding any
other provision of this Agreement or any other transaction document, the
Perfection Representations contained in this Schedule shall be continuing, and
remain in full force and effect (notwithstanding any replacement of the Servicer
or termination of the Servicer's rights to act as such) until such time as all
obligations under this Agreement have been finally and fully paid and performed.

            16.   No Waiver. The parties to this Agreement (i) shall not,
without obtaining a confirmation of the then-current rating of the Certificates
waive any of the Perfection Representations, and (ii) shall provide the Rating
Agencies with prompt written notice of any breach of the Perfection
Representations, and shall not, without obtaining a confirmation of the
then-current rating of the Certificates (as determined after any adjustment or
withdrawal of the ratings following notice of such breach) waive a breach of any
of the Perfection Representations.

            17.   Depositor to Maintain Perfection and Priority. The Depositor
covenants that, in order to evidence the interests of the Depositor and the
Trustee under this Agreement, the Depositor shall take such action, or execute
and deliver such instruments (other than effecting a Filing (as defined below),
unless such Filing is effected in accordance with this paragraph) as may be
necessary or advisable (including, without limitation, such actions as are
requested by the Trustee) to maintain and perfect, as a first priority interest,
the Trustee's security interest in the Mortgage Loans. The Depositor shall, from
time to time and within the time limits established by law, prepare and present
to the Purchaser or its designee to authorize (based in reliance on the Opinion
of Counsel hereinafter provided for) the Depositor to file, all financing
statements, amendments, continuations, initial financing statements in lieu of a
continuation statement, terminations, partial terminations, releases or partial
releases, or any other filings necessary or advisable to continue, maintain and
perfect the Trustee's security interest in the Mortgage Loans as a
first-priority interest (each a "Filing"). The Depositor shall present each such
Filing to the Trustee or its designee together with (x) an Opinion of Counsel to
the effect that such Filing is (i) consistent with the grant of the security
interest to the Trustee pursuant to Section 11.09 of this Agreement, (ii)
satisfies all requirements and conditions to such Filing in this Agreement and
(iii) satisfies the requirements for a Filing of such type under the Uniform
Commercial Code in the applicable jurisdiction (or if the Uniform Commercial
Code does not apply, the applicable statute governing the perfection of security
interests), and (y) a form of authorization for the Trustee's signature. Upon
receipt of such Opinion of Counsel and form of authorization, the Trustee shall
promptly authorize in writing the Depositor to, and the Depositor shall, effect
such Filing under the UCC without the signature of the Depositor or the Trustee
where allowed by applicable law. Notwithstanding anything else in the
transaction documents to the contrary, the Depositor shall not have any
authority to effect a Filing without obtaining written authorization from the
Trustee or its designee.


                                  Schedule 3-3



                                   Schedule 4

                       STANDARD FILE LAYOUT DATA ELEMENTS



---------------------------------------------------------------------------------------------------------------
    COLUMN NAME                  DESCRIPTION                 DECIMAL   COMMENT                     MAX SIZE
---------------------------------------------------------------------------------------------------------------

LOAN_NBR                         A unique identifier                   Text up to 10 digits           10
                                 assigned to each loan by
                                 the originator.
---------------------------------------------------------------------------------------------------------------
SER_INVESTOR_NBR                 A value assigned by the               Text up to 10 digits           20
                                 Servicer to define a
                                 group of loans.
---------------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR                A unique number assigned              Text up to 10 digits           10
                                 to a loan by the
                                 Servicer.  This may be
                                 different than the
                                 LOAN_NBR.
---------------------------------------------------------------------------------------------------------------
BORR_NEXT _PAY_DUE_DATE          The date at the end of                MM/DD/YYYY                     10
                                 processing cycle that the
                                 Borrower's next payment
                                 is due to the Servicer,
                                 as reported by Servicer.
---------------------------------------------------------------------------------------------------------------
NOTE_INT_RATE                    The loan interest rate as      4      Max length of 6                6
                                 reported by the Servicer.
---------------------------------------------------------------------------------------------------------------
ACTL_END _PRIN_BAL               The Borrower's actual          2      No commas(,) or dollar         11
                                 principal balance at the              signs ($)
                                 end of the processing
                                 cycle.
---------------------------------------------------------------------------------------------------------------
SCHED_END_PRIN_BAL               The scheduled principal        2      No commas(,) or dollar         11
                                 balance due to the                    signs ($)
                                 investors at the end of a
                                 processing cycle.
---------------------------------------------------------------------------------------------------------------
ACTL_BEG _PRIN_BAL               The Borrower's actual          2      No commas(,) or dollar         11
                                 principal balance at the              signs ($)
                                 beginning of the
                                 processing cycle.
---------------------------------------------------------------------------------------------------------------
SCHED_BEG_PRIN_BAL               The scheduled outstanding      2      No commas(,) or dollar         11
                                 principal amount due at               signs ($)
                                 the beginning of the
                                 cycle date to be passed
                                 through to the investors.
---------------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT                    The scheduled monthly          2      No commas(,) or dollar         11
                                 principal and scheduled               signs ($)
                                 interest payment that a
                                 Borrower is expected to
                                 pay; P&I constant.
---------------------------------------------------------------------------------------------------------------
SCHED_PRIN_ AMT                  The scheduled principal        2      No commas(,) or dollar         11
                                 amount as reported by the             signs ($)
                                 Servicer for the current
                                 cycle.
---------------------------------------------------------------------------------------------------------------
SERV_CURT _AMT_1                 The first curtailment          2      No commas(,) or dollar         11
                                 amount to be applied.                 signs ($)
---------------------------------------------------------------------------------------------------------------
SERV_CURT _AMT_2                 The second curtailment         2      No commas(,) or dollar         11
                                 amount to be applied.                 signs ($)
---------------------------------------------------------------------------------------------------------------
SERV_CURT _AMT_3                 The third curtailment          2      No commas(,) or dollar         11
                                 amount to be applied.                 signs ($)
---------------------------------------------------------------------------------------------------------------
ACTION_CODE                      The standard FNMA numeric             Action Code Key:               2
                                 code used to indicate the             15=Bankruptcy,
                                 default/delinquent status             30=Foreclosure,
                                 of a particular loan.                 70=REO, 60=PIF, 63=
                                                                       Substitution,
                                                                       65=Repurchase;
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
PIF_AMT                          The loan "paid in full"        2      No commas(,) or dollar         11
                                 amount as reported by the             signs ($)
                                 Servicer.
---------------------------------------------------------------------------------------------------------------
PIF_DATE                         The paid in full date as              MM/DD/YYYY                     10
                                 reported by the Servicer.
---------------------------------------------------------------------------------------------------------------
SCHED_GROSS_INTEREST_AMT         The amount of interest         2      No commas(,) or dollar         11
                                 due on the outstanding                signs ($)
                                 scheduled principal
                                 balance in the current
                                 cycle.
---------------------------------------------------------------------------------------------------------------
LOAN_FEE_AMT                     The monthly loan fee           2      No commas(,) or dollar         11
                                 amount expressed in                   signs ($)
                                 dollars and cents.
---------------------------------------------------------------------------------------------------------------



                                  Schedule 4-1




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

SERV_FEE_RATE                    The Servicer's fee rate        4      Max length of 6                6
                                 for a loan as reported by
                                 the Servicer.
---------------------------------------------------------------------------------------------------------------
CR_LOSS_AMT                      The amount of loss that        2      No commas(,) or dollar         11
                                 is classified as a credit.            signs ($)
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
FRAUD_LOSS_AMT                   The amount of loss that        2      No commas(,) or dollar         11
                                 is attributable to a                  signs ($)
                                 fraud claim.
---------------------------------------------------------------------------------------------------------------
BANKRUPTCY_LOSS_AMT              The amount of loss due to      2      No commas(,) or dollar         11
                                 bankruptcy.                           signs ($)
---------------------------------------------------------------------------------------------------------------
SPH_LOSS_AMT                     The amount of loss that        2      No commas(,) or dollar         11
                                 is classified as a                    signs ($)
                                 special hazard.
---------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ AMT              The penalty amount             2      No commas(,) or dollar         11
                                 received when a Borrower              signs ($)
                                 prepays on his loan as
                                 reported by the Servicer.
---------------------------------------------------------------------------------------------------------------
PREPAY_PENALTY_ WAIVED           The prepayment penalty         2      No commas(,) or dollar         11
                                 amount for the loan                   signs ($)
                                 waived by the Servicer.
---------------------------------------------------------------------------------------------------------------
MOD_DATE                         The effective payment                 MM/DD/YYYY                     10
                                 date of the modification
                                 for the loan.
---------------------------------------------------------------------------------------------------------------
MOD_TYPE                         The modification type.                Varchar - value can be         30
                                                                       alpha or numeric
---------------------------------------------------------------------------------------------------------------
DELINQ_P&I_ADVANCE_AMT           The current outstanding        2      No commas(,) or dollar         11
                                 principal and interest                signs ($)
                                 advances made by the
                                 Servicer.
---------------------------------------------------------------------------------------------------------------



                                  Schedule 4-2