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Prospectus Supplement dated February 15, 2006 (For use with Prospectus dated April 15, 2005)

$1,546,401,000 (Approximate)

Argent Securities Trust 2006-W2

Issuing Entity

Asset-Backed Pass-Through Certificates,

Series 2006-W2Argent Securities Inc.

Depositor

Ameriquest Mortgage CompanySeller, Sponsor and Master Servicer

You should consider carefully the risk factors beginning on page S-12 in this prospectus supplement and page

1 in the prospectus.

The certificates will represent interests in the issuing entity, the assets of which consist primarily of a pool of one- tofour-family adjustable-rate and fixed-rate, first lien and second lien residential mortgage loans. The certificates willnot represent ownership interests in or obligations of any other entity.

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

The Class A and Mezzanine Certificates

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

will receive monthly distributions commencing in March 2006;

will have credit enhancement in the form of excess interest, subordination and overcollateralization; and

will have the benefit of an interest rate swap agreement.

Class(1)

OriginalCertificate

Principal

Balance(2)

Price to

Public

Underwriting

Discount

Proceeds to

the

Depositor(3) Class(1)

OriginalCertificate

Principal

Balance(2)

Price to

Public

Underwriting

Discount

Proceeds to

the

Depositor(3)

Class A-1 ..... $725,306,000 100.00000% 0.12000% 99.88000% Class M-4 ..... $ 28,000,000 100.00000% 0.25000% 99.75000%Class A-2A .. $237,774,000 100.00000% 0.25000% 99.75000% Class M-5 ..... $ 26,400,000 100.00000% 0.25000% 99.75000%Class A-2B... $261,635,000 100.00000% 0.25000% 99.75000% Class M-6 ..... $ 24,800,000 100.00000% 0.25000% 99.75000%Class A-2C... $ 31,286,000 100.00000% 0.25000% 99.75000% Class M-7 ..... $ 24,000,000 100.00000% 0.25000% 99.75000%Class M-1..... $ 71,200,000 100.00000% 0.25000% 99.75000% Class M-8 ..... $ 20,000,000 100.00000% 0.25000% 99.75000%Class M-2..... $ 50,400,000 100.00000% 0.25000% 99.75000% Class M-9 ..... $ 14,400,000 99.22178% 0.25000% 98.97178%Class M-3..... $ 31,200,000 100.00000% 0.25000% 99.75000%

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

this prospectus supplement.(2) Approximate.(3) Before deducting expenses payable by the Depositor estimated to be approximately $800,000 .

Neither the Securities and Exchange Commission nor any state securities commission has approved or

disapproved of the Offered Certificates or determined that this prospectus supplement or the prospectus is

truthful or complete. Any representation to the contrary is a criminal offense. The Attorney General of the

State of New York has not passed on or endorsed the merits of this offering. Any representation to the

contrary is unlawful.

Barclays Capital Deutsche Bank Securities

BNP PARIBAS JPMorgan UBS Investment Bank

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

Prospectus

You should rely only on the information contained in this document. We have not authorized anyone to

provide you with different information. You should not assume that the information in this prospectus

supplement or the prospectus is accurate as of any date other than the date on the front of this document.

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

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

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

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

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Table of Contents

Prospectus Supplement

SUMMARY OF PROSPECTUS SUPPLEMENT....................................................................................................S-4

RISK FACTORS..................................................................................................................................................... S-12USE OF PROCEEDS .............................................................................................................................................. S-24AFFILIATIONS, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ....................................... S-24THE MORTGAGE POOL ......................................................................................................................................S-24THE ISSUING ENTITY.........................................................................................................................................S-28THE DEPOSITOR ..................................................................................................................................................S-28THE ORIGINATOR................................................................................................................................................S-28THE SELLER, SPONSOR AND MASTER SERVICER.......................................................................................S-33THE TRUSTEE....................................................................................................................................................... S-38THE INTEREST RATE SWAP PROVIDER.........................................................................................................S-39YIELD ON THE CERTIFICATES.........................................................................................................................S-39DESCRIPTION OF THE CERTIFICATES............................................................................................................S-59POOLING AND SERVICING AGREEMENT ......................................................................................................S-82FEDERAL INCOME TAX CONSEQUENCES.....................................................................................................S-90METHOD OF DISTRIBUTION............................................................................................................................. S-93SECONDARY MARKET.......................................................................................................................................S-94LEGAL OPINIONS ................................................................................................................................................S-95RATINGS................................................................................................................................................................S-95LEGAL INVESTMENT.......................................................................................................................................... S-96ERISA CONSIDERATIONS..................................................................................................................................S-96ANNEX I GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES............ I-1ANNEX II ASSUMED MORTGAGE LOAN CHARACTERISTICS....................................................................II-1ANNEX III COLLATERAL STATISTICS........................................................................................................... III-1ANNEX IV INTEREST RATE SWAP SCHEDULE............................................................................................ IV-1

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SUMMARY OF PROSPECTUS SUPPLEMENT

The following summary is a brief description of key aspects of the certificates offered by this

prospectus supplement and does not contain all of the information that you should consider in making your

investment decision. To understand all of the terms of the Class A and Mezzanine Certificates, read carefully

this entire prospectus supplement and the entire accompanying prospectus. Annex I, II, III and IV are

incorporated as a part of this prospectus supplement. Capitalized terms used but not defined in thisprospectus supplement have the meanings assigned to them in the prospectus. A glossary is included at the

end of the prospectus.

Issuing Entity........................... Argent Securities Trust 2006-W2.

Title of Series .......................... Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-W2.

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

Closing Date ............................ On or about February 27, 2006.

Depositor ................................. Argent Securities Inc. (the Depositor), a direct wholly-owned subsidiary ofArgent Mortgage Company, L.L.C. The Depositor will deposit the mortgageloans into the trust. See The Depositor in the prospectus.

Originator ................................ Argent Mortgage Company, L.L.C. See The Mortgage PoolUnderwritingStandards of the Originator in this prospectus supplement.

Seller, Sponsor andMaster Servicer........................ Ameriquest Mortgage Company (the Seller or Master Servicer, as

applicable), a Delaware corporation. See The Seller, Sponsor and MasterServicer in this prospectus supplement.

Trustee and Custodian ............. Deutsche Bank National Trust Company (the Trustee), a national bankingassociation, will be the Trustee of the trust, will perform administrative

functions with respect to the certificates and will act as the custodian, initialpaying agent and certificate registrar. See The Trustee in this prospectussupplement.

NIMS Insurer........................... One or more insurance companies (together, the NIMS Insurer) may issue afinancial guaranty insurance policy covering certain payments to be made on netinterest margin securities to be issued by a separate trust and secured by, amongother things, all or a portion of the Class CE, Class P and/or ResidualCertificates.

Distribution Dates.................... Distributions on the Certificates will be made on the 25th day of each month, or,if such day is not a business day, on the next succeeding business day, beginningin March 2006 (each, a Distribution Date).

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

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RatingsClass

Initial Certificate

Principal Balance(1)

Pass-Through

Rate

Margin(2)(%) (3)(%) Fitch Moodys S&P

Offered Certificates

A-1 ....................... $ 725,306,000 Variable(4) 0.190 0.380 AAA Aaa AAA

A-2A .................... $ 237,774,000 Variable(4) 0.080 0.160 AAA Aaa AAA

A-2B.....................$ 261,635,000

Variable(4)0.190 0.380

AAA AaaAAAA-2C..................... $ 31,286,000 Variable

(4) 0.290 0.580 AAA Aaa AAAM-1....................... $ 71,200,000 Variable

(4) 0.390 0.585 AA+ Aa1 AA+M-2....................... $ 50,400,000 Variable

(4) 0.410 0.615 AA Aa2 AAM-3....................... $ 31,200,000 Variable

(4) 0.440 0.660 AA Aa3 AA-M-4....................... $ 28,000,000 Variable

(4) 0.560 0.840 A+ A1 A+M-5....................... $ 26,400,000 Variable

(4) 0.590 0.885 A A2 AM-6....................... $ 24,800,000 Variable

(4) 0.690 1.035 A- A3 A-M-7....................... $ 24,000,000 Variable

(4) 1.350 2.025 BBB+ Baa1 BBB+M-8....................... $ 20,000,000 Variable

(4) 1.700 2.550 BBB Baa2 BBBM-9....................... $ 14,400,000 Variable

(4) 2.500 3.750 BBB- Baa3 BBB-

Non-Offered Certificates(6)

M-10..................... $ 16,000,000 Variable(4) 2.500 3.750 BB+ Ba1 BB+

CE ........................ $ 37,600,622(5) N/A N/A N/A N/R N/R N/R

P ........................... $ 100 N/A N/A N/A N/R N/R N/RR........................... N/A N/A N/A N/A N/R N/R N/R

R-X....................... N/A N/A N/A N/A N/R N/R N/R

_______________(1) Approximate, subject to a variance of plus or minus 5%.(2) For the Interest Accrual Period for each Distribution Date on or prior to the Optional Termination Date. (3) For the Interest Accrual Period for each Distribution Date after the Optional Termination Date.(4) The pass-through rate on each class of Class A and Mezzanine Certificates will be based on one-month LIBOR plus the applicable margin

set forth above, subject to the rate caps described in this prospectus supplement.(5) Represents approximately 2.35% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date and is approximately

equal to the initial amount of overcollateralization required to be provided by the mortgage pool under the Pooling and ServicingAgreement.

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

The Issuing Entity

The Depositor will establish a trust relating to theSeries 2006-W2 certificates (the Trust or IssuingEntity) pursuant to a pooling and servicingagreement, dated as of the Cut-off Date (the Poolingand Servicing Agreement), among the Depositor,the Master Servicer and the Trustee. The IssuingEntity will issue eighteen classes of certificates. Thecertificates will represent in the aggregate the entire

beneficial ownership interest in the Trust.Distributions of interest and/or principal on the ClassA and Mezzanine Certificates will be made only from

payments received in connection with the mortgageloans held in the Trust and from amounts depositedinto the Swap Account.

Designations

In this prospectus supplement, the followingdesignations are used to refer to the specified classesof Certificates, all of which, are primarily backed bythe Mortgage Loans held by the Trust.

Class A Certificates

Class A-1, Class A-2A, Class A-2B and Class A-2CCertificates.

Mezzanine Certificates

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

Subordinate Certificates

Mezzanine and Class CE Certificates.

Offered Certificates

Class A and Mezzanine Certificates (other than theClass M-10 Certificates).

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Non-Offered Certificates

Class M-10, Class CE, Class P and ResidualCertificates.

Group I Certificates

Class A-1 Certificates. The Group I Certificates willreceive distributions primarily from amounts receivedfrom the Group I Mortgage Loans. The Group ICertificates may, as further described in this

prospectus supplement, receive distributions fromamounts received from the Group II Mortgage Loans,

but only after distribution of such amounts are madeto the Group II Certificates. See Description of theCertificatesInterest Distributions and PrincipalDistributions in this prospectus supplement.

Group II Certificates

Class A-2A, Class A-2B and Class A-2C Certificates.The Group II Certificates will receive distributions

primarily from amounts received from the Group IIMortgage Loans. The Group II Certificates may, asfurther described in this prospectus supplement,receive distributions from amounts received from theGroup I Mortgage Loans, but only after distributionof such amounts are made to the Group I Certificates.See Description of the CertificatesInterestDistributions and Principal Distributions in this

prospectus supplement.

Residual Certificates

Class R and Class R-X Certificates.

The Mortgage Loans

On the Closing Date, the Issuing Entity will acquire apool of mortgage loans consisting of fixed-rate andadjustable-rate mortgage loans secured by first andsecond liens (the Mortgage Loans).

The Mortgage Loans will have been originated by theOriginator.

For purposes of calculating interest and principaldistributions on the certificates, the Mortgage Loanswill be divided into two loan groups, designated asthe Group I Mortgage Loans and the Group IIMortgage Loans. The Group I Mortgage Loans willconsist of adjustable-rate and fixed-rate mortgageloans with principal balances at origination thatconform to Freddie Mac loan limits. The Group IIMortgage Loans will consist of adjustable-rate andfixed-rate mortgage loans with principal balances at

origination that may or may not conform to FreddieMac or Fannie Mae loan limits.

References to percentages of the mortgage loans inthis prospectus supplement are based on theMortgage Loans with the aggregate scheduled

principal balance of such mortgage loans as specifiedin the amortization schedule at the Cut-off Date afterapplication of all amounts allocable to unscheduled

payments of principal received prior to the Cut-offDate. In cases where the minimum mortgage rate forany adjustable-rate Mortgage Loan is lower than itsapplicable margin, the applicable margin is used asits minimum mortgage rate. Prior to the issuance ofthe certificates, some of the Mortgage Loans may beremoved from the mortgage pool as a result ofincomplete documentation or otherwise and anyMortgage Loans that prepay or default will beremoved. Other mortgage loans may be included inthe mortgage pool prior to the issuance of the

Certificates. However, the removal and inclusion ofsuch mortgage loans will not alter the aggregate

principal balance of the Mortgage Loans, any statisticpresented on a weighted average basis or any statisticbased on a particular loan group or all of theMortgage Loans by plus or minus 5%, although therange of mortgage rates, maturities or certain othercharacteristics of the Mortgage Loans may vary.

The Mortgage Loans included in Group I (the GroupI Mortgage Loans) have the following approximatecharacteristics as of the Cut-off Date:

Number of Group I Mortgage Loans: 5,490

Aggregate Scheduled Principal Balance: $923,956,433

Group I Mortgage Loans withprepayment charges: 62.49%

Fixed-rate Group I Mortgage Loans: 14.44%

Adjustable-rate Group I MortgageLoans: 85.56%

Interest-only Group I Mortgage Loans: 10.70%

Stepped-rate Group I Mortgage Loans: 9.57%

First lien Group I Mortgage Loans: 99.70%

Second lien Group I Mortgage Loans: 0.30%

Range of current mortgage rates: 5.500% - 12.900%

Weighted average current mortgage rate: 8.244%

Weighted average gross margin of theadjustable-rate Group I Mortgage Loans: 5.995%

Weighted average minimum mortgagerate of the adjustable-rate Group IMortgage Loans: 8.299%

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Weighted average maximum mortgagerate of the adjustable-rate Group IMortgage Loans: 14.299%

Weighted average next adjustment dateof the adjustable-rate Group I MortgageLoans: April 2008

Weighted average remaining term to

maturity: 358 months

Range of principal balances as of theCut-off Date: $20,000 - $616,500

Average principal balance as of the Cut-off Date: $168,298

Range of original loan-to-value ratios: 13.80% - 100.00%

Weighted average original loan-to-valueratio: 81.28%

Geographic concentrations in excess of5%:

CaliforniaFloridaArizonaIllinois

MarylandOhio

New Jersey

15.96%13.27%8.99%7.12%

6.09%5.60%5.29%

The Mortgage Loans included in Group II (theGroup II Mortgage Loans) have the followingapproximate characteristics as of the Cut-off Date:

Number of Group II Mortgage Loans: 2,271

Aggregate Scheduled Principal Balance: $676,045,289

Group II Mortgage Loans withprepayment charges: 67.30%

Fixed-rate Group II Mortgage Loans: 6.94%

Adjustable-rate Group II MortgageLoans: 93.06%

Interest-only Group II Mortgage Loans: 32.89%

Stepped-rate Group II Mortgage Loans: 10.58%

First lien Group II Mortgage Loans: 97.48%

Second lien Group II Mortgage Loans: 2.52%

Range of current mortgage rates: 5.550% - 12.900%

Weighted average current mortgage rate: 8.075%

Weighted average gross margin of theadjustable-rate Group II MortgageLoans: 5.988%

Weighted average minimum mortgagerate of the adjustable-rate Group IIMortgage Loans: 8.004%

Weighted average maximum mortgagerate of the adjustable-rate Group IIMortgage Loans: 14.004%

Weighted average next adjustment date

of the adjustable-rate Group II MortgageLoans: March 2008

Weighted average remaining term tomaturity: 359 months

Range of principal balances as of theCut-off Date: $21,100 - $850,000

Average principal balance as of the Cut-off Date: $297,686

Range of original loan-to-value ratios: 23.97% - 100.00%Weighted average original loan-to-valueratio: 81.96%

Geographic concentrations in excess of5%:

CaliforniaFlorida

New YorkArizona

48.10%15.42%5.62%5.18%

The mortgage rate on each adjustable-rate MortgageLoan will adjust semi-annually on each adjustmentdate to equal the sum of six-month LIBOR and the

related gross margin, subject to periodic and lifetimelimitations. With respect to the adjustable-rateMortgage Loans, the first adjustment date will occuronly after an initial period of two or three years afterorigination.

Approximately 10.70% of the Group I MortgageLoans and approximately 32.89% of the Group IIMortgage Loans, in each case by aggregate scheduled

principal balance of the related loan group as of theCut-off Date, require the mortgagors to makemonthly payments only of accrued interest for thefirst two, three or five years following origination.After such interest only period, the mortgagorsmonthly payment will be recalculated to cover bothinterest and principal so that the Mortgage Loan willamortize fully by its final payment date.

For additional information regarding the MortgageLoans, see The Mortgage Pool in this prospectussupplement and Annex III.

The Certificates

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

The final scheduled Distribution Date for the Class Aand Mezzanine Certificates will be the DistributionDate in March 2036. The final scheduledDistribution Date for the Class A and MezzanineCertificates is one month following the maturity datefor the latest maturing Mortgage Loan. The actualfinal Distribution Date for the Class A Certificatesand Mezzanine Certificates may be earlier or later,

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and could be substantially earlier, than the finalscheduled Distribution Date.

The Offered Certificates will initially be representedby one or more global certificates registered in thename of a nominee of The Depository Trust

Company in minimum denominations of $100,000and integral multiples of $1.00 in excess thereof. SeeDescription of the SecuritiesBook-EntryCertificates in the prospectus.

The Class M-10, Class CE, Class P and ResidualCertificates, which are being issued simultaneouslywith the Offered Certificates, are not offered by this

prospectus supplement. Such certificates may bedelivered to the Seller as partial consideration for theMortgage Loans or alternatively, the Depositor maysell all or a portion of such certificates to one or morethird-party investors in one or more privatetransactions.

Credit Enhancement

The credit enhancement provided for the benefit ofthe holders of the Class A and Mezzanine Certificatesconsists of excess interest, subordination andovercollateralization, each as described below andunder Description of the CertificatesCreditEnhancement and OvercollateralizationProvisions in this prospectus supplement.

Excess Interest. The Mortgage Loans bear interesteach month in an amount that in the aggregate is

expected to exceed the amount needed to distributemonthly interest on the Class A and MezzanineCertificates and to pay certain fees and expenses ofthe Trust (including any Net Swap Payment and anySwap Termination Payment owed to the Interest RateSwap Provider other than termination paymentsresulting from a Swap Provider Trigger Event). Anyexcess interest from the Mortgage Loans each monthwill be available to absorb realized losses on theMortgage Loans and to maintain or restoreovercollateralization at required levels.

Subordination. The rights of the holders of the

Mezzanine Certificates and the Class CE Certificatesto receive distributions will be subordinated, to theextent described in this prospectus supplement, to therights of the holders of the Class A Certificates.

In addition, the rights of the holders of MezzanineCertificates with higher numerical class designationsto receive distributions in respect of the MortgageLoans will be subordinated to the rights of holders of

Mezzanine Certificates with lower numerical classdesignations, and the rights of the holders of theClass CE Certificates to receive distributions inrespect of the Mortgage Loans will be subordinatedto the rights of the holders of the MezzanineCertificates, in each case to the extent describedunder Description of the CertificatesAllocation ofLosses; Subordination in this prospectussupplement.

Subordination is intended to enhance the likelihoodof regular distributions on the more senior certificatesin respect of interest and principal and to afford suchcertificates protection against realized losses on theMortgage Loans.

Overcollateralization. The aggregate principalbalance of the Mortgage Loans as of the Cut-off Dateis expected to exceed the aggregate certificate

principal balance of the Class A, Mezzanine and

Class P Certificates on the Closing Date by anamount equal to the initial amount ofovercollateralization required to be provided by themortgage pool under the Pooling and ServicingAgreement. The amount of overcollateralization will

be available to absorb realized losses on theMortgage Loans. See Description of theCertificatesOvercollateralization Provisions inthis prospectus supplement.

Allocation of Losses. On any Distribution Date,realized losses on the Mortgage Loans will first,reduce the excess interest and second, reduce the

overcollateralization for such Distribution Date. Ifon any Distribution Date, the amount ofovercollateralization is reduced to zero, anyadditional realized losses will be allocated to reducethe certificate principal balance of each class ofMezzanine Certificates in reverse numerical orderuntil the certificate principal balance of each suchclass has been reduced to zero. The Pooling andServicing Agreement does not permit the allocationof realized losses on the Mortgage Loans to the ClassA or Class P Certificates. However, investors in theClass A Certificates should realize that under certainloss scenarios, there may not be enough principal and

interest on the Mortgage Loans to distribute to theClass A Certificates all principal and interest amountsto which such certificates are then entitled. SeeDescription of the CertificatesAllocation ofLosses; Subordination in this prospectussupplement.

Once realized losses are allocated to the MezzanineCertificates, such realized losses will not be

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reinstated (except in the case of subsequentrecoveries) nor will such certificates accrue intereston any allocated realized loss amounts. However, theamount of any realized losses allocated to theMezzanine Certificates may be distributed to theholders of those certificates according to the prioritiesset forth under Description of the CertificatesOvercollateralization Provisions and Description ofthe CertificatesThe Interest Rate Swap Agreementand the Swap Account in this prospectussupplement.

Interest Rate Swap Agreement.

The Trustee, on behalf of the Trust, will enter into aninterest rate swap agreement (the Interest Rate SwapAgreement) with Barclays Bank PLC as swap

provider (the Interest Rate Swap Provider). Underthe Interest Rate Swap Agreement, on eachDistribution Date, the Issuing Entity will be obligated

to make a payment equal to the product of (x) thefixed rate of 5.034%, (y) the Base CalculationAmount for that Distribution Date multiplied by 250and (z) a fraction, the numerator of which is 30 (or,for the first Distribution Date, 28) and thedenominator of which is 360 and the Interest RateSwap Provider will be obligated to make a paymentequal to the product of (x) the floating rate of one-month LIBOR (as determined pursuant to the InterestRate Swap Agreement), (y) the Base CalculationAmount for that Distribution Date multiplied by 250,and (z) a fraction, the numerator of which is theactual number of days elapsed from the previous

Distribution Date to but excluding the currentDistribution Date (or, for the first Distribution Date,28), and the denominator of which is 360. To theextent that the fixed rate payment exceeds thefloating rate payment on any Distribution Date,amounts otherwise available to Certificateholderswill be applied to make a net payment to the InterestRate Swap Provider, and to the extent that thefloating rate payment exceeds the fixed rate paymenton any Distribution Date, the Interest Rate SwapProvider will make a net payment to the Trust (each,a Net Swap Payment) for deposit into a segregatedtrust account established on the Closing Date (the

Swap Account) pursuant to a swap administrationagreement, dated as of the Closing Date (the SwapAdministration Agreement), as more fully describedin this prospectus supplement.

Upon early termination of the Interest Rate SwapAgreement, the Trust or the Interest Rate SwapProvider may be liable to make a termination

payment (the Swap Termination Payment) to the

other party (regardless of which party caused thetermination). The Swap Termination Payment will

be computed in accordance with the procedures setforth in the Interest Rate Swap Agreement. In theevent that the Trust is required to make a SwapTermination Payment, that payment will be paid onthe related Distribution Date, and on any subsequentDistribution Dates until paid in full, generally prior toany distribution to Certificateholders. SeeDescription of the CertificatesThe Interest RateSwap Agreement and the Interest Rate SwapProvider in this prospectus supplement.

Net Swap Payments and Swap Termination Payments(other than Swap Termination Payments resultingfrom a Swap Provider Trigger Event) payable by theIssuing Entity will be deducted from Available Funds

before distributions to Certificateholders and willfirst be deposited into the Swap Account before

payment to the Interest Rate Swap Provider.

Fees and Expenses

Before distributions are made on the Certificates, thefollowing fees and expenses will be payable: (i) theMaster Servicer will be paid a monthly fee (theServicing Fee) equal to one-twelfth of 0.50% (theServicing Fee Rate) and (ii) the Trustee will be

paid a monthly fee (the Trustee Fee) equal to one-twelfth of 0.0013% (the Trustee Fee Rate), in eachcase, multiplied by the aggregate principal balance ofthe Mortgage Loans as of the first day of the relatedDue Period. The Servicing Fee will be payable from

amounts on deposit in the Collection Account and theTrustee Fee will be payable from amounts on depositin the Distribution Account.

For further information, see Description of theCertificatesFees and Expenses of the Trust in this

prospectus supplement.

Advances

The Master Servicer is required to advancedelinquent payments of principal and interest on theMortgage Loans, subject to the limitations described

in this prospectus supplement. The Master Serviceris entitled to be reimbursed for such advances, andtherefore such advances are not a form of creditenhancement. See Description of the Certificates Advances in this prospectus supplement andDistributions on the SecuritiesAdvances byMaster Servicer in Respect of Delinquencies on theTrust Fund Assets in the prospectus.

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Trigger Events

The occurrence of a Trigger Event, following theStepdown Date, may have the effect of acceleratingor decelerating the amortization of certain classes ofClass A Certificates and Mezzanine Certificates and

affecting the weighted average lives of suchcertificates. The Stepdown Date is the earlier tooccur of (1) the first Distribution Date on which theaggregate certificate principal balance of the Class ACertificates has been reduced to zero and (2) the laterof (x) the Distribution Date occurring in March 2009and (y) the first Distribution Date on which thesubordination available to the Class A Certificateshas doubled. A Trigger Event will be in effect ifdelinquencies or losses on the mortgage loans exceedthe levels set forth in the definition thereof.

See Description of the CertificatesPrincipalDistributions, Definitions and Yield on the

CertificatesYield Sensitivity of the MezzanineCertificates in this prospectus supplement foradditional information.

Repurchase or Substitution of Mortgage Loans

for Breaches of Representations and Warranties

The Seller will make certain representations andwarranties with respect to each Mortgage Loan at thetime of origination or as of the Closing Date. Upondiscovery of a breach of such representations andwarranties that materially and adversely affects theinterests of the Certificateholders, the Seller will be

obligated to cure such breach, or otherwiserepurchase or replace such Mortgage Loan. SeePooling and Servicing Agreement- Assignment andSubstitution of the Mortgage Loans in this

prospectus supplement and The DepositorsMortgage Loan Purchase ProgramRepresentations

by or behalf of Mortgage Loan Sellers; Remedies forBreach of Representation in the prospectus.

Optional Termination

The holders of the Class CE Certificates or theMaster Servicer, in that order, may purchase all of the

Mortgage Loans, together with any properties inrespect thereof acquired on behalf of the Trust, andthereby effect termination and early retirement of thecertificates, after the aggregate principal balance ofthe Mortgage Loans (and properties acquired inrespect thereof) remaining in the Trust has beenreduced to an amount less than 10% of the aggregate

principal balance of the Mortgage Loans as of theCut-off Date. If the holders of the Class CECertificates and the Master Servicer fails to exercise

their option, the NIMS Insurer, if any, may exercisethat option. See Pooling and ServicingAgreementTermination in this prospectussupplement and Distributions on the SecuritiesTermination of the Trust Fund and Disposition ofTrust Fund Assets in the prospectus.

Federal Income Tax Consequences

One or more elections will be made to treatdesignated portions of the Trust (exclusive of theInterest Rate Swap Agreement, the Swap Accountand the Net WAC Rate Carryover Reserve Account,as described more fully herein) as real estatemortgage investment conduits for federal income tax

purposes. See Federal Income Tax ConsequencesREMICs in the prospectus.

For further information regarding the federal incometax consequences of investing in the Class A andMezzanine Certificates, see Federal Income TaxConsequences in this prospectus supplement and inthe prospectus.

Ratings

It is a condition to the issuance of the certificates thatthe Class A and Mezzanine Certificates receive theratings from Fitch Ratings (Fitch), MoodysInvestors Service, Inc. (Moodys) and Standard &Poors Ratings Services, a division of The McGraw-Hill Companies, Inc. (S&P) set forth on the tableon page S-5.

A security rating does not address the frequency ofprepayments on the Mortgage Loans, the receipt ofany amounts from the Swap Account (with respect to

Net WAC Rate Carryover Amounts), the Net WACRate Carryover Reserve Account or thecorresponding effect on yield to investors. SeeYield on the Certificates and Ratings in this

prospectus supplement and Yield and MaturityConsiderations in the prospectus.

Legal Investment

The Class A and Mezzanine Certificates will notconstitute mortgage related securities for purposesof the Secondary Mortgage Market Enhancement Actof 1984 (SMMEA).

ERISA Considerations

The Class A and Mezzanine Certificates will not beeligible for purchase by an employee benefit plan or

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other retirement arrangement subject to the EmployeeRetirement Income Security Act of 1974, as amended(ERISA) or Section 4975 of the Internal RevenueCode of 1986, as amended (the Code). Eachcertificate owner of a Class A or MezzanineCertificate or any interest therein will (i) be deemedto have represented, by virtue of its acquisition orholding of that certificate or interest therein, that it isnot a plan investor or (ii) provide the Trustee with anopinion of counsel on which the Depositor, theTrustee and the Master Servicer may rely, that the

purchase of a Class A or Mezzanine Certificate (a) ispermissible under applicable law, (b) will notconstitute or result in a non-exempt prohibitedtransaction under ERISA or Section 4975 of the Codeand (c) will not subject the Depositor, the Trustee orthe Master Servicer to any obligation or liability(including obligations or liabilities under ERISA orSection 4975 of the Code) in addition to thoseundertaken in the Pooling and Servicing Agreement,

which opinion of counsel will not be an expense ofthe Depositor, the Trustee or the Master Servicer. Afiduciary of such a plan or arrangement also mustdetermine that the purchase of a certificate isconsistent with its fiduciary duties under applicablelaw and does not result in a nonexempt prohibitedtransaction under applicable law.

See ERISA Considerations in this prospectussupplement and Considerations for Benefit PlanInvestors in the prospectus.

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RISK FACTORS

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

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

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

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

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

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

Mortgage Loans

Mortgage loans with a loan-to-value ratio or combined loan-to-value ratio of greater than 80.00% maypresent a greater risk of loss than mortgage loans with loan-to-value ratios or combined loan-to-value ratios of80.00% or below. Approximately 51.13% of the Group I Mortgage Loans and approximately 39.20% of the GroupII Mortgage Loans, in each case by aggregate scheduled principal balance of the related loan group as of the Cut-offDate, had a loan-to-value ratio or combined loan-to-value ratio at origination in excess of 80.00% and are notcovered by any primary mortgage insurance. No Mortgage Loan had a loan-to-value ratio or combined loan-to-value ratio exceeding 100.00% at origination. An overall decline in the residential real estate market, a rise ininterest rates over a period of time and the general condition of a mortgaged property, as well as other factors, mayhave the effect of reducing the value of such mortgaged property from the appraised value at the time the Mortgage

Loan was originated. If there is a reduction in value of the mortgaged property, the loan-to-value ratio or combinedloan-to-value ratio may increase over what it was at the time of origination. Such an increase may reduce thelikelihood of liquidation or other proceeds being sufficient to satisfy the Mortgage Loan. There can be no assurancethat the loan-to-value ratio or combined loan-to-value ratio of any Mortgage Loan determined at any time afterorigination is less than or equal to its original loan-to-value ratio or combined loan-to-value ratio. Additionally, theOriginators determination of the value of a mortgaged property used in the calculation of the loan-to-value ratios orcombined loan-to-value ratios of the Mortgage Loans may differ from the appraised value of such mortgaged

property or the actual value of such mortgaged property. See The Mortgage PoolGeneral in this prospectussupplement.

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

None of the Mortgage Loans are delinquent in their monthly payments as of the Cut-off Date. Investorsshould note, however, that certain of the Mortgage Loans will have a first payment date occurring after the Cut-offDate and, therefore, such Mortgage Loans could not have been delinquent in any monthly payment as of the Cut-offDate. However, certain of the Mortgage Loans have been delinquent in the past. See Historical Delinquency of the

Mortgage Loans, Historical Delinquency of the Group I Mortgage Loans, and Historical Delinquency of theGroup II Mortgage Loans, in Annex III of this prospectus supplement.

Second Lien Loans Have a Greater Risk of Loss

Approximately 0.30% of the Group I Mortgage Loans and approximately 2.52% of the Group II MortgageLoans, in each case by aggregate scheduled principal balance of the related loan group as of the Cut-off Date, aresecured by second liens on the related mortgaged properties. The proceeds from any liquidation, insurance orcondemnation proceedings will be available to satisfy the outstanding balance of such Mortgage Loans only to theextent that the claims of the related senior mortgages have been satisfied in full, including any related foreclosurecosts. In circumstances when it has been determined to be uneconomical to foreclose on the mortgaged property,the Master Servicer may write off the entire balance of such Mortgage Loan as a bad debt. The foregoingconsiderations will be particularly applicable to Mortgage Loans secured by second liens that have high combinedloan-to-value ratios because it is comparatively more likely that the Master Servicer would determine foreclosure to

be uneconomical in the case of such Mortgage Loans. In addition, the rate of default of second lien Mortgage Loansmay be greater than that of Mortgage Loans secured by first liens on comparable properties.

Simultaneous Second Lien Risk

With respect to approximately 6.07% of the Group I Mortgage Loans and approximately 36.49% of theGroup II Mortgage Loans, in each case by aggregate scheduled principal balance of the related loan group as of theCut-off Date, at the time of origination of the first lien Mortgage Loan, the Originator also originated a second lienmortgage loan which will not be included in the Trust. The weighted average loan-to-value ratio at origination ofthe first-liens on such Mortgage Loans is approximately 80.00% and the weighted average combined loan-to-valueratio at origination of such Mortgage Loans (including the second lien) is approximately 99.96%.

With respect to any Mortgage Loans originated with a simultaneous second lien, foreclosure frequency may

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

Interest-Only Mortgage Loans and Stepped-Rate Loans

Approximately 10.70% of the Group I Mortgage Loans and approximately 32.89% of the Group IIMortgage Loans, in each case by aggregate scheduled principal balance of the related loan group as of the Cut-offDate, require the mortgagors to make monthly payments only of accrued interest for the first two, three or five yearsfollowing origination. After such interest only period, the mortgagors monthly payment will be recalculated tocover both interest and principal so that the Mortgage Loan will amortize fully prior to its final payment date (such

mortgage loans are also referred to herein as interest-only mortgage loans).

Approximately 9.57% of the Group I Mortgage Loans and approximately 10.58% of the Group II MortgageLoans, in each case by aggregate scheduled principal balance of the related loan group as of the Cut-off Date,require the mortgagors to make monthly payments based on a forty year amortization schedule during the first tenyears following origination. At the end of such period, the mortgagors monthly payment will be recalculated sothat the Mortgage Loan will amortize fully prior to its final payment date, which is generally 240 months followingthe end of the initial ten-year period (such mortgage loans are also referred to herein as stepped-rate mortgageloans).

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Interest-only mortgage loans and stepped-rate mortgage loans have been originated in significant volumeonly recently. As a result, the long-term performance characteristics of these loans are largely unknown. Theinterest-only feature of the interest-only mortgage loans and the amortization periods of the stepped-rate mortgageloans may reduce the likelihood of prepayment during the interest-only period (with respect to the interest-onlyMortgage Loans) or during the initial ten year period (with respect to the stepped-rate Mortgage Loans) due to thesmaller monthly payments relative to a fully-amortizing mortgage loan. If the monthly payment increases, therelated mortgagor may not be able to pay the increased amount and may default or may refinance the relatedmortgage loan to avoid the higher payment. In addition, due to the lack of amortization the borrower may not beable to refinance because of insufficient equity in the property. Because no principal payments may be made oninterest-only mortgage loans for an extended period following origination and because smaller principal paymentsare made on stepped-rate mortgage loans for the initial ten year period, if the mortgagor defaults, the unpaid

principal balance of the related Mortgage Loan will be greater than otherwise would be the case, increasing the riskof loss in that situation. In addition, the Class A and Mezzanine Certificates will receive smaller principal paymentsduring the interest-only period (with respect to the interest-only Mortgage Loans) or during the initial ten year

period (with respect to the stepped-rate Mortgage Loans) than they would have received if the related mortgagorswere required to make monthly payments of interest and principal for the entire lives of such Mortgage Loans over astandard 30 year period.

Investors should consider the fact that such mortgage loans reduce the monthly payment required bymortgagors during the interest only period or initial ten year period, as applicable, and consequently, the monthly

housing expense used to qualify mortgagors. As a result, such mortgage loans may allow some mortgagors toqualify for a mortgage loan who would not otherwise qualify for a fully amortizing loan or may allow them toqualify for a larger mortgage loan than otherwise would be the case.

Geographic Concentration Risk

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

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

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

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

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

Mortgage Loans.

Hurricanes May Pose Special Risks

At the end of August 2005 and September 2005, Hurricane Katrina and Hurricane Rita, respectively,caused catastrophic damage to areas in the Gulf Coast region of the United States. The Seller will represent andwarrant as of the Closing Date that each mortgaged property is free of material damage and in good repair (includingMortgage Loans that are secured by properties in the states of Texas, Louisiana, Mississippi and Alabama that arelocated in a FEMA Individual Assistance designated area as a result of Hurricane Katrina or Hurricane Rita). In the

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event of a breach of that representation and warranty that materially and adversely affects the value of suchMortgage Loan, the Seller will be obligated to repurchase or substitute for the related Mortgage Loan. Any suchrepurchase would have the effect of increasing the rate of principal payment on the Class A and MezzanineCertificates. Any damage to a mortgaged property that secures a Mortgage Loan in the Trust occurring after theClosing Date as a result of any other casualty event (including, but not limited to, other hurricanes) will not cause a

breach of this representation and warranty.

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

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

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

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

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

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

the Fair Credit Reporting Act, which regulates the use and reporting of information related to themortgagors credit experience;

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

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

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

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

High Cost Loans

The Seller will represent that none of the Mortgage Loans will be High Cost Loans within the meaning ofthe Home Ownership and Equity Protection Act of 1994 (the Homeownership Act) and none of the MortgageLoans will be high cost loans under any state or local law, ordinance or regulation similar to the Homeownership

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Act. See Legal Aspects of Mortgage AssetsAnti-Deficiency Legislation and Other Limitations on Lenders inthe prospectus.

In addition to the Homeownership Act, a number of legislative proposals have been introduced at thefederal, state and municipal level that are designed to discourage predatory lending practices. Some states haveenacted, or may enact, laws or regulations that prohibit inclusion of some provisions in mortgage loans that have

mortgage rates or origination costs in excess of prescribed levels, and require that mortgagors be given certaindisclosures prior to the consummation of such mortgage loans. In some cases, state law may impose requirementsand restrictions greater than those in the Homeownership Act. The Originators failure to comply with these lawscould subject the Trust, and other assignees of the Mortgage Loans, to monetary penalties and could result in themortgagors rescinding such Mortgage Loans whether held by the Trust or subsequent holders of the MortgageLoans. Lawsuits have been brought in various states making claims against assignees of high cost loans forviolations of state law. Named defendants in these cases include numerous participants within the secondarymortgage market, including some securitization trusts.

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

required to purchase such Mortgage Loan from the Trust.

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

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

The Difference Between the Pass-Through Rates on the Class A and Mezzanine Certificates and the

Mortgage Rates on the Mortgage Loans May Affect the Yields on such Certificates

Each class of Class A and Mezzanine Certificates accrues interest at a pass-through rate based on a one-month LIBOR index plus a specified margin, but such pass-through rate is subject to a limit. The limit on the pass-through rate for each class of Class A Certificates is based on the weighted average of the mortgage rates of theMortgage Loans in the related loan group, net of certain fees and expenses of the Trust (including any Net SwapPayment owed to the Interest Rate Swap Provider and any Swap Termination Payment owed to the Interest RateSwap Provider other than termination payments resulting from a Swap Provider Trigger Event). The limit on the

pass-through rate for each class of Mezzanine Certificates is based on the weighted average (weighted on the basisof the results of subtracting from the aggregate principal balance of each loan group the current certificate principal

balance of the related Class A Certificates) of (i) the limit on the Group I Certificates and (ii) the limit on the GroupII Certificates. The adjustable-rate Mortgage Loans have mortgage rates that adjust based on a six-month LIBORindex, have periodic and lifetime limitations on adjustments to their mortgage rates, and have the first adjustment totheir mortgage rates two or three years after the origination thereof. The fixed-rate Mortgage Loans have mortgagerates that do not adjust. As a result of the limits on the pass-through rates on the Class A and Mezzanine

Certificates, such certificates may accrue less interest than they would accrue if their pass-through rates were basedsolely on the one-month LIBOR index plus the specified margin.

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

The pass-through rates for the Class A and Mezzanine Certificates may adjust monthly while the mortgagerates on the adjustable-rate Mortgage Loans adjust less frequently and the mortgage rates on the fixed-rateMortgage Loans do not adjust at all. Furthermore, all of the adjustable-rate Mortgage Loans will have the

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first adjustment to their mortgage rates two or three years after their origination. Consequently, the limitson the pass-through rates on the Class A and Mezzanine Certificates may prevent any increases in the pass-through rate on one or more classes of such certificates for extended periods in a rising interest rateenvironment.

If prepayments, defaults and liquidations occur more rapidly on the applicable Mortgage Loans with

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

The mortgage rates on the adjustable-rate Mortgage Loans may respond to different economic and marketfactors than does one-month LIBOR. It is possible that the mortgage rates on the adjustable-rate MortgageLoans may decline while the pass-through rates on the Class A and Mezzanine Certificates are stable orrising. It is also possible that the mortgage rates on the adjustable-rate Mortgage Loans and the pass-through rates on the Class A and Mezzanine Certificates may both decline or increase during the sameperiod, but that the pass-through rates on the Class A and Mezzanine Certificates may decline more slowlyor increase more rapidly.

If the pass-through rate on any class of Class A or Mezzanine Certificates is limited for any DistributionDate, the resulting basis risk shortfalls may be recovered by the holders of the certificates on the same DistributionDate or on future Distribution Dates, to the extent that on such Distribution Date or future Distribution Dates thereare any available funds remaining after certain other distributions on the Class A and Mezzanine Certificates and the

payment of certain fees and expenses of the Trust (including any Net Swap Payment owed to the Interest Rate SwapProvider and any Swap Termination Payment owed to the Interest Rate Swap Provider other than termination

payments resulting from a Swap Provider Trigger Event). The ratings on the Class A and Mezzanine Certificateswill not address the likelihood of any recovery of basis risk shortfalls by holders of the Class A and MezzanineCertificates.

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

Risk Relating to Distribution Priority of the Group II Certificates

As set forth in this prospectus supplement under Description of the CertificatesPrincipal Distributions,principal distributions on the classes of Group II Certificates will be made in a sequential manner. The weightedaverage lives of the classes of Group II Certificates receiving principal distributions later will be longer than would

be the case if distributions of principal were to be allocated on a pro rata basis among such classes of Group IICertificates. In addition, as a result of a sequential allocation of principal, the holders of the classes of Group IICertificates receiving principal distributions later will have a greater risk of losses on the related mortgage loans,adversely affecting the yields to maturity on such certificates. See Description of the Certificates PrincipalDistributions for more information.

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

by Prepayment Speeds

The rate and timing of distributions allocable to principal on the Class A and Mezzanine Certificates willdepend, in general, on the rate and timing of principal payments (including prepayments and collections upondefaults, liquidations and repurchases) on the Mortgage Loans and the allocation thereof to distribute principal onsuch certificates as described under Description of the CertificatesPrincipal Distributions in this prospectussupplement. As is the case with asset-backed pass-through certificates generally, the Class A and MezzanineCertificates are subject to substantial inherent cash-flow uncertainties because the Mortgage Loans may be prepaidat any time.

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With respect to approximately 62.49% of the Group I Mortgage Loans and approximately 67.30% of theGroup II Mortgage Loans, in each case by aggregate scheduled principal balance of the related loan group as of theCut-off Date, a mortgagor principal prepayment may subject the related mortgagor to a prepayment charge, subjectto certain limitations in the related mortgage note and limitations upon collection in the Pooling and ServicingAgreement. Generally, each such Mortgage Loan provides for payment of a prepayment charge on certain

prepayments made within a defined period set forth in the related mortgage note (generally within the first threeyears but possibly as short as one year from the date of origination of such mortgage loan). A prepayment chargemay or may not act as a deterrent to prepayment of the related Mortgage Loan.

The rate of prepayments on the Mortgage Loans will be sensitive to prevailing interest rates. Generally,when prevailing interest rates are increasing, prepayment rates on mortgage loans tend to decrease. A decrease inthe prepayment rates on the Mortgage Loans will result in a reduced rate of principal distributions to investors in theClass A and Mezzanine Certificates at a time when reinvestment at such higher prevailing rates would be desirable.Conversely, when prevailing interest rates are declining, prepayment rates on mortgage loans tend to increase. Anincrease in the prepayment rates on the Mortgage Loans will result in a greater rate of principal distributions toinvestors in the Class A and Mezzanine Certificates at a time when reinvestment at comparable yields may not be

possible. Furthermore, because the mortgage rates for the adjustable-rate Mortgage Loans are based on six-monthLIBOR plus a fixed percentage amount, such rates could be higher than prevailing market interest rates at the timeof adjustment, and this may result in an increase in the rate of prepayments on such Mortgage Loans after suchadjustment.

The Seller may be required to repurchase Mortgage Loans from the Trust in the event certain breaches ofrepresentations and warranties have not been cured. In addition, the NIMS Insurer, if any, or the Master Servicermay purchase Mortgage Loans 90 days or more delinquent, subject to the conditions set forth in the Pooling andServicing Agreement. The Seller may sell all or a portion of the Class CE, Class P or Residual Certificates to one ormore unaffiliated parties in one or more private transactions. As part of such sale, the Master Servicer will, ifrequested, agree upon the direction of such purchaser, to exercise its purchase right with respect to Mortgage Loans90 days or more delinquent, subject to the conditions set forth in the Pooling and Servicing Agreement. These

purchases will have the same effect on the holders of the Class A and Mezzanine Certificates as a prepayment ofthose Mortgage Loans.

The holders of the Class CE Certificates, the Master Servicer or the NIMS Insurer, if any, may purchase allof the Mortgage Loans when the aggregate principal balance of the Mortgage Loans (and properties acquired in

respect thereof) is less than 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

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

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

payments received from the Interest Rate Swap Provider, under the Interest Rate Swap Agreement.

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

As a result of the absorption of realized losses on the Mortgage Loans by excess interest andovercollateralization, each as described in this prospectus supplement, liquidations of defaulted Mortgage Loans,whether or not realized losses are allocated to the Mezzanine Certificates upon such liquidations, will result in an

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earlier return of principal to the Class A and Mezzanine Certificates and will influence the yields on such certificatesin a manner similar to the manner in which principal prepayments on the Mortgage Loans will influence the yieldson the Class A and Mezzanine Certificates. The overcollateralization provisions are intended to result in anaccelerated rate of principal distributions to holders of the Class A and Mezzanine Certificates at any time that theovercollateralization provided by the mortgage pool falls below the required level.

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

The credit enhancement features described in this prospectus supplement are intended to increase thelikelihood that holders of the Class A and Mezzanine Certificates will receive regular distributions of interest and

principal. If delinquencies or defaults occur on the Mortgage Loans, neither the Master Servicer nor any other entitywill advance scheduled monthly payments of interest and principal on delinquent or defaulted Mortgage Loans ifsuch advances are deemed non-recoverable. If substantial losses occur as a result of defaults and delinquent

payments on the Mortgage Loans, holders of the Offered Certificates may suffer losses.

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

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

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

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

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

by those Mortgage Loans be applied to cover interest on the related Class A and Mezzanine Certificates.

There are Various Risks Associated With the Mezzanine Certificates

The weighted average lives of, and the yields to maturity on, the Mezzanine Certificates will beprogressively more sensitive, in increasing order of their numerical class designations, to the rate and timing ofmortgagor defaults and the severity of ensuing losses on the Mortgage Loans. If the actual rate and severity oflosses on the Mortgage Loans is higher than those assumed by an investor in such certificates, the actual yield to

maturity of such certificate may be lower than the yield anticipated by such holder. The timing of losses on theMortgage Loans will also affect an investors yield to maturity, even if the rate of defaults and severity of lossesover the life of the mortgage pool are consistent with an investors expectations. In general, the earlier a loss occurs,the greater the effect on an investors yield to maturity. Realized losses on the Mortgage Loans, to the extent theyexceed the amount of excess interest and overcollateralization following distributions of principal on the relatedDistribution Date, will reduce the certificate principal balance of the class of Mezzanine Certificates thenoutstanding with the highest numerical class designation. As a result of these reductions, less interest will accrue onthese classes of certificates than would be the case if those losses were not so allocated. Once a realized loss isallocated to a Mezzanine Certificate, such written down amount will not be reinstated (except in the case of

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subsequent recoveries) and will not accrue interest. However, the amount of any realized losses allocated to theMezzanine Certificates may be distributed to the holders of such certificates according to the priorities set forthunder Description of the CertificatesOvercollateralization Provisions and Description of the CertificatesTheInterest Rate Swap Agreement and the Swap Account in this prospectus supplement.

Unless the aggregate certificate principal balance of the Class A Certificates has been reduced to zero, the

Mezzanine Certificates will not be entitled to any principal distributions until at least the Distribution Date in March2009 or a later date as provided in this prospectus supplement or during any period in which delinquencies orrealized losses on the Mortgage Loans exceed certain levels described under Description of the CertificatesPrincipal Distributions in this prospectus supplement. As a result, the weighted average lives of such certificateswill be longer than would be the case if distributions of principal were allocated among all of the certificates at thesame time. As a result of the longer weighted average lives of such certificates, the holders of such certificates havea greater risk of suffering a loss on their investments. Further, because such certificates might not receive any

principal if certain delinquency levels described under Description of the CertificatesPrincipal Distributions inthis prospectus supplement are exceeded, it is possible for such certificates to receive no principal distributions on a

particular Distribution Date even if no losses have occurred on the mortgage pool.

In addition, the multiple class structure of the Mezzanine Certificates causes the yield of such classes to beparticularly sensitive to changes in the rates of prepayment on the Mortgage Loans. Because distributions ofprincipal will be made to the holders of the Mezzanine Certificates according to the priorities described in this

prospectus supplement, the yield to maturity on such classes of certificates will be sensitive to the rates ofprepayment on the Mortgage Loans experienced both before and after the commencement of principal distributionson such classes. The yield to maturity on the Mezzanine Certificates will also be extremely sensitive to losses due todefaults on the Mortgage Loans (and the timing thereof), to the extent such losses are not covered by excess interestotherwise distributable to the Class CE Certificates or a class of Mezzanine Certificates with a higher numericalclass designation. Furthermore, as described in this prospectus supplement, the timing of receipt of principal andinterest by the Mezzanine Certificates may be adversely affected by losses even if such classes of certificates do notultimately bear such loss.

Prepayment Interest Shortfalls and Relief Act Shortfalls

When a Mortgage Loan is prepaid, the mortgagor is charged interest on the amount prepaid only up to (butnot including) the date on which the prepayment is made, rather than for an entire month. This may result in a

shortfall in interest collections available for distribution on the next Distribution Date. The Master Servicer isrequired to cover a portion of the shortfall in interest collections that are attributable to prepayments, but only up tothe amount of the Master Servicers servicing fee for the related period. In addition, certain shortfalls in interestcollections arising from the application of the Servicemembers Civil Relief Act and similar state laws (the ReliefAct) will not be covered by the Master Servicer.

On any Distribution Date, any shortfalls resulting from the application of the Relief Act and anyprepayment interest shortfalls to the extent not covered by compensating interest paid by the Master Servicer, ineach case regardless of which loan group experienced the shortfall, will first, reduce the interest accrued on theClass CE Certificates, and thereafter, will reduce the monthly interest distributable amounts with respect to the ClassA and Mezzanine Certificates, on a pro rata basis based on the respective amounts of interest accrued on suchcertificates for such Distribution Date. The holders of the Class A and Mezzanine Certificates will not be entitled toreimbursement for any such interest shortfalls. If these shortfalls are allocated to the Class A and Mezzanine

Certificates, the amount of interest distributed to those certificates will be reduced, adversely affecting the yield onyour investment.

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

Under the Pooling and Servicing Agreement, the Master Servicer will make cash advances to coverdelinquent payments of principal and interest on the Mortgage Loans to the extent it reasonably believes that thecash advances are recoverable from future payments on the Mortgage Loans. The Master Servicer may make suchadvances from amounts held for future distribution. In addition, the Master Servicer may withdraw from the

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collection account funds that were not included in Available Funds for the preceding Distribution Date to reimburseitself for advances previously made. Any such amounts withdrawn by the Master Servicer in reimbursement ofadvances previously made are generally required to be replaced by the Master Servicer on or before the nextDistribution Date, subject to subsequent withdrawal. To the extent that the Master Servicer is unable to replace anyamounts withdrawn in reimbursement of advances previously made, there could be a delay in distributions on theClass A and Mezzanine Certificates. Furthermore, the Master Servicers right to reimburse itself for advances

previously made from funds held for future distribution could lead to amounts required to be restored to thecollection account by the Master Servicer that are higher, and potentially substantially higher, than one monthsadvance obligation.

The Offered Certificates are Obligations of the Trust Only

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

The Interest Rate Swap Agreement and the Interest Rate Swap Provider

Any amounts received from the Interest Rate Swap Provider under the Interest Rate Swap Agreement willbe applied as described in this prospectus supplement to pay interest shortfalls and basis risk shortfalls, maintainovercollateralization and cover losses. However, no amounts will be payable by the Interest Rate Swap Providerunless the floating amount owed by the Interest Rate Swap Provider on a Distribution Date exceeds the fixedamount owed to the Interest Rate Swap Provider on such Distribution Date. This will not occur except in periodswhen one-month LIBOR (as determined pursuant to the Interest Rate Swap Agreement) exceeds 5.034%. Noassurance can be made that any amounts will be received under the Interest Rate Swap Agreement, or that any suchamounts that are received will be sufficient to maintain required overcollateralization or to cover interest shortfalls,

basis risk shortfalls and losses on the Mortgage Loans. Any net payment payable to the Interest Rate Swap Providerunder the terms of the Interest Rate Swap Agreement will reduce amounts available for distribution to

Certificateholders, and may reduce the Pass-Through Rates of the certificates. If the rate of prepayments on theMortgage Loans is faster than anticipated, the schedule on which payments due under the Interest Rate SwapAgreement are calculated may exceed the aggregate principal balance of the Mortgage Loans, thereby increasing therelative proportion of interest collections on the Mortgage Loans that must be applied to make net payments to theInterest Rate Swap Provider. The combination of a rapid rate of prepayment and low prevailing interest rates couldadversely affect the yields on the Class A and Mezzanine Certificates. In addition, any termination payment payableto the Interest Rate Swap Provider (other than Swap Termination Payments resulting from a Swap Provider TriggerEvent) will reduce amounts available for distribution to Certificateholders.

Upon early termination of the Interest Rate Swap Agreement, the Trust or the Interest Rate Swap Providermay be liable to make a Swap Termination Payment to the other party (regardless of which party caused thetermination). The Swap Termination Payment will be computed in accordance with the procedures set forth in theInterest Rate Swap Agreement. In the event that the Trust is required to make a Swap Termination Payment, that

payment will be paid on the related Distribution Date, and on any subsequent Distribution Dates until paid in full,generally prior to distributions to Certificateholders. This feature may result in losses on the Certificates. Due to the

priority of the applications of the Available Funds, the Mezzanine Certificates will bear the effects of any shortfallsresulting from a Net Swap Payment or Swap Termination Payment by the Trust before such effects are borne by theClass A Certificates and one or more classes of Mezzanine Certificates may suffer a loss as a result of such payment.Investors should note that the level of one-month LIBOR as of February 13, 2006 is approximately 4.57% whichmeans the Issuing Entity will make a Net Swap Payment to the Interest Rate Swap Provider unless and until one-month LIBOR equals approximately 5.034%.

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

The Liquidity of Your Certificates May Be Limited

None of Barclays Capital Inc., Deutsche Bank Securities Inc., BNP Paribas Securities Corp., J.P. MorganSecurities Inc. or UBS Securities LLC (together, the Underwriters) has any obligation to make a secondary marketin the classes of Offered Certificates. There is therefore no assurance that a secondary market will develop or, if itdevelops, that it will continue. Consequently, you may not be able to sell your certificates readily or at prices thatwill enable you to realize your desired yield. The market values of the certificates are likely to fluctuate; thesefluctuations may be significant and could result in significant losses to you.

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

The Ratings on the Certificates Could Be Reduced or Withdrawn

Each rating agency rating the Class A and Mezzanine Certificates may change or withdraw its initialratings at any time in the future if, in its sole judgment, circumstances warrant a change. No person is obligated tomaintain the ratings at their initial levels. If a rating agency reduces or withdraws its rating on one or more classesof the Class A or Mezzanine Certificates, the liquidity and market value of the affected certificates is likely to bereduced.

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

One or more insurance companies (tog