Common use of Pre-Funding Accounts Clause in Contracts

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2005-FFH3, Asset-Backed Pass-Through Certificates, Series 2005-R4FFH3” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2005-FFH3, Asset-Backed Pass-Through Certificates, Series 2005-R4FFH3” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee’s receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to To distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; (iv) To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two three segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust CompanyWells Fargo Bank, N.A., as Trustee Xxxxxee for the registered holders of Ameriquest Mortgage Securities Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” WHQ2" (the “"Group I Pre-Funding Account”) and "), (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust CompanyWells Fargo Bank, N.A., as Trustee Xxxxxee for the registered holders of Ameriquest Mortgage Securities Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” WHQ2" (the “"Group II Pre-Funding Account”") and (iii) "Group III Pre-Funding Account, Wells Fargo Bank, N.A., as Xxxxxee for the registered holders of Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-WHQ2" (the "Group III Pre-Funding Account"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount Amount, the Original Group II Pre-Funding Account or the Original Group II III Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The At the written direction of the Depositor, the Trustee shall invest funds deposited in direct any depository institution maintaining the Pre-Funding Accounts to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, 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 or an Affiliate manages or advises such investment. If no investment direction of the kind described in clauses (i)Depositor with respect to the Pre-Funding Accounts is received by the Trustee, (v) or the Trustee shall invest the funds pursuant to clause (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Class R Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows:: 154 (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the related Interest Coverage Account any income and gain realized from the investment of funds in the related Pre-Funding AccountsAccount; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two with itself one or more segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Norwest Bank National Trust CompanyMinnesota, N.A., as Trustee trustee for the registered holders of Ameriquest Southern Pacific Secured Assets Corp., Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 20051996-R4” 4" (the “"Group I Pre-Funding Account”") and (ii) “one or more segregated trust accounts that are Eligible Accounts, which shall be titled "Group II Pre-Funding Account, Deutsche Norwest Bank National Trust CompanyMinnesota, N.A., as Trustee trustee for the registered holders of Ameriquest Southern Pacific Secured Assets Corp., Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 20051996-R4” 4" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit (a) in the applicable Group I Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original with respect to Loan Group II Pre-Funding Account, as applicable, I remitted on the Closing Date to the Trustee by the DepositorCompany and (b) in the Group II Pre-Funding Account and retain therein the Original Pre-Funded Amount with respect to Loan Group II remitted on the Closing Date to the Trustee by the Company. Funds deposited in the Group I Pre-Funding Accounts Account shall be held in trust by the Trustee for the Certificateholders Holders of the Group I Certificates and the Certificate Insurer for the uses and purposes set forth herein. (b) The . Funds deposited in the Group II Pre-Funding Account shall be held in trust by the Trustee for the Holders of the Group II Certificates and the Certificate Insurer for the uses and purposes set forth herein. If the Trustee shall not have received an investment direction from the Company, the Trustee will invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses clause (i), (v) or (vid) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, Investments with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Company shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account shall be transferred to the Group I Interest Coverage Account on the Business Day immediately preceding each Distribution Date. All income and gain realized from investment of funds deposited in the Group II Pre- Funding Account shall be transferred to the Group II Interest Coverage Account. The Master Servicer Company shall deposit in the applicable related Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (cb) Amounts on deposit in the Group I Pre-Funding Accounts Account shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool Loan Group I on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor Company upon satisfaction of the conditions set forth in Section 2.09 2.08(b) with respect to such transfer and assignment;; and (ii) if If the amount on deposit in the related Group I Pre-Funding Account Funded Amount has not been reduced to zero during the Funding Period, on the day of Master Servicer Remittance Date immediately prior to the termination of the Funding PeriodDistribution Date occurring in January 1997, the Trustee shall deposit into the Distribution Group I Certificate Account any amounts remaining in the Group I PreFunding Account. (c) Amounts on deposit in the Group II Pre-Funding Account to shall be held uninvested;withdrawn by the Trustee as follows: (iiii) to On any Subsequent Transfer Date, the Trustee shall withdraw any amount not required to be deposited in from the Group II Pre-Funding Accounts or deposited therein in error; (iv) Account an amount equal to distribute 100% of the Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Interest Coverage Account any income Trustee for Loan Group II on such Subsequent Transfer Date and gain realized from pay such amount to or upon the investment order of funds the Company upon satisfaction of the conditions set forth in the Pre-Funding AccountsSection 2.08(b) with respect to such transfer and assignment; and (vii) to clear and terminate If the Group II Pre-Funding Accounts upon the earlier Funded Amount has not been reduced to occur of (A) the day immediately following the end of zero during the Funding Period and (B) Period, on the termination of this AgreementMaster Servicer Remittance Date immediately prior to the Distribution Date occurring in January 1997, with the Trustee shall deposit into the Group II Certificate Account any amounts remaining on deposit therein being paid to in the Holders of the Certificates then entitled to distributions in respect of principalGroup II PreFunding Account.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain two a segregated nontrust account or sub-interest bearing account of a trust accounts that are each Eligible Accountsaccount, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank Xxxxx Fargo Bank, National Trust CompanyAssociation, as Trustee Securities Administrator for the registered benefit of holders of Ameriquest Xxxxxxx Xxxxx Mortgage Securities Inc.Investors, Asset-Backed Mortgage Pass-Through Certificates, Series MLMI 2005-R4A10” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4” (the “Group II Pre-Funding Account”). The Trustee Pre-Funding Account shall be an Eligible Account or a sub account of an Eligible Account. The Securities Administrator shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, Amount remitted on the Closing Date to the Trustee Securities Administrator by the Depositor. Funds deposited in the Pre-Funding Accounts Account shall be held in trust by the Trustee Securities Administrator for the Certificateholders Holders of the Certificates for the uses and purposes set forth herein. (b) The Trustee Securities Administrator shall invest funds deposited in the Pre-Funding Accounts Account as directed by the Depositor or its designee in writing in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, or, if no written direction is received by the Securities Administrator from the Depositor, then funds in such account shall remain uninvested. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor or its designee shall be the owner of the Pre-Funding Accounts Account and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the Interest Coverage Account on the Business Day immediately preceding each Distribution Date. Such transferred funds shall not constitute income and gain for purposes of Section 5.10(b) hereof. The Master Servicer Depositor or its designee shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not Account be assets an asset of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts Account shall be withdrawn by the Trustee Securities Administrator as follows: (i) on On any Subsequent Transfer Date, the Trustee Securities Administrator shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Scheduled Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool Trust Fund on such Subsequent Transfer Date and pay remit (a) such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignmentDepositor; (ii) if If the amount on deposit in the related Pre-Funding Account (exclusive of investment income) has not been reduced to zero during by the close of business on the date of termination of the Pre-Funding Period, then at the close of business on the day of the termination of the Funding Periodsuch date, the Trustee Securities Administrator shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested(exclusive of investment income) for distribution in accordance with Section 6.01; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts Account or deposited therein in error;; and (iv) Upon the earliest of (i) the reduction of the Current Principal Amounts of the Certificates to distribute zero or (ii) the termination of this Agreement in accordance with Section 10.01, to the Interest Coverage Account withdraw any income and gain realized from the investment of funds amount remaining on deposit in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid Account for payment to the Holders of the Certificates related Certificateholders then entitled to distributions in respect of principalprincipal until the Current Principal Amount of the Certificates has been reduced to zero, and any remaining amount to the Depositor. Withdrawals pursuant to clauses (i), (ii) and (iv) shall be treated as contributions of cash to REMIC II on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest Mortgage Securities Inc.Fremont Home Loan Trust 2005-1, Asset-Backed Pass-Through Certificates, Series 2005-R4” 1" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest Mortgage Securities Inc.Fremont Home Loan Trust 2005-1, Asset-Backed Pass-Through Certificates, Series 2005-R4” 1" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest Mortgage Securities Inc.Soundview Home Loan Trust 2005-OPT1, Asset-Backed Pass-Through Certificates, Series 2005-R4” OPT1" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest Mortgage Securities Inc.Soundview Home Loan Trust 2005-OPT1, Asset-Backed Pass-Through Certificates, Series 2005-R4” OPT1" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to To distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; (iv) To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” W11" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” W11" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders and the Certificate Insurer for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled "[________]" (i) “the "Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4” ") and "[________]" (the “Group I Pre-Funding Account”) and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4” (the “Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) Pay to the Depositor any income and gain realized from the investment of funds in the Pre-Funding Accounts; (iv) To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2004-FF11, Asset-Backed Pass-Through Certificates, Series 20052004-R4” FF11" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2004-FF11, Asset-Backed Pass-Through Certificates, Series 20052004-R4” FF11" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to To distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2005-1, Asset-Backed Pass-Through Certificates, Series 2005-R4” 1" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2005-1, Asset-Backed Pass-Through Certificates, Series 2005-R4” 1" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Master Servicer shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account and the Group II Pre-Funding Account shall be transferred to the Depositor or its designee, as applicable, at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Distribution Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two three segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Pre- Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders Holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” 8" (the “"Group I Pre-Funding Account”) and "); (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders Holders of Ameriquest Mortgage Securities Inc., Asset- Backed Pass-Through Certificates, Series 2003-8" (the "Group II Pre-Funding Account") and (iii) "Group III Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered Holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” 8" (the “"Group II III Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount Amount, the Original Group II Pre-Funding Account or the Original Group II III Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from directed by the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder Holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the Interest Coverage Account (as specified in Section 4.08) on the Business Day immediately preceding each Distribution Date. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Pre- Funding Accounts shall will not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.10 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account Account, net of any gain realized from the investment of funds on deposit therein to be held uninvestedthe extent not previously paid to the Interest Coverage Account, for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2005-FF4, Asset-Backed Pass-Through Certificates, Series 2005-R4” FF4" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2005-FF4, Asset-Backed Pass-Through Certificates, Series 2005-R4” FF4" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to To distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; (iv) To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest Mortgage Securities Inc.Fremont Home Loan Trust 2004-4, Asset-Backed Pass-Through Certificates, Series 20052004-R4” 4" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest Mortgage Securities Inc.Fremont Home Loan Trust 2004-4, Asset-Backed Pass-Through Certificates, Series 20052004-R4” 4" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon 126 realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Pre- Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” W8" (the “"Group I Pre-Pre- Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” W8" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts[Reserved]; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two with itself one or more segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Norwest Bank National Trust CompanyMinnesota, N.A., as Trustee trustee for the registered holders of Ameriquest Southern Pacific Secured Assets Corp., Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 20051997-R4” 1" (the “"Group I Pre-Funding Account”") and (ii) “one or more segregated trust accounts that are Eligible Accounts, which shall be titled "Group II Pre-Funding Account, Deutsche Norwest Bank National Trust CompanyMinnesota, N.A., as Trustee trustee for the registered holders of Ameriquest Southern Pacific Secured Assets Corp., Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 20051997-R4” 1" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit (a) in the applicable Group I Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original with respect to Loan Group II Pre-Funding Account, as applicable, I remitted on the Closing Date to the Trustee by the DepositorCompany and (b) in the Group II Pre-Funding Account and retain therein the Original Pre-Funded Amount with respect to Loan Group II remitted on the Closing Date to the Trustee by the Company. Funds deposited in the Group I Pre-Funding Accounts Account shall be held in trust by the Trustee for the Certificateholders Holders of the Group I Certificates and the Certificate Insurer for the uses and purposes set forth herein. (b) The . Funds deposited in the Group II Pre-Funding Account shall be held in trust by the Trustee for the Holders of the Group II Certificates and the Certificate Insurer for the uses and purposes set forth herein. If the Trustee shall not have received an investment direction from the Company, the Trustee will invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses clause (i), (v) or (vid) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, Investments with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Company shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account shall be transferred to the Group I Interest Coverage Account on the Business Day immediately preceding each Distribution Date. All income and gain realized from investment of funds deposited in the Group II PreFunding Account shall be transferred to the Group II Interest Coverage Account. The Master Servicer Company shall deposit in the applicable related Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (cb) Amounts on deposit in the Group I Pre-Funding Accounts Account shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool Loan Group I on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor Company upon satisfaction of the conditions set forth in Section 2.09 2.08(b) with respect to such transfer and assignment;; and (ii) if If the amount on deposit in the related Group I Pre-Funding Account Funded Amount has not been reduced to zero during the Funding Period, on the day of Master Servicer Remittance Date immediately prior to the termination of the Funding PeriodDistribution Date occurring in April 1997, the Trustee shall deposit into the Distribution Group I Certificate Account any amounts remaining in the Group I Pre-Funding Account. (c) Amounts on deposit in the Group II Pre-Funding Account to shall be held uninvested;withdrawn by the Trustee as follows: (iiii) to On any Subsequent Transfer Date, the Trustee shall withdraw any amount not required to be deposited in from the Group II Pre-Funding Accounts or deposited therein in error; (iv) Account an amount equal to distribute 100% of the Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Interest Coverage Account any income Trustee for Loan Group II on such Subsequent Transfer Date and gain realized from pay such amount to or upon the investment order of funds the Company upon satisfaction of the conditions set forth in the Pre-Funding AccountsSection 2.08(b) with respect to such transfer and assignment; and (vii) If the Group II Pre-Funded Amount has not been reduced to clear and terminate zero during the Funding Period, on the Master Servicer Remittance Date immediately prior to the Distribution Date occurring in April 1997, the Trustee shall deposit into the Group II Certificate Account any amounts remaining in the Group II Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principalAccount.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” R11" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4” 2004- 129 R11" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders and the Certificate Insurer for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2003-4, Asset-Backed Pass-Through Certificates, Series 20052003-R4” 4" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2003- 4, Asset-Backed Pass-Through Certificates, Series 20052003-R4” 4" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Master Servicer shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account and the Group II Pre-Funding Account shall be transferred to the Depositor or its designee, as applicable, at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Distribution Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder]. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Pre- Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” W1" (the “"Group I Pre-Pre- Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” W1" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the Interest Coverage Account (as specified in Section 4.08) on the Business Day immediately preceding each Distribution Date. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall will not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.10 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested, net of any gain realized from the investment of funds on deposit therein to the extent not previously paid to the Interest Coverage Account, for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” R10" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4” 2004- R10" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders and the Certificate Insurer for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than The Issuer hereby directs the Closing DateIndenture Trustee to establish, at the Trustee shall establish and maintain two segregated non-interest bearing trust Corporate Trust Office, one or more accounts that are each Eligible Accounts, which shall collectively be titled (i) “Group I the "Pre-Funding Account" with respect to each Group, Deutsche Bank National Trust Company, as Trustee for on or before the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4” (the “Group II Pre-Funding Account”)Closing Date. The Indenture Trustee shall, promptly upon receipt, deposit in the applicable each Pre-Funding Account and retain therein the related Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, Amount remitted on the Closing Date to the Indenture Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth hereinIssuer. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts Account with respect to each Group shall be withdrawn by the Indenture Trustee as follows: (i) on On any Subsequent Additional Transfer Date, the Trustee Indenture Trustee, upon written direction from the Issuer, shall withdraw from the related Pre-Funding Account an amount equal to 100% of the aggregate Stated Principal Balances of the Subsequent Additional Mortgage Loans transferred allocated to such Group and assigned Granted to the Indenture Trustee for deposit in the Mortgage Pool on such Subsequent Additional Transfer Date and pay such amount to or upon the order of the Depositor Issuer upon satisfaction of the conditions with respect to such Grant set forth in Section 2.09 2.14(b) above with respect to such transfer and assignmentall Additional Mortgage Loans; (ii) if the amount on deposit in If the related Outstanding Pre-Funding Account Amount has not been reduced to zero during the Funding Period, on the day of the termination of the Funding PeriodMarch 25, 1999 Payment Date, the Indenture Trustee shall deposit into effect the Distribution Account any amounts remaining payment described in the Pre-Funding Account to be held uninvested;Section 8.02(d) above; and also, in no particular order of priority: (iii) to To withdraw any amount not required to be deposited in the related Pre-Funding Accounts Account or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the related Pre-Funding Accounts Account upon the earlier earliest to occur of (A) the day immediately following the end of the Funding Period March 25, 1999 Payment Date and (B) the termination satisfaction and discharge of this AgreementIndenture. (c) So long as no Default or Event of Default shall have occurred and be continuing, with amounts held in each Pre-Funding Account shall be invested in Permitted Investments, which Permitted Investments shall mature no later than the Business Day preceding the immediately following Additional Transfer Date. All income or other gains, if any, from investment of moneys deposited in each Pre-Funding Account shall be for the benefit of the Issuer and on each Payment Date, any such amounts remaining on deposit therein being may be released from a Pre-Funding Account and paid to the Holders Issuer for deposit in the Certificate Distribution Account established and maintained pursuant to the Trust Agreement. Any loss resulting from such investment of moneys deposited in a Pre-Funding Account shall be reimbursed immediately as incurred to the Certificates then entitled Pre-Funding Account by the Issuer. Subject to distributions Section 6.01 and the preceding sentence, the Issuer shall not in respect any way be held liable by reason of principalany insufficiency in a Pre-Funding Account.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accountsor sub-accounts of a trust account, which shall be titled (i) “Group I Pre-Funding Account, Deutsche U.S. Bank National Trust CompanyAssociation, as Trustee trustee for the registered holders benefit of Ameriquest Holders of Structured Asset Mortgage Securities Investments II Inc., AssetBear Xxxxxxx ARM Trust, Mortgage-Backed Pass-Through CertificatesNotes, Series 2005-R47” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche U.S. Bank National Trust CompanyAssociation, as Trustee trustee for the registered holders benefit of Ameriquest Holders of Structured Asset Mortgage Securities Investments II Inc., AssetBear Xxxxxxx ARM Trust, Mortgage-Backed Pass-Through CertificatesNotes, Series 2005-R47” (the “Pre-Funding Accounts”). Each of the Group I Pre-Funding Account and the Group II Pre-Funding Account shall be an Eligible Account or a sub account of an Eligible Account”). The Trustee Securities Administrator shall, promptly upon receipt, deposit in the applicable Group I Pre-Funding Account and Group II Pre-Funding Account and retain therein the Original Group I Pre-Funded Funding Amount or the Original and Group II Pre-Funding AccountFunded Amount, as applicablerespectively, remitted on the Closing Date to the Trustee Securities Administrator by the Depositor. Funds deposited in the related Group I Pre-Funding Accounts Account and Group II Pre-Funding Account shall be held in trust by the Trustee Securities Administrator for the Certificateholders benefit of the related Noteholders for the uses and purposes set forth herein. (b) The Trustee Securities Administrator shall invest funds deposited in the Group I Pre-Funding Accounts Account and Group II Pre-Funding Account as directed by the Seller or its designee in writing in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Indenture, if a Person other than the Securities Administrator or an affiliate of the Securities Administrator is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Indenture, if the Securities Administrator or an affiliate of the Securities Administrator is the obligor for the Permitted Investment (or, if no written direction is received by the Securities Administrator from the Seller, then funds in such account shall remain uninvested). For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Seller or its designee shall be the owner of the Group I Pre-Funding Accounts Account and Group II Pre-Funding Account and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be included in the related Available Funds at the following times: (i) on the Business Day immediately preceding each Payment Date, if a Person other than the Securities Administrator or an affiliate of the Securities Administrator is the obligor for the Permitted Investment, or on each Payment Date, if the Securities Administrator or an affiliate of the Securities Administrator is the obligor for the Permitted Investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Securities Administrator or an affiliate of the Securities Administrator is the obligor for the Permitted Investment, or on each Subsequent Transfer Date, if the Securities Administrator or an affiliate of the Securities Administrator is the obligor for the Permitted Investment or (iii) within one Business Day of the Securities Administrator’s receipt thereof. Such transferred funds shall not constitute income and gain for purposes of Section 3.27(b) hereof. The Master Servicer Seller or its designee shall deposit in the applicable related Group I Pre-Funding Account and Group II Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Group I Pre-Funding Accounts Account and Group II Pre-Funding Account shall be withdrawn by the Trustee Securities Administrator as follows: (i) on any On the related Subsequent Transfer Date, the Trustee Securities Administrator shall withdraw from the related Group I Pre-Funding Account and Group II Pre-Funding Account an amount equal to 100% of the Stated Scheduled Principal Balances of the related Group I Subsequent Mortgage Loans and Group II Subsequent Mortgage Loans transferred and assigned to the Trustee Securities Administrator for deposit in the Mortgage Pool related Loan Group on such the related Subsequent Transfer Date and pay such amount to or upon into the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignmentPayment Account; (ii) if If the amount on deposit in the related Group I Pre-Funding Account and Group II Pre-Funding Account (exclusive of investment income) has not been reduced to zero during by the close of business on the date of termination of the Pre-Funding Period, then at the close of business on the day of immediately following the termination of the Pre-Funding Period, the Trustee Securities Administrator shall deposit into the Distribution Payment Account any amounts remaining in the related Group I Pre-Funding Account to be held uninvestedand Group II Pre-Funding Account (exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the related Group I Pre-Funding Accounts Account or Group II Pre-Funding Account or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Group I Pre-Funding Accounts Account or Group II Pre-Funding Account upon the earlier to occur of (A) the day Payment Date immediately following the end of the Pre-Funding Period and (B) the termination of this AgreementIndenture, with any amounts remaining on deposit therein being paid to the Holders of the Certificates Notes then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052006-R4M1” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052006-R4M1” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2005-FFH4, Asset-Backed Pass-Through Certificates, Series 2005-R4FFH4” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2005-FFH4, Asset-Backed Pass-Through Certificates, Series 2005-R4FFH4” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee’s receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) Pay to the Depositor any income and gain realized from the investment of funds in the Pre-Funding Accounts; (iv) To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2002-FF4, Asset-Backed Pass-Through Certificates, Series 20052002-R4” FF4" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2002- FF4, Asset-Backed Pass-Through Certificates, Series 20052002-R4” FF4" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Pre- Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Pre- Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” W9" (the “"Group I Pre-Pre- Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” W9" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company[Trustee], as Trustee and Supplemental Interest Trust Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005-R4INABS 20__-[ ]” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company[Trustee], as Trustee and Supplemental Interest Trust Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005-R4INABS 20__-[ ]” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. The Trustee shall account for the Pre-Funding Accounts as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) and not as assets of any REMIC created pursuant to this Agreement. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (viii) or (viix) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder holders of the largest Percentage Interest of the Residual Class R Certificates shall be the owner owners of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the pool of Mortgage Pool Loans on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.07 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (viv) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates Certificateholders then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2002-3, Asset-Backed Pass-Through Certificates, Series 20052002-R4” 3" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2002- 3, Asset-Backed Pass-Through Certificates, Series 20052002-R4” 3" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages 109 or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Master Servicer shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account and the Group II Pre-Funding Account shall be transferred to the Group I Interest Coverage Account and the Group II Interest Coverage Account, as applicable, at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Distribution Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-At no time will the Pre- Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2004-FFH3, Asset-Backed Pass-Through Certificates, Series 20052004-R4” FFH3" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2004-FFH3, Asset-Backed Pass-Through Certificates, Series 20052004-R4” FFH3" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2005-2, Asset-Backed Pass-Through Certificates, Series 2005-R42” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2005-2, Asset-Backed Pass-Through Certificates, Series 2005-R42” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Master Servicer shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account and the Group II Pre-Funding Account shall be transferred to the Depositor or its designee, as applicable, at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Distribution Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” R12" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” R12" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005SPMD 2004-R4” B." (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005SPMD 2004-R4” B." (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (viii) or (viix) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the pool of Mortgage Pool Loans on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2004-1, Asset-Backed Pass-Through Certificates, Series 20052004-R4” 1" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2004-1, Asset-Backed Pass-Through Certificates, Series 20052004-R4” 1" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Pre- Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Master Servicer shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account and the Group II Pre-Funding Account shall be transferred to the Depositor or its designee, as applicable, at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Distribution Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee and Supplemental Interest Trust Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005INABS 2006-R4E” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee and Supplemental Interest Trust Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005INABS 2006-R4E” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. The Trustee shall account for the Pre-Funding Accounts as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) and not as assets of any REMIC created pursuant to this Agreement. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (viii) or (viix) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. Any income earned on deposits in the Pre-Funding Accounts shall be deposited into the related Interest Coverage Account. For federal income tax purposes, the holder holders of the largest Percentage Interest of the Residual Class R Certificates shall be the owner owners of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the pool of Mortgage Pool Loans on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.07 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (viv) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates Certificateholders then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2004-FFH2, Asset-Backed Pass-Through Certificates, Series 20052004-R4” FFH2" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2004-FFH2, Asset-Backed Pass-Through Certificates, Series 2005-R4” 2004- FFH2" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows:: 120 (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two three segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Pre- Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders Holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” 11" (the “"Group I Pre-Funding Account”) and "); (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders Holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” 11" (the “"Group II Pre-Funding Account”") and (iii) "Group III Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered Holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2003-11" (the "Group III Pre-Funding Account"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or Amount, the Original Group II Pre-Funding AccountAmount or the Original Group III Pre-Funding Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Pre- Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from directed by the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder Holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the Interest Coverage Account (as specified in Section 4.08) on the Business Day immediately preceding each Distribution Date. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall will not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.10 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account (to be held uninvested) any amounts remaining in the Pre-Funding Account Account, net of any gain realized from the investment of funds on deposit therein to be held uninvestedthe extent not previously paid to the Interest Coverage Account, for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two three segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Pre- Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders Holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” 12" (the “"Group I Pre-Funding Account”) and "); (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders Holders of Ameriquest Mortgage Securities Inc., Asset- Backed Pass-Through Certificates, Series 2003-12" (the "Group II Pre-Funding Account") and (iii) "Group III Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered Holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” 12" (the “"Group II III Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or Amount, the Original Group II Pre-Funding AccountAmount or the Original Group III Pre-Funding Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from directed by the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder Holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the Interest Coverage Account (as specified in Section 4.08) on the Business Day immediately preceding each Distribution Date. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Pre- Funding Accounts shall will not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.10 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account (to be held uninvested) any amounts remaining in the Pre-Funding Account Account, net of any gain realized from the investment of funds on deposit therein to be held uninvestedthe extent not previously paid to the Interest Coverage Account, for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2003-3, Asset-Backed Pass-Through Certificates, Series 20052003-R4” 3" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2003- 3, Asset-Backed Pass-Through Certificates, Series 20052003-R4” 3" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Master Servicer shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account and the Group II Pre-Funding Account shall be transferred to the Group I Interest Coverage Account and the Group II Interest Coverage Account, as applicable, at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Distribution Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-At no time will the Pre- Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest Mortgage Securities Inc.Soundview Home Loan Trust 2005-1, Asset-Backed Pass-Through Certificates, Series 2005-R4” 1" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest Mortgage Securities Inc.Soundview Home Loan Trust 2005-1, Asset-Backed Pass-Through Certificates, Series 2005-R4” 1" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding 119 Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to To distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; (iv) To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee and Supplemental Interest Trust Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005INABS 2006-R4B” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee and Supplemental Interest Trust Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005INABS 2006-R4B” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. The Trustee shall account for the Pre-Funding Accounts as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) and not as assets of any REMIC created pursuant to this Agreement. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (viii) or (viix) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder holders of the largest Percentage Interest of the Residual Class R Certificates shall be the owner owners of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the pool of Mortgage Pool Loans on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.07 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (viv) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates Certificateholders then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2003-5, Asset-Backed Pass-Through Certificates, Series 20052003-R4” 5" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2003-5, Asset-Asset- Backed Pass-Through Certificates, Series 20052003-R4” 5" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Master Servicer shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account and the Group II Pre-Funding Account shall be transferred to the Group I Interest Coverage Account and the Group II Interest Coverage Account, as applicable, at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Distribution Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Wxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2003-1, Asset-Backed Pass-Through Certificates, Series 20052003-R4” 1" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Wxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2003- 1, Asset-Backed Pass-Through Certificates, Series 20052003-R4” 1" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Master Servicer shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account and the Group II Pre-Funding Account shall be transferred to the Group I Interest Coverage Account and the Group II Interest Coverage Account, as applicable, at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Distribution Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-At no time will the Pre- Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series INABS 2005-R4” B" (the “Group "GROUP I PrePRE-Funding Account”FUNDING ACCOUNT") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series INABS 2005-R4” B" (the “Group "GROUP II PrePRE-Funding Account”FUNDING ACCOUNT"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (viii) or (viix) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the pool of Mortgage Pool Loans on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.07 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to distribute to the applicable Interest Coverage Account any income and gain realized from the investment of funds in the related Pre-Funding Account; (iv) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates Certificateholders then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Indenture Trustee shall establish and maintain two on behalf of itself one or more segregated non-interest bearing trust accounts that are each Eligible Accountsaccounts, which shall be Eligible Accounts, titled (i) “"Group I Pre-Funding Account, Deutsche The Bank National of New York Trust Company, N.A., as Indenture Trustee for the registered holders of Ameriquest Mortgage Securities Inc., AssetGMACM Home Equity Loan Trust 2006-Backed Pass-Through Certificates, Series 2005-R4” HE5" (the “"Group I Pre-Funding Account”") and (ii) “one or more segregated trust accounts, which shall be Eligible Accounts, titled "Group II Pre-Funding Account, Deutsche The Bank National of New York Trust Company, N.A., as Indenture Trustee for the registered holders of Ameriquest Mortgage Securities Inc., AssetGMACM Home Equity Loan Trust 2006-Backed Pass-Through Certificates, Series 2005-R4” HE5" (the “"Group II Pre-Funding funding Account”"). The Trustee shallNotwithstanding anything herein to the contrary, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein Accounts shall not be an asset of any REMIC. To the Original Group I Pre-Funded Amount or extent that the Original Group II Pre-Funding AccountAccounts constitute a reserve fund for federal income tax purposes, (1) they shall be an outside reserve fund and not an asset any REMIC, (2) they shall be owned by GMACM, as applicable, remitted on the Closing Date Seller and (3) amounts transferred any REMIC to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by treated as transferred to GMACM, as Seller, or any successor, all within the Trustee for meaning of Section 1.860G-2(h) of the Certificateholders for Treasury Regulations. On the uses and purposes set forth herein. (b) The Trustee Closing Date, GMACM shall invest funds deposited in deposit into the Pre-Funding Accounts in Permitted Investments an amount equal to the related Original Pre-Funded Amount from the proceeds of the kind described in clauses (i), (v) or (vi) sale of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding Securities. On each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee shall in writing to withdraw from the related Group I Pre-Funding Account an amount equal to 100% the aggregate Principal Balance as of the Stated Principal Balances related Subsequent Cut-Off Date of the Subsequent Mortgage Loans transferred and assigned relating to Loan Group I to be sold to the Trustee for deposit in the Mortgage Pool Trust on such Subsequent Transfer Date and purchased with funds on deposit in the Group I Pre-Funding Account, and to pay such amount to or upon the order of the Depositor GMACM upon satisfaction of the conditions set forth in Section 2.09 this Agreement, in the Purchase Agreement and in the related Subsequent Transfer Agreement with respect thereto. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Group II Pre-Funding Account an amount equal to the aggregate Principal Balance as of the related Subsequent Cut-Off Date of the Subsequent Mortgage Loans relating to Loan Group II to be sold to the Trust on such transfer Subsequent Transfer Date and assignment; (ii) if the amount purchased with funds on deposit in the Group II Pre-Funding Account, and to pay such amount to or upon the order of GMACM upon satisfaction of the conditions set forth in this Agreement, in the Purchase Agreement and in the related Subsequent Transfer Agreement with respect thereto. (b) If the Pre-Funded Amount in the Group I Pre-Funding Account has not been reduced to zero during at the Funding Period, close of business on the last day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Period, after giving effect to any withdrawal therefrom on such day, any remaining Pre-Funded Amount in the Group I Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to shall be deposited in the Note Payment Account and applied as a principal distribution on the Class I-A-1 Notes on the next succeeding Payment Date in accordance with the terms of the Indenture. If the Pre-Funded Amount in the Group II Pre Funding Account has not been reduced to zero at the close of business on the last day of the Pre Funding Period, after giving effect to any withdrawal therefrom on such day, any remaining Pre Funded Amount in the Group II Pre-Funding Account shall be deposited in the Note Payment Account and applied as a principal distribution on the Class II-A-1 and Class II-A-2 Notes on the next succeeding Payment Date in accordance with the terms of the Indenture. (c) The Servicer may cause the institution maintaining the Pre-Funding Accounts or deposited to invest any funds therein in error; Permitted Investments having a maturity of up to 90 days or maturing or otherwise available not later than the Business Day preceding the related Payment Date on which funds are scheduled to be withdrawn to purchase Subsequent Mortgage Loans; provided, that any investment in an obligation of the institution with which the Pre-Funding Accounts is maintained may mature on or before 10:30 a.m., New York time, on such Payment Date; and provided further, that no such investment may be sold or disposed of prior to maturity. In addition, no such Permitted Investment shall be purchased at a price in excess of par. Notwithstanding the foregoing, in the event investment earnings have not matured on any Payment Date, the amount of such earnings accrued as of such Payment Date shall be advanced by the Servicer for deposit into the Note Payment Account (iv) to distribute which advance shall be reimbursed to the Interest Coverage Account Servicer from such investment earnings at maturity). At any income and gain realized from time when the investment of funds in Indenture Trustee is maintaining the Pre-Funding Accounts; and (v) , any request by the Servicer to clear invest funds on deposit therein shall be in writing, delivered to the Indenture Trustee at or before 10:30 a.m., New York time, if such investment is to be made on such day. The Servicer shall certify that the requested investment is a Permitted Investment maturing at or prior to the time required hereby. Any such investment shall be registered in the name of the Indenture Trustee or its nominee, and terminate to the extent that any such investment is certificated, such investment shall be maintained with the Indenture Trustee at its Corporate Trust Office. All net income or other gain received from any such investment shall be deposited into or credited to the Note Payment Account, and may be withdrawn therefrom in accordance with Section 3.05 of the Indenture. In no event shall the Indenture Trustee be liable for any investment losses on Permitted Investments held in or credited to the Pre-Funding Accounts upon Accounts, provided that such investments are made in accordance with the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination provisions of this Agreement, with any amounts remaining on deposit therein being paid to Agreement and the Holders of Indenture Trustee is not the Certificates then entitled to distributions in respect of principalobligor under the Permitted Investment.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee and Supplemental Interest Trust Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005INABS 2006-R4D” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee and Supplemental Interest Trust Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005INABS 2006-R4D” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. The Trustee shall account for the Pre-Funding Accounts as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) and not as assets of any REMIC created pursuant to this Agreement. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (viii) or (viix) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. Any income earned on deposits in the Pre-Funding Accounts shall be deposited into the related Interest Coverage Account. For federal income tax purposes, the holder holders of the largest Percentage Interest of the Residual Class R Certificates shall be the owner owners of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the pool of Mortgage Pool Loans on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.07 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (viv) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates Certificateholders then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee Trust Administrator shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Bankers Trust CompanyCompany of California, N.A., as Trustee Trust Administrator for the benefit of First Union National Bank, as Trustee, for the registered holders of Ameriquest Long Beach Mortgage Securities Inc.Loan Trust 2001-4, Asset-Backed Pass-Through Certificates, Series 20052001-R4” 4" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Bankers Trust CompanyCompany of California, N.A., as Trustee Trust Administrator for the benefit of First Union National Bank, as Trustee, for the registered holders of Ameriquest Long Beach Mortgage Securities Inc.Loan Trust 2001-4, Asset-Backed Pass-Through Certificates, Series 20052001-R4” 4" (the “"Group II Pre-Funding Account”"), respectively. The Trustee Trust Administrator shall, promptly upon receipt, deposit in the applicable Group I Pre-Funding Account and retain therein the Original Group I Original Pre-Funded Amount or and deposit in the Original Group II Pre-Funding AccountAccount and retain therein the Group II Original Pre-Funded Amount, as applicablein each case, remitted on the Closing Date to the Trustee Trust Administrator by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held by the Trust Administrator, as agent for the Trustee, in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall Trust Administrator will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trust Administrator or its Affiliate manages or advises such investment, (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trust Administrator or its Affiliate manages or advises such investment or (iii) within one Business Day of the Trust Administrator's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Master Servicer shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets an asset of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in each of the Pre-Funding Accounts shall be withdrawn by the Trustee Trust Administrator as follows: (i) on On any Subsequent Transfer Date, the Trustee Trust Administrator shall withdraw from the related such Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the related Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool Trust Fund on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.07 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related such Pre-Funding Account (exclusive of investment income) has not been reduced to zero during the related Pre-Funding Period, on the day of immediately following the termination of the such Pre-Funding Period, the Trustee Trust Administrator shall deposit into the Distribution Account any amounts remaining in the such Pre-Funding Account to be held uninvested(exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the such Pre-Funding Accounts Account or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income To clear and gain realized from the investment of funds in the terminate such Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts Account upon the earlier to occur of (A) the day Distribution Date immediately following the end of the related Pre-Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal; and (v) To distribute to the Master Servicer, as the designee of the Depositor, any income and gain realized from the investment of funds in such Pre-Funding Account; Withdrawals pursuant to clauses (i), (ii), (iii) and (iv) shall be treated as contributions of cash to REMIC 0A or REMIC 0B, as the case may be, on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” W10" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” W10" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain two segregated non-interest bearing trust accounts that are each which at all times shall be Eligible Accounts, which Accounts and shall be titled (i1) “Group I Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, as Trustee N.A., in trust for the registered holders of Ameriquest Deutsche Alt-A Securities Mortgage Securities Inc.Loan Trust, AssetSeries 2007-Backed AR3, Mortgage Pass-Through Certificates, Series 2005-R4” (the “Group I Pre-Funding Account”) and (ii2) “Group II Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, as Trustee N.A., in trust for the registered holders of Ameriquest Deutsche Alt-A Securities Mortgage Securities Inc.Loan Trust, AssetSeries 2007-Backed AR3, Mortgage Pass-Through Certificates, Series 2005-R4” (the “Group II Pre-Funding Account”). The Trustee Securities Administrator shall, promptly upon receipt, deposit in the applicable related Pre-Funding Account and retain therein the applicable Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the a Pre-Funding Accounts Account shall be held in trust by the Trustee for the related Certificateholders and the Group I Senior Certificate Insurer (with respect to funds related to Group I) for the uses and purposes set forth herein. (b) The Trustee shall Securities Administrator will invest funds deposited in the a Pre-Funding Accounts Account only as directed in writing by the Depositor (and such amounts shall not be invested if no direction is received by the Securities Administrator) in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Securities Administrator or an Affiliate manages or advises such investment, (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Securities Administrator or an Affiliate manages or advises such investment or (iii) within one (1) Business Day of the Securities Administrator’s receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable related Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will a Pre-Funding Accounts shall not Account be assets an asset of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the a Pre-Funding Accounts Account shall be withdrawn by the Trustee Securities Administrator as follows: (i) on On any Subsequent Transfer Date, the Trustee Securities Administrator shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the related Subsequent Mortgage Loans as of the Subsequent Cut-Off Date, transferred and assigned to the Trustee for deposit in the Mortgage Pool Trust Fund on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.6 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related a Pre-Funding Account (exclusive of any investment income therein) has not been reduced to zero during the Pre-Funding Period, on the day of Distribution Date immediately following the termination of the Pre-Funding Period, the Trustee Securities Administrator shall deposit into the Distribution Account any amounts remaining in the such Pre-Funding Account to be held uninvested(exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the a Pre-Funding Accounts Account or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income To clear and gain realized from the investment of funds in the terminate a Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts Account upon the earlier to occur of (A) the day Distribution Date immediately following the end of the related Pre-Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the related Senior Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC I on the date of withdrawal. Section 3.27 [Reserved].

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest GreenPoint Mortgage Securities Inc.Funding Trust 2005-HY1, Asset-Backed Pass-Through Certificates, Series 2005-R4HY1” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest GreenPoint Mortgage Securities Inc.Funding Trust 2005-HY1, Asset-Backed Pass-Through Certificates, Series 2005-R4HY1” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee’s receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to To distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; (iv) To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005SPMD 2004-R4” C" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005SPMD 2004-R4” C" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (viii) or (viix) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the pool of Mortgage Pool Loans on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two three segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052002-R4” 4" (the “"Group I Pre-Funding Account”"), "Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset- Backed Pass-Through Certificates, Series 2002-4" (the "Group II Pre-Funding Account") and (ii) “"Group II III Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052002-R4” 4" (the “"Group II III Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or Amount, the Original Group III Pre-Funding Account and the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from directed by the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the applicable Interest Coverage Account (as specified in Section 4.08) on the Business Day immediately preceding each Distribution Date. The Master Servicer shall deposit in the applicable Pre-Pre- Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Pre- Funding Accounts shall will not be assets an asset of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.10 with respect to such transfer and assignment;; 121 (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the related Pre-Funding Account Account, net of any gain realized from the investment of funds on deposit therein to be held uninvestedthe extent not previously paid to the related Interest Coverage Account, for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Group I Interest Coverage Account, the Group II Interest Coverage Account or the Group III Interest Coverage Account, as applicable, any income and gain realized from the investment of funds in the Group I Pre-Funding AccountsAccount, the Group II Pre-Funding Account or the Group III Pre-Funding Account, as applicable; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Pre- Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” W7" (the “"Group I Pre-Pre- Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” W7" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust CompanyWells Fargo Bank, as Trustee N.A., xx xrustee for the registered holders of Ameriquest Citigroup Mortgage Securities Inc.Loan Trust, AssetSeries 2004-OPT1, Asset Backed Pass-Through Certificates, Series 2005-R4” " (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust CompanyWells Fargo Bank, as Trustee N.A., xx xrustee for the registered holders of Ameriquest Citigroup Mortgage Securities Inc.Loan Trust, AssetSeries 2004-OPT1, Asset Backed Pass-Through Certificates, Series 2005-R4” " (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I 126 Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal. 127

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee and Supplemental Interest Trust Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005INABS 2007-R4A” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee and Supplemental Interest Trust Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005INABS 2007-R4A” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. The Trustee shall account for the Pre-Funding Accounts as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) and not as assets of any REMIC created pursuant to this Agreement. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (viii) or (viix) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. Any income earned on deposits in the Pre-Funding Accounts shall be deposited into the related Interest Coverage Account. For federal income tax purposes, the holder holders of the largest Percentage Interest of the Residual Class R Certificates shall be the owner owners of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the pool of Mortgage Pool Loans on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.07 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (viv) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates Certificateholders then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series INABS 2005-R4A” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series INABS 2005-R4A” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (viii) or (viix) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the pool of Mortgage Pool Loans on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Pre- Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” W7" (the “"Group I Pre-Pre- Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” W7" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.10 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts[reserved]; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two with itself one or more segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Norwest Bank National Trust CompanyMinnesota, N.A., as Trustee trustee for the registered holders of Ameriquest Southern Pacific Secured Assets Corp., Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 20051997-R4” 2" (the “"Group I Pre-Funding Account”") and (ii) “one or more segregated trust accounts that are Eligible Accounts, which shall be titled "Group II Pre-Funding Account, Deutsche Norwest Bank National Trust CompanyMinnesota, N.A., as Trustee trustee for the registered holders of Ameriquest Southern Pacific Secured Assets Corp., Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 20051997-R4” 2" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit (a) in the applicable Group I Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original with respect to Loan Group II Pre-Funding Account, as applicable, I remitted on the Closing Date to the Trustee by the DepositorCompany and (b) in the Group II Pre-Funding Account and retain therein the Original Pre-Funded Amount with respect to Loan Group II remitted on the Closing Date to the Trustee by the Company. Funds deposited in the Group I Pre-Funding Accounts Account shall be held in trust by the Trustee for the Certificateholders Holders of the Group I Certificates for the uses and purposes set forth herein. (b) The . Funds deposited in the Group II Pre-Funding Account shall be held in trust by the Trustee for the Holders of the Group II Certificates for the uses and purposes set forth herein. If the Trustee shall not have received an investment direction from the Company, the Trustee will invest funds deposited in the Pre-Funding PreFunding Accounts in Permitted Investments of the kind described in clauses clause (i), (v) or (vid) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, Investments with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Company shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer Company shall deposit in the applicable related Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (cb) Amounts on deposit in the Group I Pre-Funding Accounts Account shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool Loan Group I on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor Company upon satisfaction of the conditions set forth in Section 2.09 2.07(b) with respect to such transfer and assignment;; and (ii) if If the amount on deposit in the related Group I Pre-Funding Account Funded Amount has not been reduced to zero during the Funding Period, on the day of Master Servicer Remittance Date immediately prior to the termination of the Funding PeriodDistribution Date occurring in July 1997, the Trustee shall deposit into the Distribution Group I Certificate Account any amounts remaining in the Group I Pre-Funding Account. (c) Amounts on deposit in the Group II Pre-Funding Account to shall be held uninvested;withdrawn by the Trustee as follows: (iiii) to On any Subsequent Transfer Date, the Trustee shall withdraw any amount not required to be deposited in from the Group II Pre-Funding Accounts or deposited therein in error; (iv) Account an amount equal to distribute 100% of the Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Interest Coverage Account any income Trustee for Loan Group II on such Subsequent Transfer Date and gain realized from pay such amount to or upon the investment order of funds the Company upon satisfaction of the conditions set forth in the Pre-Funding AccountsSection 2.07(b) with respect to such transfer and assignment; and (vii) If the Group II Pre-Funded Amount has not been reduced to clear and terminate zero during the Funding Period, on the Master Servicer Remittance Date immediately prior to the Distribution Date occurring in July 1997, the Trustee shall deposit into the Group II Certificate Account any amounts remaining in the Group II Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principalAccount.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two with itself one or more segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Norwest Bank National Trust CompanyMinnesota, N.A., as Trustee trustee for the registered holders of Ameriquest Southern Pacific Secured Assets Corp., Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 20051997-R4” 4" (the “"Group I Pre-Funding Account”") and (ii) “one or more segregated trust accounts that are Eligible Accounts, which shall be titled "Group II III Pre-Funding Account, Deutsche Norwest Bank National Trust CompanyMinnesota, N.A., as Trustee trustee for the registered holders of Ameriquest Southern Pacific Secured Assets Corp., Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 20051997-R4” 4" (the “"Group II III Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit (a) in the applicable Group I Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original with respect to Loan Group II Pre-Funding Account, as applicable, I remitted on the Closing Date to the Trustee by the DepositorCompany and (b) in the Group III Pre-Funding Account and retain therein the Original Pre-Funded Amount with respect to Loan 113 Group III remitted on the Closing Date to the Trustee by the Company. Funds deposited in the Group I Pre-Funding Accounts Account shall be held in trust by the Trustee for the Certificateholders Holders of the Group I Certificates and the Certificate Insurer for the uses and purposes set forth herein. (b) The . Funds deposited in the Group III Pre-Funding Account shall be held in trust by the Trustee for the Holders of the Group III Certificates and the Certificate Insurer for the uses and purposes set forth herein. If the Trustee shall not have received an investment direction from the Company, the Trustee will invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses clause (i), (v) or (vid) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, Investments with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Company shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account shall be transferred to the Group I Interest Coverage Account on the Business Day immediately preceding each Distribution Date. All income and gain realized from investment of funds deposited in the Group III Pre-Funding Account shall be transferred to the Group III Interest Coverage Account. The Master Servicer Company shall deposit in the applicable related Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (cb) Amounts on deposit in the Group I Pre-Funding Accounts Account shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans as of the related Subsequent Cut-off Date transferred and assigned to the Trustee for deposit in the Mortgage Pool Loan Group I on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor Company upon satisfaction of the conditions set forth in Section 2.09 2.10(b) with respect to such transfer and assignment;; and (ii) if If the amount on deposit in the related Group I Pre-Funding Account Funded Amount has not been reduced to zero during the Funding Period, on the day of Master Servicer Remittance Date immediately prior to the termination of the Funding PeriodDistribution Date occurring in January 1998, the Trustee shall deposit into the Distribution Group I Certificate Account any amounts remaining in the Group I Pre-Funding Account. (c) Amounts on deposit in the Group III Pre-Funding Account to shall be held uninvested;withdrawn by the Trustee as follows: (iiii) to On any Subsequent Transfer Date, the Trustee shall withdraw any amount not required to be deposited in from the Group III Pre-Funding Accounts or deposited therein in error; (iv) Account an amount equal to distribute 100% of the Principal Balances of the Subsequent Mortgage Loans as of the Subsequent Cut-off Date transferred and assigned to the Interest Coverage Account any income Trustee for Loan Group III on such Subsequent Transfer Date and gain realized from pay such amount to or upon the investment order of funds the Company upon satisfaction of the conditions set forth in the Pre-Funding AccountsSection 2.10(b) with respect to such transfer and assignment; and (vii) If the Group III Pre-Funded Amount has not been reduced to clear and terminate zero during the Funding Period, on the Master Servicer Remittance Date immediately prior to the Distribution Date occurring in January 1998, the Trustee shall deposit into the Group III Certificate Account any amounts remaining in the Group III Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principalAccount.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee Trust Administrator shall establish establish, as agent for the Trustee, and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bankers Trust Company of California. N.A. as agent for the U.S. Bank National Trust CompanyAssociation, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052002-R4” 1" (the “"Group I Pre-Pre- Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bankers Trust Company of California. N.A. as agent for U.S. Bank National Trust CompanyAssociation, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052002-R4” 1" (the “"Group II Pre-Funding Account”"). The Trustee Trust Administrator shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee Trust Administrator by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee Trust Administrator for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall Trust Administrator will invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from directed by the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Interest Coverage Account on the Business Day immediately preceding each Distribution Date. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such 112 loss without any right of reimbursement therefor. The Pre-Funding Accounts shall will not be assets an asset of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee Trust Administrator as follows: (i) on On any Subsequent Transfer Date, the Trustee Trust Administrator shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.10 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee Trust Administrator shall deposit into the Distribution Account any amounts remaining in the related Pre-Funding Account Account, net of any gain realized from the investment of funds on deposit therein to be held uninvestedthe extent not previously paid to the Interest Coverage Account, for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Group I Interest Coverage Account or the Group II Interest Coverage Account, as applicable, any income and gain realized from the investment of funds in the Group I Pre-Funding AccountsAccount or the Group II Pre-Funding Account, as applicable; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee Trust Administrator shall establish establish, as agent for the Trustee, and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust CompanyCompany as agent for the U.S. Bank National Association, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052002-R4” 2" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust CompanyCompany as agent for U.S. Bank National Association, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052002-R4” 2" (the “"Group II Pre-Funding Account”"). The Trustee Trust Administrator shall, promptly upon receipt, deposit in the applicable Pre-Pre- Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee Trust Administrator by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee Trust Administrator for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall Trust Administrator will invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from directed by the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Interest Coverage Account on the Business Day immediately preceding each Distribution Date. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall will not be assets an asset of any Trust REMIC.. 111 (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee Trust Administrator as follows: (i) on On any Subsequent Transfer Date, the Trustee Trust Administrator shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.10 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee Trust Administrator shall deposit into the Distribution Account any amounts remaining in the related Pre-Funding Account Account, net of any gain realized from the investment of funds on deposit therein to be held uninvestedthe extent not previously paid to the Interest Coverage Account, for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Group I Interest Coverage Account or the Group II Interest Coverage Account, as applicable, any income and gain realized from the investment of funds in the Group I Pre-Funding AccountsAccount or the Group II Pre-Funding Account, as applicable; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee and Supplemental Interest Trust Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005INABS 2007-R4B” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee and Supplemental Interest Trust Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series 2005INABS 2007-R4B” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. The Trustee shall account for the Pre-Funding Accounts as outside reserve funds within the meaning of Treasury Regulation Section 1.860G-2(h) and not as assets of any REMIC created pursuant to this Agreement. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (viii) or (viix) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. Any income earned on deposits in the Pre-Funding Accounts shall be deposited into the related Interest Coverage Account. For federal income tax purposes, the holder holders of the largest Percentage Interest of the Residual Class R Certificates shall be the owner owners of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the pool of Mortgage Pool Loans on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.07 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (viv) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates Certificateholders then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest EquiFirst Mortgage Securities Inc.Loan Trust 2004-2, Asset-Backed Pass-Through Certificates, Series 20052004-R4” 2" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest EquiFirst Mortgage Securities Inc.Loan Trust 2004-2, Asset-Asset- Backed Pass-Through Certificates, Series 20052004-R4” 2" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2004-3, Asset-Backed Pass-Through Certificates, Series 20052004-R4” 3" (the “"Group I Pre-Pre- 116 Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust CompanyWxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2004-3, Asset-Backed Pass-Through Certificates, Series 20052004-R4” 3" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Master Servicer shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account and the Group II Pre-Funding Account shall be transferred to the Depositor or its designee, as applicable, at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Distribution Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “titled, "Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee Trustee, in trust for the registered holders Holders of Ameriquest Mortgage Securities Inc., AssetSeries 2002-Backed Pass-Through Certificates, Series 2005-R4” D" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee Trustee, in trust for the registered holders Holders of Ameriquest Mortgage Securities Inc., AssetSeries 2002-Backed Pass-Through Certificates, Series 2005-R4” D" (the “"Group II Pre-Pre- Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Original Pre-Funded Amount or and the Original Group II Original Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, 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 or an Affiliate of the Trustee manages or advises such investment. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account and the Group II Pre-Funding Account shall be transferred to the Group I Interest Coverage Account and the Group II Interest Coverage Account, as applicable, at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Distribution Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets an asset of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts amount remaining in the Pre-Pre- Funding Account to be held uninvestedAccounts (exclusive of any investment income) for distribution in accordance with the terms hereof; (iii) to The Trustee shall withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to The Trustee shall clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iv) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2004-FFH4, Asset-Backed Pass-Through Certificates, Series 20052004-R4” FFH4" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2004-FFH4, Asset-Backed Pass-Through Certificates, Series 20052004-R4” FFH4" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer 117 Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to To distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; (iv) To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain two a segregated nontrust account or sub-interest bearing account of a trust accounts that are each Eligible Accountsaccount, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank Xxxxx Fargo Bank, National Trust CompanyAssociation, as Trustee securities administrator for the registered benefit of holders of Ameriquest Mortgage Bear Xxxxxxx Asset Backed Securities Inc.I LLC, Asset-Backed Pass-Through Certificates, Series 2005-R4AC7” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4” (the “Group II Pre-Funding Account”). The Trustee Pre-Funding Account shall be an Eligible Account or a sub account of an Eligible Account. The Securities Administrator shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, Amount remitted on the Closing Date to the Trustee Securities Administrator by the Depositor. Funds deposited in the Pre-Funding Accounts Account shall be held in trust by the Trustee Securities Administrator for the Certificateholders Holders of the Certificates for the uses and purposes set forth herein. (b) The Trustee Securities Administrator shall invest funds deposited in the Pre-Funding Accounts Account as directed by the Depositor or its designee in writing in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement (or, if no written direction is received by the Securities Administrator from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor or its designee shall be the owner of the Pre-Funding Accounts Account and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the Interest Coverage Account on the Business Day immediately preceding each Distribution Date. Such transferred funds shall not constitute income and gain for purposes of Section 5.10(b) hereof. The Master Servicer Depositor or its designee shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not Account be assets an asset of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts Account shall be withdrawn by the Trustee Securities Administrator as follows: (i) on On any Subsequent Transfer Date, the Trustee Securities Administrator shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Scheduled Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool Trust Fund on such Subsequent Transfer Date and pay remit (a) such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignmentDepositor; (ii) if If the amount on deposit in the related Pre-Funding Account (exclusive of investment income) has not been reduced to zero during by the close of business on the date of termination of the Pre-Funding Period, then at the close of business on the day of the termination of the Funding Periodsuch date, the Trustee Securities Administrator shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested(exclusive of investment income) for distribution in accordance with Section 6.01; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts Account or deposited therein in error;; and (iv) Upon the earliest of (i) the reduction of the Current Principal Amounts of the Certificates to distribute zero or (ii) the termination of this Agreement in accordance with Section 10.01, to the Interest Coverage Account withdraw any income and gain realized from the investment of funds amount remaining on deposit in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid Account for payment to the Holders of the Certificates related Certificateholders then entitled to distributions in respect of principalprincipal until the Current Principal Amount of the Certificates has been reduced to zero, and any remaining amount to the Depositor. Withdrawals pursuant to clauses (i), (ii) and (iv) shall be treated as contributions of cash to REMIC II on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee for the registered holders of Ameriquest Mortgage Securities Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4WCW1” (the “Group I Pre-Funding Account”) and ), (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee for the registered holders of Ameriquest Mortgage Securities Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4WCW1” (the “Group II Pre-Funding Account”) and (ii) “Group III Pre-Funding Account, Xxxxx Fargo Bank, N.A., as Trustee for the registered holders of Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2005-WCW1” (the “Group III Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount, the Original Group II Pre-Funded Amount or the Original Group II III Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer Seller shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest Mortgage Securities Inc.Soundview Home Loan Trust 2005-4, Asset-Backed Pass-Through Certificates, Series 2005-R44” (the “Group I Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee trustee for the registered holders of Ameriquest Mortgage Securities Inc.Soundview Home Loan Trust 2005-4, Asset-Backed Pass-Through Certificates, Series 2005-R44” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee’s receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of Business Day immediately preceding the Distribution Date immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) To pay to the Depositor any income and gain realized from the investment of funds in the Pre-Funding Accounts; (iv) To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two with itself one or more segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Norwest Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Mortgage Securities Inc., Life Bank Asset-Backed Pass-Through Certificates, Series 20051998-R4” 1" (the “"Group I Pre-Funding Account”") and (ii) “one or more segregated trust accounts that are Eligible Accounts, which shall be titled "Group II Pre-Funding Account, Deutsche Norwest Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Mortgage Securities Inc., Life Bank Asset-Backed Pass-Through Certificates, Series 20051998-R4” 1" (the “"Group II Pre-Funding Account”"). Such Pre-Funding Accounts shall not be an asset of either REMIC I or REMIC II. The Trustee shall, promptly upon receipt, deposit (a) in the applicable Group I Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, Amount with respect to the Fixed Rate Pool remitted on the Closing Date to the Trustee by from the Depositorsale of the Certificates and (b) in the Group II Pre-Funding Account and retain therein the Original Pre-Funding Amount with respect to the Adjustable Rate Pool remitted on the Closing Date to the Trustee from the sale of the Certificates. Funds deposited in the Group I Pre-Funding Accounts Account shall be held in trust by the Trustee for the Certificateholders Holders of the Group I Certificates and the Certificate Insurer for the uses and purposes set forth herein. (b) The . Funds deposited in the Group II Pre-Funding Account shall be held in trust by the Trustee for the Holders of the Group II Certificates and the Certificate Insurer for the uses and purposes set forth herein. If the Trustee shall not have received an investment direction from the Servicer, the Trustee will invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses clause (i), (v) or (vid) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, Investments with a maturity date no later than the second Business Day preceding each Distribution Determination Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Transferor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer Transferor shall deposit in the applicable related Pre-Funding Account the amount of any 105 net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (cb) Amounts on deposit in the Group I Pre-Funding Accounts Account shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account an amount equal to one hundred percent (100% %) of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Fixed Rate Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor Transferor upon satisfaction of the conditions set forth in Section 2.09 2.7(b) with respect to such transfer and assignment; (ii) if On each Determination Date, to deposit the amount on deposit in investment earnings thereon into the related Group I Certificate Account; and (iii) If the Group I Pre-Funding Account Amount has not been reduced to zero during the Funding Period, on the day Determination Date immediately following the end of the termination of the Group I Pre-Funding Period, the Trustee shall deposit into the Distribution Group I Certificate Account any amounts remaining in the Group I Pre-Funding Account. (c) Amounts on deposit in the Group II Pre-Funding Account shall be withdrawn by the Trustee as follows: (i) On any Subsequent Transfer Date, the Trustee shall withdraw from the Group II Pre-Funding Account an amount equal to be held uninvestedone hundred percent (100%) of the Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for the Adjustable Rate Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Transferor upon satisfaction of the conditions set forth in Section 2.7(b) with respect to such transfer and assignment; (ii) On each Determination Date, to deposit the investment earnings thereon into the Group II Certificate Account; and (iii) to withdraw any amount not required to be deposited in If the Group II Pre-Funding Accounts or deposited therein in error; (iv) Amount has not been reduced to distribute to zero during the Interest Coverage Account any income and gain realized from Funding Period, on the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Determination Date immediately following the end of the Group II Pre-Funding Period and (B) Period, the termination of this Agreement, with Trustee shall deposit into the Group II Certificate Account any amounts remaining on deposit therein being paid to in the Holders of the Certificates then entitled to distributions in respect of principalGroup II Pre-Funding Account.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee Trust Administrator shall establish and maintain two three segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee Trust Administrator for the registered holders of Ameriquest Mortgage Securities Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” WWF1" (the “"Group I Pre-Funding Account”) and "), (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee Trust Administrator for the registered holders 141 of Ameriquest Mortgage Securities Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 20052004-R4” WWF1" (the “"Group II Pre-Funding Account”") and (iii) "Group III Pre-Funding Account, Xxxxx Fargo Bank, N.A., as Trust Administrator for the registered holders of Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-WWF1" (the "Group III Pre-Funding Account"). The Trustee Trust Administrator shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount Amount, the Original Group II Pre-Funding Account or the Original Group II III Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee Trust Administrator by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee Trust Administrator for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee At the written direction of the Depositor, the Trust Administrator shall invest funds deposited in direct any depository institution maintaining the Pre-Funding Accounts to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trust Administrator or an Affiliate manages or advises such investment, 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 Trust Administrator or an Affiliate manages or advises such investment. If no investment direction of the kind described in clauses (i)Depositor with respect to the Pre-Funding Accounts is received by the Trust Administrator, (v) or the Trust Administrator shall invest the funds pursuant to clause (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Class R Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee Trust Administrator shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee Trust Administrator shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the related Interest Coverage Account any income and gain realized from the investment of funds in the related Pre-Funding AccountsAccount; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Wells Fargo Bank National Trust CompanyMinnesota, Nationax Xxxociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2003-6, Asset-Backed Pass-Through Certificates, Series 20052003-R4” 6" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Wells Fargo Bank National Trust CompanyMinnesota, Nationax Xxxociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2003- 6, Asset-Backed Pass-Through Certificates, Series 20052003-R4” 6" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Master Servicer shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any All income and gain realized from the investment of funds deposited in the Group I Pre-Funding Accounts; and (v) to clear Account and terminate the Group II Pre-Funding Accounts upon Account shall be transferred to the earlier to occur of Depositor or its designee, as applicable, at the following times: (Ai) on the day Business Day immediately following preceding each Distribution Date, if a Person other than the end Trustee or an Affiliate of the Funding Period and (B) Trustee manages or advises such investment, or on each Distribution Date, if the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders Trustee or an Affiliate of the Certificates then entitled to distributions in respect of principal.Trustee manages or advises such investment,

Pre-Funding Accounts. 118 (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2004-FF5, Asset-Backed Pass-Through Certificates, Series 20052004-R4” FF5" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, N.A., as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2004-FF5, Asset-Backed Pass-Through Certificates, Series 2005-R4” 2004- FF5" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and 119 (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders 115 of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2003-FFH2, Asset-Backed Pass-Through Certificates, Series 20052003-R4” FFH2" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest First Franklin Mortgage Securities Inc.Loan Trust 2003-FFH2, Asset-Backed Pass-Through Certificates, Series 20052003-R4” FFH2" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which . The first account shall be titled (i) “"Group I 1 Pre-Funding Account, Deutsche Bank National Trust CompanyWells Fargo Bank, N.A., as Trustee securities administrator, in trust for the registered holders thx xxxistered Holders of Ameriquest Mortgage Securities Inc.ABFC 2006-HE1 Trust, Asset-Asset Backed Pass-Through Funding Corporation Asset Backed Certificates, 168 Series 20052006-R4” (HE1" and the “second account shall be titled "Group I Pre-Funding Account”) and (ii) “Group II 2 Pre-Funding Account, Deutsche Bank National Trust CompanyWells Fargo Bank, N.A., as Trustee securities administrator, in trust for the registered holders txx xxgistered Holders of Ameriquest Mortgage Securities Inc.ABFC 2006-HE1 Trust, Asset-Asset Backed Pass-Through Funding Corporation Asset Backed Certificates, Series 20052006-R4” (the “Group II Pre-Funding Account”). HE1." The Trustee Securities Administrator shall, promptly upon receipt, deposit in the applicable Group 1 Pre-Funding Account and retain therein the Original Group I Pre-1 Pre Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee Securities Administrator by the Depositor. The Securities Administrator shall, promptly upon receipt, deposit in the Group 2 Pre-Funding Account and retain therein the Original Group 2 Pre Funded Amount remitted on the Closing Date to the Securities Administrator by the Depositor. Funds deposited in the each Pre-Funding Accounts Account shall be held in trust by the Trustee Securities Administrator for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee Funds in each Pre-Funding Account may be invested for the benefit of the Depositor in Eligible Investments. Each institution at which the Pre-Funding Accounts are maintained shall invest the funds deposited therein as directed in writing by the Depositor in Eligible Investments, which shall mature not later than the Business Day next preceding the related Pre-Funding Schedule End Date (except that if such Eligible Investment is managed or advised by the Securities Administrator or an Affiliate thereof, then such Eligible Investment shall mature not later than such related Pre-Funding Schedule End Date) and, in each case, shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders. All income and gains net of any losses realized since the preceding Distribution Date from Eligible Investments of funds in the Pre-Funding Accounts shall be for the benefit of the Depositor and the amount of any losses realized in the Pre-Funding Accounts in Permitted respect of any such Eligible Investments of shall promptly be deposited by the kind described Depositor in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution DatePre-Funding Accounts. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the a Pre-Funding Accounts Account shall be withdrawn by the Trustee Securities Administrator as follows: (i) on On any Subsequent Additional Transfer Date, the Trustee Securities Administrator shall withdraw from the related applicable Pre-Funding Account an amount equal to 100% of the Stated aggregate Principal Balances Balance of the Subsequent Additional Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool related Loan Group on such Subsequent Additional Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.04 with respect to such transfer and assignment; (ii) if At the amount on deposit in end of each Pre-Funding Schedule End Date, the Securities Administrator shall withdraw from each Pre-Funding Account the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee Release and shall deposit into such amounts in the Distribution Account any amounts remaining in accordance with the Pre-Funding Account to be held uninvestedterms hereof; (iii) to To withdraw any amount not required to be deposited in the such Pre-Funding Accounts Account or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon On the earlier to occur of (A) the last day immediately following the end of the Pre-Funding Period and (B) the termination of this Agreement, with the Securities Administrator shall deposit into the Distribution Account any amounts then remaining in the Pre-Funding Account, net of investment earnings, which amounts shall be deposited into the Distribution Account and will be included in the Principal Distribution Amount for the immediately following Distribution Date. Withdrawals pursuant to clauses (i), (ii) and (iv) shall be treated as contributions of cash to REMIC 1 on deposit therein being paid to the Holders date of withdrawal. Each of the Certificates then entitled Pre-Funding Accounts shall be an "outside reserve fund" within the meaning of Treasury regulation ss 1.860G-2(h). Each Additional Mortgage Loan acquired by the Trust with funds from the Pre-Funding Accounts shall be acquired pursuant to distributions in respect a fixed price contract within the meaning of principalCode Section 860G(a)(3)(A)(ii).

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “titled, "Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee Trustee, in trust for the registered holders Holders of Ameriquest Mortgage Securities Inc., AssetSeries 2002-Backed Pass-Through Certificates, Series 2005-R4” C" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee Trustee, in trust for the registered holders Holders of Ameriquest Mortgage Securities Inc., AssetSeries 2002-Backed Pass-Through Certificates, Series 2005-R4” C" (the “"Group II Pre-Pre- Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Original Pre-Funded Amount or and the Original Group II Original Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, 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 or an Affiliate of the Trustee manages or advises such investment. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account and the Group II Pre-Funding 91 Account shall be transferred to the Group I Interest Coverage Account and the Group II Interest Coverage Account, as applicable, at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Distribution Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets an asset of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.08 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of any investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts amount remaining in the Pre-Pre- Funding Account to be held uninvestedAccounts (exclusive of any investment income) for distribution in accordance with the terms hereof; (iii) to The Trustee shall withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to The Trustee shall clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iv) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee Securities Administrator shall establish and maintain two segregated non-interest bearing trust accounts that are each which at all times shall be Eligible Accounts, which Accounts and shall be titled (i1) “Group I Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, as Trustee N.A., in trust for the registered holders of Ameriquest Deutsche Alt-A Securities Mortgage Securities Inc.Loan Trust, AssetSeries 2007-Backed AR3, Mortgage Pass-Through Certificates, Series 2005-R4” (the “Group I Pre-Funding Account”) and (ii2) “Group II Pre-Funding Account, Deutsche Bank National Trust CompanyXxxxx Fargo Bank, as Trustee N.A., in trust for the registered holders of Ameriquest Deutsche Alt-A Securities Mortgage Securities Inc.Loan Trust, AssetSeries 2007-Backed AR3, Mortgage Pass-Through Certificates, Series 2005-R4” (the “Group II Pre-Funding Account”). The Trustee Securities Administrator shall, promptly upon receipt, deposit in the applicable related Pre-Funding Account and retain therein the applicable Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the a Pre-Funding Accounts Account shall be held in trust by the Trustee for the related Certificateholders and the Group I Senior Certificate Insurer (with respect to funds related to Group I) for the uses and purposes set forth herein. (b) The Trustee shall Securities Administrator will invest funds deposited in the a Pre-Funding Accounts Account only as directed in writing by the Depositor (and such amounts shall not be invested if no direction is received by the Securities Administrator) in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Securities Administrator or an Affiliate manages or advises such investment, (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Securities Administrator or an Affiliate manages or advises such investment or (iii) within one (1) Business Day of the Securities Administrator’s receipt thereof. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Master Servicer Depositor shall deposit in the applicable related Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will a Pre-Funding Accounts shall not Account be assets an asset of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the a Pre-Funding Accounts Account shall be withdrawn by the Trustee Securities Administrator as follows: (i) on On any Subsequent Transfer Date, the Trustee Securities Administrator shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the related Subsequent Mortgage Loans as of the Subsequent Cut-Off Date, transferred and assigned to the Trustee for deposit in the Mortgage Pool Trust Fund on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.6 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related a Pre-Funding Account (exclusive of any investment income therein) has not been reduced to zero during the Pre-Funding Period, on the day of Distribution Date immediately following the termination of the Pre-Funding Period, the Trustee Securities Administrator shall deposit into the Distribution Account any amounts remaining in the such Pre-Funding Account to be held uninvested(exclusive of any investment income therein) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the a Pre-Funding Accounts Account or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income To clear and gain realized from the investment of funds in the terminate a Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts Account upon the earlier to occur of (A) the day Distribution Date immediately following the end of the related Pre-Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the related Senior Certificates then entitled to distributions in respect of principal. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC I in the case of Group I and REMIC VI in the case of Group II on the date of withdrawal. Section 3.27 [Reserved].

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two four segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre- Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of 141 Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2003-6" (the "Group I Pre-Funding Account"); (ii) "Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset- Backed Pass-Through Certificates, Series 2003-6" (the "Group II Pre-Funding Account"); (iii) "Group III Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” 6" (the “"Group I III Pre-Funding Account”) "); and (iiiv) “"Group II IV Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” 6" (the “"Group II IV Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Pre- Funding Account and retain therein the Original Group I Pre-Funded Amount or Amount, the Original Group II Pre-Funding Account, the Original Group III Pre-Funding Account or the Group IV Pre-Funding Account, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from directed by the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the Interest Coverage Account (as specified in Section 4.08) on the Business Day immediately preceding each Distribution Date. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall Account will not be assets an asset of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.10 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account Account, net of any gain realized from the investment of funds on deposit therein to be held uninvestedthe extent not previously paid to the Interest Coverage Account, for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2002-5, Asset-Backed Pass-Through Certificates, Series 20052002-R4” 5" (the “"Group I Pre-Funding Account”") and (ii) “"Group II Pre-Funding Account, Deutsche Xxxxx Fargo Bank Minnesota, National Trust CompanyAssociation, as Trustee trustee for the registered holders of Ameriquest Option One Mortgage Securities Inc.Loan Trust 2002- 5, Asset-Backed Pass-Through Certificates, Series 20052002-R4” 5" (the “"Group II Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or and the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall will invest funds deposited in the Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn 135 from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment or (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 or an Affiliate manages or advises such investment. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Master Servicer shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group I Pre-Funding Account and the Group II Pre-Funding Account shall be transferred to the Group I Interest Coverage Account and the Group II Interest Coverage Account, as applicable, at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Distribution Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an Affiliate of the Trustee manages or advises such investment, or on each Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages or advises such investment or (iii) within one Business Day of the Trustee's receipt thereof. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.10 with respect to such transfer and assignment; (ii) if If the amount on deposit in the related Pre-Funding Account Accounts (exclusive of investment income) has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvestedAccounts (exclusive of investment income) for distribution in accordance with the terms hereof; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error;; and (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.. Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal. 136

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two three segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Pre- Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders Holders of 121 Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” 13" (the “"Group I Pre-Funding Account”) and "); (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders Holders of Ameriquest Mortgage Securities Inc., Asset- Backed Pass-Through Certificates, Series 2003-13" (the "Group II Pre-Funding Account") and (iii) "Group III Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered Holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 20052003-R4” 13" (the “"Group II III Pre-Funding Account”"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or Amount, the Original Group II Pre-Funding AccountAmount or the Original Group III Pre-Funding Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from directed by the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder Holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the Interest Coverage Account (as specified in Section 4.08) on the Business Day immediately preceding each Distribution Date. The Master Servicer shall deposit in the applicable Pre-Funding Account Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Pre- Funding Accounts shall will not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account (to be held uninvested) any amounts remaining in the Pre-Funding Account Account, net of any gain realized from the investment of funds on deposit therein to be held uninvestedthe extent not previously paid to the Interest Coverage Account, for distribution in accordance with the terms hereof; (iii) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two a segregated nontrust account or sub-interest bearing account of a trust accounts that are each Eligible Accountsaccount, which shall be titled (i) “Group I "Pre-Funding Account, Deutsche U.S. Bank National Trust CompanyAssociation, as Trustee trustee for the registered benefit of holders of Ameriquest Structured Asset Mortgage Securities Investments II Inc., Asset-Backed Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 20052004-R4” 12" (the “Group I xxx "Pre-Funding Account”) and (ii) “Group II "). The Pre-Funding Account shall be an Eligible Account or a sub account of an Eligible Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, Amount remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts Account shall be held in trust by the Trustee for the Certificateholders Holders of the Certificates related to Loan Group I, Loan Group II and Loan Group III for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts Account as directed by the Depositor or its designee in writing in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor or its designee shall be the owner of the Pre-Funding Accounts Account and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the Interest Coverage Account at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment, or on each Distribution Date, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment, or on each Subsequent Transfer Date, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment or (iii) within one Business Day of the Trustee's receipt thereof. Such transferred funds shall not constitute income and gain for purposes of Section 4.07(b) hereof. The Master Servicer Depositor or its designee shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not Account be assets an asset of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts Account shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool related Loan Group on such Subsequent Transfer Date and pay deposit such amount to or upon into the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignmentDistribution Account; (ii) if If the amount on deposit in the related Pre-Funding Account (exclusive of investment income) has not been reduced to zero during by the close of business on the date of termination of the Pre-Funding Period, then at the close of business on the day of the termination of the Funding Periodsuch date, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested(exclusive of investment income) for distribution in accordance with Section 6.01; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts Account or deposited therein in error;; and (iv) Upon the earliest of (i) the reduction of the Current Principal Amounts of the Certificates to distribute zero or (ii) the termination of this Agreement in accordance with Section 10.01, to the Interest Coverage Account withdraw any income and gain realized from the investment of funds amount remaining on deposit in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid Account for payment to the Holders of the Certificates related Certificateholders then entitled to distributions in respect of principalprincipal until the Current Principal Amount of the Certificates has been reduced to zero, and any remaining amount to the Depositor. Withdrawals pursuant to clauses (i), (ii) and (iv) shall be treated as contributions of cash to REMIC II on the date of withdrawal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two segregated non-interest bearing trust accounts that are each Eligible Accounts, which shall be titled (i) “"Group I Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series INABS 2005-R4” C" (the “Group "GROUP I PrePRE-Funding Account”FUNDING ACCOUNT") and (ii) “"Group II Pre-Funding Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Home Equity Mortgage Securities Inc., Loan Asset-Backed Pass-Through Certificates, Series INABS 2005-R4” C" (the “Group "GROUP II PrePRE-Funding Account”FUNDING ACCOUNT"). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding AccountFunded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted Investments of the kind described in clauses (i), (viii) or (viix) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. The Master Servicer shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The Pre-Funding Accounts shall not be assets of any Trust REMIC. (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows: (i) on any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the pool of Mortgage Pool Loans on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 2.07 with respect to such transfer and assignment; (ii) if the amount on deposit in the related Pre-Funding Account has not been reduced to zero during the Funding Period, on the day of the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested; (iii) to distribute to the applicable Interest Coverage Account any income and gain realized from the investment of funds in the related Pre-Funding Account; (iv) to withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; (iv) to distribute to the Interest Coverage Account any income and gain realized from the investment of funds in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Holders of the Certificates Certificateholders then entitled to distributions in respect of principal.

Pre-Funding Accounts. (a) No later than the Closing Date, the Trustee shall establish and maintain two a segregated nontrust account or sub-interest bearing account of a trust accounts that are each Eligible Accountsaccount, which shall be titled (i) “Group I "Pre-Funding Account, Deutsche U.S. Bank National Trust CompanyAssociation, as Trustee trustee for the registered benefit of holders of Ameriquest Structured Asset Mortgage Securities Investments II Inc., Asset-Backed Bear Xxxxxxx ARM Trust, Mortgage Pass-Through Certificates, Series 2005-R4” 1" (the “Group I "Pre-Funding Account”) and (ii) “Group II "). The Pre-Funding Account shall be an Eligible Account or a sub account of an Eligible Account, Deutsche Bank National Trust Company, as Trustee for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-R4” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable, Amount remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts Account shall be held in trust by the Trustee for the Certificateholders Holders of the Certificates related to Loan Group I, Loan Group II and Loan Group III for the uses and purposes set forth herein. (b) The Trustee shall invest funds deposited in the Pre-Funding Accounts Account as directed by the Depositor or its designee in writing in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Master Servicer, with a maturity date (i) no later than the second Business Day immediately preceding each Distribution Datethe date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment, or (ii) no later than the date on which such funds are required to be withdrawn from such account or sub account of a trust account pursuant to this Agreement, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment (or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested). For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates Depositor or its designee shall be the owner of the Pre-Funding Accounts Account and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the Interest Coverage Account at the following times: (i) on the Business Day immediately preceding each Distribution Date, if a Person other than the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment, or on each Distribution Date, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person other than the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment, or on each Subsequent Transfer Date, if the Trustee or an affiliate of the Trustee is the obligor for the Permitted Investment or (iii) within one Business Day of the Trustee's receipt thereof. Such transferred funds shall not constitute income and gain for purposes of Section 4.07(b) hereof. The Master Servicer Depositor or its designee shall deposit in the applicable Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. The At no time will the Pre-Funding Accounts shall not Account be assets an asset of any Trust REMICREMIC created hereunder. (c) Amounts on deposit in the Pre-Funding Accounts Account shall be withdrawn by the Trustee as follows: (i) on On any Subsequent Transfer Date, the Trustee shall withdraw from the related Pre-Funding Account an amount equal to 100% of the Stated Scheduled Principal Balances of the Subsequent Mortgage Loans transferred and assigned to the Trustee for deposit in the Mortgage Pool related Loan Group on such Subsequent Transfer Date and pay deposit such amount to or upon into the order of the Depositor upon satisfaction of the conditions set forth in Section 2.09 with respect to such transfer and assignmentDistribution Account; (ii) if If the amount on deposit in the related Pre-Funding Account (exclusive of investment income) has not been reduced to zero during by the close of business on the date of termination of the Pre-Funding Period, then at the close of business on the day of the termination of the Funding Periodsuch date, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Account to be held uninvested(exclusive of investment income) for distribution in accordance with Section 6.01; (iii) to To withdraw any amount not required to be deposited in the Pre-Funding Accounts Account or deposited therein in error;; and (iv) Upon the earliest of (i) the reduction of the Current Principal Amounts of the Certificates to distribute zero or (ii) the termination of this Agreement in accordance with Section 10.01, to the Interest Coverage Account withdraw any income and gain realized from the investment of funds amount remaining on deposit in the Pre-Funding Accounts; and (v) to clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the day immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid Account for payment to the Holders of the Certificates related Certificateholders then entitled to distributions in respect of principalprincipal until the Current Principal Amount of the Certificates has been reduced to zero, and any remaining amount to the Depositor. Withdrawals pursuant to clauses (i), (ii) and (iv) shall be treated as contributions of cash to REMIC II on the date of withdrawal.